Exhibit No. 99(b)(9)(i)(g)
TRANSFER AGENCY AGREEMENT
AMENDMENT NUMBER SIX
THIS AGREEMENT is made as of the 1st day of March, 1996 by and between
DIMENSIONAL INVESTMENT GROUP INC., formerly "DFA U.S. Large Cap Portfolio 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 transfer agency
services pursuant to a Transfer Agency Agreement dated as of July 12, 1991 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 eight existing
Portfolios of the Fund; and
WHEREAS, the Fund has since organized three new Portfolios, designated
"RWB/DFA U.S. High Book to Market Portfolio," "RWB/DFA Two-Year Corporate Fixed
Income Portfolio" and "RWB/DFA Two-Year Government Portfolio" (the "New
Portfolios"), and
the parties hereto desire that PFPC shall provide the New Portfolios with the
same services that PFPC provides to the other 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 as
follows:
1. The Fund has delivered to PFPC copies of:
(a) Post-Effective Amendment Number 10 of the registration
statement of the Fund, as effective with the U.S. Securities and Exchange
Commission on March 1, 1996, wherein the New Portfolios are described;
(b) The exhibits to such post-effective amendment including the
Articles Supplementary to the Articles of Incorporation, specimen securities and
the forms of administration agreements with respect to the New Portfolios;
(c) Amendment Number Six dated March 1, 1996 of the
Administration and Accounting Services Agreement between the parties dated as of
July 12, 1991; and
(d) Amendment Number Six dated March 1, 1996 of the Custodian
Agreement between PNC Bank, N.A. and the Fund dated as of July 12, 1991.
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2. The Agreement hereby is amended effective March 1, 1996 by:
(a) adding the following sentence immediately after the second
sentence of Section 1 therein, "As of March 1, 1996, the Fund delivered to PFPC
a Prospectus dated March 1, 1996 wherein three new classes of Fund shares
designated the 'RWB/DFA U.S. High Book to Market Portfolio,' 'RWB/DFA Two-Year
Corporate Fixed Income Portfolio' and 'RWB/DFA Two-Year Government Portfolio'
are described and the parties agree that the terms of this Agreement shall apply
to the three Portfolios described in such Prospectus."; and
(b) adding a new sentence immediately following the third
sentence of Section 19 as follows: "The foregoing provisions of this Section 19
notwithstanding, this Agreement with respect to RWB/DFA U.S. High Book to Market
Portfolio, RWB/DFA Two-Year Corporate Fixed Income Portfolio and RWB/DFA Two-
Year Government 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 Portfolios
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 Six to the Agreement to be executed by their duly authorized officers
designated below on the day and year first above written.
DIMENSIONAL INVESTMENT GROUP INC.
By:
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PFPC INC.
By:
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