SUB-ADVISORY AGREEMENT
EX-28.d.ii.45
AGREEMENT dated as of the ___ day of _______, 202_ among DIMENSIONAL ETF TRUST, a Delaware statutory trust (the “Trust”),
DIMENSIONAL FUND ADVISORS LP, a Delaware limited partnership (“DFA”), and DFA AUSTRALIA LIMITED, a corporation organized under the laws of New South Wales (“DFA Australia”).
WHEREAS, DFA is the investment advisor to all the series of the Trust, including the DIMENSIONAL GLOBAL EX US CORE FIXED
INCOME ETF (the “ETF Fund”); and
WHEREAS, the ETF Fund invests in securities of issuers associated with international markets designated by the Investment
Committee of DFA, as categorized, defined, and limited in accordance with the Trust’s prospectus; and
WHEREAS, DFA Australia personnel have expertise in certain business areas pertinent to the business operations of the ETF
Fund and the selection of brokers or dealers and the execution of trades with respect to international securities; and
WHEREAS, DFA wishes to retain DFA Australia as sub-advisor with respect to the ETF Fund, 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 Trustees of the Trust and supervision by DFA, DFA Australia to furnish, at DFA Australia’s expense, the services described below with respect to the ETF Fund:
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DFA Australia shall have the authority and responsibility to select brokers or dealers to execute purchases and sales of eligible securities for the ETF Fund. Such authority
and responsibility shall include, without limitation, (i) providing investment and ancillary services for DFA 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 Trust or of any investment advisor or affiliate thereof, subject to Section 17 of the Investment Company Act of 1940, as amended (the “1940
Act”). In carrying out its obligations hereunder, DFA Australia will act with a view to the ETF Fund’s objectives, as set forth in the Trust’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 Trust’s Agreement and Declaration of Trust, By-Laws, and registration statement, and any objectives not
appearing therein, as they
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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 Trustees of the Trust for the preparation of schedules of securities eligible for purchase and sale by the ETF Fund (“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 ETF Fund’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 ETF Fund 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 Trust. DFA Australia shall review and coordinate its agency trading and execution strategies, practices, and results with DFA as frequently as reasonably requested.
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DFA Australia shall maintain, and periodically review with DFA and the Trust, policies and procedures necessary to ensure the effectiveness of on-line communications systems
between DFA Australia, DFA, and the Trust.
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DFA Australia shall periodically provide DFA with data concerning the international markets, and it shall maintain and provide to DFA current financial information with
respect to specific international securities on the execution schedules. DFA Australia shall also furnish DFA with advice and information regarding securities of international companies and shall provide DFA with such recommendations in
connection with the investment therein by the ETF Fund as DFA Australia shall deem necessary and advisable in light of the investment objective and policies of the ETF Fund.
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2. Compensation. For the services provided by DFA Australia
hereunder, DFA shall pay DFA Australia a fee equal to $13,000 (U.S.) per year, to be paid on a quarterly basis. In the event that this Agreement is terminated at other than quarter-end, the fee for such quarter shall be prorated.
3. Liability of DFA Australia. DFA Australia shall not be
liable for any error of judgment or of law or for any loss suffered by the Trust 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.
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4. Term. This Agreement shall become effective as of
_______, 202_, and shall remain in effect until ______, 202_, 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 Board of Trustees of the Trust, or (b) the vote of a majority of the outstanding voting securities of the ETF Fund, and (c) the vote of a majority of those Trustees who are not parties to this
Agreement or interested persons of any such party (except as Trustees of the Trust) 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 1940 Act.
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 Trustees of the Trust or by vote of the holders of a majority of the outstanding voting securities of the ETF Fund on sixty (60) days’ written
notice to DFA Australia by the Trust.
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 1940 Act.
This Agreement shall automatically terminate with respect to the ETF Fund in the event that the Investment Management
Agreement for the ETF Fund between DFA and the Trust is terminated, assigned, or not renewed.
5. DFA Australia will promptly notify DFA and the Trust of any change in the composition of its Board of Directors.
6. 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.
7. Governing Law and Consent to Jurisdiction. This
Agreement shall be governed by, and construed in accordance with, the laws of the State of Texas without giving effect to the conflict of laws principles thereof; provided that nothing herein shall be construed to preempt, or to be inconsistent
with, any U.S. federal law, regulation or rule, including the 1940 Act and the Investment Advisers Act of 1940, as amended and any rules and regulations promulgated thereunder. The parties agree and consent to the jurisdiction of the State and
federal courts of Texas.
[signature page follows]
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IN WITNESS WHEREOF, DFA, DFA Australia, and the Trust have caused this Agreement to be executed as of the day and year
above written.
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DIMENSIONAL FUND ADVISORS LP
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By:
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DIMENSIONAL HOLDINGS INC.,
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General Partner
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By:
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Name:
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Title:
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DFA AUSTRALIA LIMITED
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By:
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Name:
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Title:
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By:
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Name:
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Title:
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