TRANSFER AGENCY AGREEMENT
THIS AGREEMENT is made as of the 15th day of January 1993, between THE DFA
INVESTMENT TRUST COMPANY, a Delaware business trust (the "Fund"), and PROVIDENT
FINANCIAL PROCESSING CORPORATION, a Delaware corporation which is an indirect
wholly-owned subsidiary of PNC Financial Corp (the "Transfer Agent" or "PFPC").
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 desires to retain the Transfer Agent to serve as the
Fund's transfer agent, registrar, and dividend disbursing agent, and the
Transfer Agent 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 the Transfer Agent to serve as
transfer agent, registrar and dividend disbursing agent for the Fund with
respect to the Fund's shares of beneficial interest, $.01 par value ("Shares"),
for the period and on the terms set forth in this Agreement. The Fund presently
issues five
separate series of Shares which are described in the registration statement
delivered to the Transfer Agent herewith and the Fund may from time to time
issue additional series of Shares. Hereinafter each such series shall be
referred to as a "Series." The Transfer Agent shall identify to each Series
property belonging to such Series and in such reports, records, confirmations
and notices to the Fund and other services provided hereunder shall promptly
identify the Series to which such property, record, report, confirmation or
service pertains and shall issue shares on a per Series basis as provided in the
registration statement of the Fund. The Transfer Agent accepts such appointment
and agrees to furnish the services herein set forth in return for the
compensation as provided in Paragraph 16 of this Agreement. Any Series of
Shares created by the Fund after the date hereof shall be included hereunder
upon the mutual agreement of the Fund and the Transfer Agent.
2. DELIVERY OF DOCUMENTS. The Fund has furnished the Transfer Agent with
copies properly certified or authenticated of each of the following:
(a) Resolutions of the Fund's Board of Trustees authorizing the
appointment of the Transfer Agent as transfer agent and registrar and dividend
disbursing agent 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 and to execute share certificates representing
Shares;
(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 presently in effect and as
it shall 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 Custodian Agreement between Provident National Bank and the
Fund dated as of January 15, 1993;
(g) The Administration and Accounting Services Agreement between the
Transfer Agent and the Fund dated as of January 15, 1993; and
(h) 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
(hereinafter the "Registration Statement").
The Fund will furnish the Transfer Agent from time to time with copies,
properly certified or authenticated, of all amendments of or supplements to the
foregoing, if any.
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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 the Fund to give Oral and Written Instructions on
behalf of the Fund and listed on the Certificate annexed hereto as Appendix A or
any amendment thereto as may be received by the Transfer Agent from time to
time.
(b) "AFFILIATE". As used herein, "Affiliate" means any company that
controls, is controlled by, or is under common control with PFPC.
(c) "ORAL INSTRUCTIONS". As used in this Agreement, the term "Oral
Instructions" means oral instructions actually received by the Transfer Agent
from an Authorized Person or from a person reasonably believed by the Transfer
Agent to be an Authorized Person. The Fund agrees to deliver to the Transfer
Agent, at the time and in the manner specified in Paragraph 4(b) of this
Agreement, Written Instructions confirming Oral Instructions.
(d) "PFPC". As used in this Agreement "PFPC" means Provident
Financial Processing Corporation.
(e) "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 the
Transfer Agent and signed by an
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Authorized Person. Written Instructions include an electronic transmission
properly originated and confirmed by the Fund.
(f) "SHARES". As used in this Agreement the term "Shares" means each
separate Series of shares of beneficial interest issued by the Fund that are
subject to this Agreement and as to which the services provided hereunder
relate.
4. INSTRUCTIONS CONSISTENT WITH DECLARATION OF TRUST, ETC.
(a) Unless otherwise provided in this Agreement, the Transfer Agent
shall act only upon Oral or Written Instructions. Although the Transfer Agent
may know of the provisions of the Declaration of Trust and By-Laws of the Fund,
the Transfer Agent may assume that any Oral or Written Instructions received
hereunder are not in any way inconsistent with any provisions of such
Declaration of Trust or By-Laws or any vote, resolution or proceeding of the
Fund's shareholders, or of the Board of Trustees, or of any committee thereof.
(b) The Transfer Agent shall be entitled to rely upon any Oral
Instructions and any Written Instructions actually received by the Transfer
Agent pursuant to this Agreement. The Fund agrees to forward to the Transfer
Agent Written Instructions confirming Oral Instructions in such manner that the
Written Instructions are received by the Transfer Agent by the close of business
of the same day that such Oral Instructions are given to the Transfer Agent.
