ADMINISTRATION AND ACCOUNTING'SERVICES AGREEMENT
AMENDMENT NUMBER FOUR
THIS AGREEMENT is made as of the 6th, day of March, 1992 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 Investment diversified
management investment company under the Investment Company Act of 1940, as
amended (the "1940 Act"); and
WHEREAS, the Fund has retained Provident 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, and April 2, 1991 (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 and two Portfolios which were
added on April 2, 1991; and
WHEREAS, the Fund has since organized a new Portfolio, designated "The U.S.
6-10 Small Company Portfolio" (the "New Portfolio"), and the parties hereto
desire that PFPC shall provide such Portfolio with the same services that PFPC
provides to the other eleven 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 20 of the registration statement
of the Fund, as effective with the U.S. securities and Exchange Commission on
March 6, 1992 wherein the New Portfolio is described;
(b) The exhibits to such post-effective amendments consisting of
Articles Supplementary to the Articles of Incorporation, amendments to the
bylaws, the form of investment advisory agreement, specimen stock certificate,
all of which pertain to the New Portfolio; and
(c) Amendment Number Four dated March 6, 1992 of the Transfer Agency
Agreement between the parties dated as of June 19, 1989.
(d) Amendment Number Three dated March 6, 1992 of the Custody
Agreement between the Parties dated as of June 19, 1989.
2. The Agreement hereby is amended effective March 6, 1992 by:
(a) adding the following sentence immediately after the third
sentence of Section 1 therein, "As of March 6, 1992, the Fund delivered to PFPC
a Prospectus dated March 6, 1992 wherein a new class of series of shares
designated "The U.S. 6-10 Small Company Portfolio", is described and the parties
agree that the terms of this Agreement shall apply to the twelve Portfolios
described in such Prospectus.";
(b) adding the following words, "and as amended March 6, 1992" after
the words, "as amended April 2, 1991" in Section 2(j) therein;
(c) deleting the following words, "April 2, 1991" and inserting the
lieu thereof, "March 6, 1992" 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 U.S. 6-10 Small Company
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
Four 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. Xxxxxxxx
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PROVIDENT FINANCIAL PROCESSING CORPORATION
By: Xxxxxx Xxxxxxxx
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