Exhibit (h)(2)
AMENDMENT NUMBER 1
TO THE TRANSFER AGENCY AGREEMENT
FOR RETAIL IMPRESSNet(R) SERVICES
THIS AMENDMENT, dated as of this 5th day of October, 1999 is made to the
Transfer Agency Agreement (the "Agreement") between the TWEEDY, XXXXXX FUND INC.
(the "Fund") and FIRST DATA INVESTOR SERVICES GROUP, INC. ("Investor Services
Group") dated May 9, 1997.
WITNESSETH
WHEREAS, the Fund desires to enable Shareholders and Fund employees to
access certain Fund and Shareholder information maintained by Investor Services
Group on behalf of the Fund on the Investor Services Group System through the
use of the Internet and Investor Services Group desires to allow such access and
provide certain services as more fully described below in connection therewith;
NOW THEREFORE, the Fund and Investor Services Group agree that as of the
date first referenced above, Investor Services Group Agreement shall be amended
as follows:
1. Definitions. The following definitions are hereby incorporated into
Agreement:
(a) "Account Inquiry" shall mean any access to the Investor Services Group
recordkeeping system via IMPRESSNet(R) initiated by an End-User which is
not a Financial Transaction.
(b) "End-User" shall mean any Shareholder or Fund employee that accesses
the Investor Services Group recordkeeping system via IMPRESSNet(R).
(c) "Financial Transaction" shall mean purchase, redemption, exchange or
any other transaction involving the movement of Shares initiated by an
End-User.
(d) "Fund Home Page" shall mean the Fund's proprietary web site on the
Internet used by the Fund to provide information to its shareholders and
potential shareholders.
(e) "IMPRESSNet(R)" shall mean the Investor Services Group proprietary
system consisting of the Investor Services Group Secure Net Gateway and
the Investor Services Group Web Transaction Engine.
(f) "Investor Services Group Secure Net Gateway" shall mean the system of
computer hardware and software and network established by Investor
Services Group to provide access between Investor Services Group
recordkeeping system and the Internet.
(g) "Investor Services Group Web Transaction Engine" shall mean the system
of computer hardware and software created and established Investor
Services Group in order to enable Shareholders of the Fund to perform the
transactions contemplated hereunder.
(h) "Internet" shall mean the communications network comprised of multiple
communications networks linking education, government, industrial and
private computer networks.
2. Responsibilities of Investor Services Group. In addition to the services
rendered by Investor Services Group as set forth in the Agreement,
Investor Services Group agrees to provide the following services for the
fees set forth in the Schedule of IMPRESSNet(R) Fees attached hereto as
Schedule A of this Amendment:
(a) In accordance with the written IMPRESSNet(R) procedures and product
functionality documentation provided to the Fund by Investor Services
Group, Investor Services Group shall, through the use of the Investor
Services Group Web Transaction Engine and Secure Net Gateway, (i) enable
the Fund and End-Users to utilize the Internet to access Fund information
maintained by the Fund on the Fund Home Page, and (ii) enable End-Users to
utilize the Internet to access the Investor Services Group System in order
to perform account inquiries and transactions in Shareholder accounts.
(b) Process the set up of personal identification numbers ("PIN") for
End-Users which shall include verification of initial identification
numbers issued, reset and activate personalized PIN's and reissue new
PIN's in connection with lost PIN's.
(c) Installation services which shall include, review and sign off on the
Fund's network requirements, recommending method of linking to the
Investor Services Group Web Transaction Engine, installing network
hardware and software, implementing the network connectivity, and testing
the network connectivity and performance;
(d) Maintenance and support of the Investor Services Group Secure Net
Gateway and the Investor Services Group Web Transaction Engine, which
includes the following:
(i) error corrections, minor enhancements and interim upgrades to
IMPRESSNet(R) which are made generally available by FDISG to
IMPRESSNet(R) customers;
(ii) help desk support to provide assistance to Fund employees with
the Fund's use of IMPRESSNet(R).
Maintenance and support shall not include (i) access to or use of any
substantial added functionality, new interfaces, new architecture, new
platforms, new versions or major development efforts, unless made
generally available by FDISG to IMPRESSNet(R) clients, as determined
solely by FDISG; or (ii) maintenance of customized features.
(e) Maintenance and upkeep of the security infrastructure and capabilities
described in the procedures and product functionality documentation.
(f) Prepare and forward monthly usage reports to the Fund which shall
provide the fund with a summary of activity and functionality used by
End-Users.
3. Responsibility of the Fund. In connection with the services provided by
Investor Services Group hereunder, the Fund shall be responsible for the
following:
(a) establishment and maintenance of the Fund Home Page on the Internet;
(b) services and relationships between the Fund and any third party
on-line service providers to enable End-Users to access the Fund Home Page
and/or the Investor Services System via the Internet;
(c) provide Investor Services Group with access to and information
regarding the Fund Home Page in order to enable Investor Services Group to
provide the services contemplated hereunder.
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. FIRST DATA INVESTOR SERVICES
GROUP, INC.
By: /s/ M. Xxxxxxx Xxxxxxxxxxx By: /s/ Jylanne Xxxxx
--------------------------- ----------------------------
Name: M. Xxxxxxx Xxxxxxxxxxx Name: Jylanne Xxxxx
------------------------- --------------------------
Title: Vice President Title: Senior VP
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Schedule A
IMPRESSNet(R) Fees
1. One Time Set up Fee: $25,000 (paid upon execution)
2. Annual Maintenance Fee: $17,500 per annum (effective 10/1/2000)
3. Transaction Costs:
o Account Inquiry $.10 per inquiry ($2,000 minimum per month)
o Financial Transactions* $.50 per transaction ($200 per month
minimum**)
*Financial Transactions shall not be available until agreed
upon in writing by the parties **Effective upon the Fund's
making the financial transaction option available
4. Customized Development: $150 per hour
5. PIN Registration and Lost PIN Replacement : $2.50 per/PIN
The above-referenced fees do not include fees associated with third party
software products or fees associated with other Investor Services Group products
which may be required to utilize future releases of IMPRESSNet(TM).
Investor Services Group will provide an invoice as soon as practicable after the
end of each calendar month. The Fund agrees to pay to Investor Services Group
the amounts so billed by Federal Funds Wire within fifteen (15) business days
after the Fund's receipt of the invoice. In addition, with respect to all fees,
Investor Services Group may charge a service fee equal to the lesser of (i) one
and one-half percent (1-1/2%) per month or (ii) the highest rate legally
permitted on any past due invoiced amounts.
The foregoing fees cover only the Fund's use of the "Retail" version of
IMPRESSNet(R). In the event the Fund desires to also utilize the "Brokerage"
version of IMPRESSNet(R), Amendment Number 1 to the Transfer Agency Agreement
for Retail Impressnet' Services and this Fee schedule shall be modified by the
parties accordingly.
