DFA INVESTMENT DIMENSIONS GROUP INC.
U.S. 9-10 SMALL COMPANY PORTFOLIO
ADMINISTRATION AGREEMENT
AGREEMENT made this 30th day of November, 1997 by and between DFA
INVESTMENT DIMENSIONS GROUP INC., a Maryland corporation (the "Fund"), on
behalf of U.S. 9-10 Small 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 Portfolio will pay all
of its own expenses incurred to conduct its administrative affairs.
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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 .40 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 other 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.
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IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed and effective on the 30th day of November, 1997.
DIMENSIONAL FUND DFA INVESTMENT DIMENSIONS
ADVISORS INC. GROUP INC.
By: /s/ ▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇▇ By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇
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Chairman-Chief President
Investment Officer
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