ADMINISTRATION AND ACCOUNTING SERVICES AGREEMENT
AMENDMENT NUMBER SIX
THIS AGREEMENT is made as of the 14th day of May, 1993 by and between
DFA INVESTMENT DIMENSIONS GROUP 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 June 19, 1989 and amended on February 26, 1990, September
24, 1990, April 2, 1991, March 6, 1992 and September 21, 1992 (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, two
Portfolios which were added on September 24, 1990, two Portfolios which were
added on April 2, 1991, the Portfolio which was added on March 6, 1992 and the
three Portfolios which were added on September 21, 1992; and
WHEREAS, the Fund has since organized one new Portfolio, designated
the "DFA International High Book to Market Portfolio" (the "New Portfolio"), and
the parties hereto desire that PFPC shall provide the New Portfolio with the
same services that PFPC provides to the other fifteen 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 to
follows:
1. The Fund has delivered to PFPC copies of:
(a) Post-Effective Amendment Number 27 of the registration
statement of the Fund, as effective with the U.S.
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Securities and Exchange Commission on May 14, 1993 wherein the New Portfolio is
described;
(b) The exhibits to such post-effective amendment consisting of
the form of investment advisory and client service agent agreements and specimen
stock certificate, all of which pertain to the New Portfolio; and
(c) Amendment Number Six dated May 14, 1993 of the Transfer
Agency Agreement between the parties dated as of June 19, 1989.
2. The Agreement hereby is amended effective May 14, 1993 by:
(a) adding the following sentence immediately after the third
sentence of Section 1 therein, "As of May 14, 1993, the Fund delivered to PFPC a
Prospectus dated May 14, 1993 wherein a new class of shares designated the "DFA
International High Book to Market Portfolio" is described and the parties agree
that the terms of this Agreement shall apply to the sixteen Portfolios described
in such Prospectus.";
(b) adding the following words, "and as amended May 14, 1993"
after the words, "as amended September 21, 1992" in Section 2(j) therein;
(c) deleting the following words, "September 21, 1992" and
inserting in lieu thereof, "May 14, 1993" in Section 5(a)(15); and
(d) adding a new sentence immediately following the third
sentence of Section 15 as follows: "The foregoing provisions
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of this Section 15 notwithstanding, this Agreement with respect to the DFA
International High Book to Market 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 PFPC applicable to the New 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 Six 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: /s/ Xxxxx X. Xxxxxxx
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Vice President
PFPC INC.
By: /s/ Xxxxxx Xxxxxxxx
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