CUSTODIAN SERVICES AGREEMENT
AMENDMENT NUMBER FIVE
THIS AGREEMENT is made as of the 21st day of September, 1995 by and
between OF A INVESTMENT DIMENSIONS GROUP INC., a Maryland corporation (the
"Fund"), and PNC BANK, N.A., formerly "Provident National Bank" ("PNC").
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 (the "940 Act"),
and
WHEREAS, the Fund has retained PNC to provide certain custodian
services pursuant to a Custodian Services Agreement dated as of June 19, 1989
and amended on February 26, 1990, September 24, 1990, March 6, 1992 and
September 18, 1992 (the "Agreement") which as of the date hereof, is in full
force and effect; and
WHEREAS, PNC presently provides such services to three of the four
Portfolios of the Fund that were in existence on June 19, 1989, and the
Portfolios added on February 26, 1990, September 24, 1990, March 6, 1992 and
September 18, 1992, which are defined in Section 1 of the Agreement as the
"Covered Portfolios"; and
WHEREAS, the Fund has since organized two new Portfolios, designated
"VA Small Value Portfolio" and "VA Short-Term Fixed Portfolio" (collectively,
the "New Portfolios"), and the parties hereto desire that PNC shall provide the
New Portfolios with the same services that PNC provides to the nine Portfolios
of the Fund pursuant to the Agreement; and
WHEREAS, Section 1 of the Agreement provides that PNC shall provide
such services to any Portfolio organized by the Fund after the date of the
Agreement as agreed to in writing by PNC 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 PNC copies of:
(a) Post-Effective Amendment Number 35 to the registration
statement of the Fund, as effective with the U.S. Securities and Exchange
Commission on September 21, 1995, wherein the New Portfolios are described;
(b) The exhibits to such post-effective amendment including the
forms of investment advisory agreements and specimen stock certificates, all of
which pertain to the New Portfolios; and
(c) Amendment Number Ten dated September 21, 1995 of each of the
following agreements:
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(i) the Transfer Agency Agreement between the Fund and PFPC
Inc., formerly "Provident Financial Processing Corporation" ("PFPC"), dated as
of June 19, 1989; and
(ii) the Administration and Accounting Services Agreement
between the Fund and PFPC dated as of June 19, 1989.
2. The Agreement hereby is amended effective September 21, 1995 by:
(a) adding the following words "and effective September 21,
1995, VA Small Value Portfolio and VA Short-Term Fixed Portfolio" immediately
after the words, "The U.S. Small Cap High Book to Market Portfolio," in the
first sentence of Section 1;
(b) adding the following words, "and as amended September 21,
1995" after the words, "as amended September 18, 1992" in Section 2(j);
(c) deleting the following words, "September 18, 1992," and
inserting in lieu thereof the words, "June 30, 1995 and September 21, 1995" in
Section 5(a)(v); and
(d) adding a new sentence immediately following the sixth
sentence of Section 25 as follows: "The foregoing provisions of this Section 25
notwithstanding, this Agreement with respect to VA Small Value Portfolio and VA
Short-Term Fixed Portfolio may be terminated by either party upon not less than
180 days prior written notice to the other party."
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3. The Fee Schedules of PNC applicable to the New Portfolios shall
be as agreed in writing from time to time.
4. In all other respects to Agreement shall remain unchanged and in
full force and effect.
IN WITNESS WHEREOF, the parties hereto have caused this Amendment
Number Five to the Agreement to be executed by their duly authorized officers
designated below on the day and year first above written.
DFA INVESTMENT DIMENSIONS GROUP INC.
By: /s/ Xxxxx X. Xxxxxxx
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Vice President
PNC BANK, N.A.
By: /s/ Xxxxxx [ILLEGIBLE]
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Vice President
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