ADMINISTRATION AND
ACCOUNTING SERVICES AGREEMENT
THIS AGREEMENT is made as of the 15th day of January 1993, by and between
THE DFA INVESTMENT TRUST COMPANY, a Delaware business trust (the "Fund"), and
PROVIDENT FINANCIAL PROCESSING CORPORATION ("PFPC"), a Delaware corporation
which is an indirect wholly-owned subsidiary of PNC Financial Corp.
W I T N E S S E T H
WHEREAS, the Fund is registered as a management investment company under
the Investment Company Act of 1940, as amended (the "1940 Act"); and
WHEREAS, the Fund wishes to retain PFPC to provide certain administrative
and accounting services, and PFPC is willing to furnish such services;
NOW, THEREFORE, in consideration of the premises and mutual covenants
herein contained, it is agreed between the parties hereto as follows:
1. APPOINTMENT. The Fund hereby appoints PFPC to provide certain
administrative and accounting services to the Fund for the period and on the
terms set forth in this Agreement. PFPC accepts such appointment and agrees to
furnish the services herein set forth in return for the compensation as provided
in Paragraph
12 of this Agreement. The Fund presently issues five series of shares
("Shares") which are described in the registration statement delivered to PFPC
herewith, and may from time to time issue additional series of shares.
Hereinafter each such series shall be referred to as a "Series". The records,
notices, reports and services provided by PFPC hereunder shall be prepared,
kept, maintained and furnished by PFPC in respect of each Series of the Fund
existing on the date hereof, and any Series organized by the Fund after the date
hereof as agreed in writing by the Fund and PFPC.
2. DELIVERY OF DOCUMENTS. The Trustee has furnished PFPC with copies
properly certified or authenticated of each of the following:
(a) Resolutions of the Fund's Board of Trustees authorizing the
appointment of PFPC to provide certain administration and accounting services
for the Fund and approving this Agreement;
(b) Appendix A identifying and containing the signatures of the
Fund's officers and other persons authorized to issue Oral Instructions and to
sign Written Instructions, as hereinafter defined, on behalf of the Fund;
(c) The Fund's Certificate of Trust filed with the Delaware Secretary
of State on October 17, 1992 and all amendments thereto;
(d) The Fund's Agreement and Declaration of Trust and all amendments
thereto (such Agreement and Declaration of Trust as
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presently in effect and as it may from time to time be amended, is herein called
the "Declaration of Trust");
(e) The Fund's By-Laws and all amendments thereto (such By-Laws, as
presently in effect and as they shall from time to time be amended, are herein
called "By-Laws");
(f) The current investment advisory agreements between Dimensional
Fund Advisors Inc. (the "Advisor") and the Fund;
(g) The Custodian Agreement between Provident National Bank and the
Fund dated as of January 15, 1993;
(h) The Transfer Agency Agreement between Provident Financial
Processing Corporation and the Fund dated as of January 15, 1993; and
(i) The Fund's most recent registration statement on Form N-1A under
the 1940 Act (File No. 811-7436), as filed with the U.S. Securities and Exchange
Commission ("the SEC") on January 15, 1993 and all amendments thereto (such
registration statement as presently effective and as it shall from time to time
be amended, is herein called the "Registration Statement").
The Fund will furnish PFPC from time to time with copies, properly
certified or authenticated, of all amendments of or supplements to the
foregoing, if any.
3. DEFINITIONS.
(a) "AUTHORIZED PERSON". As used in this Agreement, the term
"Authorized Person" means any officer of the Fund and any other person, whether
or not any such person is an officer or employee of the Fund, duly authorized by
the Board of Trustees of
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the Fund to give Oral and Written Instructions on behalf of the Fund and listed
on Appendix A listing persons duly authorized to give Oral or Written
Instructions on behalf of the Fund as may be received by PFPC from time to time.
(b) "ORAL INSTRUCTIONS". As used in this Agreement, the term "Oral
Instructions" means oral instructions actually received by PFPC from an
Authorized Person or from a person reasonably believed by PFPC to be an
Authorized Person. The Fund agrees to deliver to PFPC, at the time and in the
manner specified in Paragraph 4(b) of this Agreement, Written Instructions
confirming Oral Instructions.
