XXXXXXX XXXXXX
MUTUAL FUND MARKETPLACE-Registered Trademark-
SERVICES AGREEMENT
This Agreement is made as of July 1, 1994, between Xxxxxxx Xxxxxx & Co.,
Inc. ("Schwab"), a California corporation, each registered investment company
("Fund Company") that has executed Schedule I, on its own behalf and on
behalf of each of the series or classes of shares, if any, listed on Schedule
I, as amended from time to time (such series or classes being referred to as
the "Fund(s)"), and Fund Affiliate (defined below) that has executed this
Agreement. Fund Company and Fund Affiliate are collectively referred to
herein as "Fund Parties." In the event that there are no series or classes of
shares listed on Schedule I, the term "Fund(s)" shall mean "Fund Company".
WHEREAS Fund Affiliate is administrator for the Funds.
WHEREAS Fund Parties wish to have Schwab perform certain recordkeeping,
shareholder communication, and other services for each Fund to participants
in the Xxxx South 401(k) plan ("Fund Shareholders"); and
WHEREAS Schwab is willing to perform such services on the terms and
conditions set forth herein.
NOW, THEREFORE, in consideration of the foregoing and the mutual
promises set forth below, the parties agree as follows:
1. SERVICES
a. During the term of this Agreement, Schwab shall perform the
services set forth on Exhibit A hereto, as such exhibit may be amended from time
to time by mutual consent of the parties (the "Services").
b. In processing purchase, redemption, transfer and exchange orders
placed by Schwab on behalf of Fund Shareholders, and in order to facilitate
Xxxxxx'x performance of Services, the parties agree that the Operating
Agreement, dated as of July 1, 1994, between Schwab and Fund Company, as amended
from time to time ("Operating Agreement"), is incorporated herein by this
reference. All terms and conditions of the Operating Agreement shall be binding
as between Schwab and Fund Parties, and the references to Fund Company therein
shall be deemed to mean Fund Parties for the purposes of this Agreement. In the
event of any inconsistency between the Operating Agreement and this Agreement,
this Agreement shall control.
2. FEES
For the Services, Schwab shall receive a fee (the "Fee") which shall
be calculated and paid in accordance with Exhibit B hereto. Schedule II
reflects the amount of the Fee that each Fund Party has agreed, as between them,
to pay. Should Exhibit A be amended to revise the Services, the parties shall
also amend Exhibit B and Schedule II, if necessary, in order to reflect any
changes in the Fee.
3. TRANSACTION CHARGES
Schwab shall not, during the term of this Agreement, assess against or
collect from Fund Shareholders any transaction fee upon the purchase or
redemption of any Fund's shares that are considered in calculating the Fee.
4. INDEMNIFICATION
x. Xxxxxx shall indemnify and hold harmless Fund Parties and
their directors, officers, employees, and agents ("Indemnified Parties") from
and against any and all losses, claims, liabilities and expenses (including
reasonable attorney's fees) ("Losses") incurred by any of them arising out of
(i) Xxxxxx'x dissemination of information regarding Fund Parties or a Fund
that is materially incorrect and that was not provided to Schwab, or
approved, by a Fund Party, its affiliated persons ("Affiliates") as defined
under the Investment Company Act of 1940, as amended (the "1940 Act"), or
agents or (ii) Xxxxxx'x willful misconduct or
negligence in the performance of, or failure to perform, its obligations under
this Agreement, except to the extent such Losses result from the negligence,
willful misconduct or breach of this Agreement by an Indemnified Party.
b. In any event, no party shall be liable for any special,
consequential or incidental damages.
5. ROLE AND RELATIONSHIP OF SCHWAB
The parties acknowledge and agree that the Services under this
Agreement are recordkeeping, shareholder communication and related services
only and are not the services of an underwriter or a principal underwriter of or
dealer in the shares of the Fund within the meaning of the Securities Act of
1933, as amended, or the 1940 Act. This Agreement does not xxxxx Xxxxxx any
right to purchase shares from any Fund (although it does not preclude Schwab
from purchasing any such shares), nor does it constitute Schwab an agent of Fund
Parties or any Fund for purposes of selling shares of any Fund to any dealer or
the public. To the extent Schwab is involved in the purchase of shares of any
Fund by Fund Shareholders, such involvement will be as agent of such Fund
Shareholders only.
6. INFORMATION TO BE PROVIDED
Fund Parties shall provide to Schwab prior to the effectiveness of
this Agreement or as soon thereafter as practicable:
a. Certified resolutions of the board of directors of each Fund
Party authorizing the Fund Party to enter into this Agreement and indicating the
officers authorized to execute this Agreement on behalf of the Fund Party; and
b. Two (2) copies of the then-current prospectus and statement of
additional information of each Fund. Fund Party shall provide Schwab with
written copies of any amendments to or changes in the Fund's prospectus or
statement of additional information as soon as practicable after such amendments
or changes become available.
7. NOTICES
All notices required by this Agreement (excluding the Operating
Agreement) shall be in writing and delivered personally or sent by first class
mail. Such notices will be deemed to have been received as of the earlier of
actual physical receipt or three (3) days after deposit, first class postage
prepaid, in the United States mail. All such notices shall be made:
if to Schwab, to: Xxxxxxx Xxxxxx & Co., Inc.
000 Xxxxxxxxxx Xxxxxx
Xxx Xxxxxxxxx, XX 00000
Attention: Xxxx XxXxxxxxx
Senior Vice President/Mutual Funds
with a copy to: General Counsel, at the same address;
if to Fund Party, to the address given below in the signature block.
