Exhibit No. EX-99.e
DISTRIBUTION AGREEMENT
THIS DISTRIBUTION AGREEMENT is made and entered into as of the 30th day of
October 2009, by and between DIMENSIONAL EMERGING MARKETS VALUE FUND, a Delaware
statutory trust (the "Trust"), and DFA SECURITIES LLC, a Delaware limited
liability company ("DFA Securities").
WHEREAS, the Trust is registered under the Investment Company Act of 1940,
as amended (the "1940 Act"), as an open-end management investment company, and
currently offers shares of common stock (the "Shares"); and
WHEREAS, DFA Securities is a member in good standing of The Financial
Industry Regulatory Authority ("FINRA") and is registered as a broker-dealer
with the U.S. Securities and Exchange Commission (the "SEC") under the
Securities Exchange Act of 1934, as amended; and
WHEREAS, the Trust desires to retain DFA Securities to serve as principal
underwriter in connection with the offering and sale of Shares; and
WHEREAS, DFA Securities is willing to act as principal underwriter of the
Shares on the terms and conditions hereinafter set forth;
NOW, THEREFORE, in consideration of the premises and mutual covenants
contained herein, the parties, intending to be legally bound, hereby agree as
follows:
(1) The Trust hereby appoints DFA Securities as its agent to be the
principal underwriter of the Trust to sell and to arrange for the sale of Shares
on the terms and for the period set forth in this Agreement. DFA Securities
hereby accepts such appointment and agrees to act hereunder, and pursuant to the
Trust's Registration Statement filed with the SEC on Form N-1A (SEC File No.
811-7440), as amended from time to time, during the term of this Agreement.
(2) Sales of the Shares shall be effected in the manner provided for in the
then current prospectus of the Trust and in the account registration forms
provided by the Trust to DFA Securities.
(3) In carrying out its responsibilities under this Agreement, DFA
Securities shall use its best efforts to ensure that persons engaged as Regional
Directors and Regional Representatives of DFA Securities comply with applicable
Federal and state regulatory requirements regarding the sales of securities, and
with applicable provisions of the Rules of Conduct of FINRA.
(4) DFA Securities will utilize its best efforts to encourage and promote
the sale of the Shares and, to this end, at its own expense, may prepare and
disseminate research and resource material as may be reasonably necessary or
desirable to promote the sale of the Shares. Any such material which refers to
the Trust shall be approved in writing by an executive officer of the Trust
prior to dissemination.
(5) The Trust shall be responsible for, and shall bear the costs of,
registration of the Shares under applicable Federal and state securities laws.
DFA Securities shall be responsible for, and shall bear the cost of, its own
registration as a securities dealer under Federal and state law and of its
membership in FINRA and the cost of prospectuses provided to persons who are not
stockholders of the Trust.
(6) DFA Securities may undertake appropriate distribution activities that
DFA Securities deems reasonable, which are primarily intended to result in the
sale of Shares. Subject to the supervisory authority of the Trustees of the
Trust, and on such terms as are authorized by the Trust, DFA Securities may
enter into servicing and/or selling agreements with qualified dealers, financial
intermediaries or other appropriate third-parties with respect to the offering
of Shares.
(7) The rights granted to DFA Securities shall be non-exclusive in that the
Trust reserves the right to sell the Shares to investors on applications
received and accepted by the Trust. Further, the Trust reserves the right to
issue Shares in connection with: (a) the merger or consolidation of the assets
of, or acquisition by the Trust through purchase or otherwise, with any other
investment company, trust or personal holding company; (b) the payment or
reinvestment of dividends or distributions; or (c) any offer of exchange
permitted by Section 11 of the ▇▇▇▇ ▇▇▇.
(8) Unless sooner terminated as provided herein, this Agreement shall
continue in effect for two years from the above-written date. Thereafter, if not
terminated, this Agreement shall continue automatically for successive periods
of twelve months each, provided that such continuance is specifically approved
at least annually (i) by a vote of a majority of the Trustees of the Trust who
are not "interested persons" (as that term is defined in the 1940 Act), cast in
person at a meeting called for the purpose of voting on such approval, and (ii)
by the Board of Trustees.
(9) This Agreement shall terminate automatically in the event of its
assignment and may be terminated by either party without penalty upon sixty
days' written notice.
(10) Any notice required or permitted to be given by either party to the
other shall be deemed sufficient if sent by registered or certified mail,
postage prepaid, addressed by the party giving notice to the other party at the
last address furnished by the other to the party giving notice: if to the Trust,
at ▇▇▇▇ ▇▇▇ ▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇, ▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇, and if to DFA Securities,
at ▇▇▇▇ ▇▇▇ ▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇, ▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇.
(11) This Agreement shall be construed in accordance with the laws of the
State of Delaware and the provisions of the 1940 Act. To the extent that the
laws of the State of Delaware conflict with the applicable provisions of the
1940 Act, the latter shall control.
IN WITNESS WHEREOF, the Trust and DFA Securities have caused this Amended
and Restated Distribution Agreement to be executed by their respective officers
thereunto duly authorized, as of the day and year above written.
DIMENSIONAL EMERGING MARKETS VALUE FUND
By:
DFA SECURITIES LLC
Dated: October 30, 2009 By: