Exhibit 99.b9.3
THE DFA INVESTMENT TRUST COMPANY
THE GLOBAL VALUE SERIES
THE GLOBAL LARGE COMPANY SERIES
THE GLOBAL SMALL COMPANY SERIES
ADMINISTRATION AGREEMENT
AGREEMENT made this 28th day of May, 1999, by and between THE DFA
INVESTMENT TRUST COMPANY, a Delaware business trust (the "Fund"), on behalf of
THE GLOBAL VALUE SERIES, THE GLOBAL LARGE COMPANY SERIES and THE GLOBAL SMALL
COMPANY SERIES (the "Portfolios"), separate series of the Fund, and DIMENSIONAL
FUND ADVISORS INC., a Delaware corporation (the "Administrator").
WHEREAS, the Fund has been organized and operates as an investment
company registered under the Investment Company Act of 1940 for the purposes of
investing and reinvesting its assets in securities, as set forth in its
Registration Statement under the Investment Company Act of 1940, as heretofore
amended and supplemented;
WHEREAS, the Portfolios, as separate series of the Fund, desire to
avail themselves of the services, assistance and facilities of an administrator
and to have an administrator perform various administrative and other services
for them; and
WHEREAS, the Administrator desires to provide such services to the
Portfolios.
NOW, THEREFORE, in consideration of the terms and conditions
hereinafter set forth, it is agreed as follows:
1. EMPLOYMENT OF THE ADMINISTRATOR. The Fund hereby employs the
Administrator to supervise the administrative affairs of the Portfolios, subject
to the direction of the board of trustees and the officers of the Fund on the
terms hereinafter set forth. The Administrator hereby accepts such employment
and agrees to render the services described herein.
2. SERVICES TO BE PROVIDED BY THE ADMINISTRATOR.
A. The Administrator shall supervise the administrative affairs of
the Fund as they pertain to the Portfolios. Specifically, the Administrator
shall:
(1) supervise the services provided to the Fund for the benefit
of the Portfolios by the Portfolios' custodian, transfer and
dividend disbursing agent, printers, insurance carriers (as
well as agents and brokers), independent accountants, legal
counsel and other persons who provide services to the Fund
for the benefit of the Portfolios;
(2) assist the Fund to comply with the provisions of applicable
federal, state, local and foreign securities, tax,
organizational and other laws that (i) govern the business
of the Fund in respect of the Portfolios (EXCEPT THOSE THAT
GOVERN INVESTMENT OF THE PORTFOLIOS' ASSETS), (ii) regulate
the offering of the Portfolios' shares, and (iii) provide
for the taxation of the Portfolios;
(3) provide the shareholders of the Portfolios with such
information regarding the operation and affairs of the
Portfolios, and their investment in their shares, as they or
the Fund may reasonably request;
(4) assist the Portfolios to conduct meetings of their
shareholders if and when called by the board of trustees of
the Fund;
(5) furnish such information as the board of trustees of the
Fund may require regarding any investment company in whose
shares the Portfolios may invest; and
(6) provide such other administrative services for the benefit
of the Portfolios as the board of trustees may reasonably
request.
B. In carrying out its responsibilities under Section A herein, to the
extent the Administrator deems necessary or desirable and at the expense of the
Portfolios, the Administrator shall be entitled to consult with, and obtain the
assistance of, the persons described in Section A, paragraph (1) herein who
provide services to the Fund.
C. The Administrator, at its own expense, shall provide the Fund with
such office facilities and equipment as may be necessary to conduct the
administrative affairs of the Fund in respect of the Portfolios.
3. EXPENSES OF THE FUND. It is understood that the Portfolios will pay
all of their own expenses incurred to conduct their administrative affairs.
4. COMPENSATION OF THE ADMINISTRATOR. It is understood that there
shall be no fees paid to the Administrator for the services to be rendered by
the Administrator to the Portfolios as provided in Section 2 of this Agreement.
5. ACTIVITIES OF THE ADMINISTRATOR. The services of the Administrator
to the Fund or in respect of the Portfolios are not to be deemed exclusive, and
the Administrator shall be free to render similar services to others as long as
its services to the Fund or in respect of the Portfolios are not impaired
thereby.
6. LIABILITY OF THE ADMINISTRATOR. No provision of this Agreement
shall be deemed to protect the Administrator against any liability to the Fund
or its shareholders to which
it might otherwise be subject by reason of willful misfeasance, bad faith or
gross negligence in the performance of its duties or the reckless disregard of
its obligations under this Agreement.
7. DURATION AND TERMINATION.
A. This Agreement shall become effective on the date written
below, provided that prior to such date it shall have been approved by the board
of trustees of the Fund, and shall continue in effect until terminated by the
Fund or the Administrator on 60 days' written notice to the other.
B. Any notice under this Agreement shall be given in writing
addressed and delivered, or mailed post-paid, to the other party at the
principal business office of such party.
8. SEVERABILITY. 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.
9. GOVERNING LAW. This Agreement shall be governed by and
construed in accordance with the laws of the State of California.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to
be executed and effective on the 28th day of May, 1999.
DIMENSIONAL FUND ADVISORS INC. THE DFA INVESTMENT TRUST
COMPANY
By: /s/ Xxx Xxxxxxxxxxx By: /s/ Xxxxx X. Xxxxx
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Chairman-Chief Investment Officer President
