Exhibit No. EX-99.d.2.m
SUB-ADVISORY AGREEMENT
AGREEMENT dated this __ day of _________, 2007, 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 the International Sustainability 1 Portfolio (the "Portfolio"); and
WHEREAS, the Portfolio 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 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 international 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:
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.
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.
DFAL shall periodically provide DFA with data concerning certain international
markets; and it shall maintain and provide to DFA current financial information
with respect to specific international equity stocks on the execution schedules.
DFAL 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 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)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.
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 __________, 2007 and
shall remain in effect until __________, 2009, 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.
6. 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
federal law, regulation or rule, including the 1940 Act and the Investment
Advisers Act of 1940 and any rules and regulations promulgated thereunder. The
parties agree and consent to the jurisdiction of the State and federal courts of
Maryland.
7. Classification. DFAL has classified the Portfolio as a market
counterparty within the meaning of the FSA Handbook of Rules and Guidance and
DFAL will provide its services to Portfolio on that basis.
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
