EXHIBIT NO. EX-99.h.4.e
AMENDED AND RESTATED
FEE WAIVER AND EXPENSE
ASSUMPTION AGREEMENT
AMENDED AND RESTATED AGREEMENT made this ____ day of May, 2002,
between DFA INVESTMENT DIMENSIONS GROUP INC., a Maryland corporation (the
"Fund"), on behalf of certain portfolios of the Fund, as listed on Schedule A
of this Agreement (each a "Portfolio" and together, the "Portfolios"), and
DIMENSIONAL FUND ADVISORS INC., a Delaware corporation ("DFA"), amending and
restating the Agreement dated July 27, 2001, as amended on September 24, 2001.
WHEREAS, DFA has entered into Administration Agreements with the
Fund, pursuant to which DFA provides various administrative and other
services for the Portfolios, and for which DFA is compensated based on the
average net assets of such Portfolios; and
WHEREAS, the Fund and DFA have determined that it is appropriate and
in the best interests of each Portfolio and its shareholders to limit the
expenses of those Portfolios of the Fund listed on Schedule A of this
Agreement;
NOW, THEREFORE, the parties hereto agree as follows:
1. FEE WAIVER AND EXPENSE ASSUMPTION BY DFA. DFA agrees to reduce
all or a portion of its administration fee for each Portfolio
listed on Schedule A, and if necessary (for each Portfolio
other than the Enhanced U.S. Large Company Portfolio), to
assume certain other expenses (to the extent permitted by the
Internal Revenue Code of 1986, as amended) of each such
Portfolio, such fee waiver and assumption of expenses as
detailed on Schedule A of this Agreement, to the extent
necessary to limit the annualized expenses of each Portfolio
to the rate reflected in Schedule A of this Agreement for each
Portfolio ("Annualized Expense Ratio").
2. DUTY TO REIMBURSE DFA. If, at any time, a Portfolio's
annualized expenses are less than the Annualized Expense Ratio
listed on Schedule A of this Agreement, the Fund, on behalf of
a Portfolio, shall reimburse DFA for any fees previously
waived and/or expenses previously assumed to the extent that
the amount of such reimbursement does not cause the
Portfolio's Annualized Expense Ratio to exceed the limit on
Schedule A of this Agreement. There shall be no obligation of
the Fund, on behalf of a Portfolio, to reimburse DFA for
waived fees or expenses that were assumed by DFA more than
thirty-six months prior to the date of any such reimbursement.
3. ASSIGNMENT. No assignment of this Agreement shall be made by
DFA without the prior consent of the Fund.
4. DURATION AND TERMINATION. This Agreement shall continue in
effect for a Portfolio for a period of one year from the date
of its effectiveness for that Portfolio, and shall continue in
effect from year to year thereafter for each Portfolio, unless
and
until the Fund or DFA notifies the other party to the
Agreement, at least thirty days prior to the end of the
one-year period for a Portfolio, of its intention to terminate
the Agreement for a Portfolio. This Agreement shall
automatically terminate, with respect to a Portfolio, upon the
termination of the Administration Agreement between DFA and
the Fund, on behalf of such Portfolio.
5. EFFECTIVE DATES. This Agreement shall become effective for
each Portfolio on the dates listed below:
PORTFOLIO EFFECTIVE DATE
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U.S. Large Company Portfolio April 1, 2002
Enhanced U.S. Large Company Portfolio April 1, 2002
U.S. Small XM Value Portfolio April 1, 2002
International Small Company Portfolio April 1, 2002
Japanese Small Company Portfolio April 1, 2002
United Kingdom Small Company Portfolio April 1, 2002
Continental Small Company Portfolio April 1, 2002
Pacific Rim Small Company Portfolio April 1, 2002
Emerging Markets Portfolio April 1, 2002
LD U.S. Marketwide Portfolio September 8, 2001
HD U.S. Marketwide Portfolio September 8, 2001
Tax-Managed U.S. Equity Portfolio
(formerly, Tax Managed U.S. Marketwide Portfolio) September 24, 2001
IN WITNESS WHEREOF, the parties hereto have executed this Agreement
as of the date first-above written.
