TRANSFER AGENCY AGREEMENT
THIS AGREEMENT is made as of the 19th day of June, 1989 between DFA
INVESTMENT DIMENSIONS GROUP INC., a Maryland corporation (the "Fund"), and
PROVIDENT FINANCIAL PROCESSING CORPORATION, a Delaware corporation which is an
indirect wholly-owned subsidiary of PNC Financial Corp (the "transfer Agent or
"PFPC").
W I T N E SS 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
"940 Act"); and
WHEREAS, the Fund desires to retain the Transfer Agent to serve as the
Fund's transfer agent, registrar, and dividend disbursing agent, and the
Transfer Agent is willing to furnish such services;
NOW, THE REFORE, in consideration of the premises and mutual covenants
herein contained, it is agreed between the parties hereto as follows:
1. The Fund hereby appoints the Transfer Agent to serve as transfer
agent, registrar and dividend disbursing agent for the Fund with respect to the
shares of the Fund's common Stock, $.01 par value ("Shares") for the period and
on the terms set forth in this Agreement. The Fund presently issues seven
separate series or classes of shares which are in the Prospectus delivered to
the Transfer Agent herewith and the Fund may classify and reclassify additional
Shares hereafter. The Transfer Agent shall identify to each such series or
class property belonging to such series or class and in such reports, records,
confirmations and notices to the Fund and other services Provided hereunder
shall promptly identify the series or class to which such property, record,
report, confirmation or service pertains and shall issue shares on a per series
basis as provided in the Prospectus. The Transfer Agent accepts such
appointment and agrees to furnish the services herein set forth in return for
the compensation as provided in Paragraph 16 of this Agreement. Any class of
shares created by the Fund after the date hereof shall be included hereunder
upon the mutual agreement of the Fund and the Transfer Agent.
2. DELIVERY OF DOCUMENTS. The Fund has furnished the Transfer Agent
with copies properly certified or authenticated of each of the following:
(a) Resolutions of the Fund's Board of Directors
authorizing the appointment of the Transfer Agent as transfer registrar and
dividend disbursing agent for the Fund agent and reg 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 @xxxxxx Instructions, as hereinafter defined, on behalf of the Fund and
to execute stock certificates representing Shares;
(c) The Fund's Articles of Incorporation filed with the Department of
Assessments and Taxation of the State of Maryland on June 15, 1981 and all
amendments thereto (such Articles of Incorporation, as presently in effect and
as they shall from time to time be amended, are herein called the "Charter");
(d) The Fund's By-Laws and all amendments thereto (such By-Laws, as
presently in effect and as they shall from time to time be amended, are herein
called the "By-Laws");
(e) Copies of all documents relating to any voluntary investor
service plans sponsored by the Fund, including periodic investment plans such as
Individual Retirement Accounts;
(f) The current Investment Advisory Agreements with Dimensional Fund
Advisors Inc. (the "Advisor") and the Fund (the "Advisory Agreement");
(g) The current Sub-Advisory Agreements with Dimensional Asset
Management Ltd. and the Nomura Securities Investment Trust Management Co. Ltd.
(the "Sub-Advisory Agreement");
(h) The Custodian Agreement between Provident National Bank and the
Fund dated as of June 19, 1989 (the "Custodian Agreement");
(i) The Administration and Accounting Services Ag,reement between the
Transfer Agent and the Fund dated as of June 19, 1989 (the "Accounting Services
Agreement");
(j) The current Distribution Agreement between the Fund and DEA
Securities Inc. (the "Distribution Agreement");
(k) The Fund's most recent Registration Statement on Form N-lA under
the Securities Act of 1933, as amended (the "933 Act") (File No. 2-73948) and
under the 1940 Act as filed with the SEC on February 1, 1989 relating to Shares,
and all amendments thereto; and
(l) The Fund's most recent prospectus or prospectuses and Statements
of Additional Information relating to Shares (such prospectus, or prospectuses,
and Statements of Additional Information as presently in effect and all
amendments and supplements thereto are herein called the "Prospectus").
The Fund will furnish the Transfer Agent from time to time with
copies, properly certified or authenticated, of all amendments of or supplements
to the foregoing, if any.
