Exhibit No. EX-99.d.2.g.
SUB-ADVISORY AGREEMENT
AGREEMENT dated this 7th day of August, 2006 among DFA INVESTMENT
DIMENSIONS GROUP INC., a Maryland corporation (the "Fund"), DIMENSIONAL FUND
ADVISORS INC., a Delaware corporation ("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 Emerging Markets Social Core Portfolio (the "Portfolio"); and
WHEREAS, the Portfolio invests in "United Kingdom and European equity
market stocks" 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 Portfolios and the selection of brokers or
dealers and the execution of trades with respect to United Kingdom and European
equity market stocks; 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 for the Portfolio; 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. 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 or any affiliate
thereof may have arising out of the execution by it of portfolio transactions
for the Fund.
5. Term. This Agreement shall become effective on August 7th, 2006 and
shall remain in effect until August 7th, 2007, 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.
[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 INC.
By:
Name:
Title:
DIMENSIONAL FUND ADVISORS LTD.
By:
Name:
Title:
DFA INVESTMENT DIMENSIONS GROUP INC.
By:
Name:
Title:
