EXHIBIT NO. EX-99.h.8
THE DFA INVESTMENT TRUST COMPANY
THE LD U.S. LARGE COMPANY SERIES
THE HD U.S. LARGE COMPANY SERIES
THE LD U.S. MARKETWIDE VALUE SERIES
THE HD U.S. MARKETWIDE VALUE SERIES
ADMINISTRATION AGREEMENT
THIS AGREEMENT made this 27th day of July, 2000, by and between THE
DFA INVESTMENT TRUST COMPANY, a Delaware business trust (the "Fund"), on behalf
of the:
THE LD U.S. LARGE COMPANY SERIES
THE HD U.S. LARGE COMPANY SERIES
THE LD U.S. MARKETWIDE VALUE SERIES
THE HD U.S. MARKETWIDE VALUE 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;
(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 27th day of July, 2000.
THE DFA INVESTMENT TRUST DIMENSIONAL FUND ADVISORS
COMPANY INC.
By: By:
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Vice President Chairman-Chief Investment Officer