Exhibit No. 99(b)(9)(iv)
DFA INVESTMENT DIMENSIONS GROUP INC.
THE U.S. LARGE COMPANY PORTFOLIO
AMENDED AND RESTATED
ADMINISTRATION AGREEMENT
AGREEMENT made this ____ day of _________, 1995, by and
between DFA INVESTMENT DIMENSIONS GROUP INC., a Maryland
corporation (the "Fund"), on behalf of The U.S. Large Company
Portfolio (the "Portfolio"), a separate series of the Fund, and
DIMENSIONAL FUND ADVISORS INC., a Delaware corporation (the
"Administrator").
WHEREAS, the Fund has been organized and operates as an
investment company registered under the Investment Company Act of
1940 for the purposes of investing and reinvesting its assets in
securities, as set forth in its Registration Statement under the
Investment Company Act of 1940 and the Securities Act of 1933, as
heretofore amended and supplemented;
WHEREAS, the Portfolio, as a separate series of the
Fund, desires to avail itself of the services, assistance and
facilities of an administrator and to have an administrator
perform various administrative and other services for it; and
WHEREAS, the Administrator desires to provide such
services to the Portfolio.
NOW, THEREFORE, in consideration of the terms and
conditions hereinafter set forth, it is agreed as follows:
1. EMPLOYMENT OF THE ADMINISTRATOR. The Fund hereby
employs the Administrator to supervise the administrative affairs
of the Portfolio, subject to the direction of the Board of
Directors and the officers of the Fund on the terms hereinafter
set forth. The Administrator hereby accepts such employment and
agrees to render the services described herein for the
compensation herein provided.
2. SERVICES TO BE PROVIDED BY THE ADMINISTRATOR.
A. The Administrator shall supervise the
administrative affairs of the Fund as they pertain to the
Portfolio. Specifically, the Administrator shall:
(1) supervise the services provided to the Fund
for the benefit of the Portfolio by the
Portfolio's custodian, transfer and dividend
disbursing agent, printers, insurance
carriers (as well as agents and brokers),
independent accountants, legal counsel and
other persons who provide services to the
Fund for the benefit of the Portfolio;
(2) assist the Fund to comply with the provisions
of applicable federal, state, local and
foreign securities, tax, organizational and
other laws that (i) govern the business of
the Fund in respect of the Portfolio (except
those that govern investment of the
Portfolio's assets), (ii) regulate the
offering of the Portfolio's shares and
(iii) provide for the taxation of the
Portfolio;
(3) provide the shareholders of the Portfolio
with such information regarding the operation
and affairs of the Portfolio, and their
investment in its shares, as they or the Fund
may reasonably request;
(4) assist the Portfolio to conduct meetings of
its shareholders if and when called by the
board of directors of the Fund;
(5) furnish such information as the board of
directors of the Fund may require regarding
any investment company in whose shares the
Portfolio may invest; and
(6) provide such other administrative services
for the benefit of the Portfolio as the board
of directors may reasonably request.
B. In carrying out its responsibilities under Section
A herein, to the extent the Administrator deems necessary or
desirable and at the expense of the Portfolio, the Administrator
shall be entitled to consult with, and obtain the assistance of,
the persons described in Section A, paragraph (1) herein who
provide services to the Fund.
C. The Administrator, at its own expense, shall
provide the Fund with such office facilities and equipment as may
be necessary to conduct the administrative affairs of the Fund in
respect of the Portfolio.
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3. EXPENSES OF THE FUND. It is understood that the
Administrator will waive a portion of its administrative fee and
reimburse the Portfolio to the extent necessary to pay the
ordinary operating expenses (except the administrative fee
provided in Section 4 below) of the Portfolio. Expenses of the
Portfolio, which are determined by the Fund's Board of Directors
to be extraordinary, will be borne by the Portfolio. In
addition, the Administrator will waive its administrative fee
and/or reimburse the Portfolio to the extent that the indirect
expenses the Portfolio bears as a shareholder of The U.S. Large
Company Series of The DFA Investment Trust Company, on an annual
basis, exceed 0.025% (2.5 basis points) of the average annual net
assets of the Portfolio.
4. COMPENSATION OF THE ADMINISTRATOR. For the
services to be rendered by the Administrator as provided in
Section 2 of this Agreement, the Portfolio shall pay to the
Administrator, at the end of each month, a fee equal to one-
twelfth of .215 percent of the net assets of the Portfolio. If
this Agreement is terminated prior to the end of any month, the
fee for such month shall be prorated.
5. ACTIVITIES OF THE ADMINISTRATOR. The services of
the Administrator to the Fund or in respect of the Portfolio are
not to be deemed exclusive, and the Administrator shall be free
to render similar services to others as long as its services to
the Fund or in respect of the Portfolio are not impaired thereby.
6. LIABILITY OF THE ADMINISTRATOR. No provision of
this Agreement shall be deemed to protect the Administrator
against any liability to the Fund or its shareholders to which it
might otherwise be subject by reason of willful misfeasance, bad
faith or gross negligence in the performance of its duties or the
reckless disregard of its obligations under this Agreement.
7. DURATION AND TERMINATION.
A. This Agreement shall become effective on the date
written below, provided that prior to such date it shall have
been approved by the board of directors of the Fund, and shall
continue in effect until terminated by the Fund or the
Administrator on 60 days written notice to the other.
B. Any notice under this Agreement shall be given in
writing addressed and delivered, or mailed post-paid, to the
other party at the principal business office of such party.
8. SEVERABILITY. If any provision of this Agreement
shall be held or made invalid by a court decision, statute, rule
or otherwise, the remainder of this Agreement shall not be
affected thereby.
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9. GOVERNING LAW. This Agreement shall be governed
by and construed in accordance with the laws of the State of
California.
IN WITNESS WHEREOF, the parties hereto have caused this
Agreement to be executed and effective on the ____ day of
_________, 1995.
DIMENSIONAL FUND DFA INVESTMENT DIMENSIONS
ADVISORS INC. GROUP INC.
By:________________________ By:___________________________
Chairman-Chief President
Investment Officer
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