Exhibit No. 99.B9
TRANSFER AGENCY AGREEMENT
AMENDMENT NUMBER THIRTEEN
THIS AGREEMENT is made as of the 19th day of December, 1996, by and
between DFA INVESTMENT DIMENSIONS GROUP 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 June 19, 1989 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 twenty-nine
existing Portfolios of the Fund; and
WHEREAS, the Fund has since organized a new Portfolio, designated
"Emerging Markets Small Cap Portfolio" (the "New Portfolio"), and the parties
hereto desire that PFPC shall provide the New Portfolio with the same services
that PFPC
provides to the other twenty-nine 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 promises 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 44 to the registration
statement of the Fund, as effective with the U.S. Securities and Exchange
Commission on December 20, 1996, wherein the New Portfolio is described;
(b) The exhibits to such post-effective amendment, including the
form of Articles Supplementary to the Articles of Incorporation which pertain to
the New Portfolio; and
(c) Amendment Number Thirteen dated December 19, 1996 of the
Administration and Accounting Services Agreement between the parties dated as of
June 19, 1989.
2. The Agreement hereby is amended effective December 19, 1996
by:
(a) adding the following sentence immediately
after the fourteenth sentence of Section 1 therein, "As of
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December 19, 1996, the Fund delivered to PFPC a Prospectus dated December 20,
1996 wherein a new class of Fund shares designated "Emerging Markets Small Cap
Portfolio" is described and the parties agree that the terms of this Agreement
shall apply to the Portfolios described in such Prospectus.";
(b) adding a new sentence immediately following the fourteenth
sentence of Section 19 as follows: "The foregoing provisions of this Section 19
notwithstanding, this Agreement with respect to Emerging Markets Small Cap
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 Thirteen to the Agreement to be executed by
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their duly authorized officers designated below on the day and year first above
written.
DFA INVESTMENT DIMENSIONS GROUP INC.
By: /s/Xxxxx X. Xxxxxxx, VP
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PFPC INC.
By: /s/Xxxxxx Xxxxxxxx
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