TRANSFER AGENCY AGREEMENT
THIS AGREEMENT is made as of the ____ day of January 1993, between
DIMENSIONAL EMERGING MARKETS FUND INC, a Maryland Corporation (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 Common Stock, $.01 par value ("Shares"),
for the period and on the terms set forth in this Agreement. The Fund presently
issues one separate series or class of shares which is described in the
registration statement delivered to the Transfer Agent herewith and the Fund may
classify and reclassify additional Shares hereafter. The Transfer Agent shall
identify to each such series or class 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:
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(a) Resolutions of the Fund's Board of Directors 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 Articles of Incorporation filed with the Maryland
Department of Assessments and Taxation on January 9, 1991 and all amendments
thereto (such Articles of Incorporation as presently in effect and as they shall
from time to time be amended, are herein called the "Charter");
(d) 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");
(e) Copies of all documents relating to any voluntary investor
service plans sponsored by the Fund, including periodic investment plans such as
Individual Retirement Accounts;
(f) The current Investment Advisory Agreement with Dimensional
Fund Advisors Inc. (the "Advisor") and the Fund (the "Advisory Agreement");
(g) The Custodian Agreement between The Chase Manhattan Bank,
N.A. (the "Custodian") and the Fund dated as of January __, 1993 (the "Custodian
Agreement");
(h) The Administration and Accounting Services Agreement between
the Transfer Agent and the Fund dated as of January __, 1993 (the "Accounting
Services Agreement");
(i) The current Distribution Agreement between the Fund and DFA
Securities Inc. (the "Distribution Agreement");
(j) The Fund's most recent registration statement on Form N-2
under the 1940 Act (File No. 811-____), as filed with the U.S. Securities and
Exchange Commission (the "SEC") on January 19, 1993 and all amendments thereto
(hereinafter the "Registration Statement").
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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.
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 Directors 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 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 common stock issued by the Fund that are
subject to this Agreement and as to which the services provided hereunder
relate.
4. Instructions Consistent with Charter, 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
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of the provisions of the Charter 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 Charter or By-Laws or any vote,
resolution or proceeding of the Fund's shareholders, or of the Board of
Directors, 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 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 Articles of
Incorporation with respect to the change;
(iii) Specimen Share certificates for each Series of
Shares in the new form approved by the Board of Directors of the Fund, with
a Certificate signed by the Secretary of the Fund as to such approval; and
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(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 (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 a purchase order from
the Fund, an investor or in accordance with Written or Oral Instructions for the
purchase of Shares and 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 public 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 the law of
the State of Maryland and other applicable law relating to the transfer of
stock.
(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 Directors 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
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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.
(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 and 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 and the
law of the State of Maryland relating to the transfer of shares of common
stock.
(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
person in accordance with applicable law.
(d) Repurchase of Shares. Upon receipt of Written Instructions
with respect to the repurchase or other acquisition of Shares of a series by the
Fund, the Transfer Agent shall promptly notify PFPC, in its capacity as
administrator and accounting services agent, and the custodian of that Series of
the amount necessary to pay the applicable repurchase price and shall repurchase
the number of Shares indicated on the Written Instructions from the applicable
shareholders' account(s) pursuant to the procedures set forth in the Written
Instructions, and
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receive from the custodian of that Series and disburse to the applicable
shareholder the repurchase proceeds therefor, or arrange for direct payment of
such proceeds to such shareholders by such custodian, by wire transfer or
otherwise as provided in Written Instructions 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 custodian(s).
6. Authorized Shares. The Fund's authorized capital stock is
described in the Fund's Charter, as amended, including Articles supplementary
thereto. The Transfer Agent shall record issues of all Shares and shall notify
the Fund in case any proposed issue of Shares by the Fund shall result in an
over-issue as defined by Section 8-104(2) of Article 8 of the Maryland Uniform
Commercial Code. In case any issue of Shares would result in such an
over-issue, the Transfer Agent shall refuse to issue said Shares and shall not
countersign and issue certificates for such Shares. The Fund agrees to notify
the Transfer Agent promptly of any change in the number of authorized Shares and
of any change in the number of Shares registered under the 1933 Act.
7. Dividends and Distributions. The Fund shall furnish the Transfer
Agent with appropriate evidence of action by the Fund's Board of Directors
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 and the provisions of the Fund's Charter and the procedures set
forth in the Registration Statement or Written Instructions 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
shareholders 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.
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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.
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 custodian(s), 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 it 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 may from time to time be
mutually agreed upon between the Transfer Agent and the Fund.
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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,
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;
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(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 custodian(s), to the Fund or the custodian(s)
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 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, Securities Exchange Act of
1934 (the "1934 Act")], the 1940 Act, the Commodities Exchange Act (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 and 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 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
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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, 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 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.
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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.
19. Duration and Termination. This Agreement shall continue in
effect for one year from the date hereof and shall continue in force from year
to year thereafter, but only so long as such continuance is approved by both
parties. This Agreement may be terminated by either party on not less than 180
days prior written notice to the other party. The foregoing provisions
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,
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cable, telex or facsimile sending device. Notices shall be addressed (a) if to
the Transfer Agent at Provident Financial Processing Corporation, 000 Xxxxxxxx
Xxxxxxx, 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.
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 or 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
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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 be inure to the
benefit of the parties hereto and their respective successors.
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.
DIMENSIONAL EMERGING MARKETS FUND INC.
By: /s/ Xxxxxxx X. Xxxxxx
----------------------------------------
PROVIDENT FINANCIAL PROCESSING CORPORATION
By: /s/ Xxxxxx Xxxxxxxx
----------------------------------------
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TRANSFER AGENCY AGREEMENT
SCHEDULE A
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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 Monthly
size of investor
3. Listing of 5% shareholders for As requested
proxy and registration statement
purposes
4. Listing of purchases and redemptions Daily
by Series
5. Information necessary for completion Monthly
of N-SAR
6. Shareholder listing Monthly
7. Sales report Monthly
8. Year to date daily net asset value Monthly
per share listing by Series
