Exhibit No. EX-99.g.2
ASSIGNMENT AND ASSUMPTION AGREEMENT
THIS ASSIGNMENT AND ASSUMPTION AGREEMENT (this "Assignment") is made and
entered into as of the 30th day of October 2009, by and among DIMENSIONAL
EMERGING MARKETS VALUE FUND, INC., a Maryland corporation (the "Assignor"),
DIMENSIONAL EMERGING MARKETS VALUE FUND, a Delaware statutory trust (the
"Assignee"), and CITIBANK, N.A. ("Citibank").
WHEREAS, pursuant to an Agreement and Plan of Reorganization between the
Assignor and the Assignee, dated as of October 27, 2009 (the "Plan"), the
Assignor has conveyed, transferred, and delivered to the Assignee all of the
assets of Assignor existing on the date on which the Plan is effected (the
"Effective Date"); and
WHEREAS, in consideration of such conveyance of assets and pursuant to the
terms of the Plan, the Assignee has assumed, and agreed to pay when due, all
obligations and liabilities of the Assignor, existing on or after the Effective
Date; and
WHEREAS, the Assignor and Citibank are parties to a certain Custodial
Services Agreement dated November 1, 2001, as amended to date (the "Custody
Agreement"); and
WHEREAS, the parties hereto desire that the Custody Agreement be
transferred from Assignor to Assignee, as more specifically set forth below.
NOW, THEREFORE, for and in consideration of the mutual covenants contained
herein and other good and valuable consideration, the receipt and sufficiency of
which are hereby acknowledged by each party hereto, the parties hereto,
intending to be legally bound, hereby agree as follows:
(1) Transfer and Assignment. The Assignor hereby sells, transfers, and
assigns to Assignee, its successors and assigns, all rights, title, and
interests of Assignor in, to, and under the Custody Agreement.
(2) Assumption of Obligations. The Assignee hereby assumes and agrees to
observe and perform all of the obligations and duties of the Assignor under the
Custody Agreement from and after the date of this Assignment.
(3) Consent to Assignment. In accordance with the provisions of Section 19
of the Custody Agreement, Citibank hereby acknowledges, consents, and agrees to
the foregoing assignment and assumption of the Custody Agreement to and by the
Assignee.
(4) Governing Law. This Assignment shall be governed by and construed in
accordance with the laws of the State of Delaware, without reference to the
conflicts of laws provisions thereof.
(5) Binding Effect. This Assignment shall be binding upon and shall inure
to the benefit of the parties hereto and their respective successors and
assigns.
(6) Counterparts. This Assignment may be executed in any number of
counterparts, each of which so executed shall be deemed an original, and all of
which, when taken together, shall constitute one and the same instrument.
IN WITNESS WHEREOF, the parties hereto have caused this Assignment to be
executed as of the day and year first above written.
DIMENSIONAL EMERGING MARKETS VALUE FUND INC.,
a Maryland corporation
By:
Name:
Title:
DIMENSIONAL EMERGING MARKETS VALUE FUND,
a Delaware statutory trust
By:
Name:
Title:
CITIBANK, N.A.
By:
Name:
Title:
