INVESTMENT ADVISORY AGREEMENT
AGREEMENT made this 13th day of May 1987, 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 employs the Advisor to manage the investment and reinvestment
of the assets of The DFA Five-Year Fixed Income Portfolio of the Fund (the
"Portfolio"), to continuously review, supervise and administer the Portfolio's
investment program, to determine in its discretion the securities to be
purchased or sold and the portion of the Portfolio's assets to be held
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 Board of Directors concerning the Advisor's discharge of the
foregoing responsibilities. The Advisor shall discharge the foregoing
responsibilities subject to the control of the officers and the Board of
Directors of the Fund, and in compliance with the objectives, policies and
limitations set forth in the Fund's prospectus and applicable laws and
regulations. The Advisor accepts such employment and agrees to render the
services and to provide, at its own expense, the office space, furnishings and
equipment and the personnel required by it to perform the services 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 the Portfolio and is
directed to use its best efforts to obtain the best available price and most
favorable execution, 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 in respect of the Portfolio, or be in breach of
any obligation owing to the Fund or in respect of the Portfolio under this
Agreement, or otherwise, solely by reason of its having caused the Fund to pay a
member of a securities exchange, a broker or a dealer a commission for effecting
a securities transaction for the Fund in excess of the amount of commission
another member of an exchange, broker or dealer would have charged if the
Advisor determined 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 properly
communicate to the officers and directors of the Fund such information relating
to transactions for the Portfolio 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-sixtieth (1/60) of one percent (1%) of the net assets of the
Portfolio (.20% annually). In the event that this Agreement is terminated at
other than a month-end, the fee for such month shall be prorated.
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 in respect of the
Portfolio, are not to be deemed exclusive, and the Advisor shall be free to
render similar services to others so 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.
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
-2-
any 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 May 12, 1987, and continue in
effect until December 22, 1987, and thereafter, only so long as 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 such
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 the 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 a majority of the outstanding voting securities of the
Portfolio.
(a) 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 a majority of the outstanding voting securities of the Portfolio, on
sixty days' written notice to the Advisor,
(b) This Agreement shall automatically terminate in the event of
its assignment, and
(c) This Agreement may be terminated by the Advisor on 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 9, the terms "assignment," "interested
persons," and a "vote of a majority of the
-3-
outstanding securities" shall have the respective meanings set forth in Section
2(a)(4), 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 hereto have caused this Agreement
to be executed on this 13th day of May, 1987.
DIMENSIONAL FUND ADVISORS INC. DFA INVESTMENT DIMENSIONS
GROUP INC.
By /s/ Xxx X. Xxxxxxxxxxx By /s/ Xxxxxxx X. Xxxxxxxxx
----------------------- --------------------------
Chairman President