8. NONEXCLUSIVITY
Each Party acknowledges that the other may enter into agreements similar
to this Agreement with other parties for the performance of services similar
to those to be provided under this Agreement, unless otherwise agreed to in
writing by the parties.
9. ASSIGNABILITY
This Agreement is not assignable by any party without the other
parties' prior written consents and any attempted assignment in contravention
hereof shall be null and void; provided, however, that Schwab may, without the
consent of Fund Parties, assign its rights and obligations under this Agreement
to any Affiliate provided that Schwab shall first provide the Fund with written
notice of such assignment as soon as is practicable and shall remain legally
responsible for the performance of services under this Agreement. "Affiliate"
shall mean a company controlled by or under control with Schwab.
10. EXHIBITS AND SCHEDULES
All Exhibits and Schedules attached to this Agreement, as they may be
amended from time to time, are by this reference incorporated into and made a
part of this Agreement.
11. ENTIRE AGREEMENT; AMENDMENT
This Agreement (including the Exhibits and Schedules hereto), together
with the Operating Agreement, constitute the entire agreement between the
parties as to the subject matter hereof and supersede any and all agreements,
representations and warranties, written or oral, regarding such subject matter
made prior to the time at which this Agreement has been executed and delivered
by Schwab and Fund Parties. This Agreement and the Exhibits and Schedules
hereto may be amended only by a writing executed by each party hereto that is to
be bound by such amendment.
12. GOVERNING LAW
This Agreement will be governed by and interpreted under the laws of
the State of California as applied to contracts entered into and to be performed
entirely within that state.
13. COUNTERPARTS
This Agreement may be executed in one or more counterparts, each of
which will be deemed an original, but all of which together shall constitute one
and the same instrument.
14. EFFECTIVENESS OF AGREEMENT; TERMINATION
a. This Agreement will become effective as to a Fund as of the date
set forth on Schedule I opposite the name of the Fund.
b. This Agreement may be terminated as to a Fund by any party (i)
upon ninety (90) days' written notice to the other parties or (ii) upon such
shorter notice as is required by law, order, or instruction by a court of
competent jurisdiction or a regulatory body or self-regulatory organization with
jurisdiction over the terminating party.
c. After the date of termination as to a Fund, Fund Parties will not
be obligated to pay the Fee with respect to any shares of the Fund that are
first held in an account hereunder after the date of such termination. However,
notwithstanding any such termination, Fund Parties will remain obligated to pay
Schwab the Fee as to each share of the Fund that was considered in the
calculation of the Fee as of the date of termination (a "Pre-Termination
Share"), for so long as such Pre-Termination Share is held in any Schwab
brokerage account and Schwab continues to perform substantially all of the
Services as to such Pre-Termination Share. Further, for so long as Schwab
continues to perform the Services as to any Pre-Termination Shares, this
Agreement will otherwise remain in full force and effect as to such
Pre-Termination Shares. Fund Parties shall reimburse Schwab promptly for any
reasonable expenses Schwab incurs in effecting any termination of this
Agreement, including delivery to a Fund Party of any records, instruments, or
documents reasonably requested by the Fund Party. The Fund or Fund Company may
request Schwab to stop providing the Services with
respect to such Pre-Termination Shares, and in such event the Fund will obtain a
successor service agent to provide such Services with respect to such Shares,
and in such event, payment to Schwab shall terminate.
IN WITNESS WHEREOF, the parties have executed this Agreement by a duly
authorized representative of the parties hereto.
Xxxxxxx Xxxxxx & Co., Inc.
By: /s/ Xxxx XxXxxxxxx
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Xxxx XxXxxxxxx
Senior Vice President
Mutual Funds
Date: June 16, 1994
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Dimensional Fund Advisors Inc
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Name of Fund Affiliate
By: /s/ Xxxxx X. Xxxxxxx
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Name: Xxxxx X. Xxxxxxx
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Title: Vice President
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Address:
0000 Xxxxx Xxxxxx
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11th Floor
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Xxxxx Xxxxxx, XX 00000
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Attn: Xxxxx X. Xxxxxxx
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Date: 6/30/94
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SCHEDULE I
Fund Company hereby agrees to become a party to this Agreement, on its own
behalf and on behalf of each Fund listed on Schedule I hereto, as amended from
time to time.
Fund Date
---- ----
Dimensional Investment Group, Inc.*
U. S. Large Cap Portfolio II*
U. S. Small Cap Portfolio II*
DFA International Value Portfolio II*
*Indicates that Fund is a "no load" or "no sales charge" Fund as defined in
Section 26 of the NASD's Rules of Fair Practice.
Dimensional Investment Group Inc.
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Name of Fund Company
By: /s/ Xxxxx X. Xxxxxxx
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Name: Xxxxx X. Xxxxxxx
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Title: Vice President
---------------------------------
Address:
0000 Xxxxx Xxxxxx
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11th Floor
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Xxxxx Xxxxxx, XX 00000
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Attn: Xxxxx X. Xxxxxxx
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Date: 6/30/94
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Acknowledged by Accepted by Xxxxxxx Xxxxxx & Co. Inc.
Dimensional Fund Advisors Inc.
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Name of Fund Affiliate
By: /s/ Xxxxx X. Xxxxxxx By: /s/ Xxxx XxXxxxxxx
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Xxxx XxXxxxxxx
Name: Xxxxx X. Xxxxxxx Senior Vice President/Mutual Funds
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Title: Vice President Date: June 16, 1994
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Date: 6/30/94
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