AGREEMENT
Agreement made this 6th day of January, 1993, between The DFA
Investment Trust Company (the "Trust"), a Delaware Business Trust and DFA
Securities Inc., an Illinois corporation ("DFA Securities").
In consideration of the mutual promises and undertakings herein
contained, and intending to be legally bound, the parties agree as follows:
(1) The Trust hereby authorizes DFA Securities to supervise the sale
of shares issued by the Trust pursuant to the Registration Statement filed by
the Trust with the U.S. Securities and Exchange Commission on Form N-1A
(Registration No. 811- ), as amended from time to time, during the term of
this Agreement.
(2) Sales of Trust shares shall be effected in a manner to satisfy the
exemption from registration set forth in section 4(2) of the Securities Act of
1933, as amended.
(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 and/or Dimensional Fund
Advisors Inc. ("DFA") comply with applicable Federal and State regulatory
requirements regarding the sale of securities, and with the applicable rules of
the National Association of Securities Dealers, Inc. ("NASD").
(4) DFA Securities will utilize its best efforts to encourage and
promote the sale of Trust 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 Trust 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) 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 the NASD and the cost of registration statements of the
Trust provided to persons who are not shareholders of the Trust.
(6) This Agreement shall become effective on the effective date of the
registration statement of the Trust, provided that prior to such date this
Agreement has been approved by a vote of a majority of the Trustees of the
Trust, cast in person, including a majority of those trustees who are not
parties to this Agreement or interested persons of any such party, as a meeting
called for the purpose of voting on such approval, and shall continue in
effective until December , 1993, and may be continued thereafter for
consecutive terms each of one year, provided that any such continuance is
approved in the manner provided above.
(7) 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.
(8) The terms "person", "interested person" and "assignment" shall
have the meanings ascribed thereto, respectively, under the 0000 Xxx.
(9) 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 party to the party giving notice: if to the
Fund, at 0000 Xxxxx Xxxxxx, 00xx Xxxxx, Xxxxx Xxxxxx, Xxxxxxxxxx 00000, and if
to DFA Securities, at 0000 Xxxxx Xxxxxx, 00xx Xxxxx, Xxxxx Xxxxxx, Xxxxxxxxxx
00000.
IN WITNESS WHEREOF, and Trust and DFA Securities have caused this
Agreement to be executed by their respective officers thereunto duly authorized,
as of the day and year above written.
THE DFA INVESTMENT TRUST COMPANY
By _________________________________
DFA SECURITIES INC.
By _________________________________
Date: