Exhibit No. EX-99.d.2.h
FORM OF
SUB-ADVISORY AGREEMENT
AGREEMENT dated this ____ day of ____________, 2006, among DFA INVESTMENT
DIMENSIONS GROUP INC., a Maryland corporation (the "Fund"), DIMENSIONAL FUND
ADVISORS INC., a Delaware corporation ("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 portfolios of the Fund,
including the Emerging Markets Social Core Portfolio (the "Portfolio"); and
WHEREAS, the Portfolio invests in securities of issuers associated with
emerging markets designated by the Investment Committee of DFA, as categorized,
defined, and limited in accordance with the Fund's prospectus; 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 emerging markets
equity stocks; and
WHEREAS, DFA wishes to retain DFA Australia as sub-advisor with respect to
the 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 (the "1940 Act"). 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, By-Laws, 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
Fund. 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
certain emerging markets, and it shall maintain and provide to DFA
current financial information with respect to specific emerging
markets equity stocks on the execution schedules. DFA Australia shall
also furnish DFA with advice and information regarding securities of
emerging markets 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 £ _______ 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. 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 ____________,__, 2006,
and shall remain in effect until ____________, 2008, 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 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 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 1940 Act.
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.
5. DFA Australia will promptly notify DFA and the Fund 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.
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:
President
DFA AUSTRALIA LIMITED
By:
Vice President
DFA INVESTMENT DIMENSIONS GROUP INC.
By:
Chairman
