TRANSFER AGENCY SERVICES AGREEMENT
AMENDMENT NUMBER TWO
THIS AGREEMENT is made as of the 24th, day of September, 1990 by and
between DFA INVESTMENT DIMENSIONS GROUP INC., a Maryland corporation (the
"Fund"), and PROVIDENT FINANCIAL PROCESSING CORPORATION (NPFPCN), 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, investment company
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 an Administration and Transfer Agency Services Agreement
dated as of June 19, 1989 and amended on February 26, 1990 (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; and
WHEREAS, the Fund has since organized two new Portfolios,
designated "DFA Global Bond Portfolio" and "DFA Intermediate Government Bond
Portfolio", and the parties hereto desire that PFPC shall provide such
Portfolios with the same services that PFPC provides to the seven 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 18 of the registration
statement of the Fund, as effective with the U.S. Securities and Exchange
Commission on September 24, 1990, wherein DFA Global Bond Portfolio and DFA
Intermediate Government Bond Portfolio are described;
(b) The exhibits to such post-effective amendments 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 DFA Global Bond Portfolio and DFA Intermediate
Government Bond Portfolio; and
(c) Amendment Number Two dated September 24, 1990 of each of the
following agreements:
(i) the Administration and Accounting Services Agreement
between the parties dated as of June 19, 1989; and
(ii) the Custodian Agreement between the Fund and Provident
National Bank dated as of June 19, 1989.
2. The Agreement hereby is amended effective September 24, 1990 by:
(a) adding the following sentence immediately after the third
sentence of Section 1 therein, "As of September 24, 1990, the Fund delivered
to PFPC a Prospectus dated September 24, 1990 wherein two new classes or
series Fund of shares designated "DFA Global Bond Portfolio" and "DFA
Intermediate Government Bond Portfolio", are described and the parties agree
that the terms of this Agreement shall apply to the nine Portfolios described
in such Prospectus.";
(b) adding the following words, and as amended "September 24,
1990" after the words, "as amended February 26, 1990" in section 2(k) therein;
(c) deleting the following words, "February 26, 1990" and
inserting in lieu thereof, "September 24, 1990" in Section 5(d);
(d) deleting the following words, "February 26, 1990",, where
they appear in Section 7 and inserting in lieu thereof, "September 24, 199O";
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 DFA Global Bond
Portfolio and the DFA Intermediate Government Bond 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 DFA Global Bond
Portfolio and the DFA Intermediate Government Bond 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 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: Xxxxxxx X. Xxxxxx
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PROVIDENT FINANCIAL
PROCESSING CORPORATION
By: Xxxxxx Xxxxxxxx
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