3. DEFINITIONS.
(a) "AUTHORIZED PERSON". As used in this Agreement, the term
"Authorized Person" means any officer of the Fund and any other person, whether
or not any such person is an officer or employee of the Fund, duly authorized by
the Board of Directors of the Fund to give Oral and Written Instructions on
behalf of the Fund and listed on the Certificate annexed hereto as Appendix A or
any amendment thereto as may be received by the Transfer Agent from time to
time.
(b) "AFFILIATE". As used herein, "Affiliate" means any company
that controls, is controlled by, or is under common control with PFPC.
(c) "ORAL INSTRUCTIONS". As used in this Agreement, the term
"Oral Instructions" means oral instructions actually received by the Transfer
Agent from an Authorized Person or from a person reasonably believed by the
Transfer Agent to be an Authorized Person. The Fund agrees to deliver to the
Transfer Agent, at the time and in the manner specified in Paragraph 4(b) of
this Agreement, Written Instructions confirming Oral Instructions.
(d) "PFPC". As used in this Agreement "PFPC" means Provident
Financial Processing Corporation.
(e) "WRITTEN INSTRUCTIONS". As used in this Agreement, the term
"Written Instructions" means written instructions delivered by hand, mail,
tested telegram, cable, telex or facsimile sending device, and received by the
Transfer Agent and signed by an Authorized Person. Written Instructions include
electronic transmission properly originated and confirmed by the Fund.
(f) "SHARES". As used in this Agreement the term "Shares" means
each separate class of shares of common stock issued by the Fund that are
subject to this Agreement and as to which the services provided hereunder
relate.
4. INSTRUCTIONS CONSISTENT WITH CHARTER ETC.
(a) Unless otherwise provided in this Agreement, the Transfer
Agent shall act only upon Oral or Written Instructions. Although the Transfer
Agent may know of the provisions of the Charter and By-Laws of the Fund, the
Transfer Agent may assume that any Oral or Written Instructions received
hereunder are not in any way inconsistent with any provisions of such Charter or
By-Laws or any vote, resolution or proceeding of the Shareholders, or of the
Board of Directors, or of any committee thereof.
(b) The Transfer Agent shall be entitled to rely upon any Oral
Instructions and any Written Instructions actually received by the Transfer
Agent pursuant to this Agreement. The Fund agrees to forward to the Transfer
Agent Written Instructions confirming Oral Instructions in such manner that the
Written Instructions are received by the Transfer Agent by the close of business
of the same day that such Oral Instructions are given to the Transfer Agent.
The Fund agrees that the fact that such confirming Written Instructions are not
received by the Transfer Agent shall in no way affect the validity of the
transactions or enforceability of the transactions authorized by the Fund by
giving Oral Instructions. The Fund agrees that the Transfer Agent shall incur
no liability to the Fund in acting upon Oral Instructions given to the Transfer
Agent hereunder concerning such transactions, provided such instructions
reasonably appear to have been received from an Authorized Person and provided
further, if such Oral or Written Instructions were received from an Affiliate,
that such Affiliate has acted without negligence (unless such Affiliate has
received and transmitted erroneous instructions received from an Authorized
Person that is not an Affiliate).
(c) In the case of any negative stock split,
recapitalization or other capital adjustment requiring a change in the form of
Share certificates, the Transfer Agent will, at the Fund's expense, issue Share
certificates in the new form in exchange for, or upon transfer of, outstanding
Share certificates in the old form, upon receiving:
(i) A Certificate authorizing the issuance of Share
certificates in the new form;
(ii) A certified copy of any amendment to the Articles
of Incorporation with respect to the change;
(iii) Specimen Share certificates for each class of
Shares in the new form approved by the Board of Directors of the Fund, with a
Certificate signed by the Secretary of the Fund as to such approval; and
(iv) An opinion of counsel for the Fund with respect
to the validity of the Shares in the new form and the status of such Shares
under the Securities Act of 1933, as amended, and any other applicable federal
law or regulation (i.e., if subject to registration, that the Shares have been
registered and that the Registration Statement has become effective or, if
exempt, the specific grounds therefor).