The Fund agrees that the fact that such confirming Written Instructions are not
received by the Transfer Agent shall in no way affect the validity of the
transactions or
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enforceability of the transactions authorized by the Fund by giving Oral
Instructions. The Fund agrees that the Transfer Agent shall incur no liability
to the Fund in acting upon Oral Instructions given to the Transfer Agent
hereunder concerning such transactions, provided such instructions reasonably
appear to have been received from an Authorized Person and provided further, if
such Oral or Written Instructions were received from an Affiliate, that such
Affiliate has acted without negligence (unless such Affiliate has received and
transmitted erroneous instructions received from an Authorized Person that is
not an Affiliate).
(c) In the case of any action by the Fund requiring a change in the
form of Share certificates, the Transfer Agent will, at the Fund's expense,
issue Share certificates in the new form in exchange for, or upon transfer of,
outstanding Share certificates in the old form, upon receiving:
(i) A Certificate authorizing the issuance of Share certificates
in the new form;
(ii) A certified copy of any amendment to the Declaration of
Trust with respect to the change;
(iii) Specimen Share certificates for each Series of Shares in the
new form approved by the Board of Trustees of the Fund, with a Certificate
signed by the Secretary of the Fund as to such approval; and
(iv) An opinion of counsel for the Fund with respect to the
validity of the Shares in the new form and the status of such Shares under
the Securities Act of 1933, as amended
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(the "1933 Act"), the 1940 Act and any other applicable federal law or
regulation (i.e., if subject to registration, that the Shares have been
registered and that the Registration Statement has become effective or, if
exempt, the specific grounds therefor).
5. TRANSACTIONS NOT REQUIRING INSTRUCTIONS. In the absence of contrary
Written Instructions, the Transfer Agent is authorized to take the following
actions:
(a) ISSUANCE OF SHARES. Upon receipt of (i) a purchase order from
the Fund, an investor or in accordance with Written or Oral Instructions for the
purchase of Shares and (ii) sufficient information to enable the Transfer Agent
to establish a shareholder account, and after confirmation of receipt or
crediting of Federal funds for such order or receipt of such other consideration
for such Shares as may be described in the Registration Statement from the
Fund's Custodian, the Transfer Agent shall issue and credit the account of such
investor with Shares based on the current net asset value or offering price of
such Shares as described in the Registration Statement.
(b) TRANSFER OF SHARES; UNCERTIFICATED SECURITIES. Where a
shareholder does not hold a certificate representing the number of Shares in his
account and does provide the Transfer Agent with instructions for the transfer
of such Shares which include appropriate documentation to permit a transfer,
then the Transfer Agent shall register such Shares and shall deliver them
pursuant to instructions received from the transferor, pursuant to
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applicable law relating to the transfer of shares of beneficial interest.
(c) SHARE CERTIFICATES. If at any time the Fund decides to issue
share certificates, the following provisions will apply:
(i) The Fund will supply the Transfer Agent with a sufficient
supply of share certificates representing Shares, in the form approved from
time to time by the Board of Trustees of the Fund, and, from time to time,
shall replenish such supply upon request of the Transfer Agent. Such share
certificates shall be properly signed, manually or by facsimile signature,
by the duly authorized officers of the Fund, whose names and positions
shall be set forth as indicated on Appendix A, and notwithstanding the
death, resignation or removal of any officer of the Fund, such executed
certificates bearing the manual or facsimile signature of such officer
shall remain valid and may be issued to shareholders until the Transfer
Agent is otherwise directed by Written Instructions.
(ii) In the case of the loss or destruction of any certificate
representing Shares, no new certificate shall be issued in lieu thereof,
unless there shall first have been furnished an appropriate bond of
indemnity issued by the surety company approved by the Transfer Agent,
except upon the receipt by the Transfer Agent of Written Instructions from
the Fund.
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(iii) Upon receipt of signed share certificates in proper form
for transfer, and upon cancellation or destruction thereof, the Transfer
Agent shall countersign, register and issue new certificates for the same
number of Shares in the name of the transferee and shall deliver them
pursuant to instructions received from the transferor.
