Exhibit No. EX-99.d
INVESTMENT ADVISORY AGREEMENT
THIS INVESTMENT ADVISORY AGREEMENT is made and entered into as of the 30th
day of October 2009, by and between DIMENSIONAL EMERGING MARKETS VALUE FUND, a
Delaware statutory trust (the "Trust"), and DIMENSIONAL FUND ADVISORS LP, a
Delaware limited partnership (the "Advisor").
1. Duties of Advisor
(a) The Trust retains the Advisor to manage the investment and reinvestment
of the assets of the Trust, to continuously review, supervise and administer the
Trust's investment program, to determine in its discretion the securities to be
purchased or sold and the portion of the Trust's assets to be held uninvested,
to provide the Trust with records concerning the Advisor's activities which the
Trust is required to maintain, and to render regular reports to the Trust's
officers and Board of Trustees concerning the Advisor's discharge of the
foregoing responsibilities. The Advisor shall discharge the foregoing
responsibilities subject to the control of the officers and the Board of
Trustees of the Trust, and in compliance with the objectives, policies and
limitations set forth in the Trust's registration statement. The Advisor agrees
to render such services on the terms and for the compensation provided herein.
(b) The Advisor may enter into one or more agreements with a sub-advisor
("Sub-Advisory Contract") in which the Advisor delegates to such sub-advisor the
performance of any or all of the services specified above, provided that: (i)
each Sub-Advisory Contract imposes on the sub-advisor bound thereby all the
duties and conditions to which the Advisor is subject with respect to the
delegated services under this Agreement; (ii) each Sub-Advisory Contract meets
all requirements of the Investment Company Act of 1940, as amended (the "1940
Act"), and the rules thereunder; and (iii) the Advisor shall not enter into a
Sub-Advisory Contract unless it is approved by the Board of Trustees of the
Trust prior to implementation.
2. Portfolio Transactions
(a) All orders for the purchase and sale of securities for the Trust shall
be placed in such markets and through such brokers as in the Advisor's best
judgment shall offer the most favorable price and market for the execution of
each transaction. In selecting a broker or dealer for any transaction or series
of transactions, the Advisor may consider a number of factors, including, for
example, net price, reputation, financial strength and stability, efficiency of
execution, block trading and block positioning capabilities, willingness to
execute related or unrelated difficult transactions in the future, research
services provided to the Advisor, and other matters ordinarily involved in the
receipt of brokerage services generally. In no event shall the Advisor be under
any duty to obtain the lowest commission or best net price for the Trust on any
particular transaction, nor is the Advisor under any duty to execute any order
in a fashion either preferential to the Trust relative to other like accounts
managed by the Advisor or otherwise materially adverse to such other accounts.
(b) The Advisor may effect securities transactions which cause the Trust to
pay to a broker an amount of commission in excess of the amount of commission
another broker/dealer would have charged, provided, however, that the Advisor
determines in good faith that such amount of commission is reasonable in
relation to the value of brokerage and research services provided by such
broker, viewed in terms of either the specific transaction or the Advisor's
overall responsibilities to the accounts for which the Advisor exercises
investment discretion. The receipt and use of such services will not reduce the
Advisor's customary and normal research activities.
(c) Provided the investment objectives of the Trust are adhered to, the
Advisor may aggregate sales and purchase orders of securities held in the Trust
with similar orders being made simultaneously for other funds managed by the
Advisor if, in the Advisor's reasonable judgment, such aggregation shall result
in an overall economic benefit to the Trust, taking into consideration the
advantageous selling or purchase price, brokerage commission and other expenses,
and trading requirements. In accounting for such aggregated order, price and
commission shall be averaged on a per bond or share basis daily. The Advisor's
determination of such economic benefit to the Trust is based on an evaluation
that the Trust is benefited by relatively better purchase or sales prices, lower
commission expenses and beneficial timing of transactions, or a combination of
these and other like or unlike factors.
3. Expenses
(a) During the term of this Agreement, the Trust will bear all expenses,
not specifically assumed by the Advisor, incurred in its operations.