5. TRANSACTIONS NOT REQUIRINGINSTRUCTIONS. In the absence of
contrary Written Instructions, the Transfer Agent is authorized to take the
following actions:
(a) ISSUANCE OF SHARES. Upon receipt of a purchase order
from the Advisor, an investor or in accordance with Written or Oral Instructions
for the purchase of Shares and sufficient information to enable the Transfer
Agent to establish a Shareholder account, and after confirmation of receipt or
crediting of Federal funds for such order or receipt of such other consideration
for such shares as may be described in the Prospectus from the Fund's Custodian,
the TrAnsfer Agent shall issue and credit-the account of such investor with
Shares based on the current net asset value or public offering price of such
Shares as described in the Prospectus.
(b) TRANSFER OF SHARES; UNCERTIFICATED SECURITIES.
Where a Shareholder does not hold a certificate representing the number of
Shares in his account and does provide the Transfer Agent with instructions
for the transfer of such Shares which include a signature guaranteed by a
national bank or member of a National Securities Exchange and such other
appropriate documentation to permit a transfer, then the Transfer Agent shall
register such Shares and shall deliver them pursuant to instructions received
from the transferor, pursuant to the law of the State of Maryland and other
applicable law relating to the transfer of shares of common stock.
(c) STOCK CERTIFICATES. If at any time the Fund
issues-stock certificates, the following provisions will apply:
(i) The Fund will supply the Transfer Agent with a
sufficient supply of stock certificates representing Shares, in the form
approved from time to time by the Board of Directors of the Fund, and, from time
to time, shall replenish such supply upon request of the Transfer Agent. Such
stock certificates shall be properly signed, manually or by facsimile signature,
by the duly authorized
officers of the Fund, whose names and positions shall be set forth as
indicated on Appendix A, and shall bear the corporate seal or facsimile
thereof of the Fund, and notwithstanding the death, resignation or removal
of any officer of the Fund, such executed certificates bearing the manual
or facsimile signature of such officer shall remain valid and may be issued
to Shareholders until the Transfer Agent is otherwise directed by Written
Instructions. In the case of the loss or destruction of any certificate
representing Shares, no new certificate shall be issued in lieu thereof,
unless there shall first have been furnished an appropriate bond of
indemnity issued by the surety company approved by the Transfer Agent,
except upon the receipt by the Transfer Agent of Written Instructions from
the Fund.
(iii) Upon receipt of signed stock certificates in proper
form for transfer, and upon cancellation or destruction thereof, the
Transfer Agent shall countersign, register and issue new certificates for
the same number of Shares in the name of the transferee and shall deliver
them pursuant to instructions received from the transfetor and the law of
the State of Maryland relating to the transfer of shares of common stock.
(iv) Upon receipt of the stock certificates, which shall
be in proper form for transfer, together with the Shareholder's
instructions to hold such stock certificates for safekeeping, the Transfer
Agent shall reduce such Shares to uncertificated status, while retaining
the appropriate registration in the name of the Shareholder upon the
transfer books.
(v) Upon receipt of written instructions from a
Shareholder of uncertificated securities for a certificate in the
number of shares in his account, the Transfer Agent will issue such stock
certificates and deliver them to the Shareholder.
(d) REDEMPTION OF SHARES. Upon receipt of a redemption order
from a stockholder and/or in accordance with Written Instructions, the Transfer
Agent shall promptly notify PFPC, in its capacity as administrator, and the
Custodian of the amount necessary to pay such redemption and shall redeem the
number of Shares indicated thereon from the redeeming Shareholder's account
pursuant to the procedures set forth in the prospectus dated April 1, 1989 or
pursuant to Written Instruction amending such procedures of the Fund and receive
from the Fund's Custodian and disburse to the redeeming Shareholder the
redemption proceeds therefor, or arrange for direct payment of redemption
proceeds to such Shareholders by the Fund's Custodian, by wire transfer or
otherwise as provided in Written Instructions in accordance with such procedures
and controls as are provided in the Prospectus or as may be mutually agreed upon
from time to time by and among the Fund, the Transfer Agent and the Fund's
Custodian.
