Exhibit No. EX-99.d.2.g
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 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 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, 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 emerging markets equity
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 (the "1940 Act"). In carrying out its obligations hereunder,
DFAL will act with a view to the Portfolio's objectives, as set forth
in the Fund's registration statement, 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
possible in light of the size of the transaction being executed. DFA
will advise DFAL 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 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 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. DFAL shall also furnish DFA with
advice and information regarding securities of emerging markets 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.
2. Compensation. For the services provided by DFAL hereunder, DFA shall pay
DFAL a fee equal to(pound)_______ 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 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.
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 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 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. 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, 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
DFA AUSTRALIA LIMITED
By:
Name
Title
DFA INVESTMENT DIMENSIONS GROUP INC.
By:
Name
Title