(c) "WRITTEN INSTRUCTIONS". As used in this Agreement, the term
"Written Instructions" means written instructions delivered by hand, mail,
tested telegram, cable, telex or facsimile sending device, and received by PFPC,
signed by two Authorized Persons. Written Instructions include electronic
transmissions properly originated and confirmed by the Fund.
(d) "AFFILIATE". As used herein, "Affiliate" means any company that
controls, is controlled by, or is under common control with PFPC.
4. INSTRUCTIONS CONSISTENT WITH DECLARATION OF TRUST, ETC.
(a) Unless otherwise provided in this Agreement, PFPC shall act only
upon Oral or Written Instructions. Although PFPC may know of the provisions of
the Declaration of Trust and By-Laws of the Fund, PFPC may assume that any Oral
or Written Instructions received hereunder are not in any way inconsistent with
any
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provisions of such Declaration of Trust or By-Laws, or any vote, resolution or
proceeding of the Shareholders, or of the Board of Trustees, or of any committee
thereof.
(b) PFPC shall be entitled to rely upon any Oral Instructions and any
Written Instructions actually received by PFPC from the Fund and any Affiliate,
provided such Affiliate has not acted negligently (unless such an Affiliate has
received and transmitted erroneous instructions received from an Authorized
Person who is not an Affiliate) pursuant to this Agreement. The Fund agrees to
forward to PFPC Written Instructions confirming Oral Instructions in such manner
that the Written Instructions are received by PFPC, whether by hand delivery,
telex, facsimile sending device or otherwise, by the close of business of the
same day that such Oral Instructions are given to PFPC. The Fund agrees that
the fact that such confirming Written Instructions are not received by PFPC
shall in no way affect the validity of the transactions or enforceability of the
transactions authorized by the Fund by giving Oral Instructions. The Fund
agrees that PFPC shall incur no liability to the Fund in acting upon Oral
Instructions given to PFPC by the Fund hereunder concerning such transactions,
provided such instructions reasonably appear to have been received from an
Authorized Person.
5. SERVICES ON A CONTINUING BASIS.
(a) In preparing the accounting records of the Fund, PFPC shall
comply with generally accepted accounting principles (GAAP) or with an
alternative method described in Written
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Instructions provided that such alternative method is not unreasonable and would
not be burdensome to PFPC. PFPC will perform the following accounting services
for the Fund on an ongoing or a daily basis, as appropriate, it being understood
that the services provided hereunder shall be provided on a per Series basis in
a manner that properly identifies the Series as to which such services relate:
(1) On a daily basis, journalize the Fund's investment, capital
Share and income and expense activities and post to the
general ledger;
(2) Verify with the Fund's custodians, investment buy/sell trade
tickets which may be sent electronically via modem from the
Advisor and which may include securities acquired for Fund
shares when received from the Advisor, transmit verified
trades to the Fund's custodians for proper settlement, and
PFPC shall promptly notify the Advisor of any trades
received which have not been so verified;
(3) Maintain individual ledgers for investment securities;
(4) Maintain historical tax lots for each security;
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(5) Reconcile cash and investment balances with the custodian of
each Series, and provide the Advisor with the beginning cash
balances available for investment purposes;
(6) Update the cash availability and projected receivables/
payables throughout the day as required by the Advisor and
direct the custodians to invest idle cash in repurchase
agreements and/or in other liquid investments as mutually
agreed upon in accordance with the Written Instructions
of the Advisor;
(7) Post to and prepare the Statement of Assets and Liabilities
and the Statement of Operations;
(8) Calculate various contractual expenses (e.g., advisory and
custody fees) and confirm to the Fund the amounts paid by
the Fund in respect of such contracts as provided for
therein;
(9) Monitor the expense accruals and notify Fund management of
any proposed adjustments;
(10) Control all disbursements and authorize such disbursements
upon Written Instructions;
(11) Calculate capital gains and losses;
(12) Determine net income;
(13) Obtain security market quotes from independent pricing
services approved by the Fund, or if
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such quotes are unavailable, then obtain such prices from,
or in accordance with the directions of, the Advisor, and in
either case calculate the market value of the Fund's
investments;
(14) Transmit or mail a copy of the daily portfolio valuations
and a listing of acquisitions and dispositions of securities
of the Fund and, as of each month-end, transmit or mail a
floppy diskette reflecting securities holdings to the
Advisor;
(15) Consistent with the requirements of the Registration
Statement or Written Instructions which change those
requirements, compute the net asset values and, where
applicable, the offering prices of the Series and promptly
report thereon to the transfer agent of each Series;
(16) Compute, and report to the Fund, each Series' yields,
expense ratios, portfolio turnover rate, and portfolio
average dollar-weighted maturity; and
(17) Compute amounts of foreign currency needed to settle foreign
securities transactions, and in accordance with Written
Instructions, enter into forward currency contracts with
banks and brokers.
