TWEEDY, XXXXXX FUND INC.
AMENDMENT TO THE AMENDED AND RESTATED ADMINISTRATION
AGREEMENT
This Amendment (the "Amendment") is made as of October 24, 2009 by and
between TWEEDY, XXXXXX FUND INC. (the "Company") and PNC Global Investment
Servicing (U.S.) Inc. (formerly PFPC INC.) ("PNC").
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 PNC (as amended or supplemented, the
"Administration Agreement").
B. The Company and PNC desire to amend the Agreement as set forth below.
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, the Tweedy,
Xxxxxx Worldwide High Dividend Yield Value Fund and the Tweedy, Xxxxxx
Global Value Fund II - Currency Unhedged."
2. 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.
PNC GLOBAL INVESTMENT
SERVICING (U.S.) INC.
By: /s/ Xxx X. Xxxxxxxx
___________________________
Name: Xxx X. Xxxxxxxx
___________________________
Title: Senior Vice President
___________________________
TWEEDY, XXXXXX FUND INC.
By: /s/ M. Xxxxxxx Xxxxxxxxxxx
___________________________
Name: M. Xxxxxxx Xxxxxxxxxxx
___________________________
Title: VP and COO
___________________________
