Exhibit 99.b9.7
DFA INVESTMENT DIMENSIONS GROUP INC.
THE U.S. LARGE COMPANY PORTFOLIO
AMENDED AND RESTATED
ADMINISTRATION AGREEMENT
AGREEMENT made this 1st day of December, 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.
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
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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.
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 1st day of December, 1995.
DIMENSIONAL FUND DFA INVESTMENT DIMENSIONS
ADVISORS INC. GROUP INC.
By: /S/ XXX X. XXXXXXXXXXX By: /S/ XXXXX X. XXXXX
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Chairman-Chief President
Investment Officer
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