DISTRIBUTION AGREEMENT
Agreement made this 23rd day of November, 1985, between DFA Investment
Dimensions Group Inc. (the "Fund"), a Maryland corporation and DFA Securities
Inc., an Illinois corporation ("DFA Securities").
In consideration of the mutual promises and undertakings herein contained,
and intending to be legally bound, the parties agree as follows:
(1) The Fund hereby authorizes DFA Securities to supervise the sale of
common stock issued by the Fund pursuant to the Registration Statement filed by
the Fund with the U.S. Securities and Exchange Commission on Form N-1
(Registration No. 2-73948), as amended from time to time, during the term of
this Agreement.
(2) Sales of Fund shares shall be effected in the manner provided for in
the then current prospectuses of the Fund and in the account registration forms
provided by the Fund to DFA Securities.
(3) In carrying out its responsibilities under Sections 1 and 4 of this
Agreement, DFA Securities shall be governed by the Plan of Distribution adopted
by the Fund under Rule 12b-1 under the Investment Company Act of 1940, as
amended (the "1940 Act"), and shall employ its best efforts to ensure that
persons engaged as Regional Directors and Regional Representatives of DFA
Securities and Dimensional Fund Advisors Inc. ("DFA") comply with applicable
Federal and State regulatory requirements regarding the sale of securities, and
with Sections 26(f) and (g) of the Rules of Fair Practice-of the National
Association of Securities Dealers, Inc. ("NASD").
(4) DFA Securities will utilize its best efforts to encourage and promote
the sale of Fund shares in the manner provided by the Plan of Distribution of
the Fund and, to this end, is authorized, together with DFA, to execute, deliver
and perform in accordance with service agreements in the form attached hereto as
Exhibit A with persons who are, in DFA Securities' judgment, qualified to sell
shares of the Fund. DFA Securities, at its own expense or the expense of DFA,
may provide such persons with research and resource material as may be
reasonably necessary or desirable to promote the sale of Fund shares. Any such
material which refers to the Fund shall be approved in writing by an executive
officer of the Fund prior to dissemination. The Fund, at its own expense, shall
provide DFA Securities with copies of such reports and other material sent by
the Fund to its own stockholders as DFA Securities may reasonably request.
(5) The Fund shall be responsible for, and shall bear the cost of,
registration of Fund shares under applicable Federal and State securities laws.
DFA Securities shall be responsible for, and shall bear the cost of, its own
registration as a securities dealer under Federal and State law and of its
membership in the NASD.
(6) This Agreement shall become effective on the effective date of post-
effective amendment Number 8 to the Securities Act Registration Statement of the
Fund, provided that prior to such date this Agreement has been approved by a
vote of a majority of the Directors of the Fund, cast in person, including a
majority of those directors who are not parties to this Agreement or interested
persons of any such party, at a meeting called for the purpose of voting on such
approval, and shall continue in effect until December 22, 1986, and may be
continued thereafter for consecutive terms each of one year, provided that any
such continuance is approved in the manner provided above.
(7) This Agreement shall terminate automatically in the event of its
assignment and may be terminated by either party without penalty upon sixty
days' written notice.
(8) The terms "Person", "interested person" and "assignment" shall have
the meanings ascribed thereto, respectively, under the 0000 Xxx.
(9) Any notice required or permitted to be given by either party to the
other shall be deemed sufficient if sent by registered or certified mail,
postage prepaid, addressed by the party giving notice to the other party at the
last address furnished by the other party to the party giving notice: if to the
Fund, at 0000 Xxxxx Xxxxxx, Xxxxx 000, Xxxxx Xxxxxx, Xxxxxxxxxx 00000, and if to
DFA Securities, at 0000 Xxxxx Xxxxxx, Xxxxx 000, Xxxxx Xxxxxx, Xxxxxxxxxx 00000.
IN WITNESS-WHEREOF, the Fund and DFA Securities have caused this Agreement
to be executed, and their corporate seals affixed hereto, by their respective
officers thereunto duly authorized, as of the day and year above written.
DFA INVESTMENT DIMENSIONS GROUP INC.
(Corporate Seal) By Xxxxxxx Xxxxxxxxx, President
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DFA SECURITIES INC.
(Corporate Seal)
By Xxx X. Xxxxxxxxxxx
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