TRANSFER AGENCY AGREEMENT
AMENDMENT NUMBER ONE
THIS AGREEMENT is made as of the 26th day of February, 1990 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, diversified 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, register and dividend disbursing agency services pursuant to an Transfer
Agency Agreement dated as of 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 seven Portfolios
of the Fund that were in existence on June 19, 1989; and
WHEREAS, the Fund has since organized a new Portfolio, designated "The
U.S. Large Company Portfolio", and the parties hereto desire that PFPC shall
provide such Portfolio with the same services that PFPC provides to the seven
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 upon the mutual agreement of 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 numbers 16 and 17 of the
registration statement of the Fund, as filed with the U.S. Securities
and Exchange Commission on December 29, 1989 and February 26, 1990,
respectively, wherein The U.S. Large Company 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 U.S. Large Company Portfolio;
and
(c) Amendment Number One dated February 26, 1990 of each of the
following agreements:
(i) the Administration and Accounting Services Agreement between
the parties dated as of June 19, 1989; and
(ii) the Custodian Agreement between the Fund and Provident
National Bank dated as of June 19, 1989.
2. The Agreement hereby is amended effective February 26, 1990 by:
(a) adding the following sentence immediately after the second
sentence of Section 1, "As of February 26, 1990, the Fund delivered a
Prospectus dated February 26, 1990 to PFPC wherein a new class or
series of Fund shares, designated "The U.S. Large Company Portfolio",
is described and the parties agree that the terms of this Agreement
shall apply to the eight Portfolios described in such Prospectus.";
(b) adding the following words, "as amended February 26, 1990"
after the word "1989" in Section 2.(k);
(c) deleting the words, "April 1, 1989," and inserting in lieu
thereof the words, "February 26, 1990" in section 5.(d); and
(d) deleting the following words, "April 1, 1989" where they
appear in section 7 and inserting in lieu thereof, "February 26,
1990"; and
(e) adding a new sentence immediately following the second
sentence of Section 19 as follows: "The foregoing provisions of this
Section 19 notwithstanding, this Agreement shall remain in effect in
respect of The U.S. Large Company Portfolio for a period of 18 months
commencing on February 26, 1990 and, thereafter, may be terminated by
either party upon not less than 180 days prior written notice to the
other party." 3. The Fee Schedule of PFPC applicable to The U.S. Large
Company 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 duly authorized officers
designated below on the day and year first above written.
DFA INVESTMENT DIMENSIONS
GROUP INC.
Attest: Xxxxxx Xxxxxxxxxxx By Xxxxxxx X. Xxxxxxxx
------------------ -------------------
PROVIDENT FINANCIAL
PROCESSING CORPORATION
Attest: Xxxxxx X. Xxxxx By: Xxxxxxx X. Cianardini
--------------- ---------------------
