Exhibit 99.h(5)
AMENDMENT TO THE
AMENDED AND RESTATED ADMINISTRATION AGREEMENT
This Amendment dated as of July 1, 2001, is entered into by TWEEDY,
XXXXXX FUND INC. (the "Company") and PFPC INC. ("PFPC") (formerly known as
First Data Investor Services Group, Inc.).
WHEREAS, the Company and The Boston Company Advisors, Inc. entered
into an Amended and Restated Administration Agreement dated as of December 8,
1993 which agreement was assigned to PFPC on April 24, 1994 (as amended or
supplemented, the "Administration Agreement");
WHEREAS, the Company and PFPC wish to amend the Administration
Agreement to amend certain provisions of the Administration Agreement;
NOW, THEREFORE, the parties hereto, intending to be legally bound
hereby, hereby agree as follows:
I. Section 6 is hereby deleted and replaced in its entirety as
follows:
6. Termination of Agreement and Change of Control.
(a) This Agreement shall continue until terminated by the
Company 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
Company.
(b) 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 Company's adviser or sponsor, the
Company'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).
III. Paragraph (c) of Section 4 is hereby deleted and replaced in its
entirety as follows:
(c) As compensation for services rendered by PFPC during the
term of this Agreement, the Company will pay to PFPC a fee or fees as
may be agreed to in writing by the Company and PFPC.
III. Except to the extent amended hereby, the Administration 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: /s/ M. Xxxxxxx Xxxxxxxxxxx
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PFPC INC.
By: /s/ Xxxxxx Xxxxx
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