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(b) In addition to the accounting services described in the foregoing
Paragraph 5(a), PFPC will:
(1) Prepare monthly financial statements, which will include the
following items (the form and content of such statements shall be in
accordance with GAAP):
Statement of Assets and Liabilities
Statement of Shareholders' Equity
Statement of Operations
Statement of Changes in Net Assets
Cash Statement
Schedule of Capital Gains and Losses;
PFPC will also prepare a Schedule of Investments for those
Series and at those times designated by the parties upon mutual agreement
(the form and content of such schedule shall be in accordance with GAAP).
(2) Prepare quarterly broker security transactions summaries,
including monthly reports of brokerage commissions paid setting forth such
information as the Fund may reasonably request and as to which the parties
may agree;
(3) Prepare monthly security transaction listings;
(4) Supply various Fund statistical data and reports as
requested by the Fund on an ongoing basis including the reports set forth
on Schedule A hereto;
(5) Prepare for execution and file the Fund's Federal and state
income tax returns, Federal Excise Tax returns, tax returns for the States
of Delaware and California and any supporting schedules to such returns and
assist the Fund in determining the amount, types and timing of dividend and
capital gains distributions necessary for each Series to
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avoid being required to pay Federal Income or Excise taxes on its income
and gains;
(6) Assist in the preparation of and file the Fund's Semi-Annual
Reports with the SEC on Form N-SAR;
(7) Assist in the preparation of and file with the SEC the
Fund's annual and semi-annual Shareholder reports;
(8) Assist in the preparation of registration statements on Form
N-1A and other filings relating to the registration of
the Fund;
(9) Monitor each Series' status as a regulated investment
company under Subchapter M of the Internal Revenue Code of 1986, as
amended, and if there is a change in such status, alert the Fund as soon as
practicable of such change;
(10) In the event that any securities transaction of the Fund
fails to settle in accordance with Written or Oral Instructions, PFPC shall
promptly notify the Fund; and
(11) Monitor each Series' securities positions to determine
whether, with respect to 75 percent of the value of each Series' total
assets, more than 5 percent of the value of each Series' total assets are
invested in any one issuer and, if so, alert the Fund as soon as
practicable of such circumstances.
6. RECORDS. PFPC shall keep the following records:
(a) all books and records with respect to the Fund's books of
account, including without limitation those required by
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rule 31a-1 under the 1940 Act (except paragraphs b(4) and (9)) and records
necessary to support each Series' tax returns; and
(b) records of the Fund's securities and exchange listed financial
futures and forward currency transactions.
The books and records pertaining to the Fund which are in the possession of
PFPC shall be the property of the Fund and shall be returned to the Fund or its
designee upon request. Such books and records shall be prepared and maintained
as required by the 1940 Act and other applicable laws and rules and regulations.
The Fund, or the Fund's authorized representatives, shall have access to such
books and records at all times during PFPC's normal business hours. Upon the
reasonable request of the Fund, copies of any such books and records shall be
provided by PFPC to the Fund or the Fund's authorized designee or representative
at the Fund's expense.
7. LIAISON WITH ACCOUNTANTS. PFPC shall act as liaison with the Fund's
independent public accountants and shall provide them with account analyses,
fiscal year summaries, and such other information, including audit related
schedules, as may be necessary to assure that the necessary information is made
available to such accountants for the expression of their opinion, as such may
be required by the Fund from time to time.
8. CONFIDENTIALITY. PFPC agrees on behalf of itself and its employees to
treat confidentially all records and other information relative to the Fund and
its prior, present or potential Shareholders or relative to the Advisor, except,
after prior notification to and approval in writing by the Fund, which approval
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may not be withheld where PFPC may be exposed to civil or criminal contempt
proceedings for failure to comply, when requested to divulge such information by
duly constituted authorities, or when so requested by the Fund.
