THE DFA INVESTMENT TRUST COMPANY
CUSTODIAN AGREEMENT
ADDENDUM NUMBER ONE
THIS AGREEMENT is made as of the 7TH day of DECEMBER, 1998 by and between
--- --------------
THE DFA INVESTMENT TRUST COMPANY, a Delaware business trust (the "Fund"), and
PNC BANK, N.A., formerly "Provident National Bank," a national banking
association ("PNC").
W I T N E S S E T H :
WHEREAS, the Fund is registered as an open-end, management investment
company under the Investment Company Act of 1940, as amended;
WHEREAS, the Fund has retained PNC to serve as the Fund's custodian
pursuant to a Custodian Agreement dated January 15, 1993 (the "Agreement"),
which, as of the date hereof, is in full force and effect;
WHEREAS, PNC presently provides such services to the series of shares of
the Fund, including a new series of the Fund, designated as The Tax-Managed U.S.
Marketwide Value Series, which are listed on Schedule A, attached hereto; and
WHEREAS, Section 1 of the Agreement provides that the Fund may from time to
time issue additional series and, in such event, the provisions of the Agreement
shall apply to such series as may be mutually agreed to by the Fund and PNC;
NOW, THEREFORE, in consideration of the premises and mutual covenants
herein contained, and intending to be legally bound thereby, the parties agree:
1. The Agreement hereby is amended effective December 7, 1998 by:
replacing all references to "Provident National Bank" with
"PNC Bank, N.A.";
(b) replacing all references to "Provident" with "PNC";
(c) re-stating Paragraph 1 of the Agreement, to read as follows:
"1. APPOINTMENT.
The Fund hereby appoints PNC to act as custodian of
the portfolio securities, cash and other property
belonging to the series of shares of the Fund as listed
on Schedule A, attached hereto, (the "Covered Series")
for the period and on the terms set forth in this
Agreement. PNC accepts such appointment and agrees to
furnish the services herein set forth in return for the
compensation as provided in Paragraph 21 of this
Agreement.
1
The Fund may from time to time issue additional series
and, in such event, the provisions of this Agreement
shall apply to such series as may be mutually agreed by
the Fund and PNC. PNC shall identify to each Covered
Series the property and liabilities belonging to such
Covered Series and in such actions, records, reports,
confirmations, accounts and notices to the Fund called
for under this Agreement shall identify the Covered
Series to which such action, record, account, report,
confirmation or notice pertains."
(d) re-stating Paragraph 2 of the Agreement to read as follows:
"2. DELIVERY OF DOCUMENTS.
The Fund has furnished PNC with copies of properly certified
or authenticated copies of each of the following:
(a) Resolutions of the Fund's Board of
Trustees authorizing the appointment of PNC as
custodian of the portfolio securities, cash and
other property belonging to the Fund, as provided
herein and approving this Agreement;
(b) Appendix A identifying and containing the
signatures of the Fund's officers authorized to
issue Oral Instructions and to sign Written
Instructions, as hereinafter defined, on behalf of
the Fund;
(c) The Fund's Agreement and Declaration of Trust and
all amendments thereto (such Agreement and
Declaration of Trust, as presently in effect and
as it shall from time to time be amended, is
herein called the "Declaration of Trust");
(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 the "By-Laws");
(e) The current investment advisory agreements between
Dimensional Fund Advisors Inc. (the "Advisor") and
the Fund with respect to the covered Series (the
"Advisory Agreements");
(f) The Transfer Agency Agreement between PFPC Inc.
(the "Transfer Agent") and the Fund dated as of
January 15, 1993 (the "Transfer Agency
Agreement");
2
(g) The Administration and Accounting Services
Agreement between PFPC Inc. and the Fund dated as
of January 15, 1993 (the "Account Services
Agreement"); and
(h) The Fund's most recent registration statement on
Form N-1A under the 1940 Act (File No. 811-7436)
as filed with the U.S. Securities and Exchange
Commission (the "SEC") on December 7, 1998 and all
amendments thereto (such registration statement as
presently effective and as it shall from time to
time be amended, is herein called the
"Registration Statement");
The Fund will furnish PNC from time to time with copies,
properly certified or authenticated, of all amendments of or
supplements to the foregoing, if any."
2. The fee schedules of PNC applicable to the Covered Series shall be as
agreed to in writing from time to time.
3. This Addendum supercedes all prior Amendments to the Agreement.
4. In all other respects, the Agreement shall remain unchanged and in
full force and effect.
5. This Addendum 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.
IN WITNESS WHEREOF, the parties hereto have caused this Addendum Number One
to the Agreement to be executed by their duly authorized officers designated
below on the day and year first above written.
THE DFA INVESTMENT TRUST COMPANY
By: /s/ Xxxxx X. Xxxxxxx
-------------------------------------
XXXXX X. XXXXXXX
VICE PRESIDENT
PNC BANK, N.A.
By: /s/ Xxxxxx Xxxxxxxx
-------------------------------------
XXXXXX XXXXXXXX
SENIOR VICE PRESIDENT
3
AMENDED AND RESTATED
DECEMBER 7, 1998
APPENDIX A
THE DFA INVESTMENT TRUST COMPANY
I, Xxxxx X. Xxxxxxx, Secretary of The DFA Investment Trust Company, a
Delaware business trust (the "Fund"), do hereby certify that:
The following individuals are duly authorized as Authorized Persons to
give Oral Instructions and Written Instructions on behalf of the Fund:
NAME SIGNATURE
---- ---------
4
AMENDED AND RESTATED
DECEMBER 7, 1998
SCHEDULE A
SERIES OF
THE DFA INVESTMENT TRUST COMPANY
THE U.S. 9-10 SMALL COMPANY SERIES
THE U.S. 6-10 SMALL COMPANY SERIES
THE U.S. LARGE COMPANY SERIES
THE ENHANCED U.S. LARGE COMPANY SERIES
THE U.S. 6-10 VALUE SERIES
THE U.S. LARGE CAP VALUE SERIES
THE U.S. 4-10 VALUE SERIES
THE JAPANESE SMALL COMPANY SERIES
THE PACIFIC RIM SMALL COMPANY SERIES
THE UNITED KINGDOM SMALL COMPANY SERIES
THE EMERGING MARKETS SERIES
THE DFA INTERNATIONAL VALUE SERIES
THE EMERGING MARKETS SMALL CAP SERIES
THE CONTINENTAL SMALL COMPANY SERIES
THE DFA ONE-YEAR FIXED INCOME SERIES
THE DFA TWO-YEAR GLOBAL FIXED INCOME SERIES
THE DFA TAX-MANAGED U.S. MARKETWIDE VALUE SERIES
5