Exhibit 99.b9-2
DFA INVESTMENT DIMENSIONS 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 DFA INVESTMENT DIMENSIONS GROUP INC., a Maryland corporation (the
"Fund"), and PFPC INC., formerly known as "Provident Financial Processing
Corporation," a Delaware corporation, ("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"); and
WHEREAS, the Fund has retained PFPC to provide certain administration
and accounting services pursuant to an Administration and Accounting Services
Agreement dated June 19, 1989, (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 the Fund, including four (4) new series of the Fund, designated as
Tax-Managed U.S. 5-10 Portfolio, Tax-Managed U.S. 6-10 Small Company Portfolio,
Tax-Managed DFA International Value Portfolio and Tax-Managed U.S. Marketwide
Value Portfolio 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, the parties hereto agree as
follows:
1. The Agreement hereby is amended effective December 8, 1998 by:
(a) replacing all references to "Provident Financial
Processing Corporation" with "PFPC Inc."
(b) 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
shares 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 Fund may from time to time issue
additional series or classes or classify and reclassify shares
of such series or class. 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 to in
writing by the Fund and PFPC.
(c) 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 of 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 and all
amendments thereto (such
Articles of Incorporation,
as presently in effect and
as it shall from time to
time be amended, are herein
called the "Charter");
(d) The Fund's current By-Laws
and all amendments thereto
(such By-Laws, as presently
in effect and as they shall
from time to time be
amended, are hereincalled
the "By-Laws);
(e) The current investment
advisory agreements between
Dimensional Fund Advisors
Inc. (the "Advisor") and
the Portfolios;
(f) The Custodian Agreement
between PNC Bank, N.A. and
the Fund dated as of
June 19, 1989 (the
"Custodian Agreement");
(g) The Transfer Agent
Agreement between PFPC and
the Fund dated as of
June 19,
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1989, (the "Transfer
Agency Agreement"); and
(h) The Fund's current
Prospectuses and Statements
of Additional Information
relating to each of its
Portfolios. The
Prospectuses and Statements
of Additional Information,
and all amendments and
supplements thereto, are
hereinafter called the
"Prospectus."
(d) The Fund will furnish PFPC from time to time with
properly certified or authenticated copies of all
amendments or supplements to the foregoing, if any."
(e) re-stating Paragraph 5 (a)(15) to read as follows:
"Consistent with the requirements of the Prospectuses
relating to each Portfolio 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."
(i) 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-
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owned direct or indirect subsidiary
of PNC or PNC Financial Corp
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.
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.
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.
DFA INVESTMENT DIMENSIONS 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
DFA INVESTMENT DIMENSIONS GROUP INC.
I, Xxxxx X. Xxxxxxx, Secretary of DFA Investment Dimensions Group Inc.,
a Maryland corporation (the "Fund"), do hereby certify that:
The following individuals are duly 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
DFA INVESTMENT DIMENSIONS GROUP INC.
U.S. 6-10 SMALL COMPANY PORTFOLIO
U.S. LARGE COMPANY PORTFOLIO
U.S. 6-10 VALUE PORTFOLIO
U.S. LARGE CAP VALUE PORTFOLIO
ENHANCED U.S. LARGE COMPANY PORTFOLIO
U.S. 9-10 SMALL COMPANY PORTFOLIO
U.S. 4-10 VALUE PORTFOLIO
RWB/DFA INTERNATIONAL HIGH BOOK TO MARKET PORTFOLIO
EMERGING MARKETS PORTFOLIO
JAPANCSE SMALL COMPANY PORTFOLIO
UNITED KINGDOM SMALL COMPANY PORTFOLIO
CONTINENTAL SMALL COMPANY PORTFOLIO
PACIFIC RIM SMALL COMPANY PORTFOLIO
DFA ONE YEAR FIXED INCOME PORTFOLIO
DFA TWO-YEAR GLOBAL FIXED INCOME PORTFOLIO
EMERGING MARKETS VALUE PORTFOLIO
DFA REAL ESTATE SECURITIES PORTFOLIO
DFA INTERNATIONAL SMALL CAP VALUE PORTFOLIO
LARGE CAP INTERNATIONAL PORTFOLIO
DFA GLOBAL FIXED INCOME PORTFOLIO
DFA INTERMEDIATE GOVERNMENT FIXED INCOME PORTFOLIO
DFA FIVE-YEAR GOVERNMENT PORTFOLIO
VA SMALL VALUE PORTFOLIO
VA LARGE VALUE PORTFOLIO
VA INTERNATIONAL VALUE PORTFOLIO
VA INTERNATIONAL SMALL PORTFOLIO
VA SHORT-TERM FIXED PORTFOLIO
VA GLOBAL BOND PORTFOLIO
INTERNATIONAL SMALL COMPANY PORTFOLIO
EMERGING MARKETS SMALL CAP PORTFOLIO
DFA TWO YEAR CORPORATE FIXED INCOME PORTFOLIO
DFA TWO YEAR GOVERNMENT PORTFOLIO
TAX-MANAGED U.S. 5-10 VALUE PORTFOLIO
TAX-MANAGED U.S. 6-10 SMALL COMPANY PORTFOLIO
TAX-MANAGED DFA INTERNATIONAL VALUE PORTFOLIO
TAX-MANAGED U.S. MARKETWIDE VALUE PORTFOLIO
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