Exhibit 99.h(2)
AMENDMENT TO THE
TRANSFER AGENCY AND SERVICES AGREEMENT
This Amendment dated as of July 1, 2001, is entered into by TWEEDY,
XXXXXX FUND INC. (the "Fund") and PFPC INC. ("PFPC") (formerly known as First
Data Investor Services Group, Inc.).
WHEREAS, the Fund and PFPC entered into a Transfer Agency and Services
Agreement dated as of May 9, 1997 (as amended or supplemented, the "Transfer
Agency Agreement");
WHEREAS, the Fund and PFPC wish to amend the Transfer Agency Agreement
to amend certain provisions of the Transfer Agency Agreement;
NOW, THEREFORE, the parties hereto, intending to be legally bound
hereby, hereby agree as follows:
I. Section 13 is hereby deleted and replaced in its entirety as
follows:
Article 13 Termination of Agreement and Change of Control.
13.1 This Agreement shall continue until terminated by the
Fund 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 Fund.
13.2 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 Fund's adviser or sponsor, the
Fund'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. Section 6.1 is hereby deleted and replaced in its entirety as
follows:
As compensation for services rendered by PFPC during the term
of this Agreement, the Fund will pay to PFPC a fee or fees as may be
agreed to in writing by the Fund and PFPC.
III. Except to the extent amended hereby, the Transfer Agency
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/ Xxxxxxx DaNotrio
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