6. AUTHORIZED SHARES. The Fund s authorized capital stock is described
in the Fund's Charter, as amended, including Articles supplementary thereto.
The Transfer Agent shall record issues of all Shares and shall notify the Fund
in case any proposed issue of Shares by the Fund shall result in an over-issue
as defined by Section 8-104(2) of Article 8 of the Maryland Uniform Commercial
Code'. In case any issue of Shares would result in such an over-issue, the
Transfer Agent shall refuse to issue said Shares and shall not countersign and
issue certificates for such Shares. The Fund agrees to notify the Transfer
Agent promptly of any change in the number of authorized
Shares and of any change in the number of Shares registered under the 1933 Act
or termination of the Fund's declaration under Rule 24(f)-2 of the 1940 Act.
The Transfer Agent shall provide the Fund with the necessary information to
prepare Form 24f-2 under the 1940 Act.
7. DIVIDENDS AND DISTRIBUTIONS. The Fund shall furnish the Transfer Agent
with appropriate evidence of action by the Fund's Board of Directors authorizing
the declaration and payment of dividends and distributions as described in the
then current Prospectus. The Transfer Agent shall notify the Custodian of the
amount of cash necessary to pay such dividend or distribution and, after
deducting any amount required to be withheld by any applicable tax laws, rules
and regulations or other applicable laws, rules and regulations, the Transfer
Agent shall in accordance with the instructions in proper form from a
Shareholder and the provisions of the Fund's Charter and the procedures set
forth in the prospectus dated April 1, 1989 or Written Instructions amending
such procedures, issue and credit the account of the Shareholder with Shares,
or, if the Shareholder so elects, pay such dividends or distribution in cash to
the Shareholders and in either case, in accordance with the procedures set forth
in the prospectus dated April 1, 1989 or Written Instructions amending such
procedures. In lieu of receiving from the Fund's Custodian and paying to
Shareholders cash dividends or distributions, the Transfer Agent may arrange for
the direct payment of cash dividends and distributions to Shareholders by the
Fund's Custodian, in accordance with such procedures and controls as are
mutually agreed upon from time to time by and among the Fund, the Transfer Agent
and the Fund's Custodian. The Transfer Agent shall prepare, file with the
Internal Revenue Service and other appropriate taxing authorities, and address
and mail to Shareholders such returns and information relating to dividends and
distributions paid by the Fund as are required to be so prepared, filed and
mailed by applicable laws, rules and regulations, or such substitute form of
notice as may from time to time be permitted or required by the Internal Revenue
Service. On behalf of the Fund, the Transfer Agent shall process and confirm
shareholder address changes, recording new addresses, and shall mail certain
requests for Shareholders' certifications under penalties of perjury and pay on
a timely basis to the appropriate Federal authorities any taxes to be withheld
on dividends and distributions paid by the Fund, all as required by applicable
Federal tax laws and regulations.
In accordance with the procedures set forth in the prospectus dated
April 1, 1989 or Written Instructions amending such procedures, and such
procedures and controls as are mutually agreed upon from time to time by and
among the Fund, the Transfer Agent and the Fund's Custodian, the Transfer Agent
shall (a) arrange for issuance of Shares obtained through (1) transfers of funds
from Shareholders' accounts at financial institutions, including securities
brokers and dealers (2) exchange of Shares for eligible portfolio securities;
and (b) arrange for the exchange of Shares of a series for Shares of another
series.
8. COMMUNICATIONS WITH SHAREHOLDERS.
(a) COMMUNICATIONS TO SHAREHOLDERS. The Transfer Agent
will addressand mail all communications by the Fund to its Shareholders, with
copies to such persons as may be designated in Written Instructions from the
Fund. Without limiting the foregoing, PFPC will prepare, address and mail
confirmations of purchases and sales of Fund Shares, account changes, dividends
and distributions, 1099's and other
tax information, and monthly statements, and will address and mail dividend and
distribution notices, reports to Shareholders and proxy material for its
meetings of Shareholders. The Transfer Agent will receive and
tabulate the proxy cards for the meetings of the Fund's Shareholders and notify
the Fund of the results of such
tabulations.
