TRANSFER AGENCY AGREEMENT
AMENDMENT NUMBER ONE
THIS AGREEMENT is made as of the 26th day of December, 1997, by and
between DIMENSIONAL EMERGING MARKETS FUND INC., a Maryland corporation (the
"Fund"), and PFPC INC., formerly "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 has retained PFPC to provide certain transfer agency
services pursuant to a Transfer Agency Agreement dated as of the ___ day of
January, 1993 (the "Agreement") which, as of the date hereof, is in full force
and effect; and
WHEREAS, at a meeting held on November 21, 1997, the shareholders of
the Fund approved an amendment to and restatement of the charter of the Fund
which provides for the conversion of the Fund from a closed-end investment
company to an open-end investment company.
NOW, THEREFORE, in light of the Fund's conversion from a closed-end,
management investment company to an open-end, management investment company and
in consideration of the promises and mutual covenants herein contained, and
intending to be legally bound, the parties hereto agree as follows:
1. The Agreement hereby is amended effective December 26, 1997 as
follows:
(a) the term "Registration Statement" shall mean the Fund's most
recent registration statement on Form N-1A under the 1940 Act (File No.
811-7440) as filed with the Securities and Exchange Commission on December 26,
1997 and all amendments thereto; and
(b) Paragraph 5(d) of the Agreement is deleted in its entirety
and is replaced with the following:
"(d) Redemption of Shares. Upon receipt of a redemption order from a
shareholder in a Series, including a shareholder that is an open-end
investment company, and/or in accordance with Written Instructions,
the Transfer Agent shall promptly notify PFPC, in its capacity as
administration and accounting services agent, and the custodian of
that Series of the amount necessary to pay such redemption and shall
redeem the number of Shares indicated thereon from the redeeming
shareholder's account(s) pursuant to the procedures set forth in the
Registration Statement or pursuant to Written Instruction amending
such procedures of the Fund. When the Transfer Agent receives funds
from the custodian of that Series, it shall disburse to the redeeming
shareholder the redemption proceeds therefor, or arrange for direct
payment of redemption proceeds to such shareholder by such custodian,
by wire transfer or otherwise as provided in Written Instructions, all
in accordance with such procedures and controls as are provided in
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the Registration Statement or as may be mutually agreed upon from
time to time by and among the Fund, the Transfer Agent and the Fund's
custodian(s)."
2. In all other respects the Agreement shall remain unchanged and in
full force and effect.
IN WITNESS WHEREOF, the parties hereto have caused this Amendment
Number One to the Agreement to be executed by their duly authorized officers
designated below on the day and year first-above written.
DIMENSIONAL EMERGING MARKETS FUND INC.
By: /s/ Xxxxx X. Xxxxxx
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Title: Chief Executive Officer
PFPC INC.
By: /s/ Xxxxxx Xxxxxxxx
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Title: Sr. V. P.
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