TRANSFER AGENCY AGREEMENT
AMENDMENT NUMBER FOUR
THIS AGREEMENT is made as of the 6th, day of March, 1992 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
services pursuant to Transfer Agency Agreement dated as of June 19, 1989 and
amended on February 26, 1990, September 24, 1990 and April 2, 1991 (the
"Agreement") which, as of the date hereof, is in full force and effect; and
WHEREAS, PFPC presently provides such services to six of the seven
Portfolios of the Fund that were in existence on June 19, 1989 and the Portfolio
added on February 26, 1990, the two Portfolios added on September 24, 1990 and
the two Portfolio added on April 2, 1991; and
WHEREAS, the Fund has since organized a new Portfolio, designated "The U.S.
6-10 Small Company Portfolio" (the "New Portfolio") , and the parties hereto
desire that PFPC shall provide such Portfolio with the same services that PFPC
provides to the other eleven 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 20 of the registration
statement of the Fund, as effective with the U.S. Securities and Exchange
Commission on March 6, 1992, wherein the New Portfolio is described;
(b) The exhibits to such post-effective amendment 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 New Portfolio; and
(c) Amendment Number Four dated March 6, 1992 of
the Administration and Accounting Services Agreement between
the parties dated as of June 19, 1989.
(d) Amendment Number Three dated March 6, 1992 of the Custody
Agreement between the Parties dated as of June 19, 1989.
2. The Agreement hereby is amended effective March 6, 1992.
(a) adding the following sentence immediately after the third
sentence of Section 1 therein, "As of March 6, 1992, the Fund delivered to PFPC
a Prospectus dated March 6, 1992 wherein a new class or series of Fund shares
designated "The U.S. 6-10 Small Company Portfolio" is described and the parties
agree that the terms of this Agreement shall apply to the twelve Portfolios
described in such Prospectus.";
(b) adding the following words, "and as amended March 6, 1992"
after the words, "as amended April 2, 1991" in Section 2 (K) therein;
(c) deleting the following words, "April 2, 1991" and inserting in
lieu thereof, "March 6, 1992" in Section 5(d) ; and
(d) deleting the following words, "April 2, 1991", where they
appear in Section 7 and inserting in lieu thereof, "March 6, 1992"; and
(e) adding a new sentence immediately following the third sentence of
Section 19 as follows: "The foregoing provisions of this Section 19
notwithstanding, this Agreement with respect to The U.S. 6-10 Small Company
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
four 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: Xxxxxxx X. Xxxxxxxx
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PROVIDENT FINANCIAL PROCESSING CORPORATION
By: Xxxxxx Xxxxxxxx
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