Exhibit No. 99(b)(9)(ii)(m)
ADMINISTRATION AND ACCOUNTING SERVICES AGREEMENT
AMENDMENT NUMBER THIRTEEN
THIS AGREEMENT is made as of the 19th day of December, 1996 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 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 twenty-nine
existing Portfolios of the Fund; and
WHEREAS, the Fund has since organized a new Portfolio, designated
"Emerging Markets Small Cap 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 twenty-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 promises 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 44 to the registration
statement of the Fund, as effective with the U.S. Securities and Exchange
Commission on December 20, 1996 wherein the New Portfolio is described;
(b) The exhibits to such post-effective amendment, including the
form of Articles Supplementary to the Articles of Incorporation which pertain to
the New Portfolio; and
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(c) Amendment Number Thirteen dated December 19, 1996 of the
Transfer Agency Agreement between the parties dated as of June 19, 1989.
2. The Agreement hereby is amended effective December 19, 1996 by:
(a) adding the following sentence immediately after the
fourteenth sentence of Section 1 therein, "As of December 19, 1996, the Fund
delivered to PFPC a Prospectus dated December 20, 1996 wherein a new class of
shares designated "Emerging Markets Small Cap Portfolio" is described and the
parties agree that the terms of this Agreement shall apply to the Portfolios
described in such Prospectus.";
(b) adding a new sentence immediately following the fourteenth
sentence of Section 15 as follows: "The foregoing provisions of this Section 15
notwithstanding, this Agreement with respect to Emerging Markets Small Cap
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.
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IN WITNESS WHEREOF, the parties hereto have caused this Amendment
Number Thirteen 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:
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PFPC INC.
By:
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