EXHIBIT NO. EX-99.h.4.d
EXPENSE WAIVER AND
ASSUMPTION AGREEMENT
AGREEMENT made this 27th day of July 2001, 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").
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 as listed on Schedule A of this
Agreement;
NOW, THEREFORE, the parties hereto agree as follows:
1. EXPENSE WAIVER AND 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 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
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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
--------- --------------
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 __, 2001
HD U.S. Marketwide Portfolio September __, 2001
Tax-Managed U.S. Marketwide Portfolio August 1, 2001
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as
of the date first-above written.
DFA INVESTMENT DIMENSIONS DIMENSIONAL FUND ADVISORS INC.
GROUP INC.
By: /s/ Xxxxxxx X. Xxxxxxxx By: /s/ Xxxxxxxxx X. Xxxxxx
----------------------------------- -------------------------------
Name: Xxxxxxx X. Xxxxxxxx Name: Xxxxxxxxx X. Xxxxxx
--------------------------------- -----------------------------
Title: V. P. & CFO Title: Vice President & Secretary
-------------------------------- ----------------------------
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SCHEDULE A
ANNUALIZED EXPENSE RATIO
PORTFOLIO (AS A PERCENTAGE OF AVERAGE NET ASSETS)
--------- ---------------------------------------
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. MARKETWIDE PORTFOLIO 0.30% ****
* 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: JULY 27, 2001
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