(b) CORRESPONDENCE. The Transfer Agent will answer such
correspondence from Shareholders, securities brokers and others relating to its
duties hereunder and such other correspondence as may from time to time be
mutually agreed upon between the Transfer Agent and the Fund.
9. RECORDS. The Transfer Agent shall maintain records of the
accounts for each Shareholder showing the following information:
(a) name, address and United States Tax Identification or Social
Security number;
(b) number and class of Shares held and number and class of
Shares for which certificates, if any, have been issued, including certificate
numbers and denominations;
(c) historical information regarding the account of each
Shareholder, including dividends and distributions paid and the date and price
for all transactions on a Shareholder's account;
(d) any stop or restraining order placed against a Shareholder's
account;
(e) any correspondence relating to the current maintenance of a
Shareholder's account;
(f) information with respect to withholdings; and,
any information required in order for the Transfer Agent to perform any
calculations contemplated or required by this Agreement. The books and
records pertaining to the Fund which are in the possession of the Transfer
Agent shall be the property of the Fund and shall be returned to the Fund or
its designee upon request. Such books and records shall be prepared and
maintained as required by the 1940 Act and other applicable laws and rules
and regulations. The Fund, or the Fund's authorized representatives, shall
have access to such books and records at all times during the Transfer
Agent's normal business hours. Upon the request of the Fund, copies of any
such books and records shall be provided by the Transfer Agent to the Fund or
the Fund's authorized representative or designee at the Fund's expense.
10. ONGOING FUNCTIONS. The Transfer Agent will perform the
following functions on an ongoing basis:
(a) furnish state-by-state registration reports to the Fund;
(b) provide toll-free lines for direct Shareholder use, plus
customer liaison staff with on-line inquiry capacity;
(c) provide the Fund with duplicate confirmations of stockholder
activity, whether executed through a dealer or directly with the Transfer Agent;
(d) provide detail for underwriter or broker confirmations and
bther participating dealer Shareholder accounting, in accordance with such
procedureb as may be agreed upon between the Fund and the Transfer Agent;
(e) provide Shareholder lists and statistical information
concerning accounts to the Fund; and
(f) provide timely notification of Fund activity and such other
information as may be agreed upon from time to time between the Transfer Agent
and the Fund's Custodian, to the Fund or the Custodian and such reports to the
Fund as provided in Schedule A hereto.
11. COOPERATION WITH ACCOUNTANTS. The Transfer Agent shall cooperate
with the Fund's independent public accountants and shall take all reasonable
action in the performance of its obligations under this Agreement to assure that
the necessary information is made available to such accountants for the
expression of their opinion as such may be required by the Fund from time to
time.
12. CONFIDENTIALITY. The Transfer Agent agrees on behalf of itself
and its employees to treat confidentially all records and other information
relative to the Fund and its prior, present or potential Shareholders and
relative to the Advisor, the Sub-Advisor or Distributor and their present or
potential customers, except, after prompt prior notification to and approval in
writing by the Fund, which approval may not be withheld where the Transfer Agent
reasonably believes that it may be exposed to civil or criminal contempt
proceedings for failure to comply, when requested to divulge such information by
duly constituted authorities, or when so requested by the Fund.
13. EQUIPMENT FAILURES. In the event of equipment failures beyond
the Transfer Agent's control, the Transfer Agent shall, at no additional expense
to the Fund, promptly notify the Fund and take prompt, reasonable steps to
minimize Bervice interruptionb but shall have no liability with respect thereto
except, at its own expense, to reconstruct any records of the Fund that PFPC is
required to prepare and maintain hereunder. The foregoing obligation shall not
extend to computer terminals located outside of premises maintained by the
Transfer Agent; provided, that this exception shall not apply to equipment
dedicated solely for use of PFPC and that PFPC has agreed to maintain as long as
such equipment has not been altered by the Fund, the Advisor, Sub-Advisor or any
of their affiliates. The Transfer Agent shall enter into and shall maintain in
effect with appropriate parties one or more agreements making reasonable
provision for emergency use of electronic data processing equipment to the
extent appropriate equipment is available. An equipment failure shall be beyond
PFPC's control if it results from one or more of the events described in the
last sentence of the first paragraph of Paragraph 18 hereunder.
