DFA INVESTMENT DIMENSIONS GROUP INC.
TRANSFER AGENCY AGREEMENT
ADDENDUM NUMBER TWO
THIS AGREEMENT is made as of the ____ day of ____, 1999 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 X, Tax-Managed U.S. 6-10 Small Company
Portfolio X, Tax-Managed DFA International Value Portfolio X, and Tax-Managed
U.S. Marketwide Value Portfolio X, 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 _______, 1999 by replacing
the current Schedule A of the Agreement in its entirety with "Schedule A Amended
and Restated _____________, 1999," reflecting the addition of the new series, as
attached hereto.
2. The fee schedules of PFPC applicable to the Portfolios
shall be as agreed in writing, from time to time.
3. In all other respects, the Agreement shall remain unchanged and
in full force and effect.
4. 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
Two 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:
--------------------
Xxxxx X. Xxxxxxx
Vice President
PFPC INC.
By:
-------------------
Xxxxxx Xxxxxxxx
Senior Vice President
AMENDED AND RESTATED
______________, 1999
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
Tax-Managed U.S. 5-10 Value Portfolio X
Tax-Managed U.S. 6-10 Small Company Portfolio X
Tax-Managed DFA International Value Portfolio X
Tax-Managed U.S. Marketwide Value Portfolio X