ADMINISTRATION AND ACCOUNTING SERVICES AGREEMENT
AMENDMENT NUMBER THREE
THIS AGREEMENT is made as of the 2nd, day of April, 1991 by and between DFA
INVESTMENT DIMENSIONS GROUP INC., a Maryland corporation (the "Fund"), and
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 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, PFPC presently provides such services to six of the seven
Portfolios of the Fund that were in existence on June 19, 1989, the Portfolio
which was added on February 26, 1990 and two Portfolios which were added on
September 24, 1990; and
WHEREAS, the Fund has since organized two new Portfolios, designated "The
Asia-Australia Small Company Portfolio" and "The Large Cap International
Portfolio", and the parties hereto desire that PFPC shall provide such
Portfolios with the same services that PFPC provides to the other nine
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 19 of the registration statement
of the Fund, as effective with the U.S. Securities and Exchange Commission on
April 2, 1991, wherein The Asia-Australia Small Company Portfolio and The Large
Cap International Portfolio are described;
(b) The exhibits to such post-effective amendment consisting of
Articles Supplementary to the Articles of Incorporation, amendments to the
bylaws, the form of investment advisory
agreements, specimen stock certificates, all of which pertain to The Asia-
Australia Small Company Portfolio and The Large Cap International Portfolio; and
(c) Amendment Number Three dated April 2, 1991 of the Transfer Agency
Agreement between the parties dated as of June 19, 1989.
2. The Agreement hereby is amended effective April 2, 1991 by:
(a) adding the following sentence immediately after the third
sentence of Section 1 therein, "As of April 2, 1991, the Fund delivered to PFPC
a Prospectus dated April 2, 1991 wherein two new classes or series of shares
designated "The Asia-Australia Small Company Portfolio" and "The Large Cap
International Portfolio", are described and the parties agree that the terms of
this Agreement shall apply to the eleven Portfolios described in such
Prospectus.";
(b) adding the following words, "and as amended April 2, 199"1 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, "April 2, 1991" in section 5(a)(15); and
(d) adding a new sentence immediately following the third sentence of
Section 15 as follows: "The foregoing provisions of this Section 15
notwithstanding, this Agreement with respect to The Asia-Australia Small Company
Portfolio and The Large Cap International Portfolio shall 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 Asia-Australia Small
Company Portfolio and The Large Cap International Portfolio 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
Three 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: Xxxxxxx X. Xxxxxx
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PROVIDENT FINANCIAL PROCESSING CORPORATION
By: Xxxxxx Xxxxxxxx
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