EXHIBIT NO. EX-99.d.1.x
INVESTMENT MANAGEMENT AGREEMENT
AGREEMENT made as of this ___ day of _________, 2001, by and between
THE DFA INVESTMENT TRUST COMPANY, a Delaware business trust (the "Trust") and
DIMENSIONAL FUND ADVISORS INC., a Delaware corporation (the "Manager").
1. DUTIES OF ADVISOR.
The Trust hereby employs the Manager to manage the investment
and reinvestment of the assets of:
THE TAX-MANAGED U.S. MARKETWIDE SERIES
of the Trust (the "Series"), to continuously review, supervise and administer
the Series' investment program, to determine in its discretion the securities
to be purchased or sold and the portion of the Series' assets to be
uninvested, to provide the Trust with records concerning the Manager's
activities which the Trust is required to maintain, and to render regular
reports to the Trust's officers and the Board of Trustees of the Trust, all
in compliance with the objectives, policies and limitations set forth in the
Trust's registration statement and applicable laws and regulations. The
Manager accepts such employment and agrees to provide, at its own expense,
the office space, furnishings and equipment and the personnel required by it
to perform the services described herein on the terms and for the
compensation provided herein.
2. PORTFOLIO TRANSACTIONS.
The Manager is authorized to select the brokers or dealers
that will execute the purchases and sales of portfolio securities for the
Series and is directed to use its best efforts to obtain the best available
price and most favorable execution, except as prescribed herein. It is
understood that the Manager will not be deemed to have acted unlawfully, or
to have breached a fiduciary duty to the Trust or in respect of the Series,
or be in breach of any obligation owing to the Trust or in respect of the
Series under this Agreement, or otherwise, solely by reason of its having
caused the Series to pay a member of a securities exchange, a broker or a
dealer a commission for effecting a securities transaction for the Series in
excess of the amount of commission another member of an exchange, broker or
dealer would have charged if the Manager determines in good faith that the
commission paid was reasonable in relation to the brokerage or research
services provided by such member, broker or dealer, viewed in terms of that
particular transaction or the Manager's overall responsibilities with respect
to its accounts, including the Trust, as to which it exercises investment
discretion. The Manager will promptly communicate to the officers and
directors of the Trust such information relating to transactions for the
Series as they may reasonably request.
3. COMPENSATION OF THE MANAGER.
For the services to be rendered by the Manager as provided in
Section 1 of this Agreement, the Trust shall pay to the Manager, at the end of
each month, a fee equal to one-twelfth of 0.05% of the net assets of the Series.
In the event that this Agreement is terminated at other than a month-end, the
fee for such month shall be prorated.
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4. OTHER SERVICES.
At the request of the Trust, the Manager, in its discretion,
may make available to the Trust office facilities, equipment, personnel and
other services. Such office facilities, equipment, personnel and service shall
be provided for or rendered by the Manager and billed to the Trust at the
Manager's cost and, where applicable, the cost thereof shall be apportioned
among the several Series of the Trust proportionate to their respective
utilization thereof.
5. REPORTS.
The Trust and the Manager agree to furnish to each other
information with regard to their respective affairs as each may reasonably
request.
6. STATUS OF THE MANAGER.
The services of the Manager to the Trust or in respect of the
Series, are not to be deemed exclusive, and the Manager shall be free to render
similar services to others as long as its services to the Trust or in respect of
the Series, are not impaired thereby. The Manager shall be deemed to be an
independent contractor and shall, unless otherwise expressly provided or
authorized, have no authority to act for or represent the Trust in any way or
otherwise be deemed an agent of the Trust.
7. LIABILITY OF MANAGER.
No provision of this Agreement shall be deemed to protect the
Manager against any liability to the Trust 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.
8. PERMISSIBLE INTERESTS.
Subject to and in accordance with the agreement and
declaration of trust of the Trust and the charter of the Manager, trustees,
officers, and shareholders of the Trust are or may be interested in the Manager
(or any successor thereof) as directors, officers or shareholders, or otherwise;
directors, officers, agents and shareholders of the Manager are or may be
interested in the Trust as trustees, officers, shareholders or otherwise; and
the Manager (or any successor) is or may be interested in the Trust as a
shareholder or otherwise and the effect of any such interrelationships shall be
governed by said agreement and declaration of trust and charter and the
provisions of the Investment Company Act of 1940.
9. DURATION AND TERMINATION.
This Agreement shall become effective on AUGUST 1, 2001 (the
"Effective Date") and shall continue in effect until AUGUST 1, 2003, and
thereafter, only if such continuance is approved at least annually by a vote of
the Trust's Board of Trustees, including the vote of a majority of the trustees
who are not parties to this Agreement or interested persons of any such party,
cast in person, at a meeting called for the purpose of voting such approval. In
addition, the question of continuance of this Agreement may be presented to the
shareholders of the Trust; in
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such event, such continuance shall be effected only if approved by the
affirmative vote of the holders of a majority of the outstanding voting
securities of the Series.
This Agreement may at any time be terminated without payment of any
penalty either by vote of the Board of Trustees of the Trust or by vote of
the holders of a majority of the outstanding voting securities of the Series,
on sixty days written notice to the Manager.
This Agreement shall automatically terminate in the event of its
assignment.
This Agreement may be terminated by the Manager after ninety days
written notice to the Trust.
Any notice under this Agreement shall be given in writing, addressed
and delivered, or mailed postpaid, to the other party at any office of such
party. As used in this Section 9, the terms "assignment," "interested
persons," and a "vote of the holders of a majority of the outstanding
securities" shall have the respective meanings set forth in Section 2(a)(4),
Section 2(a)(19), Section 2(a)(42) of the Investment Company Act of 1940 and
Rule l8f-2 thereunder.
10. 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.
IN WITNESS WHEREOF, the parties hereby have caused this Agreement to be
executed as of this __ day of ___________, 2001.
DIMENSIONAL FUND THE DFA INVESTMENT TRUST
ADVISORS INC. COMPANY
By: By:
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Xxxxxxx X. Xxxxxxxx Xxxxxxxxx X. Xxxxxx
Vice President, Chief Financial Vice President and Secretary
Officer and Treasurer
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