14. RIGHT TO RECEIVE ADVICE. PFPC shall be protected in any action
or inaction that PFPC takes in reliance on PFPC's counsel. PFPC shall notify
the Fund of the receipt of such advice within a reasonable time.
15. COMPLIANCE WITH GOVERNMENTAL RULES AND ATIONS. PFPC agrees to
perform its duties hereunder in accordance with applicable law; however, PFPC
assumes no responsibility for ensuring that the Fund complies with the
requirements of the 1933 Act, the 1934 Act, the 1940 Act, the CEA, and any laws,
rules and regulations of governmental authorities having jurisdiction.
16. COMPENSATION. As compensation for the services rendered by the
Transfer Agent during the term of this Agreement, the Fund will pay to the
Transfer Agent monthly fees that shall be agreed to from time to time by the
Transfer Agent and the Fund.
17. INDEMNIFICATION.
(a) The Fund agrees to indemnify and hold harmless the Transfer
Agent from all taxes, charges, expenses (except expenses that are inherent to
its duties hereunder), assessments, claims and liabilities (including, without
limitation, liabilities arising under the 1933 Act, the 1934 Act, the 1940 Act,
the CEA, and any state and foreign securities and blue sky laws, all as or to be
amended from time to time) including (without limitation) reasonable attorneys'
fees and disbursements, arising directly or indirectly from any action or thing
which the Transfer Agent takes or does or omits to take or do (i) at the request
or on the direction of or in reliance on the advice of the Fund or the Fund's
counsel on behalf of the Fund or (ii) upon Oral or Written Instructions provided
by the Fund, the Advisor or any Sub-Advisor designated in writing by the Advisor
and any Affiliate, provided that such Affiliate has not acted negligently
(unless such Affiliate has received and transmitted erroneous instructions
received from an Authorized Person who is not an Affiliate), and provided
further, that the Transfer Agent shall not be indemnified against any liability
(or any expenses incident to such liability) arising out of the Transfer Agent's
own misfeasance, bad faith or negligence or disregard of its duties in
connection with the performance of its duties and obligations specifically
described in this Agreement.
(b) The Transfer agent shall not pay or settle any claim,
demand, expense or liability to which it may seek indemnity pursuant to
paragraph (a) above an ("Indemnifiable Claim") without the express written
consent of the Fund. The Transfer Agent shall notify the Fund promptly of
receipt of notification of an Indemnifiable Claim. Unless the Fund notifies
PFPC within 30 days of receipt of Written Notice of such Indemnifiable Claim
that the Fund does not intend to defend such Indemnifiable Claim, the Fund shall
defend PFPC for such Indemnifiable Claim. The Fund shall have the right to
defend any Indemnifiable Claim at its own expense, such defense to be conducted
by counsel selected by the Fund. Further, the Transfer Agent may join the Fund
in such defense at the Transfer Agent's own expense, but to the extent that it
shall so desire the Fund shall direct such defense. If the Fund shall fail or
refuse to defend, pay or settle an Indemnifiable Claim, the Transfer Agent, at
the Fund's expense, consistent with the limitation concerning attorney's fees
expressed in Paragraph 17(a) hereof, may provide its own defense.
18. RESPONSIBILITY OF THE TRANSFER AGENT. PFPC hereby represents
that it is experienced in the provision of the services covered by this
Agreement. In the performance of its duties hereunder, PFPC shall be obligated
to exercise due care and diligence and to act in a timely manner and in good
faith to assure the accuracy and completeness of all services performed under
this Agreement. PFPC shall be under no duty to take any action on behalf of the
Fund except as specifically set forth herein or AS may be specifically agreed to
by PFPC in writing. PFPC shall be responsible for its own negligent failure to
perform its duties under this Agreement. In assessing negligence for purposes
of this Agreement, the parties agree that the standard of care applied to PFPC's
conduct shall be the care that would be exercised by A similarly situated
service provider, supplying substantially the same
services, under substantially similar circumstances. Notwithstanding the
foregoing, PFPC shall not be responsible for losses beyond its control, provided
that has acted in accordance with the provisions of this Agreement and the
standard of care set forth above; and provided, further that PFPC shall only be
responsible for that portion of losses or damages suffered by the Fund
attributable to the negligence of PFPC. Losses shall be beyond PFPC's control
if they result from or occur because of delays or errors or loss of data
provided by persons other than the Transfer Agent, its Affiliates or their
respective employees or agents, or acts of civil or military authority, national
emergencies, labor difficulties (other than those of PFPC or its Affiliates),
fire, equipment failure from forces external to the premises of PFPC or its
Affiliates, flood or catastrophe, acts of God, insurrection, war, riots or
failure of the mails, transportation, communication or power supply and such
other circumstances beyond PFPC's control.
