Exhibit No. EX-99.d.2.s
SUB-ADVISORY AGREEMENT
AGREEMENT dated this 23rd day of June, 2008 among DFA INVESTMENT DIMENSIONS
GROUP INC., a Maryland corporation (the "Fund"), DIMENSIONAL FUND ADVISORS LP, a
Delaware limited partnership ("DFA") and DIMENSIONAL FUND ADVISORS LTD., a
company organized under the laws of England ("DFAL").
WHEREAS, DFA is the investment advisor to all the portfolios of the Fund,
including DFA International Value ex Tobacco Portfolio (the "Portfolio"); and
WHEREAS, the Portfolio invests in United Kingdom and European securities as
categorized, defined and limited in accordance with the Fund's prospectus; and
WHEREAS, DFAL 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 United Kingdom and European
securities; and
WHEREAS, DFA wishes to retain DFAL as sub-advisor with respect to the
Portfolio, and DFAL 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, DFAL to furnish, at
DFAL's expense, the services described below with respect to the Portfolio:
a. DFAL 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, the maintenance of a trading desk; the determination of the
best and most efficient means of purchasing and selling such portfolio
securities in order to achieve best price and execution; and the allocation
of 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, as amended. In carrying out its
obligations hereunder, DFAL will act with a view to the Portfolio's
objectives as set forth in the Fund's prospectus and otherwise communicated
to DFAL by DFA, including the objectives of receiving best price and
execution for portfolio transactions and of causing as little price
fluctuation in the market prices of stocks being purchased or sold as
reasonably possible under prevailing market circumstances as well as in
light of the size of the transaction being executed. DFA will advise DFAL
of changes in the Fund's Articles of Incorporation, bylaws, and prospectus
and any objectives not appearing therein as they may be relevant to DFAL's
performance under this Agreement. DFA will furnish to DFAL reports on cash
available for investment and needed for redemption payments. DFA shall be
responsible to 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 DFAL in connection therewith, and may
delegate to DFAL 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 DFAL, any necessary adjustments to the execution
schedules and review the securities trading process and executions. DFAL 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. DFAL 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 Fund.
DFAL shall review and coordinate its agency trading and execution
strategies, practices and results with DFA as frequently as reasonably
requested.
b. DFAL shall maintain, and periodically review with DFA and the Fund,
policies and procedures necessary to ensure the effectiveness of on-line
communications systems between DFAL, DFA and the Fund.
c. DFAL shall periodically provide DFA with data concerning the United
Kingdom and European equity market; and it shall maintain and provide to
DFA current financial information with respect to specific United Kingdom
and European equity market stocks on the execution schedules. DFAL shall
also furnish DFA with advice and information regarding securities of United
Kingdom and European equity market small companies and shall provide DFA
with such recommendations in connection with the investment therein by the
Portfolio as DFAL shall deem necessary and advisable in light of the
investment objective and policies of the Portfolio.
3. Compensation. For the services provided by DFAL hereunder DFA shall pay
DFAL a fee equal to(pound)50,000 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.
4. Liability of DFAL. Except as provided by the next sentence, DFAL 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 DFAL 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 DFAL may have arising
out of the execution by it or any of its employees, officers or agents of
portfolio transactions for the Account.
5. Term. This Agreement shall become effective as of June 23, 2008 and
shall remain in effect until June 23, 2010 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 DFAL 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 DFAL 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 of 1940.
This Agreement shall automatically terminate with respect to the Portfolio
in the event that the Investment Advisory Agreement for the Portfolio between
DFA and the Fund is terminated, assigned or not renewed.
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 Maryland
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 (the "Advisers Act") and any rules and
regulations promulgated thereunder. The parties agree and consent to the
jurisdiction of the State and federal courts of Maryland.
8. Schedules. Schedules to this Agreement form a part of it.
[signature page follows]
IN WITNESS WHEREOF, DFA, DFAL and the Fund have caused this Agreement to be
executed as of the day and year above written.
DIMENSIONAL FUND ADVISORS LP,
By Dimensional Holdings Inc., General Partner
By:
Name:
Title:
DIMENSIONAL FUND ADVISORS LTD.
By:
Name:
Title:
DFA INVESTMENT DIMENSIONS GROUP INC.
By:
Name:
Title:
Schedule to Sub-Advisory Agreement
CUSTOMER CATEGORISATION
DFAL is authorised and regulated by the Financial Services Authority in the
United Kingdom (the FSA"). DFAL has categorised DFA as a Professional Client (as
defined in the FSA Rules) and DFAL will provide its services hereunder on that
basis.
DFA has the right to request DFAL to categorise it as a retail client (as
defined in the FSA Rules) either generally or in specific circumstances.
However, if DFA were to request to be categorized as a retail client, DFAL would
not be able to provide the services outlined in the Agreement as DFAL does not
provide services to retail clients.
Any reference to "FSA Rules" shall means the rules, guidance, principles and
codes comprised in the Handbook of Rules and Guidance issued by the FSA.
The parties understand and agree that such categorisation is not intended to,
and does not, affect the relationship between and among the parties under the
1940 Act or the Advisers Act.