9. EQUIPMENT FAILURES. In the event of equipment failures beyond PFPC's
control, PFPC shall, at no additional expense to the Fund, promptly notify the
Fund and take prompt, reasonable steps to minimize service interruptions but
shall have no liability with respect thereto except, at its own expense, to
reconstruct any records of the Fund that PFPC is required to prepare and
maintain hereunder. PFPC shall enter into and shall maintain in effect with
appropriate parties one or more agreements making reasonable provision for
emergency use of electronic data processing equipment to theextent appropriate
equipment is available. An equipment failure shall be beyond PFPC's control if
it results from one or more of the events described in the last sentence of the
first paragraph of Paragraph 14 hereunder.
10. RIGHT TO RECEIVE ADVICE.
PFPC shall be protected in any action or inaction PFPC takes in reliance on
advice of PFPC's counsel. PFPC shall promptly notify the Fund of the receipt of
such advice within reasonable time.
11. COMPLIANCE WITH GOVERNMENTAL RULES AND REGULATIONS. PFPC agrees to
perform its duties hereunder in accordance with applicable law; however, PFPC
assumes no responsibility for ensuring that the Fund complies with the
applicable requirements of
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the Securities Act of 1933, as amended (the "1933 Act"), the Securities Exchange
Act of 1934, as amended (the "1934 Act"), the 1940 Act, the Commodities Exchange
Act, as amended (the "CEA"), and any laws, rules and regulations of governmental
authorities having jurisdiction.
12. COMPENSATION. As compensation for the services rendered by PFPC
during the term of this Agreement, the Fund will pay to PFPC an annual fee
calculated daily and payable monthly, as may be agreed to in writing from time
to time by the Fund and PFPC.
13. INDEMNIFICATION. (a) The Fund agrees to indemnify and hold harmless
PFPC and its sub-contractors from all taxes, charges, expenses (except expenses
that are inherent to its duties hereunder), assessments, claims and liabilities
(including, without limitation, liabilities arising under the 1933 Act, the 1934
Act, the 1940 Act, the CEA, and any state or foreign securities laws, all as or
to be amended from time to time) including (without limitation) reasonable
attorneys' fees and disbursements, arising directly or indirectly from any
action or thing which PFPC takes or does or omits to take or do (i) at the
request or on the direction of or in reliance on the advice of the Fund or the
Fund's counsel on behalf of the Fund or (ii) upon Oral or Written Instructions
provided by the Fund, or an Affiliate, provided such Affiliate has not acted
negligently (unless such Affiliate has received and transmitted erroneous
instructions received from an Authorized Person that is not an Affiliate)
PROVIDED, that neither PFPC nor any of its sub-contractors shall be indemnified
against any
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liability (or any expenses incident to such liability) arising out of PFPC's own
misfeasance, bad faith, negligence or disregard of its duties or
responsibilities described in this Agreement.
(b) PFPC shall not pay or settle any claim, demand, expense or
liability in respect of which PFPC is entitled to be indemnified pursuant to
paragraph (a) above an ("Indemnifiable Claim") without the express written
consent of the Fund. PFPC shall notify the Fund promptly of receipt of
notification of an Indemnifiable Claim. Unless the Fund notifies PFPC within 30
days of receipt of Written Notice of such Indemnifiable Claim that the Fund does
not intend to defend such Indemnifiable Claim, the Fund shall defend PFPC from
such Indemnifiable Claim. The Fund shall have the right to defend any
Indemnifiable Claim at its own expense, such defense to be conducted by counsel
selected by the Fund. Further, PFPC may join the Fund in such defense at PFPC's
own expense, but to the extent that it shall so desire, the Fund shall direct
such defense. If the Fund shall fail or refuse to defend, pay or settle an
Indemnifiable Claim, PFPC, at the Fund's expense consistent with limitations
concerning attorney's fees expressed in Paragraph 13(a) hereof, may provide its
own defense.