Without limiting the generality of the foregoing or of any other
provision of this Agreement, PFPC in connection with its duties under this
Agreement shall not be under any duty or obligation to inquire into and shall
not be liable for or in respect of the validity or invalidity or authority or
lack thereof of any Oral or Written Instruction received from the Fund, the
Advisor or a Sub-Advisor designated hereunder or an Affiliate, provided such
Affiliate has acted without negligence (unless such Affiliate has received and
transmitted erroneous instructions received from an Authorized Person that is
not an Affiliate), notice or other instrument which conforms to the applicable
requirements of this Agreement, and which PFPC reasonably believes to be
genuine.
PFPC shall have no liability to the Fund for any losses or damages the
nature of which is or was remote, unforeseen, unforeseeable or beyond the scope
of reasonable anticipation at the time this Agreement was executed.
19. DURATION AND TERMINATION. This Agreement shal continue in effect for
one year from the date hereof. This Agreement may be terminated by either party
on or after the first anniversary hereof 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.
20. REGISTRATION AS A TRANSFER AGENT. The Transfer Agent represents that
it is currently registered with the appropriate Federal agency for the
registration of transfer agents, and that it will remain so registered for the
duration of this Agreement. The Transfer Agent agrees that it will promptly
notify the Fund in the event of any material change in its status as a
registered transfer agent., Should the Transfer Agent fail to be registered with
the appropriate Federal Agency as a transfer agent at any time during this
Agreement, the Fund may, on written notice to the Transfer Agent, immediately
terminate this Agreement.
21. NOTICES. All notices and other communications, including Written
Instructions (collectively referred to as "Notice" or "Notices" in this
Paragraph), hereunder shall be in writing or by confirming telegram, cable,
telex or facsimile sending device. Notices shall be addressed (a) if to the
Transfer Agent at Provident Financial Processing Corporation, P. 0. Xxx 0000,
Xxxxxxxxxx, Xxxxxxxx 00000; (b) if to the Fund, at the address of the Fund; or
(c) if to neither of the foregoing, at such other address as shall have been
notified to the sender of any
such Notice or other communication. All postage, cable, telegram, telex and
facsimile sending device charges arising from the sending of a Notice hereunder
shall be paid by the sender.
22. FURTHER ACTIONS. Each party agrees to perform such further acts
and execute such further documents as are necessary to effectuate the purposes
hereof.
23. AMENDMENTS. This Agreement or any part hereof may be changed or
waived only by an instrument in writing signed by the party against which
enforcement of such change or waiver is sought.
24. DELEGATION OF DUTIES. On thirty (30) days prior written notice
to the Fund, the Transfer Agent may assign its rights and delegate its duties
hereunder to any wholly-owned direct or indirect subsidiary of Provident
National Bank or PNC Financial Corp, provided that (i) the delegate agrees with
the Transfer Agent to comply with all relevant provisions of this Agreement and
applicable law; and (ii) the Transfer Agent and such delegate shall promptly
provide such information as the Fund may request, and respond to such question
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.
25. COUNTERPARTS. This Agreement 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.
26. MISCELLANEOUS. This Agreement embodies the entire agreement and
understanding between the parties hereto, and supersedes all prior agreements
and understandings relating to the subject matter hereof, provided that the
parties hereto may embody in one or more separate documents their agreement, if
any, any agreements with respect to Written or Oral Instructions. The captions
in this Agreement are included for convenience of reference only and in no way
define or delimit any of the provisions hereof or otherwise affect their
construction or effect. This Agreement shall be deemed to be a contract made in
Delaware and governed by Delaware law. If any provision of this Agreement shall
be held or made invalid by a court decision, statute, rule or otherwise, the
remainder of this Agreement shall not be affected thereby. This Agreement shall
be binding and shall inure to the benefit of the parties hereto and their
respective successors.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to
be executed by their officers designated below on the day and year first above
written.