(iv) Upon receipt of the share certificates, which shall be in
proper form for transfer, together with the shareholder's instructions to
hold such share certificates for safekeeping, the Transfer Agent shall
reduce such Shares to uncertificated status, while retaining the
appropriate registration in the name of the shareholder upon the transfer
books.
(v) Upon receipt of written instructions from a shareholder of
uncertificated securities for a certificate in the number of Shares in his
account, the Transfer Agent will issue such share certificates and deliver
them to the shareholder or other appropriate party in accordance with
applicable law.
(d) REDEMPTION OF SHARES. Upon receipt of a redemption order from a
shareholder in a Series 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
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redeeming shareholder's account 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 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 custodians.
6. AUTHORIZED SHARES. The Fund and the Series have an unlimited number
of authorized Shares. The Transfer Agent shall record issues of all Shares.
7. DIVIDENDS AND DISTRIBUTIONS. The Fund shall furnish the Transfer Agent
with appropriate evidence of action by the Fund's Board of Trustees authorizing
the declaration and payment of dividends and distributions as described in the
Registration Statement. The Transfer Agent shall notify the custodians of the
amount of cash necessary to pay such dividend or distribution and, after
deducting any amount required to be withheld by any applicable tax laws, rules
and regulations or other applicable laws, rules and regulations, the Transfer
Agent shall in accordance with the instructions in proper form from a
shareholder, the provisions of the Fund's Declaration of Trust and the
procedures set forth in the Registration Statement or Written Instructions
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amending such procedures, issue and credit the account of the shareholder with
Shares, or, if the shareholder so elects, pay such dividends or distribution in
cash to the shareholder and in either case, in accordance with the procedures
set forth in the Registration Statement or Written Instructions amending such
procedures. In lieu of receiving from the custodian for a Series and paying to
shareholders cash dividends or distributions, the Transfer Agent may arrange for
the direct payment of cash dividends and distributions to shareholders by the
custodian for that Series, in accordance with such procedures and controls as
are mutually agreed upon from time to time by and among the Fund, the Transfer
Agent and such custodian.
The Transfer Agent shall prepare, file with the Internal Revenue Service
and other appropriate taxing authorities, and address and mail to shareholders
such returns and information relating to dividends and distributions paid by the
Fund as are required to be so prepared, filed and mailed by applicable laws,
rules and regulations, or such substitute form of notice as may from time to
time be permitted or required by the Internal Revenue Service. On behalf of the
Fund, the Transfer Agent shall process and confirm shareholder address changes,
recording new addresses, and shall mail certain requests for shareholders'
certifications under penalties of perjury and pay on a timely basis to the
appropriate Federal authorities any taxes to be withheld on dividends and
distributions paid by the Fund, all as required by applicable Federal tax laws
and regulations.
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In accordance with the procedures set forth in the Registration Statement
or Written Instructions amending such procedures, and such procedures and
controls as are mutually agreed upon from time to time by and among the Fund,
the Transfer Agent and the Fund's custodians, the Transfer Agent shall (a)
arrange for issuance of Shares obtained through (1) transfers of funds from
shareholders' accounts at financial institutions, including securities brokers
and dealers and (2) exchange of Shares for eligible portfolio securities.
8. COMMUNICATIONS WITH SHAREHOLDERS.
(a) COMMUNICATIONS TO SHAREHOLDERS. The Transfer Agent will address
and mail all communications by the Fund to its shareholders, with copies to such
persons as may be designated in Written Instructions from the Fund. Without
limiting the foregoing, PFPC will prepare, address and mail confirmations of
purchases and sales of Fund Shares, account changes, dividends and
distributions, 1099's and other tax information, and monthly statements, and
will address and mail dividend and distribution notices, reports to shareholders
and proxy material for meetings of shareholders. The Transfer Agent will
receive and tabulate the proxy cards for the meetings of the Fund's shareholders
and notify the Fund of the results of such tabulations.
(b) CORRESPONDENCE. The Transfer Agent will answer such
correspondence from shareholders, securities brokers and others relating to its
duties hereunder and such other correspondence as
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may from time to time be mutually agreed upon between the Transfer Agent and
the Fund.
