Exhibit 99.b9.1
DIMENSIONAL INVESTMENT GROUP INC.
TRANSFER AGENCY AGREEMENT
ADDENDUM NUMBER ONE
THIS AGREEMENT is made as of the 8th day of December, 1998 by and between
DIMENSIONAL INVESTMENT GROUP INC., formerly known as the "DFA U.S. Large Cap
Portfolio Inc.," a Maryland corporation (the "Fund"), and PFPC INC., formerly
known as "Provident Financial Processing 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, and its securities
are registered under the Securities Act of 1933, as amended; and
WHEREAS, the Fund has retained PFPC to serve as the Fund's transfer agent,
registrar and dividend disbursing agent, pursuant to a Transfer Agency Agreement
dated July 12, 1991, as amended, (the "Agreement") which, as of the date hereof,
is in full force and effect; and
WHEREAS, PFPC presently provides such services to the existing series of
the Fund, including a new series of the Fund, designated as Tax-Managed U.S.
Marketwide Value Portfolio II, which are listed on Schedule A attached hereto;
and
WHEREAS, Paragraph 1 of the Agreement provides that PFPC shall provide such
services to any class of shares created by the Fund after the date of the
Agreement upon mutual agreement of the Fund and Transfer Agent;
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 Agreement hereby is amended effective December 8, 1998 by:
(a) replacing all references to the "DFA Large Cap Portfolio Inc."
with "Dimensional Investment Group, Inc.,"
(b) replacing all references to "Provident Financial Processing
Corp." with "PFPC Inc."
(c) 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 Fund with respect to each series of shares of
the Fund as listed on Schedule A, attached hereto, (the
"Shares") for the period and on the terms set forth in this
Agreement. The Transfer Agent shall identify to each such
series or class property belonging to such series or class
and in such reports, records, confirmations and notices to
the Fund and other services provided hereunder shall
promptly identify the series or class to which such
property, record, report, confirmation or service pertains
and shall issue shares on a per series basis as provided in
the prospectus. Any class 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.
(d) re-stating Paragraph 2 of the Agreement to read as follows:
"2. DELIVERY OF DOCUMENTS. The Fund has furnished the Transfer
Agent with properly certified or authenticated copies of
each of the following:
(a) Resolutions of the Fund's Board of Directors
authorizing the appointment of the Transfer Agent as
transfer agent and registrar and dividend disbursing
agent of the Fund as provided herein and approving this
Agreement;
(b) Appendix A identifying and containing the signatures of
the Fund's officers authorized to sign stock
certificates on behalf of the applicable portfolios of
shares of the Fund and to execute stock certificates
representing the Shares of such portfolios;
(c) The Fund's Articles of Incorporation, and all
amendments, thereto (such Articles of Incorporation, as
presently in effect and as they may from time to time e
amended, are
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herein called the "Charter");
(d) 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");
(e) The current investment advisory agreements between
Dimensional Fund Advisors Inc. ("DFA") and the
Portfolios of the Fund);
(f) The current Facility Agreement between DFA and the Fund
(the "Facility Agreement");
(g) The current Administration and Accounting Services
Agreement between the Transfer Agent and the Fund dated
as of July 12, 1991, (the "Accounting Services
Agreement"); and
(h) The Fund's current Prospectuses and Statements of
Additional Information relating to each of the Shares.
The Prospectuses and Statements of Additional
Information, and all amendments and supplements
thereto, are hereinafter described as the "Prospectus."
The Fund agrees to furnish to the Transfer Agent from time to
time with properly certified or authenticated copies of all
amendments or supplements to the foregoing, if any."
(e) re-stating Paragraph 7 to read as follows:
7. DIVIDENDS AND DISTRIBUTIONS. The Fund shall furnish the
Transfer Agent with appropriate evidence of action by
the Fund's Board of Directors authorizing the
declaration and payment of dividends and distributions
as described in the then current Prospectus. The
Transfer Agent shall notify the Custodian of the amount
of cash necessary to pay such dividend or distribution
and, after deducting any amount required to be withheld
by any applicable tax laws, rules and regulations or
other applicable laws, rules and regulations, the
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Transfer Agent shall in accordance with the
instructions in proper form from a Shareholder and the
provisions of the Fund's Charter and the procedures set
forth in the current Prospectus, or Written
Instructions amending such procedures, issue and credit
the account of the Shareholder with Shares, or, if the
Shareholder so elects, pay such dividends."
(f) re-stating Paragraph 19 to read as follows:
"19. DURATION AND TERMINATION. This Agreement shall continue
in effect from year-to-year, as long as such Agreement
is approved by the Fund's Board of Directors. This
Agreement may be terminated by either party on or after
the first anniversary of the investment date upon not
less than 180 days prior written notice to the other
party. The foregoing provisions notwithstanding, either
party may terminate this Agreement in the event of a
material breach of the terms hereof after written
notice to the other party of such breach and a
reasonable time for cure of such breach, unless such
breach is not curable and, in such circumstances, this
Agreement shall terminate, at the option of the injured
party, three months after the date such notice is
given."
2. The fee schedules of the Transfer Agent applicable to the
Portfolios shall be 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.
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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.
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.
DIMENSIONAL INVESTMENT GROUP INC.
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 8, 1998
APPENDIX A
DIMENSIONAL INVESTMENT GROUP INC.
Name Signature
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AMENDED AND RESTATED
DECEMBER 8, 1998
SCHEDULE A
SERIES OF
DIMENSIONAL INVESTMENT GROUP INC.
DFA 6-10 INSTITUTIONAL PORTFOLIO
U.S. LARGE CAP VALUE PORTFOLIO II
U.S. 6-10 VALUE PORTFOLIO II
THE DFA INTERNATIONAL VALUE PORTFOLIO
DFA INTERNATIONAL VALUE PORTFOLIO II
DFA INTERNATIONAL VALUE PORTFOLIO III
DFA ONE-YEAR FIXED INCOME PORTFOLIO II
U.S. LARGE CAP VALUE PORTFOLIO III
RWB/DFA U.S. HIGH BOOK TO MARKET PORTFOLIO
RWB/DFA TWO-YEAR CORPORATE FIXED INCOME PORTFOLIO
RWB/DFA TWO-YEAR GOVERNMENT PORTFOLIO
EMERGING MARKETS PORTFOLIO II
DFA INTERNATIONAL VALUE PORTFOLIO IV
TAX-MANAGED U.S. MARKETWIDE VALUE PORTFOLIO II
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