Exhibit No. EX-99.d.2.v
SUB-ADVISORY AGREEMENT
AGREEMENT dated this ___ day of________, 2008 among DFA INVESTMENT
DIMENSIONS GROUP INC., a Maryland corporation (the "Fund"), DIMENSIONAL FUND
ADVISORS LP, a Delaware limited partnership ("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 the International Vector Equity 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, DFA Australia 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
securities; 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 (the "1940 Act"). 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,
By-Laws, 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 Fund. 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 markets, and it shall maintain and provide to
DFA current financial information with respect to specific Asia
Pacific securities 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 (US) 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. 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.
4. Term. This Agreement shall become effective as of July 23, 2008, and
shall remain in effect until July 23, 2010, 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 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 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. 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.
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 LP
By: DIMENSIONAL HOLDINGS INC.,
General Partner
By:
Name
Title
DFA AUSTRALIA LIMITED
By:
Name
Title
DFA INVESTMENT DIMENSIONS GROUP INC.
By:
Name
Title