TWEEDY, XXXXXX FUND INC.
AMENDMENT TO THE AMENDED AND RESTATED ADMINISTRATION
AGREEMENT
This Amendment (the "Amendment") is made as of January 1, 2007 by and
between TWEEDY, XXXXXX FUND INC. (the "Company") and PFPC INC. ("PFPC")
(formerly known as First Data Investors Services Group, Inc.).
BACKGROUND:
A. The Company and The Boston Company Advisors, Inc. entered into an Amended
and Restated Administration Agreement as of December 8, 1993 which
agreement was assigned to PFPC (as amended or supplemented, the
"Administration Agreement").
B. The Company and PFPC desire to amend certain provisions of the Agreement.
TERMS:
The parties hereby agree as follows:
1. The first paragraph of the Agreement is deleted in its entirety and
replaced with the following:
"THIS AMENDED AND RESTATED ADMINISTRATION AGREEMENT is made as of
December 8, 1993 by and between THE BOSTON COMPANY ADVISORS, INC., a
Massachusetts corporation ("Boston Advisors"), and TWEEDY, XXXXXX FUND
INC., a Maryland corporation (the "Company") on behalf of the Tweedy,
Xxxxxx Global Value Fund, the Tweedy, Xxxxxx Value Fund and the Tweedy,
Xxxxxx Worldwide High Dividend Yield Value Fund."
2. Section 3 of the Agreement is hereby amended by removing the word "and"
from the end of sub-section (k), the "." from the end of sub-section (l)
and by adding the following after sub-section (l):
"(m) Provide compliance policies and procedures with respect to
certain services provided by PFPC and, if mutually agreed,
certain PFPC affiliates, summary procedures thereof and a
quarterly certification letter; and
(n) Prepare the Company's annual and semi-annual shareholder
reports, quarterly schedule of investments and prepare and
coordinate the filing of Forms N-CSR, N-Q and N-PX (inserting
proxy voting data which the Company shall provide in the format
required by PFPC)."
3. Section 4 of the Agreement is hereby amended by adding the following to
the end of sub-section (c):
"Subject to payment of certain filing fees to PFPC in advance, PFPC
will remit to the respective jurisdictions the requisite blue sky
filing fees for the shares of the relevant Portfolios(s) (or classes
thereof), and any fees for qualifying or continuing the
qualification of any Portfolio(s) (or classes thereof). The Company
acknowledges that PFPC may receive float benefits in connection with
maintaining certain accounts required to provide services under this
Agreement."
4. Section 8(a) of the Agreement is hereby deleted and replaced with the
following:
"Any notice or other instrument authorized or required by this
Agreement to be given in writing to the Company or PFPC shall be
sufficiently given if addressed to the party and received by it at
its office set forth below or at such other place as it may from
time to time designate in writing.
To the Company:
_______________
M. Xxxxxxx Xxxxxxxxxxx
Tweedy, Xxxxxx Fund Inc.
000 Xxxx Xxxxxx - 0xx Xxxxx
Xxx Xxxx, Xxx Xxxx 00000
To PFPC:
________
Xx. Xxx X. Xxxxxxxx
PFPC Inc.
Senior Vice President
000 Xxxxxxxx Xxxxxxx
Xxxxxxxxxx, XX 00000"
5. Miscellaneous.
(a) Capitalized terms not defined in this Amendment have their
respective meanings as defined in the Agreement.
(b) As hereby amended and supplemented, the Agreement shall remain in
full force and effect. In the event of a conflict between the terms
hereof and the Agreement, as to services described in this
Amendment, this Amendment shall control.
(c) The Agreement, as amended hereby, constitutes the complete
understanding and agreement of the parties with respect to the
subject matter hereof and supersedes all prior communications with
respect thereto.
(d) This Amendment 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. The facsimile signature of
any party to this Amendment shall constitute the valid and binding
execution hereof by such party.
(e) This Amendment shall be governed by the laws of the State of
Delaware, without regard to its principles of conflicts of laws.
IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be
executed by their duly authorized officers designated below on the date and year
first above written.
PFPC INC.
By: /s/ Xxx X. Xxxxxxxx
___________________________
Name: Xxx X. Xxxxxxxx
___________________________
Title: SVP
___________________________
TWEEDY, XXXXXX FUND INC.
By: /s/ X.X. Xxxxxxxxxxx
___________________________
Name: X.X. Xxxxxxxxxxx
___________________________
Title: CCO & VP
___________________________