AGREEMENT AND PLAN OF REORGANIZATION
BETWEEN DIMENSIONAL EMERGING MARKETS VALUE FUND INC. AND
DIMENSIONAL EMERGING MARKETS VALUE FUND
This Agreement and Plan of Reorganization ("Agreement") is
made as of this 27th day of October, 2009 by and between
Dimensional Emerging Markets Value Fund Inc., a Maryland
corporation (the "Company"), and Dimensional Emerging Markets
Value Fund, a Delaware statutory trust (the "DE Fund") (the
Company and the DE Fund are hereinafter collectively referred to
as the "parties"). The DE Fund has been organized to hold the
assets and liabilities of the Company, and the DE Fund has had
no assets and has carried on no business activities prior to the
date first shown above and will have no assets (other than the
nominal assets referenced in Section 3(i)(8) hereof) and will
have carried on no business activities prior to the consummation
of the transaction described herein.
In consideration of the mutual promises contained herein,
and intending to be legally bound, the parties hereto agree as
follows:
1. Plan of Reorganization.
(a) Upon satisfaction of the conditions precedent
described in Section 3 hereof, the Company will convey, transfer
and deliver to the DE Fund at the closing provided for in
Section 2 (hereinafter referred to as the "Closing") all of the
Company's then-existing assets (the "Assets"). In consideration
thereof, the DE Fund agrees at the Closing (i) to assume and pay
when due all obligations and liabilities of the Company,
existing on or after the Effective Date of the Reorganization
(as defined in Section 2 hereof), whether absolute, accrued,
contingent or otherwise, including all fees and expenses in
connection with this Agreement, which fees and expenses shall,
in turn, include, without limitation, costs of legal advice,
accounting, printing, mailing, proxy solicitation and transfer
taxes, if any (collectively, the "Liabilities"), such
Liabilities to become the obligations and liabilities of the DE
Fund; and (ii) to deliver to the Company in accordance with
paragraph (b) of this Section 1, full and fractional shares of
beneficial interest, without par value, of the DE Fund, equal in
number to the number of full and fractional shares of common
stock, $0.01 par value per share, of the Company outstanding at
the time of calculation of the Company's net asset value ("NAV")
on the business day immediately preceding the Effective Date of
the Reorganization. The reorganization contemplated hereby is
intended to qualify as a reorganization within the meaning of
Section 368 of the Internal Revenue Code of 1986, as amended
(the "Code"). The Company shall distribute to the Company's
shareholders the shares of the DE Fund in accordance with this
Agreement and the resolutions of the Board of Directors of the
Company (the "Board of Directors") authorizing the transactions
contemplated by this Agreement.
(b) In order to effect the delivery of shares described in
Section 1(a)(ii) hereof, the DE Fund will establish an open
account for each shareholder of the Company and, on the
Effective Date of the Reorganization, will credit to such
account full and fractional shares of beneficial interest,
without par value, of the DE Fund equal to the number of full
and fractional shares of common stock such shareholder holds in
the Company at the time of calculation of the Company's NAV on
the business day immediately preceding the Effective Date of the
Reorganization. Fractional shares of the DE Fund will be carried
to the third decimal place. At the time of calculation of the
Company's NAV on the business day immediately preceding the
Effective Date of the Reorganization, the net asset value per
share of the shares of the DE Fund shall be deemed to be the
same as the net asset value per share of the common stock of the
Company. On the Effective Date of the Reorganization, each
certificate representing shares of the Company, if any, will be
deemed to represent the same number of shares of the DE Fund.
Simultaneously with the crediting of the shares of the DE Fund
to the shareholders of record of the Company, the shares of the
Company held by such shareholders shall be cancelled. Each
shareholder of the Company will have the right to deliver the
shareholder's share certificates of the Company to the DE Fund
in exchange for share certificates of the DE Fund. However, a
shareholder need not deliver such certificates to the DE Fund
unless the shareholder so desires.
(c) As soon as practicable after the Effective Date of the
Reorganization, the Company shall take all necessary steps under
Maryland law to effect a complete dissolution of the Company.
(d) The expenses of entering into and carrying out this
Agreement will be borne by the Company to the extent not paid by
its investment advisor.
2. Closing and Effective Date of the Reorganization.
The Closing shall consist of (i) the conveyance, transfer
and delivery of the Assets to the DE Fund in exchange for the
assumption and payment, when due, by the DE Fund of the
Liabilities of the Company; and (ii) the issuance and delivery
of the DE Fund's shares in accordance with Section 1(b),
together with related acts necessary to consummate such
transactions. Subject to receipt of all necessary regulatory
approvals and the final adjournment of the meeting of
shareholders of the Company at which this Agreement is
considered and approved, the Closing shall occur on such date as
the officers of the parties may mutually agree ("Effective Date
of the Reorganization").
3. Conditions Precedent.
The obligations of the Company and the DE Fund to
effectuate the transactions hereunder shall be subject to the
satisfaction of each of the following conditions:
(a) Such authority and orders from the U.S.
