Exhibit 99.h(2)
AMENDMENT TO THE
TRANSFER AGENCY AND SERVICES AGREEMENT
This Amendment dated as of July 1, 2001, is entered into by TWEEDY, XXXXXX
FUND INC. (the "Fund") and PFPC INC. ("PFPC") (formerly known as First Data
Investor Services Group, Inc.).
WHEREAS, the Fund and PFPC entered into a Transfer Agency and Services
Agreement dated as of May 9, 1997 (as amended or supplemented, the "Transfer
Agency Agreement");
WHEREAS, the Fund and PFPC wish to amend the Transfer Agency Agreement to
amend certain provisions of the Transfer Agency Agreement;
NOW, THEREFORE, the parties hereto, intending to be legally bound hereby,
hereby agree as follows:
I. Section 13 is hereby deleted and replaced in its entirety as
follows:
Article 13 Termination of Agreement and Change of Control.
----------------------------------------------
13.1 This Agreement shall continue until terminated by the Fund or
by PFPC on sixty (60) days' prior written notice to the other party. In
the event the Fund gives notice of termination, all expenses associated
with movement (or duplication) of records and materials and conversion
thereof to a successor accounting and administration services agent(s)
(and any other service provider(s)), and all trailing expenses incurred by
PFPC, will be borne by the Fund.
13.2 Notwithstanding any other provision of this Agreement, in the
event of an agreement to enter into a transaction that would result in a
Change of Control of the Fund's adviser or sponsor, the Fund's ability to
terminate the Agreement pursuant to this Section 6 will be suspended from
the time of such agreement until two years after the Change of Control.
For purposes of this paragraph, "Change of Control" shall mean a change in
ownership or control (not including transactions between wholly-owned
direct or indirect subsidiaries of a common parent) of 25% or more of the
beneficial ownership of the shares of common stock or shares of beneficial
interest of an entity or its parent(s).
II. Section 6.1 is hereby deleted and replaced in its entirety as follows:
As compensation for services rendered by PFPC during the term of
this Agreement, the Fund will pay to PFPC a fee or fees as may be agreed
to in writing by the Fund and PFPC.
III. Except to the extent amended hereby, the Transfer Agency Agreement
shall remain unchanged and in full force and effect and is hereby ratified and
confirmed in all respects as amended hereby.
IN WITNESS WHEREOF, the undersigned have executed this Amendment as of the
date and year first written above.
TWEEDY, XXXXXX FUND INC.
By: __________________________
PFPC INC.
By: __________________________
