ADMINISTRATION AND ACCOUNTING SERVICES AGREEMENT
AMENDMENT NUMBER TWO
THIS AGREEMENT is made as of the 24, day of September, 1990 by and between
DFA INVESTMENT DIMENSIONS GROUP INC., a Maryland corporation (the "Fund"), and
PROVIDENT FINANCIAL PROCESSING CORPORATION ("PFPC"), a Delaware corporation,
which is indirect wholly-owned subsidiary of PNC-Financial Corp.
W I TN E S S E T H :
WHEREAS, the Fund is registered as an open-end, diversified management
investment company under the Investment Company Act of 1940, as amended (the
"1940 Act"), and
WHEREAS, the Fund has retained Provident to provide certain administration
and accounting services pursuant to an Administration and Accounting Services
Agreement dated as of June 19, 1989 and amended on February 26, 1990 (the
"Agreement") which, as of the date hereof, is in full force and effect; and
WHEREAS, PFPC presently provides such services to six of the seven
Portfolios of the Fund that were in existence on June 190, 1989 and the
Portfolio which was added on February 26, 1990; and
WHEREAS, the Fund has since organized two new Portfolios, designated and
DFA Intermediate Government Bond Portfolio', and the parties hereto desire that
PFPC shall provide such Portfolios with the same services that PFPC provides to
the seven Portfolios of the Fund pursuant to the Agreement; and
WHEREAS, Section 1 of the Agreement provides that PFPC shall provide such
services to any Portfolio organized by the Fund after the date of the Agreement
as agreed to in writing by PFPC and the Fund.
NOW, THEREFORE, in consideration of the premises and mutual covenants
herein contained, and intending to be legally bound, the parties hereto agree as
follows:
1. The Fund has delivered to PFPC copies of:
(a) post-effective amendment number 18 of the registration statement
of the Fund, as effective with the U.S. Securities and Exchange Commission on
September 24, 1990, wherein DFA Global Bond Portfolio and DFA Intermediate
Government Bond Portfolio is are described;
(b) The exhibits to SUCH post-effective amendments consisting of
Articles Supplementary to the Articles of Incorporation, amendments to the
bylaws, the form of investment advisory agreement, specimen stock certificate,
all of which pertain to the DFA Global Bond Portfolio and DFA Intermediate
Government Bond Portfolio; and
(c) Amendment Number Two dated September 24, 1990 of each of the
following agreements:
(i) the Transfer Agency Agreement between the parties dated as
of June 19, 1989; and
(ii) the Custodian Agreement between the Fund and Provident
National Bank dated as of June 19, 1989.
2. The Agreement hereby is amended effective September 24, 1990 by:
(a) adding the following sentence immediately after the third
sentence of Section 1 therein, "As of September 24, 1990, the Fund delivered to
PFPC a Prospectus dated September 24, 1990 wherein two new classes or series
Fund of shares designated "DFA Global Bond Portfolio" and "DFA Intermediate
Government Bond Portfolio", are described and the parties agree that the terms
of this Agreement shall apply to the nine Portfolios described in such
Prospectus.";
(b) adding the following words, and as amended "September 24, 1990"
after the words, "as amended February 26, 1990" in section 2(j) therein;
(c) deleting the following words, "February 26, 1990" and inserting
in lieu thereof, "September 24, 1990" in Section 5(a)(15); and
(d) adding a new sentence immediately following the third sentence of
Section 15 as follows: "The foregoing provisions of this Section 15
notwithstanding, this Agreement with respect to the DFA Global Bond Portfolio
and the DFA Intermediate Government Bond Portfolio may be terminated by either
party upon not less than 180 days prior written notice to the other party."
3. The Fee Schedules of PFPC applicable to the DFA Global Bond Portfolio
and the DFA Intermediate Government Bond Portfolio shall be as agreed in writing
from time to time.
4. In all other respects the Agreement shall remain unchanged and in full
force and effect.
IN WITNESS WHEREOF, the parties hereto have caused this Amendment Number
Two to the Agreement to be executed by their duly authorized officers below on
the day and year first above written.
DFA INVESTMENT DIMENSIONS
GROUP INC.
By: Xxxxxxx X. Xxxxxx
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PROVIDENT FINANCIAL
PROCESSING CORPORATION
By: Xxxxxx X. Xxxxxxxx
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