EXHIBIT 99(B)(5)(xxx)
SUB-ADVISORY AGREEMENT
AGREEMENT dated this 21st day of September, 1995 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 VA International Small Portfolio (the "Portfolio"); and
WHEREAS, the Portfolio will invest in "United Kingdom Small Company
Stocks" and "Continental Small Company Stocks" as categorized, defined and
limited in accordance with the Fund's registration statement; 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 such Small
Company Stocks; and
WHEREAS, DFA wishes to retain DFAL as sub-advisor with respect to the
VA International Small 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 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, bylaws, 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 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 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 Portfolio. 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 Continental equity markets; and it shall maintain and provide
to DFA current financial information with respect to specific stocks on the
execution schedules. DFAL shall also furnish DFA with advice and
information regarding securities of United Kingdom and Continental 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 L 50,000 per year, to be paid on a quarterly basis. In
the event that this Agreement is terminated at other than a 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 September 21, 1995 and
shall remain in effect until December 22, 1995, 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 Act of 1940.
This Agreement shall automatically terminate with respect to the
Portfolio in the event that the Investment Advisory Agreement for that Portfolio
between DFA and the Fund with respect to the Portfolio is terminated, assigned
or not renewed.
5. DFAL will promptly notify DFA and the Fund of any change in the
composition of its Board of Directors.
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6. This Agreement is governed by and subject to the laws of the State of
California.
7. 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:/s/Xxxxx X. Xxxxx
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President
DIMENSIONAL FUND ADVISORS LTD.
By:/s/Xxxxx X. Xxxxxxx
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Vice President
DFA INVESTMENT DIMENSIONS GROUP INC.
By:/s/Xxx X. Xxxxxxxxxxx
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Chairman
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