14. RESPONSIBILITY OF PFPC. PFPC hereby represents that it is experienced
in the provision of the services covered by this Agreement. In the performance
of its duties hereunder, PFPC shall be obligated to exercise due care and
diligence and to act in a timely manner and in good faith to assure the accuracy
and completeness of all services performed under this Agreement. PFPC
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shall be under no duty to take any action on behalf of the Fund except as
specifically set forth herein or as may be specifically agreed to by PFPC in
writing. PFPC shall be responsible for its own negligent failure to perform its
duties under this Agreement. In assessing negligence for purposes of this
Agreement, the parties agree that the standard of care applied to PFPC's conduct
shall be the care that would be exercised by a similarly situated service
provider, supplying substantially the same services under substantially similar
circumstances. Notwithstanding the foregoing, PFPC shall not be responsible for
losses beyond its control, provided that PFPC has acted in accordance with the
provisions of this Agreement and the standard of care set forth above and
provided further that PFPC shall only be responsible for that portion of losses
or damages suffered by the Fund attributable to the negligence of PFPC. Losses
shall be beyond PFPC's control if they result from or occur because of delays or
errors or loss of data provided by a person other than PFPC or its Affiliates,
or their respective employees or agents, or acts of civil or military authority,
national emergencies, labor difficulties (other than those of PFPC or its
Affiliates), fire, equipment failure resulting from forces external to the
premises of PFPC or its Affiliates, flood or catastrophe, acts of God,
insurrection, war, riots or failure of the mails, transportation, communication
or power supply external to the premises of PFPC or its Affiliates and such
other circumstances beyond PFPC's control.
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Without limiting the generality of the foregoing or of any other provision
of this Agreement, PFPC in connection with its duties under this Agreement shall
not be under any duty or obligation to inquire into and shall not be liable for
or in respect of the validity or invalidity or authority or lack thereof of any
Oral or Written Instruction received from the Fund, or an Affiliate, provided
such Affiliate has not acted negligently (unless such an Affiliate has received
and transmitted erroneous instructions received from an Authorized Person that
is not an Affiliate), notice or other instrument which conforms to the
applicable requirements of this Agreement, and which PFPC reasonably believes to
be genuine.
PFPC shall have no liability to the Fund for any losses or damages, the
nature of which is or was remote, unforeseen, unforeseeable or beyond the scope
of reasonable anticipation at the time this Agreement was executed.
15. DURATION AND TERMINATION. This Agreement shall continue in effect
from the date hereof until terminated by either party upon not less than 180
days prior written notice to the other party. The foregoing provision
notwithstanding, either party may terminate this Agreement in the event of a
material breach of the terms hereof after written notice to the other party of
such breach and a reasonable time for cure of such breach, unless such breach is
not curable and, in such circumstances, this Agreement shall terminate, at the
option of the injured party, three months after the date such notice is given.
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16. NOTICES. All notices and other communications, including Written
Instructions (collectively referred to as "Notice" or "Notices" in this
Paragraph), hereunder shall be in writing or by confirming telegram, cable,
telex or facsimile sending device. Notices shall be addressed (a) if to PFPC at
PFPC's address, Bellevue Corporate Center, 000 Xxxxxxxx Xxxxxxx, Xxxxxxxxxx,
Xxxxxxxx 00000; (b) if to the Fund, at the address of the Fund; or (c) if to
neither of the foregoing, at such other address as shall have been notified to
the sender of any such Notice or other communication. All postage, cable, telex
and facsimile sending device charges arising from the sending of a Notice
hereunder shall be paid by the sender.
17. FURTHER ACTIONS. Each party agrees to perform such further acts and
execute such further documents as are necessary to effectuate the purposes
hereof.
18. AMENDMENTS. This Agreement or any part hereof may be changed or
waived only by an instrument in writing signed by the party against which
enforcement of such change or waiver is sought.
19. DELEGATION. On thirty (30) days prior written notice to the Fund,
PFPC may assign its rights and delegate its duties hereunder to any wholly-owned
direct or indirect subsidiary of PFPC National Bank or PNC Financial Corp
provided that (i) the delegate agrees with PFPC to comply with all relevant
provisions of this Agreement and applicable law; and (ii) PFPC and such delegate
shall promptly provide such information as the Fund may request, and respond to
such questions as the Fund may ask, relative to the
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delegation, including (without limitation) the capabilities of the delegate. In
the event of such delegation, PFPC shall remain liable under this Agreement.
20. COUNTERPARTS. This Agreement may be executed in two or more
counterparts, each of which shall be deemed an original, but all of which
together shall constitute one and the same instrument.
