Exhibit No. 99(b)(5)(xxix)
SUB-ADVISORY AGREEMENT
AGREEMENT dated this 21st day of September, 1995 among DFA INVESTMENT
DIMENSIONS GROUP INC., a Maryland corporation (the "Fund"), DIMENSIONAL FUND
ADVISORS INC., a Delaware corporation ("DFA") and DFA Australia Pty Limited, a
corporation organized under the laws of New South Wales ("DFA Australia").
WHEREAS, DFA is the investment advisor to all the portfolios of the
Fund, including VA International Small Portfolio (the "Portfolio"); and
WHEREAS, the Portfolio will invest in "Japanese Small Company Stocks"
and "Pacific Rim Small Company Stocks" as categorized, defined and limited in
accordance with the Fund's registration statement; and
WHEREAS, DFA Australia personnel have expertise in certain business
areas pertinent to the business operations of the Portfolio and the selection of
brokers or dealers and the execution of trades with respect to such Small
Company Stocks; and
WHEREAS, DFA wishes to retain DFA Australia as sub-advisor with
respect to the VA International Small Portfolio, and DFA Australia wishes to act
as sub-advisor, upon the terms hereinafter set forth.
NOW, THEREFORE, in consideration of the premises and mutual covenants
and conditions contained herein, the parties hereto agree as follows:
1. SERVICES TO BE PERFORMED. DFA hereby employs, subject to approval by
the Board of Directors of the Fund, and supervision by DFA, DFA Australia to
furnish, at DFA Australia's expense, the services described below with respect
to the Portfolio:
a. DFA Australia shall have the authority and responsibility to select
brokers or dealers to execute purchases and sales of eligible securities
for the Portfolio. Such authority and responsibility shall include,
without limitation, (i) providing investment and ancillary services for the
Advisor and determining the best and most efficient means of purchasing and
selling such portfolio securities in order to receive best price and
execution; and (ii) allocating trades among brokers and dealers, including
any affiliate of the Fund or of any investment advisor or affiliate
thereof, subject to Section 17 of the Investment Company Act of 1940. In
carrying out its obligations hereunder, DFA Australia will act with a view
to the Portfolio's objectives as set forth in the Fund's registration
statement and otherwise communicated to DFA Australia by DFA, including the
objectives of receiving best price and execution for portfolio transactions
and of causing as little price fluctuation as possible. DFA Australia
shall not receive any commission or rebate from any broker or dealer to
whom it allocates trades nor shall it receive any commission from DFA based
upon the allocation of trades. DFA will advise DFA Australia of changes in
the Fund's Articles of Incorporation, bylaws, and registration statement
and any objectives not appearing therein as they may be relevant to DFA
Australia's performance under this Agreement. DFA will furnish to DFA
Australia reports on cash available for investment and needed for
redemption payments. DFA shall be responsible to the Board of Directors of
the Fund for the preparation of schedules of securities eligible for
purchase and sale by the Portfolio ("execution schedules"), and shall
prepare such schedules on at least a semi-annual basis, it being understood
that DFA may consult with DFA Australia in connection therewith, and may
delegate to DFA Australia the preparation of such schedules. On at least a
semi-annual basis DFA will review the Portfolio's holdings, make, itself or
in consultation with DFA Australia, any necessary adjustments to the
execution schedules and review the securities trading process and
executions. DFA Australia is
authorized to have orders executed for more or fewer shares than set forth
on the execution schedules when market conditions and other factors permit
or require, provided that such variances from the execution schedules are
within the parameters agreed to by DFA from time to time or in specific
cases. DFA Australia shall report the results of all trading activities
and all such other information relating to portfolio transactions for the
Portfolio as DFA may reasonably request, on a daily basis to DFA and any
other entity designated by DFA, including without limitation the custodian
of the Portfolio. DFA Australia shall review and coordinate its agency
trading and execution strategies, practices and results with DFA as
frequently as reasonably requested.
