EXHIBIT NO. EX-99.h.4
EXPENSE WAIVER AND
ASSUMPTION AGREEMENT
AGREEMENT made this 27th day of July 2001, between THE DFA INVESTMENT
TRUST COMPANY, a Delaware business trust (the "Trust"), on behalf of certain
series of the Trust, as listed on Schedule A of this Agreement (each a "Series"
and together, the "Series"), and DIMENSIONAL FUND ADVISORS INC., a Delaware
corporation ("DFA").
WHEREAS, DFA has entered into Investment Management Agreements with the
Trust, pursuant to which DFA manages the investment and reinvestment of the
assets of the master funds in which the Series invest, and for which DFA is
compensated based on the average net assets of such master funds, a portion of
which such compensation is paid by the Series as a consequence of their
investments in the master funds; and
WHEREAS, the Trust and DFA have determined that it is appropriate and
in the best interests of each Series and its shareholders to limit the expenses
of those Series of the Trust as listed on Schedule A of this Agreement;
NOW, THEREFORE, the parties hereto agree as follows:
1. EXPENSE WAIVER AND ASSUMPTION BY DFA. DFA agrees to reduce all or a
portion of its fees for each Series listed on Schedule A, and, if
necessary, to assume certain other expenses (to the extent permitted
by the Internal Revenue Code of 1986, as amended) of each such
Series, such waiver and assumption of expenses as detailed on
Schedule A of this Agreement, to the extent necessary to limit the
annualized expenses of each Series to the rates reflected in
Schedule A of this Agreement for each Series ("Annualized Expense
Ratio").
2. DUTY TO REIMBURSE DFA. If at any time, a Series' annualized expenses
are less than the Annualized Expense Ratio listed on Schedule A of
this Agreement, the Trust, on behalf of a Series, shall reimburse
DFA for any fees previously waived and/or expenses previously
assumed to the extent that the amount of such reimbursement does not
cause the Series' Annualized Expense Ratio to exceed the limit on
Schedule A of this Agreement. There shall be no obligation of the
Trust, on behalf of a Series, to reimburse DFA for waived fees or
expenses that were assumed by DFA more than thirty-six months prior
to the date of any such reimbursement.
3. ASSIGNMENT. No assignment of this Agreement shall be made by DFA
without the prior consent of the Trust.
4. DURATION AND TERMINATION. This Agreement shall continue in effect
for a Series for a period of one year from the date of its
effectiveness for that Series, and shall continue in effect from
year to year thereafter for each Series, unless and until the Fund
or DFA notifies the other party to the Agreement, at least thirty
days prior to the end of the one-year period for a Series, of its
intention to terminate the Agreement for a Series. This Agreement
shall automatically terminate, with respect to a Series, upon the
termination of the investment of such Series in the master funds
managed by DFA.
1
5. EFFECTIVE DATES. This Agreement shall become effective for each
Series on the dates listed below:
PORTFOLIO EFFECTIVE DATE
The Global Value Series April 1, 2002
The Global Large Company Series April 1, 2002
The Global Small Company Series April 1, 2002
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as
of the date first above written.
DFA INVESTMENT TRUST COMPANY DIMENSIONAL FUND ADVISORS INC.
By: /s/ Xxxxxxx X. Xxxxxxxx By: /s/ Xxxxxxxxx X. Xxxxxx
--------------------------- ----------------------------
Name: Xxxxxxx X. Xxxxxxxx Name: Xxxxxxxxx X. Xxxxxx
--------------------------- ----------------------------
Title: V.P. and CFO Title: Vice President and Secretary
-------------------------- ----------------------------
2
SCHEDULE A
ANNUALIZED EXPENSE RATIO
SERIES (AS A PERCENTAGE OF AVERAGE NET ASSETS)
------ ---------------------------------------
THE GLOBAL VALUE SERIES 0.375% *
THE GLOBAL LARGE COMPANY SERIES 0.25 % *
THE GLOBAL SMALL COMPANY SERIES 0.375% *
* FOR EACH OF THESE SERIES, DFA HAS AGREED TO WAIVE ITS FEES AND TO ASSUME THE
SERIES' EXPENSES (INCLUDING THE EXPENSES THE SERIES BEARS AS A SHAREHOLDER
OF ITS MASTER FUNDS) TO THE EXTENT NECESSARY TO LIMIT THE SERIES' EXPENSES
TO THE RATE LISTED ABOVE FOR SUCH SERIES.
DATED: JULY 27, 2001
3
