CUSTODIAN SERVICES AGREEMENT
AMENDMENT NUMBER TWO
THIS AGREEMENT is made as of the 1st day of December, 1993 by and
between DIMENSIONAL INVESTMENT GROUP INC., formerly "DFA U.S. Large Cap
Portfolio Inc.", a Maryland corporation (the "Fund"), and PNC BANK, N.A.,
formerly "Provident National Bank" ("PNC").
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 PNC to provide certain custodian
services pursuant to a Custodian Agreement dated as of July 12, 1991 and amended
on May 3, 1993 (the "Agreement") which, as of the date hereof, is in full force
and effect; and
WHEREAS, PNC presently provides such services to the Portfolio of the
Fund that was in existence on May 3, 1993; and
WHEREAS, the Fund has since organized one new Portfolio, designated
"The DFA International Value Portfolio" (the "New Portfolio"), and the parties
hereto desire that PNC shall provide the New Portfolio with the same services
that PNC provides to the other Portfolio of the Fund pursuant to the Agreement;
and
WHEREAS, Section 28 of the Agreement provides that the
Agreement may be amended as agreed to in writing by PNC 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 PNC copies of:
(a) Post-Effective Amendment Number 3 of the registration
statement of the Fund, as effective with the U. S. Securities and Exchange
Commission on December 1, 1993, wherein the New Portfolio is described;
(b) The exhibits to such post-effective amendment consisting
of Articles Supplementary to the Articles of Incorporation, amended By-Laws
and the form of administration agreement, all of which pertain to the New
Portfolio;
(c) Amendment Number Two dated December 1, 1993 of the Transfer
Agency Agreement between PFPC Inc. and the Fund dated as of July 12, 1991; and
(d) Amendment Number Two dated December 1, 1993 of the
Administration and Accounting Services Agreement between PFPC Inc. and the
Fund dated as of July 12, 1991.
2. The Agreement hereby is amended effective December 1, 1993 by:
(a) adding the following sentence immediately after the third
sentence of Section I therein, "As of December 1, 1993,
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the Fund delivered to PFPC a Prospectus dated December 1, 1993 wherein a new
class of Fund shares designated the "The DFA International Value Portfolio" is
described and the parties agree that the terms of this Agreement shall apply to
the two Portfolios described in such Prospectus.";
(b) adding the following words, "and as amended December 1,
1993" after the words, "as amended May 3, 1993" in Section 2(i);
(c) deleting the following words, "May 3, 1993" and inserting
in lieu thereof the words, "December 1, 1993" in Section 5(a)(v); and
(d) adding a new sentence immediately following the third
sentence of Section 25 as follows: "The foregoing provisions of this Section
25 notwithstanding, this Agreement with respect to The DFA International
Value 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 One 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, VP
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PNC BANK, N.A.
By: /s/ Xxxxxx Xxxxxxxx
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