EXHIBIT NO. EX-99.d.1.n
DFA INVESTMENT DIMENSIONS GROUP INC.
DFA SHORT-TERM MUNICIPAL BOND PORTFOLIO
INVESTMENT ADVISORY AGREEMENT
AGREEMENT made this ___ day of ________________, 2002, by and between
DFA INVESTMENT DIMENSIONS GROUP INC., a Maryland corporation (the "Fund") and
DIMENSIONAL FUND ADVISORS INC., a Delaware corporation (the "Advisor").
1. DUTIES OF ADVISOR. The Fund hereby employs the Advisor to manage
the investment and reinvestment of the assets of:
DFA SHORT-TERM MUNICIPAL BOND PORTFOLIO
(the "Portfolio"), to continuously review, supervise and administer the
Portfolio's investment program, to determine in its discretion the securities
to be purchased or sold and the portion of the Portfolio's assets to be
uninvested, to provide the Fund with records concerning the Advisor's
activities which the Fund is required to maintain, and to render regular
reports to the Fund's officers and the Board of Directors of the Fund, all in
compliance with the objectives, policies and limitations set forth in the
Portfolio's prospectus and applicable laws and regulations. The Advisor
accepts such employment and agrees to provide, at its own expense, the office
space, furnishings and equipment and the personnel required by it to perform
the services described herein on the terms and for the compensation provided
herein.
2. PORTFOLIO TRANSACTIONS. The Advisor is authorized to select the
brokers or dealers that will execute the purchases and sales of portfolio
securities for the Portfolio and is directed to use its best effort to obtain
the best available prices and most favorable executions, except as prescribed
herein. It is understood that the Advisor will not be deemed to have acted
unlawfully, or to have breached a fiduciary duty to the Fund or to the
Portfolio, or be in breach of any obligation owing to the Fund or to the
Portfolio under this Agreement, or otherwise, solely by reason of its having
caused the Portfolio to pay a member of a securities exchange, a broker or a
dealer a commission for effecting a securities transaction for the Portfolio
in excess of the amount of commission another member of an exchange, broker
or dealer would have charged if the Advisor determines in good faith that the
commission paid was reasonable in relation to the brokerage or research
services provided by such member, broker or dealer, viewed in terms of that
particular transaction or the Advisor's overall responsibilities with respect
to its accounts, including the Fund, as to which it exercises investment
discretion. The Advisor will promptly communicate to the officers and
directors of the Fund such information relating to transactions for the
Portfolio as they may reasonably request.
3. COMPENSATION OF THE ADVISOR. For the services to be rendered by
the Advisor as provided in Section 1 of this Agreement, the Fund shall pay to
the Advisor, at the end of each month, a fee equal to one-twelfth of 0.20% of
the Portfolio's net assets. In the event that this Agreement is terminated at
other than a month-end, the fee for such month shall be prorated, as
applicable.
4. OTHER SERVICES. At the request of the Fund, the Advisor, in its
discretion, may make available to the Fund office facilities, equipment,
personnel and other services. Such office facilities, equipment, personnel
and services shall be provided for or rendered by the Advisor and billed to
the Fund at the Advisor's cost and, where applicable, the cost thereof shall
be apportioned among the several Portfolios of the Fund proportionate to
their respective utilization thereof.
5. REPORTS. The Fund and the Advisor agree to furnish to each other
information with regard to their respective affairs as each may reasonably
request.
6. STATUS OF THE ADVISOR. The services of the Advisor to the Fund or
with respect to the Portfolio, are not to be deemed exclusive, and the
Advisor shall be free to render similar services to others as long as its
services to the Fund or to the Portfolio, are not impaired thereby. The
Advisor shall be deemed to be an independent contractor and shall, unless
otherwise expressly provided or authorized, have no authority to act for or
represent the Fund in any way or otherwise be deemed an agent of the Fund.
7. LIABILITY OF ADVISOR. No provision of this Agreement shall be
deemed to protect the Advisor against any liability to the Fund or the
shareholders of the Portfolio 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.
8. PERMISSIBLE INTERESTS. Subject to and in accordance with the
charters of the Fund and the Advisor, respectively, directors, officers, and
shareholders of the Fund are or may be interested in the Advisor (or any
successor thereof) as directors, officers or shareholders, or otherwise;
directors, officers, agents and shareholders of the Advisor are or may be
interested in the Fund as directors, officers, shareholders or otherwise; and
the Advisor (or any successor) is or may be interested in the Fund as a
shareholder or otherwise and the effect of any such interrelationships shall
be governed by said charters and the provisions of the Investment Company Act
of 1940, as amended (the "1940 Act").
9. DURATION AND TERMINATION. This Agreement shall become effective
on July 30, 2002 (the "Effective Date") and shall continue in effect until
July 30, 2004, and thereafter, only if such continuance is approved at least
annually by a vote of the Fund's Board of Directors, including the vote of a
majority of the directors who are not parties to this Agreement or interested
persons of any such party, cast in person, at a meeting called for the
purpose of voting such approval. In addition, the question of continuance of
this Agreement may be presented to the shareholders of the Fund; in such
event, such continuance shall be effected only if approved by the affirmative
vote of the holders of a majority of the respective outstanding voting
securities of the Portfolio.
This Agreement may at any time be terminated without payment of any
penalty either by vote of the Board of Directors of the Fund or by vote of
the holders of a majority of the respective outstanding voting securities of
the Portfolio, on sixty days written notice to the Advisor.
This Agreement shall automatically terminate in the event of its
assignment.
This Agreement may be terminated by the Advisor after ninety days
written notice to the Fund.
Any notice under this Agreement shall be given in writing, addressed
and delivered, or mailed postpaid, to the other party at any office of such
party.
As used in this section, the terms "assignment," "interested
persons," and a "vote of the holders of majority of the outstanding
securities" shall have the respective meanings set forth in Section 2(a)(4),
Section 2(a)(19), Section 2(a)(42) of the 1940 Act and Rule 18f-2 thereunder.
10. 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.
IN WITNESS WHEREOF, the parties hereby have caused this Agreement to
be executed this ___ day of _______________, 2002.
DIMENSIONAL FUND DFA INVESTMENT
ADVISORS INC. DIMENSIONS GROUP INC.
By:______________________ By:________________________
Xxxxxxxxx X. Xxxxxx Xxxxxxx X. Xxxxxxxx
Vice President and Secretary Vice President, Chief
Financial Officer and Treasurer
