AMENDMENT NO. 1 TO THE
AMENDED AND RESTATED ADMINISTRATION AGREEMENT
.........This Amendment No. 1 dated as of February 15, 1997, is entered
into by TWEEDY, XXXXXX FUND INC. (the "Company") and FIRST DATA INVESTOR
SERVICES GROUP, INC. ("FDISG").
.........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 FDISG on April 24, 1994 (the
"Administration Agreement");
.........WHEREAS, the Company and FDISG 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, "Termination of Agreement" is hereby deleted and
replaced in its entirety as follows:
.........Section 6 Term and Termination.
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(a) This Agreement shall be effective on the date first
written above and shall continue for a period of three (3) years (the
"Initial Term").
(b) Upon the expiration of the Initial Term, this Agreement
shall automatically renew for successive terms of one (1) year
("Renewal Terms") each, unless the Company or FDISG provides written
notice to the other of its intent not to renew. Such notice must be
received at least sixty (60) days prior to the expiration of the
Initial Term or the then current Renewal Term. Not less than 150 days
prior to the expiration of the Initial Term or the then current Renewal
Term, if either party wishes to modify the fees listed in the schedules
to this Agreement with respect to the upcoming Renewal Term, the
parties will promptly enter into good faith discussions with regard
thereto.
(c) In the event a termination notice is given by the Company,
all expenses associated with movement of records and materials and
conversion thereof to a successor administrator will be borne by the
Company.
(d) If the Board of Directors of the Company determines in
good faith in the exercise of its fiduciary duties that FDISG has
breached its obligations hereunder in a material manner or has failed
to maintain service quality at levels at least as high as during the
Fall of 1996, the Company will notify FDISG of that determination and
provide FDISG with an opportunity to cure such breach or service
deficiency during the sixty (60) days following the receipt of such
notice. If FDISG is unable, in the good faith judgment of the Company's
Board of Directors, to cure such breach or bring such service quality
up to the levels at least as high as the Fall of 1996, the Company may
terminate this Agreement by giving FDISG not less than sixty (60) days
prior written notice. FDISG will have parallel termination rights with
respect to breach of this Agreement by the Company. Termination of this
Agreement in accordance with the foregoing process shall not constitute
a waiver of any other rights the terminating party may have with
respect to the services performed or failed to be performed prior to
such termination under this Agreement or otherwise or rights of FDISG
to payment of its fees and out-of pocket expenses.
(e) In the event that (i) the Company provides notice of
termination as a result of service quality issues in accordance with
Section (d) above and determines that FDISG is unable to bring such
quality levels up to the standards set forth in Section (d) above; and
(ii) FDISG in good faith disputes the determination made by the Board
of Directors with respect thereto, the parties shall agree to submit
the issues in dispute to a mutually agreed upon independent third party
arbiter for determination. If the arbiter determines that there are
material quality issues with respect to the performance of services by
FDISG and FDISG has failed to cure such issues, the Company may
terminate this Agreement upon sixty (60) days written notice as set
forth in section (d) above. If the arbiter determines that there are no
material quality issues with respect to the performance of services by
FDISG or that there were material quality issues with respect to the
performance of services by FDISG, but FDISG has cured such issues, the
Company may terminate this Agreement upon sixty (60) days written
notice as set forth in section (d) above, provided however, the Company
shall, prior to the effective date of such termination, provide FDISG
with a rebate of the unamortized amount of the Fee Waiver granted by
FDISG in Section III. C. below which amount shall be amortized over a
period not greater than the Initial Term.
(f) This Agreement shall terminate upon the termination of the Transfer
Agency and Services Agreement in effect between the Company and FDISG.
II. Paragraph (l) of Section 3 is hereby deleted in its entirety.
III. The Fee Schedule referred to in Section 4 of the Administration
Agreement is hereby deleted in full and replaced with the following:
A. Annual Fees for Fund Accounting Services
Net Assets Per Fund Annual Fee Per Fund
First $100 million 3 BP
Thereafter 1 BP
Minimum Monthly Charges for $3,000
Domestic
Minimum Monthly Charges for Global $4,000
B. Annual Fees for Administration Services
Average Total Aggregate Assets Total Aggregate Fee
for All Funds
First $500 million 6 BP
Next $500 million 4 BP
Thereafter 2 BP
Company Minimum $40,000
C. Fee Waiver
FDISG agrees to waive its fund accounting and fund
administration fees for the first three months following the effective
date of this fee schedule. All other waivers previously agreed to by
the parties to this Agreement are hereby terminated as of the effective
date of this Amendment No. 1.
D. Special Services
Fees for activities of a non-recurring nature such as fund
consolidations or reorganizations, registration of new funds or series
and the preparation of special reports will be subject to negotiation.
Fees for other special items will be negotiated separately.
E. Multiple Classes of Shares
An additional $5,000 annual fee will be applied for each class
of shares, excluding the initial class of shares, if more than one
class of shares is operational in a Fund.
F. Blue Sky Administration Services
A fee of $2,500 per annum for each class of shares, excluding
the initial class of shares, if more than one class of shares is
operational in a Fund.
IV. The Schedule A referred to in Section 4 of the Administration Agreement
is hereby deleted in full and replaced with the following:
Out-of-Pocket Expenses
A billing for the recovery of applicable out-of-pocket
expenses will be made as of the end of each month. Out-of-pocket
expenses include, but are not limited to the following:
- Courier services
- Pricing services used by the Company
- Vendor set-up charges for Blue Sky services for new Funds only -
Customized programming requests at $100 per hour - Printing for
shareholder reports and SEC filings - External legal fees, audit fees
and other professional fees - Postage, telephone, telecommunications,
fax, and photocopying - Supplies and Forms related to Fund records -
Travel and lodging for Board, Shareholder and Operations meetings -
Advertised Yields and Total Returns $300 per Fund, per month -
Independent Auditor's Report (as requested by the Company) - Such other
expenses as are agreed to by FDISG and the Company
V. Paragraph (b) of Section 8 "Miscellaneous" is hereby deleted in its
entirety and the following substituted in its place:
(b) This Agreement, its benefits and obligations shall be
binding upon and inure to the benefit of the parties hereto and their
respective successors and permitted assigns. This Agreement may not be
assigned or otherwise transferred by either party hereto, without the
prior written consent of the other party, which consent shall not be
unreasonably withheld; provided, however, that FDISG may upon sixty
(60) days notice to the Fund, in its sole discretion, assign all its
right, title and interest in this Agreement to an affiliate, parent or
subsidiary. FDISG may, in its sole discretion, engage subcontractors to
perform any of the obligations contained in this Agreement to be
performed by FDISG. If FDISG shall assign or otherwise transfer this
Agreement to an unaffiliated third party, the Company shall have the
right to terminate this Agreement upon sixty (60) days written notice
to FDISG without the payment of any unamortized Fee Waivers referred to
in Section 6 of this Agreement.
VI. 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 No. 1 as
of the date and year first written above.
TWEEDY, XXXXXX FUND INC.
By: __________________________
FIRST DATA INVESTOR SERVICES
GROUP, INC.
By: __________________________