(b) Expenses borne by the Trust will include, but not be limited to, the
following: (i) all direct charges relating to the Trust's purchase and sale of
securities, including the cost (including brokerage commissions, if any) of
securities purchased or sold by the Trust and any losses incurred in connection
therewith; (ii) fees payable to and expenses incurred on behalf of the Trust by
the Advisor under this Agreement; (iii) investment consulting fees and related
costs; (iv) expenses of organizing the Trust; (v) costs incurred in connection
with the issuance, sale or repurchase of the Trust's shares; (vi) filing fees
and expenses relating to the registration and qualification of the Trust and its
shares under federal and/or state securities laws and maintaining such
registrations and qualifications; (vii) expenses of preparing and filing reports
and other documents with governmental and regulatory agencies; (viii) fees and
salaries payable to the Trust's trustees who are not parties to this Agreement
or interested persons of any such party ("Independent Trustees"); (ix) all
expenses incurred in connection with the Independent Trustees' services,
including travel expenses; (x) taxes (including any income or franchise taxes)
and governmental fees; (xi) costs of any liability, uncollectible items of
deposit and other insurance and fidelity bonds; (xii) any costs, expenses or
losses arising out of a liability of, or claim for damages or other relief
asserted against the Trust for violation of any law; (xiii) interest charges;
(xiv) legal, accounting and auditing expenses; (xv) charges of administrators,
custodians, transfer agents, pricing agents and other agents; (xvi) expenses of
disbursing dividends and distributions; (xvii) costs of preparing share
certificates; (xviii) expenses of publishing and mailing reports, notices and
proxy materials for shareholders; (xix) expenses of obtaining and maintaining
securities exchange listings of the Trust's shares; (xx) any extraordinary
expenses (including fees and disbursements of counsel, costs of actions, suits
or proceedings to which the Trust is a party and the expenses the Trust may
incur as a result of its legal obligation to provide indemnification to its
officers, trustees, employees and agents) incurred by the Trust; (xxi) fees,
voluntary assessments and other expenses incurred in connection with membership
in investment company organizations; (xxii) costs of mailing and tabulating
proxies and costs of meetings of shareholders, the Board and any committees
thereof; (xxiii) the cost of investment company literature and other
publications provided by the Trust to its Trustees and officers; and (xxiv)
costs of mailing, stationery and communications equipment.
(c) To the extent the Advisor incurs any cost or performs any services
which are an obligation of the Trust, as set forth herein, the Trust shall
promptly reimburse the Advisor for such costs and expenses. The payment or
assumption by the Advisor of any expense of the Trust that the Advisor is not
required by this Agreement to pay or assume shall not obligate the Advisor to
pay or assume the same or any similar expense of the Trust on any subsequent
occasion.
4. Compensation of the Advisor
For the services to be rendered by the Advisor hereunder, the Trust shall
pay to the Advisor at the end of each month, a fee equal to one-twelfth of .10
percent of the net assets of the Trust as of the last business day of each month
(excluding purchases and redemptions made on the last day of the month). In the
event that this Agreement is terminated at other than a month-end, the fee for
such month shall be prorated.
5. Other Services
The Advisor shall provide oversight on behalf of the Trust of the
administrative services necessary to the operation of the Trust provided by PNC
Global Investment Servicing (U.S.) Inc. and by any other third party service
providers in accordance with written agreements approved by the Board of
Trustees of the Trust. The Advisor shall periodically report to the Board of
Trustees concerning such services. The fees charged by such providers for
furnishing such services shall be paid by the Trust.
6. Reports
The Trust and the Advisor agree to furnish to each other information with
regard to their respective affairs as each may reasonably request. In compliance
with the requirements of Rule 31a-3 under the 1940 Act, the Advisor hereby
agrees that all records which it maintains for the Trust, or which are
maintained by other persons under the Advisor's oversight, are the property of
the Trust, agrees to preserve, or require persons acting under the Advisor's
oversight to preserve, for the periods prescribed by Rule 31a-2 under the 1940
Act, any records which the Advisor maintains, or which are maintained by other
persons under the Advisor's oversight, for the Trust and which are required to
be maintained by Rule 31a-l under the 1940 Act, and further agrees to surrender
promptly, or require persons acting under the Advisor's oversight to surrender,
to the Trust any records which it maintains for the Trust, or which are
maintained by other persons under the Advisor's oversight, upon request by the
Trust. The Trust has received copies of Part II of the Advisor's Form ADV to
date, or a separate brochure which the Advisor represents contains the same
information as in such Part II.
7. Status of the Advisor
(a) The Advisor performs investment management services for various clients
and may take action with respect to any of its other clients which may differ
from action taken or from the timing or nature of action taken with respect to
the Trust, so long as it is the Advisor's policy, to the extent practical, to
allocate investment opportunities to the Trust over a period of time on a fair
and equitable basis relative to other clients.