21. MISCELLANEOUS. This Agreement embodies the entire agreement and
understanding between the parties hereto, and supersedes all prior agreements
and understandings, relating to the subject matter hereof, provided that the
parties hereto may embody in one or more separate documents their agreement, if
any, with respect to Written and/or Oral Instructions. The captions in this
Agreement are included for convenience of reference only and in no way define or
delimit any of the provisions hereof of otherwise affect their construction or
effect. This Agreement shall be deemed to be a contract made in Delaware and
governed by Delaware law. If any provision of this Agreement shall be held or
made invalid by a court decision, statute, rule or otherwise, the remainder of
this Agreement shall not be affected thereby. This Agreement shall be binding
and shall inure to the benefit of the parties hereto and their respective
successors.
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IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed by their officers designated below on the day and year first above
written.
THE DFA INVESTMENT TRUST COMPANY
By: /s/ Xxxxxxx X. Xxxxxxxx, VP & CFO
----------------------------------
PROVIDENT FINANCIAL PROCESSING
CORPORATION
By: /s/ Xxxxxx Xxxxxxxx
----------------------------------
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APPENDIX A
I, Xxxxx X. Xxxxxxx, Secretary of The DFA Emerging Markets Fund Inc.,
a Maryland Corporation (the "Fund"), do hereby certify that:
The following individuals are duly authorized as Authorized
Persons to give Oral Instructions and Written Instructions on behalf
of the Fund:
NAME SIGNATURE
Xxxxx X. Xxxxx /s/ Xxxxx X. Xxxxx
-----------------------------
Xxx X. Xxxxxxxxxxx /s/ Xxx X. Xxxxxxxxxxx
-----------------------------
Xxxxxx X. Xxxxxxxxxxx /s/ Xxxxxx X. Xxxxxxxxxxx
-----------------------------
Xxxxxxx X. Xxxxxxxx /s/ Xxxxxxx X. Xxxxxxxx
-----------------------------
Xxxxx X. Xxxxxxx /s/ Xxxxx X. Xxxxxxx
-----------------------------
Xxxxxxx X. Xxxxxx /s/ Xxxxxxx X. Xxxxxx
-----------------------------
Xxxxxxxxxxxx Xxxxxxxxxxxx /s/ Xxxxxxxxxxxx Xxxxxxxxxxxx
-----------------------------
Cem Severoglu /s/ Cem Severoglu
-----------------------------
Xxxx Xxxxxx /s/ Xxxx Xxxxxx
-----------------------------
Xxxxx X. Xxxxxx /s/ Xxxxx X. Xxxxxx
-----------------------------
Xxxxx Xxxxxx /s/ Xxxxx Xxxxxx
-----------------------------
Xxxxxx Xxxxxx /s/ Xxxxxx Xxxxxx
-----------------------------
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Xxxxxxxxxxx Xxxxxxxx /s/ Xxxxxxxxxxx Xxxxxxxx
-----------------------------
Xxxxxx Deere /s/ Xxxxxx Deere
-----------------------------
Xxxxx Xxxxxxx /s/ Xxxxx Xxxxxxx
-----------------------------
Xxxxx Xxxxx /s/ Xxxxx Xxxxx
-----------------------------
Xxxxxx Xxxxxxx-Xxxxx /s/ Xxxxxx Xxxxxxx-Xxxxx
-----------------------------
Xxxxxxx Xxxxxxx /s/ Xxxxxxx Xxxxxxx
-----------------------------
With respect to any international equity Series of the Fund:
Xxxxxxx Xxxxxxx /s/ Xxxxxxx Xxxxxxx
-----------------------------
/s/ Xxxxx X. Xxxxxxx
-----------------------------
Secretary
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SCHEDULE A
PURSUANT TO PARAGRAPH (5) (b) (4) OF THE AGREEMENT, PFPC WILL PROVIDE
THE FOLLOWING REPORTS:
REPORT OR STATISTIC FREQUENCY
a. Expense ratio analysis Monthly
b. Brokerage commission report and affiliated Quarterly/
brokerage report Annually
c. Listing of securities for which quotations Quarterly
are not readily available (for Board meetings)
d. Split xxxx report Quarterly
e. Information necessary for completion of N-SAR Semi-annually
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