Exhibit 99.b5.2
INVESTMENT ADVISORY AGREEMENT
AGREEMENT made this 2nd day of April 1991, 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
The Fund hereby employs the Advisor to manage the investment
and reinvestment of the assets of The Large Cap International 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 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
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.
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
Portfolio to pay a member of a securities exchange, a broker or a dealer a
commission for effecting a securities transaction for the Portfolio 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 the Portfolio as they may reasonably request.
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 .25 percent of the net assets of the
Portfolio. In the event that this Agreement is terminated at other than a
month-end, the fee for such month shall be prorated.
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.
Reports
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
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
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
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
This Agreement shall become effective on April ___, 1991 (the
"Effective Date") and shall continue in effect until December 31, 1991, 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
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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 outstanding voting securities of the Portfolio.
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 outstanding voting securities of the
Portfolio, 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 9, 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)(42) of the Investment Company Act of 1940 and Rule 18f-2
thereunder.
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 2nd day of April, 1991.
DIMENSIONAL FUND DFA INVESTMENT
ADVISORS INC. DIMENSIONS GROUP INC.
By: /S/ ▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇▇ By: /S/ ▇▇▇▇▇ ▇. ▇▇▇▇▇
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Chairman-Chief President
Investment Officer
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DFA INVESTMENT DIMENSIONS GROUP INC.
CONSENT OF STOCKHOLDER
Pursuant to the requirements of Section 2-505 of the Maryland
Corporation Law governing actions taken by unanimous consent of stockholders,
Dimensional Fund Advisors Inc., being the sole stockholder of The Large Cap
International Portfolio of DFA Investments Dimensions Group Inc. hereby approves
the Investment Advisory Agreement between DFA Investment Dimensions Group Inc.
and Dimensional Fund Advisors Inc. relating to The Large Cap International
Portfolio, which is attached hereto.
DIMENSIONAL FUND ADVISORS INC.
By: /S/ ▇▇▇▇▇ ▇. ▇▇▇▇▇
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Consent given this 2nd day of April, 1991.
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