CUSTODIAN SERVICES AGREEMENT
AMENDMENT NUMBER THREE
THIS AGREEMENT is made as of the 6th, day of March 1992 by and
between DFA INVESTMENT DIMENSIONS GROUP INC., a Maryland corporation (the
"Fund"), and PROVIDENT NATIONAL BANK ("Provident"), a national banking
association.
W I T N 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
"940 Act"), and
WHEREAS, the Fund has retained Provident to provide certain custodian
services pursuant to an Custodian Services Agreement dated as of June 19, 1989
and amended on February 26, 1990 and September 24, 1990 (the "Agreement") which
as of the date hereof, is in full force and effect; and
WHEREAS, Provident 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 and September 24, 1990, which are
defined in Section 1 of the agreement as the "Covered Portfolios"; and
WHEREAS, the Fund has since organized a new Portfolio, designated
"The U.S. 6-10 Small Company Portfolio", and the parties hereto desire that
Provident shall provide such Portfolio with the same services that Provident
provides to the five Portfolios of the Fund pursuant to the Agreement; and
WHEREAS, Section 1 of the Agreement provides that Provident shall
provide such services to any Portfolio organized by the Fund after the date
of the Agreement as agreed to in writing by Provident 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 Provident copies of
(a) post-effective amendment number 20 of the registration
statement of the Fund, as effective with the U.S. Securities and Exchange
Commission on March 6, 1992, wherein The U.S. 6-10 Small Company Portfolio is
described;
(b) The exhibits to such post-effective amendment consist 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 U.S. 6-10 Small Company Portfolio;
and
(c) Amendment Number Four dated March 6, 1992 of each of the
following agreements:
(i) the Transfer Agency Agreement between the Fund and
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 March 6, 1992 by:
(a) adding the following words "and effective March 6, 1992,
The U.S. 6-10 Small Company Portfolio" immediately after the words "The U.S.
Large Company Portfolio", in the first sentence of Section 1 therein;
(b) adding the following words, "and as amended March 6,
1992" after the words, "as amended September 24, 1990" in Section 2(j)
therein;
(c) deleting the following words, "September 24, 1990" and
inserting in lieu thereof, "March 6, 1992" in Section 5(a)(v); and
(d) adding a new sentence immediately following the third
sentence of Section 25 as follows: "The foregoing provisions of this Section
25 notwithstanding, this Agreement with respect to The U.S. 6-10 Small
Company 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 Provident applicable to the DFA
Intermediate Government Bond Portfolio 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 Three to the Agreement to be executed by their duty authorized
officers designated below on the day and year first above written.
DFA INVESTMENT DIMENSIONS GROUP INC.
By: Xxxxxxx X. Xxxxxxxx
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PROVIDENT NATIONAL BANK
By: Xxxxxx Xxxxxxxx
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