b. DFA Australia shall maintain, and periodically review with DFA and the
Fund, policies and procedures necessary to ensure the effectiveness of on-
line communications systems between DFA Australia, DFA and the Fund.
c. DFA Australia shall periodically provide DFA with data concerning the
Japanese and Pacific Rim equity market; and it shall maintain and provide
to DFA current financial information with respect to specific stocks on the
execution schedules. DFA Australia shall also furnish DFA with advice and
information regarding securities of Japanese and Pacific Rim small
companies and shall provide DFA with such recommendations in connection
with the investment therein by the Portfolio as DFA Australia shall deem
necessary and advisable in light of the investment objective and policies
of the Portfolio.
2. COMPENSATION. For the services provided by DFA Australia hereunder
DFA shall pay DFA Australia a fee equal to 100,000 Hong Kong dollars per year,
to be paid on a quarterly basis. In the event that this Agreement is terminated
at other than a quarter-end, the fee for such quarter shall be prorated.
3. LIABILITY OF DFA AUSTRALIA. Except as provided by the next sentence,
DFA Australia shall not be liable for any error of judgment or of law or for any
loss suffered by the Fund in connection with the matters to which this Agreement
relates, except loss resulting from willful misfeasance, bad faith or gross
negligence on the part of DFA Australia in the performance of its obligations
and duties or by reason of its reckless disregard of its obligations and duties
under this Agreement. The foregoing sentence does not apply to any liability
which DFA Australia or any affiliate thereof may have arising out of the
execution by it of portfolio transaction for the Fund.
4. TERM. This Agreement shall become effective on September 21, 1995 and
shall remain in effect until December 22, 1995, unless sooner terminated as
hereinafter provided and shall continue in effect from year to year thereafter,
but only so long as such continuance is specifically approved, at least
annually, by (a) the vote of a majority of the Fund's directors, or (b) the vote
of a majority of the outstanding voting securities of the Portfolio and (c) the
vote of a majority of those directors who are not parties to this Agreement or
interested persons of any such party (except as directors of the Fund) cast in
person at a meeting called for the purpose of voting on such approval. The
terms "interested persons" and "vote of a majority of the outstanding voting
securities" shall have the meanings respectively set forth in Section 2(a)(19)
and Section 2(a)(42) of the Investment Company Act of 1940.
This Agreement may be terminated by DFA or by DFA Australia at any
time without penalty on ninety (90) days' written notice to the other party
hereto, and may also be terminated at any time without penalty by 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 (60) days' written notice to DFA
Australia by the Fund.
This Agreement shall automatically terminate in the event of its
assignment. The term "assignment" for this purpose shall have the meaning set
forth in Section 2(a)(4) of the Investment Company Act of 1940.
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This Agreement shall automatically terminate with respect to the
Portfolio in the event that the Investment Advisory Agreement for that Portfolio
between DFA and the Fund with respect to the Portfolio is terminated, assigned
or not renewed.
5. DFA Australia will promptly notify DFA and the Fund of any change in
the composition of its Board of Directors.
6. This Agreement is governed by and subject to the laws of the State of
California.
7. NOTICE. Any notice under this Agreement shall be in writing,
addressed and delivered or mailed, postage prepaid, to the other party at such
address as such other party may designate for the receipt of such notices.
IN WITNESS WHEREOF, DFA, DFA Australia and the Fund have caused this
Agreement to be executed as of the day and year above written.
DIMENSIONAL FUND ADVISORS INC.
By:/s/ Xxxxx X. Xxxxx
---------------------------------
President
DFA AUSTRALIA PTY LIMITED
By:/s/ Xxx X. Xxxxxxxxxxx
---------------------------------
Co-Chairman/CIO
DFA INVESTMENT DIMENSIONS GROUP INC.
By:/s/ Xxxxx X. Xxxxx
---------------------------------
President
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