Exhibit 99.b9.2
DIMENSIONAL INVESTMENT GROUP INC.
ADMINISTRATION AND ACCOUNTING SERVICES 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," a Delaware corporation
Corp." ("PFPC").
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 ("1940 Act") and
its shares are registered under the Securities Act of 1933, as amended ("1933
Act");
WHEREAS, the Fund has retained PFPC to provide certain administration and
accounting services pursuant to an Administration and Accounting Services
Agreement dated July 12, 1991 (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
shares 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 B,
attached hereto; and
WHEREAS, Paragraph 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 thereby, the parties agree:
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
Corporation" with "PFPC Inc."
(c) re-stating Paragraph 1. of the Agreement to read as follows:
"1. APPOINTMENT.
The Fund hereby appoints PFPC to provide certain administrative
and accounting services to each series of the Fund as listed on
Schedule A, attached hereto, (the "Portfolios") for the period
and on the terms set forth in this Agreement. PFPC accepts such
appointment and agrees to furnish the services herein set forth
in return for the compensation as provided in Paragraph 12 of
this Agreement. The records, notices, reports and services
provided by PFPC hereunder shall be prepared, kept, maintained
and furnished by PFPC in respect of each Portfolio of the Fund
existing on the date hereof, and any Portfolio organized by the
Fund after the date hereof as agreed in writing by the Fund and
PFPC.
(d) re-stating Paragraph 2 of the Agreement to read as follows:
"2. DELIVERY OF DOCUMENTS.
The Fund has furnished PFPC with properly certified or
authenticated copies of each of the following:
(a) Resolutions of the Fund's Board of Directors
authorizing the appointment of PFPC to provide certain
administrative and accounting services for the Fund as
provided herein and approving this Agreement;
(b) Appendix A identifying and containing the signatures of
the Fund's officers and other persons authorized to
issue Oral Instructions and to sign Written
Instructions, as hereinafter defined, on behalf of the
Fund;
(c) The Fund's Articles of Incorporation filed with the
Maryland Department of Assessments and Taxation on
March 19, 1990 and all amendments thereto (such
Articles of Incorporation as presently in effect and as
they shall from time to time be amended, are herein
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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 Fund
(the "Advisory Agreements");
(f) The Custodian Agreement between PNC Bank, N.A.
(formerly Provident National Bank) and the Fund dated
as of July 12, 1991 (the "Custodian Agreement");
(g) The Transfer Agent Agreement between PFPC Inc.
(formerly Provident Financial Processing Corporation)
and the Fund dated July 12, 1991 (the "Transfer Agency
Agreement"); and
(h) The Fund's most recent registration statement on Form
N-1A under the 1933 Act and 1940 Act, as filed with the
U.S. Securities and Exchange Commission (the "SEC") on
December 8, 1998, relating to shares of the Fund's
common stock ("Shares") and all amendments thereto; and
(i) The current Prospectuses and Statements of Additional
Information relating to each Portfolio. The
Prospectuses and Statements of Additional Information,
and all amendments and supplements thereto are
hereinafter described as the "Prospectuses."
The Fund will furnish PFPC from time to time with copies,
properly certified or authenticated, of all amendments or
supplements to the foregoing, if any."
(e) re-stating Paragraph 5(a)(15) to read as follows:
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"Consistent with the requirements of the Prospectuses relating
to each Portfolios of the Fund, or Written Instructions which
change those requirements, compute the net asset values and,
where applicable, the public offering prices of the
Portfolios and promptly report thereon to NASDAQ and the
Custodian;"
(f) re-stating Paragraph 15 to read as follows:
"15. DURATION AND TERMINATION.
This Agreement shall continue in effect from year-to-year,
as long as such Agreement is annually 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."
(g) re-stating Paragraph 19 to read as follows:
"19. DELEGATION.
On thirty (30) days prior written notice to the Fund, PFPC
may assign its rights and delegate its duties hereunder to
any wholly-owned direct or indirect subsidiary of PNC or PNC
Financial Corporation provided that: (i) the delegate agrees
with PFPC to comply with all relevant provisions of this
Agreement and applicable law; and (ii) PFPC and such
delegate shall promptly provide such information as the Fund
may request, and respond to such questions as the Fund may
ask relative to the delegation, including (without
limitation) the capabilities of the delegate. In the event
of such delegation, PFPC shall remain liable under this
Agreement."
2. The fee schedules of PFPC applicable to the Portfolios shall be as
agreed in writing, from time to time.
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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.
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.
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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.
I, Xxxxx X. Xxxxxxx, Secretary of The DFA Investment Trust Company, a
Delaware business trust (the "Fund"), do hereby certify that:
The following individuals are duly authorized as Authorized Persons to
give Oral Instructions and Written Instructions on behalf of the Fund:
NAME SIGNATURE
---- ---------
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AMENDED AND RESTATED
DECEMBER 8, 1998
SCHEDULE B
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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