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.
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(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).
II. 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: __________________________
PFPC INC.
By: __________________________
