Exhibit No. 99(b)(9)(i)(k)
TRANSFER AGENCY AGREEMENT
AMENDMENT NUMBER ELEVEN
THIS AGREEMENT is made as of the 8th day of February,
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-four existing Portfolios of the Fund; and
WHEREAS, the Fund has since organized four new
Portfolios, designated "Enhanced U.S. Large Company Portfolio,"
"DFA Two-Year Corporate Fixed Income Portfolio," "DFA Two-Year
Global Fixed Income Portfolio" and "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 twenty-four 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 37 to the
registration statement of the Fund, as effective with the U.S.
Securities and Exchange Commission on February 8, 1996, wherein
the New Portfolios are described;
(b) The exhibits to such post-effective
amendment, including the forms of specimen stock certificates
with respect to the New Portfolios; and
(c) Amendment Number Eleven dated February 8,
1996 of the Administration and Accounting Services Agreement
between the parties dated as of June 19, 1989.
2. The Agreement hereby is amended effective
February 8, 1996 by:
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(a) adding the following sentence immediately
after the twelfth sentence of Section 1 therein, "As of February
8, 1996, the Fund delivered to PFPC a Prospectus dated February
8, 1996 wherein four new classes of Fund shares designated
"Enhanced U.S. Large Company Portfolio," "DFA Two-Year Corporate
Fixed Income Portfolio," "DFA Two-Year Global Fixed Income
Portfolio" and "DFA Two-Year Government Portfolio" are 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 twelfth sentence of Section 19 as follows: "The foregoing
provisions of this Section 19 notwithstanding, this Agreement
with respect to the Enhanced U.S. Large Company Portfolio, DFA
Two-Year Corporate Fixed Income Portfolio, DFA Two-Year Global
Fixed Income Portfolio and 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.
IN WITNESS WHEREOF, the parties hereto have caused
this Amendment Number Eleven 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:_______________________________
PFPC INC.
By:________________________________
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