Exhibit No. 99(b)(9)(ix)
DFA INVESTMENT DIMENSIONS GROUP INC.
RWB/DFA INTERNATIONAL HIGH BOOK TO MARKET PORTFOLIO
CLIENT SERVICE AGENT AGREEMENT
AGREEMENT made this ____ day of _________, 1996, by and
between DFA INVESTMENT DIMENSIONS GROUP INC., a Maryland
corporation (the "Fund"), on behalf of the RWB/DFA International
High Book to Market Portfolio (the "Portfolio"), a separate
series of the Fund, and XXXXXXXXX, WERBA, BOWEN, INC. (a
California corporation) d/b/a XXXXXXXXX XXXXX XXXXX ADVISORY
SERVICES ("RWB").
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 and assistance of a
client service agent and to have a client service agent perform
various services for it; and
WHEREAS, RWB 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. APPOINTMENT OF RWB. The Fund hereby appoints RWB
to serve as client service agent to the Portfolio, subject to the
direction of the Board of Directors and the officers of the Fund
for the period and on the terms hereinafter set forth. RWB
hereby accepts such appointment 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
for the compensation as provided in Section 3 of this Agreement.
2. SERVICES TO BE PROVIDED BY RWB. RWB shall provide
the following services to the Portfolio:
A. establish and maintain a toll-free telephone
number for shareholders of the Portfolio to use to
obtain or receive up-to-date account information;
B. provide to shareholders of the Portfolio quarterly
reports with respect to the performance of the
Portfolio, such reports to be separate and apart
from the Fund's semi-annual and annual reports to
shareholders; and
C. 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.
3. COMPENSATION OF RWB. For the services to be
rendered by RWB as provided in Section 2 of this Agreement, the
Portfolio shall pay to RWB, at the end of each month, a fee equal
to one-twelfth of 0.13 percent of average daily 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.
4. ACTIVITIES OF RWB. The services of RWB to the
Fund or in respect of the Portfolio are not to be deemed
exclusive, and RWB 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.
5. RESPONSIBILITY OF RWB. In the performance of its
duties hereunder, RWB shall be obligated to exercise due care and
diligence and to act in a timely manner and in good faith to
assure the accuracy and completeness of all services performed
under this Agreement. RWB shall be under no duty to take any
action on behalf of the Portfolio except as specifically set
forth herein or as may be specifically agreed to by RWB in
writing. RWB shall be responsible for its own negligent failure
to perform its duties under this Agreement. In assessing
negligence for purposes of this Agreement, the parties agree that
the standard of care applied to RWB's conduct shall be the care
that would be exercised by a similarly situated service provider,
supplying substantially the same services under substantially
similar circumstances.
No provision of this Agreement shall be deemed to
protect RWB 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.
6. DURATION AND TERMINATION. This Agreement shall
become effective on __________, 1996, 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
RWB. This Agreement may at any time be terminated without
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penalty by vote of the Board of Directors of the Fund on sixty
days written notice to RWB. This Agreement may be terminated by
RWB after ninety days written notice to the Fund.
7. NOTICES. Any notices 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. AMENDMENTS. This Agreement or any part hereof may
be changed or waived only by an instrument in writing signed by
the party against which enforcement of such change or waiver is
sought.
10. GOVERNING LAW. This Agreement shall be governed
by and construed in accordance with the laws of the State of
California.
11. MISCELLANEOUS. This Agreement embodies the entire
agreement and understanding between the parties hereto, and
supersedes all prior agreements and understandings, relating to
the subject matter hereof. The captions in this Agreement are
included for convenience of reference only and in no way define
or delimit any of the provisions hereof or otherwise affect their
construction or effect. This Agreement shall be binding and
shall inure to the benefit of the parties hereto and their
respective successors.
IN WITNESS WHEREOF, the parties hereto have caused this
Agreement to be executed on the ____ day of ____________, 1996.
XXXXXXXXX, WERBA, BOWEN, INC. DFA INVESTMENT DIMENSIONS GROUP
d/b/a XXXXXXXXX XXXXX XXXXX INC.
ADVISORY SERVICES
By:__________________________ By:______________________________
President President
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