Exhibit 99.b5.10
DFA INVESTMENT DIMENSIONS GROUP INC.
THE TAX-MANAGED U.S. 5-10 VALUE PORTFOLIO
THE TAX-MANAGED U.S. 6-10 SMALL COMPANY PORTFOLIO
THE TAX-MANAGED DFA INTERNATIONAL VALUE PORTFOLIO
INVESTMENT ADVISORY AGREEMENT
AGREEMENT made this 7TH day of DECEMBER, 1998, by and between DFA INVESTMENT
DIMENSIONS GROUP INC., a Maryland corporation (the "Fund") and DIMENSIONAL FUND
ADVISORS INC., a Delaware corporation (the "Advisor").
1. DUTIES OF ADVISOR. The Fund hereby employs the Advisor to manage the
investment and reinvestment of the assets of:
"THE TAX-MANAGED U.S. 5-10 VALUE PORTFOLIO;"
"THE TAX-MANAGED U.S. 6-10 SMALL COMPANY PORTFOLIO;" AND THE
"THE TAX-MANAGED DFA INTERNATIONAL VALUE PORTFOLIO,"
collectively the "Tax-Managed Portfolios"), to continuously review, supervise
and administer each of the Tax-Managed Portfolios' respective investment
programs, to determine in its discretion the securities to be purchased or sold
and the portion of each of the Tax-Managed Portfolios' respective 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 respective objectives, policies and limitations of each portfolio set forth
in the Tax-Managed Portfolios' prospectus and applicable laws and regulations.
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 and for the compensation
provided herein.
2. PORTFOLIO TRANSACTIONS. The Advisor is authorized to select the brokers
or dealers that will execute the purchases and sales of portfolio securities for
each of the Tax-Managed Portfolios and is directed to use its best effort to
obtain the best available prices and most favorable executions, except as
prescribed herein. It is understood that the Advisor will not be deemed to have
acted unlawfully, or to have breached a fiduciary duty to the Fund or to any of
the Tax-Managed Portfolios, or be in breach of any obligation owing to the Fund
or to any of the Tax-Managed Portfolios under this Agreement, or otherwise,
solely by reason of its having caused any of the Tax-Managed Portfolios to pay a
member of a securities exchange, a broker or a dealer a commission for effecting
a securities transaction for any of the Tax-Managed Portfolios in excess of the
amount of commission another member of an exchange, broker or dealer would have
charged if the Advisor determines in good faith that the commission paid was
reasonable in relation to the brokerage or research services provided by such
member, broker or dealer, viewed in terms of that particular transaction or the
Advisor's overall responsibilities with respect to its accounts, including the
Fund, as to which it exercises investment discretion. The Advisor will promptly
communicate to the officers and directors of the Fund such information relating
to transactions for each of the Tax-Managed Portfolios as they may reasonably
request.
3. COMPENSATION OF THE ADVISOR. For the services to be rendered by the
Advisor as provided in Section 1 of this Agreement, the Fund shall pay to the
Advisor, at the end of each month, a fee equal to one-twelfth of each of the
Tax-Managed Portfolios' respective net assets, as follows:
The Tax-Managed U.S. 5-10 Value Portfolio 0.50%
The Tax-Managed U.S. 6-10 Small Company Portfolio 0.50%
The Tax-Managed DFA International Value Portfolio 0.50%
In the event that this Agreement is terminated at other than a month-end, the
fee for such month shall be prorated, as applicable.
4. OTHER SERVICES. At the request of the Fund, the Advisor, in its
discretion, may make available to the Fund office facilities, equipment,
personnel and other services. Such office facilities, equipment, personnel and
service shall be provided for or rendered by the Advisor and billed to the Fund
at the Advisor's cost and, where applicable, the cost thereof shall be
apportioned among the several Portfolios of the Fund proportionate to their
respective utilization thereof.
5. REPORTS. The Fund and the Advisor agree to furnish to each other
information with regard to their respective affairs as each may reasonably
request.
6. STATUS OF THE ADVISOR. The services of the Advisor to the Fund or with
respect to any of the Tax Portfolios, 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 to any of the Tax-Managed Portfolios, 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.
7. LIABILITY OF ADVISOR. 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.
8. PERMISSIBLE INTERESTS. 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.
9. DURATION AND TERMINATION. This Agreement shall become effective on
DECEMBER 7, 1998 (the "Effective Date") and shall continue in effect until
DECEMBER 8, 2000, 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
2
Agreement or interested persons of any such party, cast in person, at a meeting
called for the purpose of voting such approval. In addition, the question of
continuance of this Agreement may be presented to the shareholders of the Fund;
in such event, such continuance shall be effected only if approved by the
affirmative vote of the holders of a majority of the respective outstanding
voting securities of any of the Tax-Managed Portfolios.
This Agreement may at any time be terminated without payment of any
penalty either by vote of the Board of Directors of the Fund or by vote of the
holders of a majority of the respective outstanding voting securities of any of
the Tax-Managed Portfolios, on sixty days written notice to the Advisor,
This Agreement shall automatically terminate in the event of its
assignment, and
This Agreement may be terminated by the Advisor after ninety days
written notice to the Fund.
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.
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),
Section 2(a)(42) of the Investment Company Act of 1940 and Rule 18f-2
thereunder.
10. 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.
IN WITNESS WHEREOF, the parties hereby have caused this Agreement to be
executed this 7TH day of DECEMBER, 1998.
DIMENSIONAL FUND DFA INVESTMENT
ADVISORS INC. DIMENSIONS GROUP INC.
By: XXXXX X. XXXXX By: XXXXX X. XXXXXXX
----------------------- ----------------------------
Xxxxx X. Xxxxx Xxxxx X. Xxxxxxx
Chief Executive Officer Vice President and Secretary
3
