TRANSFER AGENCY AGREEMENT
THIS AGREEMENT is made as of the 12th day of July 1991, between DFA U.S.
LARGE CAP PORTFOLIO 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 an open-end, diversified 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 shares of the Fund's Common Stock, $.0l 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
Prospectus 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 or class and in such reports,
records, confirmations and notices to the Fund and other services provided
hereunder shall promptly identify the series or class to which such property,
record, report, confirmation or service pertains and shall issue shares on a per
series basis as provided in the Prospectus. 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 class 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 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 stock certificates representing Shares;
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(c) The Fund's Articles of Incorporation filed with the Department of
Assessments and Taxation of the State of Maryland on March 19, 1990 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) The current Facility Agreement with Dimensional Fund Advisors
Inc. ("DFA") and the Fund (the "Facility Agreement");
(f) The Custodian Agreement between Provident National Fund dated as
of July 12, 1991 (the "Custodian Bank and the Fund dated as of July 12, 1991
(the "Custodian Agreement");
(g) The Administration and Accounting Services Agreement between the
Transfer Agent and Fund dated of July 12, 1991 (the "Accounting Services
Agreement");
(h) The current Agreement between the Fund and DFA Securities Inc.;
(i) The current form of Shareholder Agreement;
(j) The Fund's most recent Registration Statement on Form N-lA under
the Securities Act of 1933, as amended (the "1933 Act") (File No.
33-___________) and under the 1940 Act, as filed with the SEC on May 14, 1991
relating to Shares, and all amendments thereto; and
(k) The Fund's most recent prospectus or prospectuses and Statements of
Additional Information relating to Shares (such
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prospectus, or prospectuses, and Statements of Additional Information as
presently in effect and all amendments and supplements thereto are herein called
the "Prospectus").
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.
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(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
electronic transmission properly originated and confirmed by the Fund.
(f) "SHARES". As used in this Agreement the term "Shares" means each
separate class 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 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 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
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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 negative stock split, recapitalization or
other capital adjustment 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;
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(iii) Specimen Share certificates for each class 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
(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, 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 Prospectus 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 Prospectus.
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(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 a signature guaranteed by a national bank or member
of a National Securities Exchange and such other 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 shares of common stock.
(c) STOCK CERTIFICATES. If at any time the Fund issues stock
certificates, the following provisions will apply:
(i) The Fund will supply the Transfer Agent with a sufficient supply
of stock 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 stock
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 shall bear the corporate
seal or facsimile thereof of the Fund, 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
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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 stock 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 stock certificates, which shall be in proper
form for transfer, together with the Shareholder's instructions to hold
such stock 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
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Shareholder of uncertificated securities for a certificate in the number of
shares in his account, the Transfer Agent will issue such stock
certificates and deliver them to the Shareholder.
(d) REDEMPTION OF SHARES. Upon receipt of a redemption order from a
stockholder and/or in accordance with Written Instructions, the Transfer Agent
shall promptly notify PFPC, in its capacity as administrator, and the Custodian
of the amount necessary to pay such redemption and shall redeem the number of
Shares indicated thereon from the redeeming Shareholder's account pursuant to
the procedures set forth in the prospectus dated May 14, 1991 or pursuant to
Written Instruction amending such procedures of the Fund and receive from the
Fund's Custodian and disburse to the redeeming Shareholder the redemption
proceeds therefor, or arrange for direct payment of redemption proceeds to such
Shareholders by the Fund's Custodian, by wire transfer or otherwise as provided
in Written Instructions in accordance with such procedures and controls as are
provided in the Prospectus or as may be mutually agreed upon from time to time
by and among the Fund, the Transfer Agent and the Fund's Custodian. Pursuant to
procedures set forth in the Fund's prospectus and in the Shareholder Agreement
signed by each Shareholder, the Fund may require a Shareholder to redeem its
shares.
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
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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 overissue, 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 or termination of the Fund's declaration under Rule 24f-2 under the
1940 Act. The Transfer Agent shall provide the Fund with the necessary
information to prepare 24f-2 Notices under the 1940 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 then current Prospectus. The Transfer Agent shall notify the
Custodian 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 prospectus dated May 14, 1991 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
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or distribution in cash to the Shareholders and in either case, in accordance
with the procedures set forth in the prospectus dated May 14, 1991 or Written
Instructions amending such procedures. In lieu of receiving from the Fund's
Custodian 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 Fund's Custodian, 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 the Fund's 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.
In accordance with the procedures set forth in the prospectus dated May 14,
1991 or Written Instructions amending such
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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,
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; and (b) arrange for the exchange of Shares of a series for
Shares of another series.
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 class of Shares held and number and class 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
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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) furnish state-by-state registration reports to the Fund;
(b) provide toll-free lines for direct Shareholder use, plus customer
liaison staff with on-line inquiry capacity;
(c) provide the Fund with duplicate confirmations of stockholder
activity, whether executed through a dealer or directly with the Transfer Agent;
(d) provide detail for underwriter or broker confirmations and other
participating dealer Shareholder accounting, in accordance with such procedures
as may be agreed upon between the Fund and the Transfer Agent;
(e) provide Shareholder lists and statistical information concerning
accounts to the Fund; and
(f) 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, to the Fund or the Custodian 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
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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
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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.
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 1934 Act, the 1940 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 Securities Exchange Act
of 1934,
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the 1940 Act, the CEA, and any state and foreign securities and blue sky 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
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
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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
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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.
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.
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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 that the Fund begins to invest in stocks that comprise
the Standard & Poor's 500 Composite Stock Price Index (the "investment date") .
This Agreement may be terminated by either party on or after the first
anniversary of the investment date upon 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
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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, 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
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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 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.
DFA U.S. LARGE CAP
PORTFOLIO INC.
By: /s/ Xxxxxxx X. Xxxxxx
--------------------------------
PROVIDENT FINANCIAL
PROCESSING CORPORATION
By: /s/ Xxxxxx Xxxxxxxx
--------------------------------
24
INDEX
Paragraph Page
--------- ----
1. Appointment
2. Delivery of Documents
3. Definitions
4. Instructions Consistent with Charter Declaration, etc.
5. Transactions Not Requiring Instructions
6. Authorized Shares
7. Dividends and Distributions
S. Communications with Shareholders
9. Records
10. Ongoing
11. Cooperation with Accountants
12. Confidentiality
13. Equipment Failures
14. Right to Receive
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
25