Securities and Exchange Commission (the "Commission") and
state securities commissions as may be necessary to permit
the parties to carry out the transactions contemplated by
this Agreement shall have been received;
(b) (i) One or more amendments to the Company's
Registration Statement on Form N-1A ("Registration
Statement") under the Investment Company Act of 1940, as
amended (the "1940 Act"), containing such amendments to
such Registration Statement as may be necessary or
appropriate as a result of this Agreement, shall have been
filed with the Commission; (ii) the DE Fund shall have
adopted as its own such Registration Statement, as so
amended; (iii) the most recent amendment or amendments to
the Registration Statement shall have become effective, and
no stop order suspending the effectiveness of the
Registration Statement shall have been issued and no
proceeding for that purpose shall have been initiated or
threatened by the Commission (other than any such stop
order proceeding or threatened proceeding which shall have
been withdrawn or terminated); and (iv) an amendment of the
Form N-8A Notification of Registration ("Form N-8A") filed
pursuant to Section 8(a) of the 1940 Act reflecting the
change in legal form of the Company to a Delaware statutory
trust shall have been filed with the Commission and the DE
Fund shall have expressly adopted such amended Form N-8A as
its own for purposes of the 1940 Act;
(c) Each party shall have received an opinion of
Xxxxxxxx Ronon Xxxxxxx & Xxxxx, LLP, to the effect that,
assuming the reorganization contemplated hereby is carried
out in accordance with this Agreement and the laws of the
State of Maryland and the State of Delaware, and in
accordance with customary representations provided by the
parties in a certificate(s) delivered to Xxxxxxxx Ronon
Xxxxxxx & Xxxxx, LLP, the reorganization contemplated by
this Agreement qualifies as a "reorganization" under
Section 368 of the Code, and thus will not give rise to the
recognition of income, gain or loss for federal income tax
purposes to the Company, the DE Fund or the shareholders of
the Company or the DE Fund;
(d) The Company shall have received an opinion of
Xxxxxxxx Ronon Xxxxxxx & Xxxxx, LLP, dated the Effective
Date of the Reorganization, addressed to and in form and
substance reasonably satisfactory to the Company, to the
effect that (i) the DE Fund is a statutory trust duly
formed, in good standing and having a legal existence under
the laws of the State of Delaware; (ii) this Agreement and
the transactions contemplated thereby and the execution and
delivery of this Agreement have been duly authorized and
approved by all requisite statutory trust action of the DE
Fund; (iii) this Agreement is a legal, valid and binding
agreement of the DE Fund in accordance with its terms; and
(iv) the shares of the DE Fund to be issued in the
reorganization have been duly authorized and, upon issuance
thereof in accordance with this Agreement, will have been
validly issued and fully paid and will be nonassessable by
the DE Fund;
(e) The DE Fund shall have received the opinion of
Xxxxxxxx Ronon Xxxxxxx & Xxxxx, LLP, dated the Effective
Date of the Reorganization, addressed to and in form and
substance reasonably satisfactory to the DE Fund, to the
effect that: (i) the Company is duly incorporated, legally
existing, and in good standing under the laws of the State
of Maryland; (ii) this Agreement and the transactions
contemplated hereby and the execution and delivery of this
Agreement have been duly authorized and approved by all
requisite corporate action of the Company; and (iii) this
Agreement is a legal, valid and binding agreement of the
Company in accordance with its terms;
(f) The shares of the DE Fund are eligible for
offering to the Emerging Markets Value Portfolio of DFA
Investment Dimensions Group Inc. and the Company's other
stockholders in those states of the United States and
jurisdictions in which the shares of the Company are
currently eligible for offering so as to permit the
issuance and delivery by the DE Fund of the shares
contemplated by this Agreement to be consummated;
(g) This Agreement and the transactions contemplated
hereby shall have been duly adopted and approved by the
appropriate action of the Board of Directors and the
shareholder(s) of the Company;
(h) The shareholders of the Company shall have voted
to direct the Company to vote, and the Company shall have
voted, as sole shareholder of the DE Fund, to:
(1) Elect as Trustees of the DE Fund the
following individuals: Xxxxxx X. Xxxxxxxxxxxxxx, Xxxx
X. Xxxxx, Xxxxx X. Xxxxxxxx, Xxxxxx X. Xxxxxx, Xxxxx
X. Xxxxxxx, Xxxxx X. Xxxxx, Xxxxx X. Xxxxx and Xxxxxxx
X. Xxxxxxx;
(2) Approve an Investment Advisory Agreement
between Dimensional Fund Advisors LP (the "Advisor")
and the DE Fund which is substantially identical to
the then-current Investment Advisory Agreement, as
amended to date, between Dimensional Fund Advisors
Inc. (as predecessor to the Advisor) and the Company;
and
(3) Approve the Sub-Advisory Agreements between
the Advisor, the DE Fund, and each of Dimensional Fund
Advisors Ltd. ("DFAL") and DFA Australia Limited ("DFA
Australia"), which are substantially identical to the
then-current Sub-Advisory Agreements between the
Advisor, the Company, and each of DFAL and DFA
Australia; and
(i) The Trustees of the DE Fund shall have duly
adopted and approved this Agreement and the transactions
contemplated hereby and shall have taken the following
actions at a meeting duly called for such purposes:
(1) Approval of the Investment Advisory
Agreement described in paragraph (h)(2) of this
Section 3 between the Advisor and the DE Fund;
(2) Approval of the Sub-Advisory Agreements
described in paragraph (h)(3) of this Section 3
between the Advisor, the DE Fund, and each of DFAL and
DFA Australia;
(3) Approval of the assignment to the DE Fund of
the Custodial Services Agreement, dated March 31,
1998, as amended to date, between Citibank, N.A. and
the Company;
(4) Selection of PricewaterhouseCoopers LLP as
the DE Fund's independent auditors for the fiscal year
ending October 31, 2009;
(5) Approval of the assignment of the
Administration and Accounting Services Agreement
between the DE Fund and PNC Global Investment
Servicing (U.S.) Inc.;
(6) Approval of the assignment to the DE Fund of
the Transfer Agency Agreement, dated January 20, 1993,
as amended to date, between the Company and PFPC, Inc.
