EXHIBIT NO. EX-99.h.3.w
DFA INVESTMENT DIMENSIONS GROUP INC.
HD U.S. MARKETWIDE PORTFOLIO
(FORMERLY, HD U.S. LARGE COMPANY PORTFOLIO)
FORM OF AMENDED AND RESTATED
ADMINISTRATION AGREEMENT
THIS AMENDED AND RESTATED AGREEMENT is made this ___ day of September,
by and between DFA INVESTMENT DIMENSIONS GROUP INC., a Maryland corporation (the
"Fund"), on behalf of the:
"HD U.S. MARKETWIDE PORTFOLIO"
(formerly, HD 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; and
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);
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(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 with respect to 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.
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 0.15 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 with respect to 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.
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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 Amended and
Restated Agreement to be executed and effective on this ___ day of September,
2001.
DFA INVESTMENT DIMENSIONS DIMENSIONAL FUND
GROUP INC. ADVISORS INC.
By: ________________________ By: ___________________________
Xxxxxxx X. Xxxxxxxx Xxxxxxxxx X. Xxxxxx
Vice President, Chief Financial Officer Vice President and Secretary
and Treasurer
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