Exhibit 99-b5.9
INVESTMENT ADVISORY AGREEMENT
AGREEMENT made this 8th day of August, 1996, by and between DFA INVESTMENT
DIMENSIONS GROUP INC., a Maryland corporation (the "Fund") and DIMENSIONAL FUND
ADVISORS INC., a Delaware corporation (the "Advisor").
Duties of Advisor
1. The Fund hereby employs the Advisor to manage the investment and
reinvestment of the assets of the INTERNATIONAL SMALL COMPANY PORTFOLIO of the
Fund (the "Portfolio"), to review, supervise and administer the Portfolio's
investment program by investing the assets of the Portfolio and determining the
portion of the Portfolio's assets to be uninvested, to provide the Fund with
records concerning the Advisor's activities which the Fund is required to
maintain, and to render regular reports to the Fund's officers and the Board of
Directors of the Fund, all in compliance with the objectives, policies and
limitations set forth in the Fund's prospectus and statement of additional
information relating to the Portfolio. The Advisor accepts such employment 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 on the terms provided herein.
Compensation of the Advisor
2. For the services to be rendered by the Advisor as provided in Section 1
of this Agreement, the Advisor shall receive no compensation.
Other Services
3. At the request of the Fund, the Advisor, in its discretion, may provide
such other services as the parties to this Agreement may agree upon at a later
time.
Reports
4. The Fund and the Advisor agree to furnish to each other information
with regard to their respective affairs as each may reasonably request.
Status of the Advisor
5. The services of the Advisor to the Fund or in respect of the Portfolio,
are not to be deemed exclusive, and the Advisor 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. The Advisor shall be deemed to be an
independent contractor and shall, unless otherwise expressly provided or
authorized, have no authority to act for or represent the Fund in any way or
otherwise be deemed an agent of the Fund.
Liability of Advisor
6. No provision of this Agreement shall be deemed to protect the Advisor
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.
Permissible Interests
7. Subject to and in accordance with the charters of the Fund and the
Advisor, respectively, directors, officers, and shareholders of the Fund are or
may be interested in the Advisor (or any successor thereof) as directors,
officers or shareholders, or otherwise; directors, officers, agents and
shareholders of the Advisor are or may be interested in the Fund as directors,
officers, shareholders or otherwise; and the Advisor (or any successor) is or
may be interested in the Fund as a shareholder or otherwise and the effect of
any such interrelationships shall be governed by said charters and the
provisions of the Investment Company Act of 1940.
Duration and Termination
8. This Agreement shall become effective on August 8, 1996 (the "Effective
Date") and shall continue in effect until December 31, 1996, and thereafter,
only if such continuance is approved at least annually by a vote of the Fund's
Board of Directors, including the vote of a majority of the directors who are
not parties to this Agreement or interested persons of any such party
("Disinterested Directors"), cast in person, at a meeting called for the purpose
of voting on such approval. In addition, the question of continuance of this
Agreement may be presented to the shareholders of the Portfolio; in such event,
such continuance shall be effected if approved by the affirmative vote of the
holders of a majority of the outstanding voting securities of the Portfolio.
9. This Agreement may be amended in writing at any time by mutual
agreement of the Advisor and the Fund's Board of Directors, as provided in
paragraph 8 above; except if an amendment would provide for compensation to be
paid by the Portfolio to the Advisor, then such amendment also must be approved
by the affirmative vote of the holders of a majority of the outstanding voting
securities of the Portfolio.
10. This Agreement may be terminated at any time without payment of any
penalty by the Fund, as provided in paragraph 8 above, on sixty days written
notice to the Advisor.
11. This Agreement shall automatically terminate in the event of its
assignment.
12. This Agreement may be terminated by the Advisor after ninety days
written notice to the Fund.
13. Any notice under this Agreement shall be given in writing, addressed
and delivered, or mailed postpaid, to the other party at any office of such
party.
14. As used in this section, the terms "assignment," "interested persons,"
and a "vote of the holders of a majority of the outstanding securities" shall
have the respective meanings set forth in Section 2(a)(4), Section 2(a)(19) and
Section 2(a)(42) of the Investment Company Act of 1940 and Rule l8f-2
thereunder.
Severability
15. 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.
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IN WITNESS WHEREOF, the parties hereby have caused this Agreement to be
executed this ____ day of __________, 1996.
DIMENSIONAL FUND DFA INVESTMENT
ADVISORS INC. DIMENSIONS GROUP INC.
By: By:
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Chairman-Chief President
Investment Officer
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