(now PNC Global Investment Servicing (U.S.) Inc.);
(7) Approval of a distribution agreement between
the DE Fund and DFA Securities LLC;
(8) Authorization of the issuance by the DE
Fund, prior to the Effective Date of the
Reorganization, of one share of beneficial interest of
the DE Fund to the Company in consideration for the
payment of $1.00 for such share for the purpose of
enabling the Company to vote on the matters referred
to in paragraph (h) of this Section 3;
(9) Submission of the matters referred to in
paragraph (h) of this Section 3 to the Company as sole
shareholder of the DE Fund; and
(10) Authorization of the issuance and delivery
by the DE Fund of shares of the DE Fund on the
Effective Date of the Reorganization and the
assumption by the DE Fund of the Liabilities of the
Company in exchange for the Assets of the Company
pursuant to the terms and provisions of this
Agreement.
At any time prior to the Closing, any of the foregoing
conditions may be waived or amended, or any additional terms and
conditions may be fixed, by the Board of Directors, if, in the
judgment of such Board, such waiver, amendment, term or
condition will not affect in a materially adverse way the
benefits intended to be accorded the shareholders of the Company
under this Agreement.
4. Dissolution of the Fund.
Promptly following upon the Closing, the officers of the
Company shall take all steps necessary under Maryland law to
dissolve its corporate status, including publication of any
necessary notices to creditors, receipt of any necessary pre-
dissolution clearances from the State of Maryland, and filing
for record with the State Department of Assessments and Taxation
of Maryland of Articles of Dissolution.
5. Termination.
The Board of Directors may terminate this Agreement and
abandon the reorganization contemplated hereby, notwithstanding
approval thereof by the shareholders of the Company, at any time
prior to the Effective Date of the Reorganization if, in the
judgment of such Board, the facts and circumstances make
proceeding with this Agreement inadvisable.
6. Entire Agreement.
This Agreement embodies the entire agreement between the
parties hereto and there are no agreements, understandings,
restrictions or warranties among the parties hereto other than
those set forth herein or herein provided for.
7. Further Assurances.
The Company and the DE Fund shall take such further action
as may be necessary or desirable and proper to consummate the
transactions contemplated hereby.
8. Counterparts.
This Agreement may be executed in two or more counterparts,
each of which shall be deemed an original, but all of which
shall constitute one and the same instrument.
9. Governing Law.
This Agreement and the transactions contemplated hereby
shall be governed by, and construed and enforced in accordance
with, the laws of the State of Delaware.
IN WITNESS WHEREOF, the Company and the DE Fund have each
caused this Agreement and Plan of Reorganization to be executed
on its behalf by a Vice President and attested by its Secretary
or an Assistant Secretary, all as of the day and year first-
above written.
DIMENSIONAL EMERGING MARKETS
VALUE FUND INC. (a Maryland corporation)
Attest:
By /s/ Xxxxxxxxx X. Xxxxxx By /s/ Xxxxx X. Xxxxxx
Name: Xxxxxxxxx X. Xxxxxx Name: Xxxxx X. Xxxxxx
Title: Vice President & Secretary Title: Chief Financial Officer
DIMENSIONAL EMERGING MARKETS
VALUE FUND (a Delaware statutory trust)
Attest:
By /s/ Xxxxxxx X. Xxxxx By /s/ Xxxxx Xxxxxxxxx
Name: Xxxxxxx X. Xxxxx Name: Xxxxx Xxxxxxxxx
Title: Vice President & Title: Vice President
Assistant Secretary & Controller
