DFA INVESTMENT DIMENSIONS GROUP INC. TRANSFER AGENCY AGREEMENT ADDENDUM NUMBER ONE THIS AGREEMENT is made as of the 8TH day of DECEMBER, 1998 by and between DFA INVESTMENT DIMENSIONS GROUP INC., a Maryland corporation (the "Fund"), and PFPC INC.,...
DFA INVESTMENT DIMENSIONS GROUP INC.
TRANSFER AGENCY AGREEMENT
ADDENDUM NUMBER ONE
THIS AGREEMENT is made as of the 8TH day of DECEMBER, 1998 by and
between DFA INVESTMENT DIMENSIONS GROUP INC., a Maryland corporation (the
"Fund"), and PFPC INC., formerly known as "Provident Financial Processing
Corporation," a Delaware corporation the ("Transfer Agent" or "PFPC").
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 ("1940 Act"), and
its shares are registered under the Securities Act of 1933, as amended ("1933
Act); and
WHEREAS, the Fund has retained the Transfer Agent to serve as the
Fund's transfer agent, registrar and dividend disbursing agent, pursuant to a
Transfer Agency Agreement dated 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 existing series
of shares of the Fund and, including four (4) new series of the Fund, designated
as Tax-Managed U.S. 5-10 Value Portfolio, Tax-Managed U.S. 6-10 Small Company
Portfolio, Tax-Managed DFA International Value Portfolio, and Tax-Managed U.S.
Marketwide Value Portfolio, which are listed on Schedule A, attached hereto; and
WHEREAS, Paragraph 1 of the Agreement provides that PFPC shall provide
such services to any class of shares created by the Fund after the date of the
Agreement upon the mutual agreement of the Fund and the Transfer Agent;
NOW, THEREFORE, in consideration of the premises and mutual covenants
herein contained, and intending to be legally bound thereby, the parties agree:
1. The Agreement hereby is amended effective December 8, 1998 by:
(a) replacing all references to "Provident Financial
Processing Corporation" with "PFPC Inc."
(b) re-stating Paragraph 1. of the Agreement to read as
follows:
"1. APPOINTMENT.
The Fund hereby appoints the Transfer Agent
to serve as transfer agent, registrar, and dividend disbursing
agent of each of the series of shares of the Fund, as listed
on Schedule A, attached hereto, (the "Shares") for the period
and on the terms set forth in this Agreement. The Transfer
Agent shall identify to
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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. 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.
(c) re-stating Paragraph 2 of the Agreement to read as
follows:
"2. DELIVERY OF DOCUMENTS.
The Fund has furnished the Transfer Agent
with properly certified or authenticated copies of
each of the following:
(a) Resolutions of the Fund's
Board of Directors,
authorizing the appointment
of the Transfer Agent as
transfer agent and
registrar and dividend
disbursing agent of the
Fund as provided herein and
approving this Agreement;
(b) Appendix A, identifying and
containing the signatures
of the Fund's officers
authorized to sign stock
certificates on behalf of
the applicable Portfolios
of the Fund and to execute
stock certificates
representing shares of such
portfolios;
(c) The Fund's Articles of
Incorporation, and all
amendments of hereto (such
Articles of Incorporation
as presently in effect and
as they may from time to
time be amended are herein
called the "Charter");
(d) The Fund's current By-Laws,
and all amendments thereto
(such By-Laws as presently
in effect as they shall
from time to time be
amended herein called
"By-Laws");
(e) The current forms of
specimen stock certificates
issued on behalf of the
applicable portfolios;
(f) The current investment
advisory agreements between
Dimensional Fund Advisors
Inc. (the "Advisor") and
the Shares of the Fund);
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(g) The current Distribution
Agreement between the Fund
and DFA Securities Inc.
(the "Distribution
Agreement");
(h) The current Administration
and Accounting Services
Agreement between PFPC and
the Fund dated as of July
12, 1991, as amended; (the
"Administration Agreement")
and
(i) The current Custodian
Agreement between PNC Bank,
N.A. and the Fund dated
June 19, 1989, as amended
(the "Custodian
Agreement"); and
(j) The Fund's current
Prospectuses and Statements
of Additional Information
relating to each of its
portfolios. The
Prospectuses and Statements
of Additional Information,
and all amendments and
supplements thereto, are
hereinafter described as
the "Prospectuses."
The Fund agrees to furnish to the Transfer Agent from
time to time with properly certified or authenticated
copies of all amendments or supplements to the
foregoing, if any."
(d) re-stating Paragraph 19 to read as follows:
"19. DURATION AND TERMINATION.
This Agreement shall continue in
effect from year-to-year, as long as
such Agreement is approved by the
Fund's Board of Directors. This
Agreement may be terminated by
either party on or after the first
anniversary of the investment date
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,
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three months after the date such
notice is given."
2. The fee schedules of PFPC applicable to the Portfolios
shall be as agreed in writing, from time to time.
3. This Addendum supercedes all prior Amendments to the
Agreement.
4. In all other respects, the Agreement shall remain unchanged
and in full force and effect.
5. This Addendum 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.
IN WITNESS WHEREOF, the parties hereto have caused this Addendum 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.
By: /S/ XXXXX X. XXXXXXX
------------------------------------
Xxxxx X. Xxxxxxx
Vice President
PFPC INC.
By: /S/ XXXXXX XXXXXXXX
------------------------------------
Xxxxxx Xxxxxxxx
Senior Vice President
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AMENDED AND RESTATED
DECEMBER 8, 1998
APPENDIX A
DFA INVESTMENT DIMENSIONS GROUP INC.
NAME SIGNATURE
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AMENDED AND RESTATED
DECEMBER 8, 1998
SCHEDULE A
SERIES OF
DFA INVESTMENT DIMENSIONS GROUP INC.
U.S. 6-10 Small Company Portfolio
U.S. Large Company Portfolio
U.S. 6-10 Value Portfolio
U.S. Large Cap Value Portfolio
Enhanced U.S. Large Company Portfolio
U.S. 9-10 Small Company Portfolio
U.S. 4-10 Value Portfolio
RWB/DFA International High Book to Market Portfolio
Emerging Markets Portfolio
Japanese Small Company Portfolio
United Kingdom Small Company Portfolio
Continental Small Company Portfolio
Pacific Rim Small Company Portfolio
DFA One Year Fixed Income Portfolio
DFA Two-Year Global Fixed Income Portfolio
Emerging Markets Value Portfolio
DFA Real Estate Securities Portfolio
DFA International Small Cap Value Portfolio
Large Cap International Portfolio
DFA Global Fixed Income Portfolio
DFA Intermediate Government Fixed Income Portfolio
DFA Five-Year Government Portfolio
VA Small Value Portfolio
VA Large Value Portfolio
VA International Value Portfolio
VA International Small Portfolio
VA Short-Term Fixed Portfolio
VA Global Bond Portfolio
International Small Company Portfolio
Emerging Markets Small Cap Portfolio
DFA Two Year Corporate Fixed Income Portfolio
DFA Two Year Government Portfolio
Tax-Managed U.S. 5-10 Value Portfolio
Tax-Managed U.S. 6-10 Small Company Portfolio
Tax-Managed DFA International Value Portfolio
Tax-Managed U.S. Marketwide Value Portfolio
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