[SEAL] DFA INVESTMENT DIMENSIONS
GROUP INC.
Attest: Xxxxxxx X. Xxxxxx By: Xxxxxx Xxxxxx Xxxxxxxxxxx
----------------- -------------------------
Vice President Executive Vice-President
[SEAL] PROVIDENT FINANCIAL
PROCESSING CORPORATION
Attest: Xxxxxx X. Xxxxxx By: Xxxxxx X. Xxxxx, President
---------------- --------------------------
Sr. Vice President
INDEX
PARAGRAPH PAGE
--------- ----
1. Appointment. . . . . . . . . . . . . . . . . . . . . . . . . . . . 1
2. Delivery of Documents. . . . . . . . . . . . . . . . . . . . . . . 2
3. Definitions. . . . . . . . . . . . . . . . . . . . . . . . . . . . 4
4. Instructions Consistent with Charter
Declaration, etc. . . . . . . . . . . . . . . . . . . . . . . . . 6
5. Transactions Not Requiring Instructions. . . . . . . . . . . . . . 7
6. Authorized Shares. . . . . . . . . . . . . . . . . . . . . . . . . 11
7. Dividends and Distributions. . . . . . . . . . . . . . . . . . . . 11
8. Communications with Shareholders . . . . . . . . . . . . . . . . . 13
9. Records. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 14
10. Ongoing Functions. . . . . . . . . . . . . . . . . . . . . . . . . 15
11. Cooperation with Accountants . . . . . . . . . . . . . . . . . . . 16
12. Confidentiality. . . . . . . . . . . . . . . . . . . . . . . . . . 17
13. Equipment Failures . . . . . . . . . . . . . . . . . . . . . . . . 17
14. Right to Receive Advice. . . . . . . . . . . . . . . . . . . . . . 19
15. Compliance with Goverrimental Rules and
Regulations . . . . . . . . . . . . . . . . . . . . . . . . . . . 19
16. Compensation . . . . . . . . . . . . . . . . . . . . . . . . . . . 19
17. Indemnification. . . . . . . . . . . . . . . . . . . . . . . . . . 19
18. Responsibility of the Transfer Agent . . . . . . . . . . . . . . . 21
19. Duration and Termination . . . . . . . . . . . . . . . . . . . . . 22
20. Registration as a Transfer Agent . . . . . . . . . . . . . . . . . 23
21. Notices. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 23
22. Further Actions. . . . . . . . . . . . . . . . . . . . . . . . . . 23
23. Amendments . . . . . . . . . . . . . . . . . . . . . . . . . . . . 24
24. Delegation of Duties . . . . . . . . . . . . . . . . . . . . . . . 24
25. Counterparts . . . . . . . . . . . . . . . . . . . . . . . . . . . 25
26. Miscellaneous. . . . . . . . . . . . . . . . . . . . . . . . . . . 25
Attachment A - Transfer Agency Agreement
Following is a list of statistics and special requests to be produced by PFPC in
connection with the transfer agency agreement with DFA Investment Dimensions
Group Inc.:
Statistic or Special Request Frequency
---------------------------- ---------
a. Prepare mailing labels As requested
b. Download on diskette of transactions, new clients,
address changes, etc. Monthly
c. Statistical package
1. By portfolio - purchase and redemption statistics Monthly
2. By portfolio - analysis of type and size of investor Monthly
3. Chart of amount invested in Fund portfolio
and by client of amounts in excess of $1 million Monthly
4. Listing of accounts opened Monthly
5. Listing of accounts closed Monthly
6. Listing of 5% shareholders for proxy and prospectus
purposes As requested
7. For certain states in which we file sales reports--a
report by month and by portfolio of the amount of
sales in the state Monthly
8. Listing of purchases and redemptions by portfolio Daily
9. Information necessary for completion of N-SAR Monthly