DFA INVESTMENT DIMENSIONS GROUP INC. DIMENSIONAL FUND ADVISORS INC.
By: By:
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Name: Xxxxxxx X. Xxxxxxxx Name: Xxxxxxxxx X. Xxxxxx
------------------------- ------------------------------
Vice President and
Title: Chief Financial Officer Title: Vice President and Secretary
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SCHEDULE A
ANNUALIZED EXPENSE RATIO
(AS A PERCENTAGE OF
PORTFOLIO AVERAGE NET ASSETS)
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U.S. LARGE COMPANY PORTFOLIO 0.15% *
ENHANCED U.S. LARGE COMPANY PORTFOLIO 0.45% **
U.S. SMALL XM VALUE PORTFOLIO 0.50% *
INTERNATIONAL SMALL COMPANY PORTFOLIO 0.45% ***
JAPANESE SMALL COMPANY PORTFOLIO 0.47% ***
UNITED KINGDOM SMALL COMPANY PORTFOLIO 0.47% ***
CONTINENTAL SMALL COMPANY PORTFOLIO 0.47% ***
PACIFIC RIM SMALL COMPANY PORTFOLIO 0.47% ***
EMERGING MARKETS PORTFOLIO 1.00% *
LD U.S. MARKETWIDE PORTFOLIO 0.30% ****
HD U.S. MARKETWIDE PORTFOLIO 0.30% ****
TAX-MANAGED U.S. EQUITY PORTFOLIO
(FORMERLY, TAX-MANAGED U.S. MARKETWIDE PORTFOLIO) 0.25% ****
* FOR EACH OF THESE PORTFOLIOS, DFA HAS AGREED TO WAIVE ITS
ADMINISTRATION FEE AND TO ASSUME THE PORTFOLIO'S DIRECT AND INDIRECT
EXPENSES (INCLUDING THE EXPENSES THE PORTFOLIO BEARS AS A SHAREHOLDER
OF ITS MASTER FUND) TO THE EXTENT NECESSARY TO LIMIT THE PORTFOLIO'S
EXPENSES TO THE RATE LISTED ABOVE FOR SUCH PORTFOLIO.
** FOR THE ENHANCED U.S. LARGE COMPANY PORTFOLIO, DFA HAS AGREED TO WAIVE
ITS ADMINISTRATION FEE TO THE EXTENT NECESSARY TO REDUCE THE
PORTFOLIO'S EXPENSES TO THE EXTENT THAT ITS TOTAL DIRECT AND INDIRECT
EXPENSES (INCLUDING THE EXPENSES THE PORTFOLIO BEARS AS A SHAREHOLDER
OF ITS MASTER FUND) EXCEED THE RATE LISTED ABOVE FOR THE PORTFOLIO.
*** FOR EACH OF THESE PORTFOLIOS, DFA HAS AGREED TO WAIVE ITS
ADMINISTRATION FEE AND TO ASSUME THE PORTFOLIO'S OTHER DIRECT EXPENSES
TO THE EXTENT NECESSARY TO LIMIT THE PORTFOLIO'S DIRECT EXPENSES TO THE
RATE LISTED ABOVE FOR SUCH PORTFOLIO.
**** FOR EACH OF THESE PORTFOLIOS, DFA HAS AGREED TO WAIVE ITS
ADMINISTRATION FEE AND TO ASSUME THE PORTFOLIO'S EXPENSES (UP TO THE
AMOUNT OF FEES PAID TO DFA BASED ON THE PORTFOLIO'S ASSETS INVESTED IN
ITS MASTER FUND) TO THE EXTENT NECESSARY TO REDUCE THE PORTFOLIO'S
EXPENSES WHEN ITS TOTAL OPERATING EXPENSES EXCEED THE RATE LISTED ABOVE
FOR SUCH PORTFOLIO.
DATED: SEPTEMBER 24, 2001
