Exhibit (h)(3)
AMENDMENT NUMBER 2 TO THE
TRANSFER AGENCY AND SERVICES AGREEMENT
THIS AMENDMENT Number 2, dated as of March 16, 2000 (the "Amendment")
is made to the Transfer Agency and Services Agreement dated May 9, 1997 (the
"Transfer Agent Agreement") between Tweedy, Xxxxxx Fund Inc. (the "Fund") and
First Data Investor Services Group, Inc. (n/k/a PFPC Inc.) ("PFPC").
WITNESSETH
WHEREAS, PFPC provides certain support services to banks and other
financial institutions ("Clients") which offer mutual fund-based asset
allocation, supermarket and/or other similar products requiring sub-accounting
services ("Wrap Program(s)") to their respective customers ("Wrap Program
Participants"); and
WHEREAS, the Fund desires to make shares of the Funds ("Shares") available
through the Wrap Programs offered by the Clients and in connection therewith
retain PFPC to perform certain services described herein and PFPC is willing to
provide such services.
NOW THEREFORE, the Fund and PFPC agree that as of the date first
referenced above, the Transfer Agent Agreement shall be amended as follows:
1. All references to "First Data Investor Services Group, Inc." and "FDISG" are
hereby deleted and replaced with "PFPC Inc." and "PFPC" respectively.
2. All references to the address of the Fund are modified to reflect the
following new address:
Tweedy, Xxxxxx Company LLC
000 Xxxx Xxxxxx, 0xx Xxxxx
Xxx Xxxx, XX 00000
3. In addition to the services set forth in the Agreement, as may be amended
from time to time, PFPC agrees to perform the services specified in the attached
Schedule A (the "Services") for the benefit of the Wrap Program Participants who
maintain shares of the Fund through Wrap Programs and PFPC accepts such
appointment. PFPC may subcontract with the Clients to link the PFPC System with
the Clients, in order for the Clients to maintain Fund shares positions for each
Wrap Program Participant.
As compensation for services rendered by PFPC during the term of this
Amendment, the Fund will pay to PFPC a fee or fees as set forth in the attached
Schedule B. The Fund acknowledges that PFPC receives float benefits and
investment earnings in connection with maintaining certain accounts required to
provide services under this Agreement, as may be amended from time to time.
5. This Amendment contains the entire understanding between the parties
with respect to the transactions contemplated hereby. To the extent that any
provision of this Amendment modifies or is otherwise inconsistent with any
provision of the Transfer Agent Agreement, as may be amended from time to time,
and related agreements, this Amendment shall control, but the Transfer Agent
Agreement, as may be amended from time to time, and all related documents shall
otherwise remain in full force and effect.
IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be
executed by their duly authorized officers, as of the day and year first above
written.
TWEEDY, XXXXXX FUND INC.
By: /s/ M. Xxxxxxx Xxxxxxxxxxx
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Title: Vice President
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PFPC INC.
(f/k/a First Data investor Services Group, Inc.)
By: /s/ Jylanne Xxxxx
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Title: Senior Vice President
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SCHEDULE A
SERVICES
1. Transmit to the Fund purchase, redemption and related instructions and
facilitate money settlement with respect to the Omnibus Accounts, which shall be
registered as "PFPC FIB/0 [Client] Wrap Program". Such activities shall be
performed as set forth in the attached Exhibit 1 of Schedule A.
2. Facilitate payment to Wrap Program Participants of the proceeds of
redemptions, dividends and other distributions.
3. As determined solely by PFPC in accordance with applicable rules and
regulations and with the assistance of the Fund, cause (a) periodic account
statements, (b) 1099R documentation, (c) proxies, prospectus revisions, annual
reports of the Funds, as are provided by the Fund to be prepared and mailed to
Wrap Program Participants.
4. Reconcile share positions for each Wrap Program and upon request
provide certification the Fund with respect thereto. In connection therewith,
the Fund shall provide to PFPC daily confirmation of all trade activity and
share positions for each Omnibus Account.
5. Maintain records for each Wrap Program Participant which shall reflect
shares purchased and redeemed, as well as account and share balances.
Act as service agent in connection with dividend and distribution
functions; shareholder account and administrative agent functions in connection
with the issuance, transfer, and redemption or repurchase of Fund shares. PFPC
shall create and maintain all records required of it pursuant to its duties
hereunder and as set forth herein pursuant to applicable laws, rules and
regulations, including records required by Section 31(a) of the 1940 Act. Where
applicable, such records shall be maintained for the periods and the places
required by Rule 31 a-2 under the 1940 Act.
7. Upon reasonable notice by the Fund, PFPC shall make available during
regular business hours such of its facilities and premises employed in
connection with the performance
of its duties under this Agreement, as may be amended from time to time, for
reasonable visitation by the Fund, or any person retained by the Fund as may be
necessary to evaluate the quality of the services performed pursuant hereto.
EXHIBIT 1 OF SCHEDULE A
On each day the New York Stock Exchange (the "Exchange") is open for business
(each, a "Business Day"), PFPC or its agents may receive trade instructions with
respect to the Wrap Programs and/or Wrap Program Participants for the purchase
or redemption of shares of the Funds ("Trade Instructions"). Trade Instructions
received in good order and accepted by PFPC or its agents prior to the close of
regular trading on the Exchange (the "Close of Trading") on any given Business
Day and transmitted to the Fund (i) by 11:59 p.m. EST if automated, and (ii)
6:00 p.m. EST if manual on such Business Day will be executed by the Fund at the
net asset value determined as of the Close of Trading on such Business Day. Any
Trade Instructions received by PFPC, or its agents, on such day but after the
Close of Trading will be executed by the Fund at the net asset value determined
as of the Close of Trading on the next Business Day following the day of receipt
of such Trade Instructions. The day on which a Trade Instruction is executed by
the Fund pursuant to the provisions set forth above is referred to herein as the
"Effective Trade Date".
Upon the timely receipt from PFPC of the Trade Instructions described in
above paragraph, the Fund will execute the purchase or redemption transactions
(as the case may be) with respect to each Wrap Program at the net asset value
computed as at the Close of Trading on the Effective Trade Date. Such purchase
and redemption transactions will settle on the Business Day next following the
Effective Trade Date. Payments for net purchase and net redemption orders shall
be made by wire transfer by PFPC (for net purchases) or by the Fund (for net
redemptions) to the account designated by the appropriate receiving party on the
Business Day following the Effective Trade Date. On any Business Day when the
Federal Reserve Wire Transfer System is closed, all communication and processing
rules will be suspended for the settlement of Trade Instructions. Trade
Instructions will be settled on the next Business Day on which the Federal
Reserve Wire Transfer System is open and the Effective Trade Date will apply.
In the event that PFPC is in receipt of Trade Instructions in good order
and is unable to transmit the Trade Instructions to the Fund by the above
referenced deadlines, the Fund will accept the trades after such deadlines and
before 9:00 a.m. EST on the day following the "Effective Trade Date". PFPC will
furnish the Fund with an estimate of the net purchase or net redemption activity
no later than 9:00 a.m. EST on the day following the "Effective Trade Date".
Payments for purchases and redemptions shall be made by wire transfer on the day
following the "Effective Trade Date".
