THE DFA INVESTMENT TRUST COMPANY
TRANSFER AGENCY 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
PFPC INC., formerly "Provident Financial Processing Corporation," a Delaware
corporation, (the "Transfer Agent").
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 the Transfer Agent to serve as the Fund's
transfer agent, registrar and dividend disbursing agent, pursuant to a Transfer
Agency Agreement dated January 15, 1993 (the "Agreement"), which, as of the date
hereof, is in full force and effect;
WHEREAS, the Transfer Agent currently provides such services to the
existing series of shares of the Fund, including a new series of the Fund,
designated as The U.S. Marketwide Value Series, which are listed on Schedule B,
attached hereto; and
WHEREAS, Paragraph 1 of the Agreement provides that any series of shares
created by the Fund after the date of the Agreement shall be included thereunder
upon the mutual agreement of the Fund and the Transfer Agent;
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:
(a) replacing all references to "Provident Financial Processing
Corp." with "PFPC Inc."
(b) re-stating Paragraph 1 of the Agreement to read as follows:
"1. APPOINTMENT.
The Fund hereby appoints the Transfer Agent to serve as
transfer agent, registrar, and dividend disbursing agent for the
series of shares of the Fund as listed on Schedule B, attached hereto,
(the "Series") for the period and on the terms set forth in this
Agreement. The Transfer Agent shall identify to each Series property
belonging to such Series and in such reports, records, confirmations
and notices to the Fund and other services provided hereunder shall
promptly identify the Series to which such property, record, report,
confirmation
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or service pertains and shall issue shares on a per Series basis as
provided in the registration statement of the Fund. The Transfer Agent
accepts such appointment and agrees to furnish the services herein set
forth in return for the compensation as provided in Paragraph 16 of
this Agreement. Any Series of Shares created by the Fund after the
date hereof shall be included hereunder upon the mutual agreement of
the Fund and the Transfer Agent."
(c) re-stating Paragraph 2. of the Agreement to read as follows:
"2. DELIVERY OF DOCUMENTS.
The Fund has furnished the Transfer Agent 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 the Transfer Agent
as transfer agent and registrar and dividend
disbursing agent for the Fund and approving this
Agreement;
(b) Appendix A identifying and containing the
signatures of the Fund's officers and other
persons authorized to issue Oral Instructions and
to sign Written Instructions as hereinafter
defined, on behalf of the Fund and to execute
share certificates representing Shares of the
applicable Series;
(c) The Fund's Certificate of Trust filed with the
Delaware Secretary of State on October 17, 1992
and all amendments thereto;
(d) 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 may from time to time be amended, is herein
called the "Declaration of Trust");
(e) 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 "By-Laws");
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(f) The Custodian Agreement between PNC Bank, N.A.
(formerly Provident National Bank) and the Fund
dated as of January 15, 1993;
(g) The Administration and Accounting Services
Agreement between the Transfer Agency and the Fund
dated as of January 15, 1993; 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 PFPC 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 PFPC applicable to the 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.
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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
PFPC INC.
By: /s/ Xxxxxx Xxxxxxxx
------------------------------------
Xxxxxx Xxxxxxxx
Senior Vice President
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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
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AMENDED AND RESTATED
DECEMBER 7, 1998
SCHEDULE B
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 TAX-MANAGED U.S. MARKETWIDE VALUE SERIES
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