ADMINISTRATION AND ACCOUNTING SERVICES AGREEMENT
AMENDMENT NUMBER FIVE
THIS AGREEMENT is made as of the 20th day of December, 1994 by and
between DIMENSIONAL INVESTMENT GROUP INC., formerly "DFA U.S. Large Cap
Portfolio Inc.", a Maryland corporation (the "Fund"), and PFPC INC., formerly
"Provident Financial Processing Corporation" ("PFPC"), a Delaware corporation,
which is an indirect wholly-owned subsidiary of PNC Financial Corp.
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 "1940 Act");
and
WHEREAS, the Fund has retained PFPC to provide certain administration
and accounting services pursuant to an Administration and Accounting Services
Agreement dated as of July 12, 1991 and 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 six existing
Portfolios of the Fund; and
WHEREAS, the Fund has since organized two new Portfolios, designated
"DFA International Value Portfolio III" and "U.S. Large Cap Value Portfolio III"
(the "New Portfolios"), and the parties
hereto desire that PFPC shall provide the New Portfolios with the same services
that PFPC provides to the other 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 7 of the registration
statement of the Fund, as effective with the U.S. Securities and Exchange
Commission on December 20, 1994, wherein the New Portfolios are described;
(b) The exhibits to such post-effective amendment including the
Articles Supplementary to the Articles of Incorporation, specimen securities and
the forms of administration agreements with respect to the New Portfolios;
(c) Amendment Number Five dated December 20, 1994 of the
Transfer Agency Agreement between the parties dated as of July 12, 1991; and
(d) Amendment Number Five dated December 20, 1994 of the
Custodian Agreement between PNC Bank, N.A. and the Fund dated as of July 12,
1991.
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2. The Agreement hereby is amended effective December 20, 1994 by:
(a) adding the following sentence immediately after the third
sentence of Section 1 therein, "As of December 20, 1994, the Fund delivered to
PFPC a Prospectus dated December 20, 1994 wherein two new classes of Fund shares
designated the 'DFA International Value Portfolio III' and 'U.S. Large Cap Value
Portfolio III' are described and the parties agree that the terms of this
Agreement shall apply to the two Portfolios described in such Prospectus."; and
(b) adding a new sentence immediately following the third
sentence of Section 19 as follows: "The foregoing provisions of this Section 19
notwithstanding, this Agreement with respect to DFA International Value
Portfolio III and U.S. Large Cap Value Portfolio III 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 New Portfolios 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 Five to the Agreement to be executed by their
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duly authorized officers designated below on the day and year first above
written.
DIMENSIONAL INVESTMENT GROUP INC.
By: /s/ Xxxxx X. Xxxxxxx
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Vice President
PFPC INC.
By: /s/ Xxxxxx Xxxxxxxx
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S.V.P.
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