9. RECORDS. The Transfer Agent shall maintain records of the accounts for
each shareholder showing the following information:
(a) name, address and United States Tax Identification or Social
Security number;
(b) number and Series of Shares held and number and Series of Shares
for which certificates, if any, have been issued, including certificate numbers
and denominations;
(c) historical information regarding the account of each shareholder,
including dividends and distributions paid and the date and price for all
transactions on a shareholder's account;
(d) any stop or restraining order placed against a shareholder's
account;
(e) any correspondence relating to the current maintenance of a
shareholder's account;
(f) information with respect to withholdings; and,
(g) any information required in order for the Transfer Agent to
perform any calculations contemplated or required by this Agreement.
The books and records pertaining to the Fund which are in the possession of
the Transfer Agent 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,
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shall have access to such books and records at all times during the Transfer
Agent's normal business hours. Upon the request of the Fund, copies of any such
books and records shall be provided by the Transfer Agent to the Fund or the
Fund's authorized representative or designee at the Fund's expense.
10. ONGOING FUNCTIONS. The Transfer Agent will perform the following
functions on an ongoing basis:
(a) provide the Fund with duplicate confirmations of
shareholder activity, whether executed through a dealer or directly with the
Transfer Agent;
(b) provide shareholder lists and statistical information concerning
accounts to the Fund; and
(c) provide timely notification of Fund activity and such other
information as may be agreed upon from time to time between the Transfer Agent
and the Fund's custodians, to the Fund or the custodians and such reports to the
Fund as provided in Schedule A hereto.
11. COOPERATION WITH ACCOUNTANTS. The Transfer Agent shall cooperate with
the Fund's independent public accountants and shall take all reasonable action
in the performance of its obligations
under this Agreement 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.
12. CONFIDENTIALITY. The Transfer Agent 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
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potential shareholders, except after prompt prior notification to and approval
in writing by the Fund, which approval may not be withheld where the Transfer
Agent reasonably believes that it 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.
13. EQUIPMENT FAILURES. In the event of equipment failures beyond the
Transfer Agent's control, the Transfer Agent 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. The foregoing obligation shall not
extend to computer terminals located outside of premises maintained by the
Transfer Agent; provided, that this exception shall not apply to equipment
dedicated solely for use of PFPC and that PFPC has agreed to maintain as long as
such equipment has not been altered by the Fund, or any of its affiliates. The
Transfer Agent 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 the extent 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 18 hereunder.
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14. RIGHT TO RECEIVE ADVICE. PFPC shall be protected in any action or
inaction PFPC takes in reliance on PFPC's counsel. PFPC shall notify the Fund
of the receipt of such advice within a reasonable time.
15. 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 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.
16. 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.
17. INDEMNIFICATION.
(a) The Fund agrees to indemnify and hold harmless the Transfer Agent
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 the
Transfer Agent takes or does or omits to take or
16
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, the Advisor or any Sub-Advisor designated in
writing by the Advisor and any Affiliate, provided that 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), and
provided further, that the Transfer Agent shall not be indemnified against any
liability (or any expenses incident to such liability) arising out of the
Transfer Agent's own misfeasance, bad faith or 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 to which it may seek indemnity pursuant to paragraph (a) above an
("Indemnifiable Claim") without the express written consent of the Fund. The
Transfer Agent 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, the Transfer Agent may join the Fund in such defense at the
Transfer Agent'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,
17
pay or settle an Indemnifiable Claim, the Transfer Agent, at the Fund's expense
consistent with limitations concerning attorney's fees expressed in Paragraph
17(a) hereof, may provide its own defense.
18. RESPONSIBILITY OF THE TRANSFER AGENT. PFPC hereby represents that it
is experienced in the provision of the services covered by this Agreement. In
the performance of its duties hereunder, the Transfer Agent 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 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 the Transfer Agent 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
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occur because of delays or errors or loss of data provided by persons other than
the Transfer Agent, 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 caused
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 and such other circumstances
beyond PFPC's control.
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 without negligence (unless such 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.
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19. 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.
20. REGISTRATION AS A TRANSFER AGENT. The Transfer Agent represents that
it is currently registered with the appropriate Federal agency for the
registration of transfer agents, and that it will remain so registered for the
duration of this Agreement. The Transfer Agent agrees that it will promptly
notify the Fund in the event of any material change in its status as a
registered transfer agent. Should the Transfer Agent fail to be registered with
the appropriate Federal agency as a transfer agent at any time during this
Agreement, the Fund may, on written notice to the Transfer Agent, immediately
terminate this Agreement.