(b) The Advisor shall have no obligation to purchase or sell for the Trust
any security which the Advisor, or its directors or employees, may purchase or
sell for its or their own accounts or the account of any other client, if in the
opinion of the Advisor such transaction or investment appears unsuitable,
impractical, or undesirable for the Trust.
8. Liability of Advisor
(a) It is understood that any and all investment recommendations made by
the Advisor constitute an expression of investment opinion only, prepared by the
Advisor on the basis of sources and information believed to be reliable but for
which the Advisor cannot warrant as to accuracy. It is understood that the
Advisor shall assume no responsibility hereunder other than to render the
services contemplated herein in good faith and the Advisor shall not be liable
or held accountable for any mistakes of fact or law.
(b) The Trust agrees not to hold the Advisor, or any of its directors or
employees (collectively, the "Covered Parties"), liable for:
(i) any act or omission of any broker/dealer selected by the Advisor in
good faith and in a commercially reasonable manner, unless the Advisor (1)
knowingly participates in such act or omission, (2) has actual knowledge of
such act or omission and fails to take reasonable remedial action, or (3)
through gross negligence in performing its own specific responsibilities
hereunder, has enabled the broker/dealer to commit such an act or omission;
or
(ii) any failure to cause the purchase or sale of any security on the basis
of any information known to the Advisor or its directors or employees where
the utilization of such information might, in the Advisor's sole opinion,
constitute a violation of any Federal or state laws, rules, or regulations
or a breach of any fiduciary or confidential relationship between the
Advisor, its employees and any other person or persons.
(c) The Trust agrees (i) not to hold the Covered Parties liable for, and
(ii) to indemnify or insure the Covered Parties against, any costs and
liabilities (including, e.g., attorneys' fees and disbursements) the Covered
Parties may incur as a result of any claim against any of the Covered Parties
arising out of an investment decision or other action taken or omitted by the
Advisor in good faith exercise of its powers hereunder or otherwise related to
this Agreement, excepting matters as to which the Advisor shall be finally
adjudged to have been guilty of willful misconduct or gross negligence.
9. Duration and Termination
(a) This Agreement shall become effective on the 30th day of October 2009,
and continue in effect for two years, and thereafter, only so long as such
continuance is approved at least annually by a vote of the Trust's Board of
Trustees, including the vote of a majority of the trustees who are not parties
to such Agreement or interested persons of any such party, cast in person, at a
meeting called for the purpose of voting such approval, or by vote of a majority
of the outstanding voting securities of the Trust.
(b) This Agreement may at any time be terminated without payment of any
penalty either by vote of the Board of Trustees of the Trust or by vote of a
majority of the outstanding voting securities of the Trust, on sixty days'
written notice to the Advisor. This Agreement may be terminated by the Advisor
on ninety days' written notice to the Trust. This Agreement shall automatically
terminate in the event of its assignment. All rights and obligations under
Section 8 of this Agreement shall survive any termination of this Agreement.
(c) As used in this Section 9, the terms "assignment," "interested
persons," and a "vote of a majority of the outstanding voting securities" shall
have the respective meanings set forth in the 1940 Act, subject to such
exemption as may be granted by the U.S. Securities and Exchange Commission (the
"Commission") by any rule, regulation or order. Where the effect of a
requirement of the 1940 Act reflected in any provision of this Agreement is made
less restrictive by a rule, regulation or order of the Commission, whether of
special or general application, such provision shall be deemed to incorporate
the effect of such rule, regulation or order.
10. Notices
Any notice under this Agreement shall be given in writing, addressed and
delivered, or mailed postpaid, to the other party at any office of such party.
11. Severability
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.
12. Governing Law
This Agreement shall be construed in accordance with the laws of the State
of Delaware and the 1940 Act. To the extent that the applicable laws of the
State of Delaware conflict with the applicable provisions of the 1940 Act, the
latter shall control.
13. Interpretation of Agreement
(a) Should any litigation be commenced by any party hereto concerning any
provision of this Agreement or the rights and duties of any party hereto, then
the prevailing party in such litigation shall be entitled, in addition to such
other relief as may be granted, to reasonable attorney's fees, expert witness
expenses, and other costs.
Dimensional Emerging Markets Value Fund
By:
Name:
Title:
Dimensional Fund Advisors LP
By: Dimensional Holdings Inc., General Partner
By:
Name:
Title:
