Exhibit No. EX-99.d.2.h.
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 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 Emerging Markets Social Core Portfolio (the "Portfolio"); and
WHEREAS, the Portfolio invests in "Asia Pacific Stocks" 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 Portfolios and the selection of
brokers or dealers and the execution of trades with respect to Asia Pacific
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 DFA 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. 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, bylaws, 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 Portfolio. 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
the Asia Pacific equity market; and it shall maintain and provide
to DFA current financial information with respect to specific
Asia Pacific stocks on the execution schedules. DFA Australia
shall also furnish DFA with advice and information regarding
securities of Asia Pacific 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 $13,000 U.S. dollars 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 transactions for the Fund.
4. Term. This Agreement shall become effective on August 7, 2006 and shall
remain in effect until August 7, 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 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 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.
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.
[signature page follows]
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: /s/ Xxxxxxx X. Xxxxxxxx
Name: Xxxxxxx X. Xxxxxxxx
Title: VP & CFO
DFA AUSTRALIA LIMITED
By: /s/ Xxxxxx Xxxx
Name: Xxxxxx Xxxx
Title: Director
DFA INVESTMENT DIMENSIONS GROUP INC.
By: /s/ Xxxx X. Xxxx
Name: Xxxx X. Xxxx
Title: Vice President