21. 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 the
Transfer Agent at Provident Financial Processing Corporation, 000 Xxxxxxxx
Xxxxxxx,
00
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, telegram, telex and facsimile sending device charges arising from the
sending of a Notice hereunder shall be paid by the sender.
22. FURTHER ACTIONS. Each party agrees to perform such further acts and
execute such further documents as are necessary to effectuate the purposes
hereof.
23. 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.
24. DELEGATION OF DUTIES. On thirty (30) days prior written notice to the
Fund, the Transfer Agent may assign its rights and delegate its duties hereunder
to any wholly-owned direct or indirect subsidiary of Provident National Bank or
PNC Financial Corp, provided that (i) the delegate agrees with the Transfer
Agent to comply with all relevant provisions of this Agreement and applicable
law; and (ii) the Transfer Agent 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 delegation, including (without limitation) the
capabilities of the delegate. In the event of such delegation, PFPC shall
remain liable under this Agreement.
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25. 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.
26. 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, any agreements 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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INDEX
Paragraph Page
--------- ----
1. Appointment
2. Delivery of Documents
3. Definitions
4. Instructions Consistent with
Declaration of Trust, etc.
5. Transactions Not Requiring Instructions
6. Authorized Shares
7. Dividends and Distributions
8. Communications with Shareholders
9. Records
10. Ongoing Functions
11. Cooperation with Accountants
12. Confidentiality
13. Equipment Failures
14. Right to Receive Advice
15. Compliance with Government Rules and
Regulations
16. Compensation
17. Indemnification
18. Responsibility of the Transfer Agent
19. Duration and Termination
20. Registration as a Transfer Agent
21. Notices
22. Further Actions
23. Amendments
24. Delegation of Duties
25. Counterparts
26. Miscellaneous
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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
-----------------------------
Xxxxxxx Xxxxxxx /s/ Xxxxxxx Xxxxxxx
-----------------------------
Xxxxxx Xxxxx /s/ Xxxxxx Xxxxx
-----------------------------
Xxxxxxx Xxxxxxx /s/ Xxxxxxx Xxxxxxx
-----------------------------
/s/ Xxxxx X. Xxxxxxx
-----------------------------
Secretary
25
SCHEDULE A
PURSUANT TO PARAGRAPH 10(c) OF THE AGREEMENT, THE TRANSFER AGENT WILL
PROVIDE THE FOLLOWING REPORTS TO THE FUND:
Statistic or Special Request Frequency
---------------------------- ---------
a. Prepare mailing labels As requested
b. Data transmission of transactions, Monthly
new clients, address changes, etc.
c. Statistical package
1. By Series - purchase and redemption Monthly
statistics
2. By Series - analysis of type and size Monthly
of investor
3. Listing of 5% shareholders for proxy As requested
and registration statement purposes
4. Listing of purchases and redemptions by Daily
Series
5. Shareholder listing Monthly
6. Sales report Monthly
7. Year to date daily net asset value per Monthly
share listing by Series
26
APPENDIX A
I, Xxxxx X. Xxxxxxx, Secretary of The DFA Investment Trust Company, a
Delaware business trust (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
-----------------------------
Xxx X. Xxxxxxxxxxx
-----------------------------
Xxxxxx X. Xxxxxxxxxxx
-----------------------------
Xxxxxxx X. Xxxxxxxx
-----------------------------
Xxxxx X. Xxxxxxx
-----------------------------
Xxxxxxx X. Xxxxxx
-----------------------------
Xxxxxxxxxxxx Xxxxxxxxxxxx
-----------------------------
Cem Severoglu
-----------------------------
Xxxx Xxxxxx
-----------------------------
Xxxxx X. Xxxxxx
-----------------------------
Xxxxx Xxxxxx
-----------------------------
Xxxxxx Xxxxxx /s/ Xxxxxx Xxxxxx
-----------------------------
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Xxxxxxxxxxx Xxxxxxxx
-----------------------------
Xxxxxx Deere
-----------------------------
Xxxxx Xxxxxxx
-----------------------------
Xxxxx Xxxxx
-----------------------------
Xxxxxx Xxxxxxx-Xxxxx
-----------------------------
Xxxxxxx Xxxxxxx
-----------------------------
With respect to any international equity Series of the Fund:
Xxxxxxx Xxxxxxx /s/ Xxxxxxx Xxxxxxx
-----------------------------
-----------------------------
Secretary
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