BERWYN FUND, INC.
WILMINGTON TRUST COMPANY
CUSTODY AGREEMENT
This Agreement is made as of the 17th day of February, 1994, between
Berwyn Fund, Inc., a corporation organized under the laws of the
Commonwealth of Pennsylvania (the "Fund"), having its principal place
of business in Berwyn, Pennsylvania, and Wilmington Trust Company, a
Delaware corporation (the "Custodian"), having its principal place of
business in Wilmington, Delaware.
WHEREAS, the Fund is registered under the Investment Company
Act of 1940, as amended (the "1940 Act") as an open-end management
investment company and offers for public sale a distinct series of
shares of common stock, par value $1.00 per share;
WHEREAS, each share of common stock represents an undivided
interest in the assets of the Fund, subject to the liabilities;
WHEREAS, the Fund desires to employ the Custodian to provide
custodian services; and
WHEREAS, the Custodian is willing to furnish such services to
the Fund on the terms and conditions hereinafter set forth;
NOW, THEREFORE, in consideration of the premises and mutual
covenants herein contained and intending to be legally bound, the
parties hereto agree as follows:
I. Employment of Custodian and Property to be Held by It
The Fund hereby employs the Custodian as the custodian of its
assets pursuant to the provisions of its Articles of Incorporation.
The Fund agrees to deliver to the Custodian substantially all
securities and cash owned by the Fund from time to time and
substantially all payments of income, payments of principal or capital
distributions received by it with respect to substantially all
securities owned by the Fund from time to time, and the cash
consideration received by the Fund for such new or treasury shares of
beneficial interest ("Shares") of the Fund as may be issued or sold
from time to time. The Custodian shall not be responsible for any
property of the Fund held or received by the Fund and not delivered to
the Custodian.
II. Duties of the Custodian with Respect to Property of the Fund
Held by the
Custodian
A. Holding Securities
The Custodian shall hold, earmark and physically segregate for
the account of the Fund all non-cash property, including all
securities owned by the Fund, other than securities which are
maintained pursuant to Section J of this Article II in a clearing
agency which acts as a securities depository or in a book-entry system
authorized by the U.S. Department of the Treasury and certain federal
agencies, collectively referred to herein as a "Securities System."
B. Delivery of Securities
The Custodian shall release and deliver securities held by the
Custodian or in a Securities System account of the Custodian only upon
receipt of proper instructions, which may be continuing instructions
when deemed appropriate by the parties, and only in the following
cases:
1. Upon sale of such securities for the account of the Fund
and receipt of payment therefor;
2. Upon the receipt of payment in connection with any
repurchase agreement related to such securities entered into by the
Fund;
3. In the case of a sale effected through a Securities System,
in accordance with the provisions of Section J of this Article II;
4. To the depository agent in connection with tenders or other
similar offers for securities of the Fund;
5. To the issuer thereof, or its agent, when such securities
are called, redeemed, retired or otherwise become payable; provided
that, in any such case, the cash or other consideration is to be
delivered to the Custodian;
6. To the issuer thereof, or its agent, for registration or
re-registration pursuant to the provisions of Section C of this
Article II; or for exchange for a different number of bonds,
certificates or other evidence representing the same aggregate face
amount or number of units; provided that, in any such case, the new
securities are to be delivered to the Custodian;
7. To the broker selling the securities for examination in
accordance with the "street delivery" custom; provided that the
Custodian shall maintain procedures to ensure their prompt return to
the Custodian in the event the broker elects not to accept them;
8. For exchange or conversion pursuant to any plan of merger,
consolidation, recapitalization, reorganization or readjustment of the
securities of the issuer of securities, or pursuant to provisions for
conversion contained in such securities, or pursuant to any deposit
agreement; provided that, in any such case, the new securities and
cash. if any, are to be delivered to the Custodian;
9. In the case of warrants, rights or similar securities, the
surrender thereof in the exercise, of such warrants, rights or similar
securities or the surrender of interim receipts or temporary
securities for definitive securities; provided that, in any such case,
the new securities and cash, if any, are to be delivered to the
Custodian;
10. For delivery in connection with any loans of securities
made by the Fund, but only against receipt of adequate collateral, as
agreed upon from time to time by the Custodian and the Fund, which may
be in the form of cash or obligations issued by the United States
government, its agencies or instrumentalities;
11. For delivery as security in connection with any borrowings
by the Fund requiring a pledge of assets by the Fund against receipt
of amounts borrowed;
12. Upon receipt of instructions from the transfer agent for
the Fund (the "Transfer Agent"), for delivery to the Transfer Agent or
to holders of Shares in connection with distributions in kind in
satisfaction of requests by holders of Shares for repurchase or
redemption; and
13. For any other proper corporate purposes, but only upon
receipt of, in addition to proper instructions, a certified copy of a
resolution of the Board of Directors signed by an officer of the Fund
and certified by the Secretary or an Assistant Secretary, specifying
the securities to be delivered, setting forth the purpose for which
such delivery is to be made, declaring such purposes to be proper
corporate purposes, and naming the persons to whom delivery of such
securities shall be made.
C. Registration of Securities
Securities held by the Custodian (other than bearer securities) shall
be registered in the name of the Fund, or in the name of any nominee
of the Fund, or of any nominee of the Custodian or in the name or
nominee name of any agent or sub-custodian appointed pursuant to
Section I of Article II hereof provided the Custodian maintains a
mechanism for identifying all securities belonging to the Fund,
wherever held or registered. All securities accepted by the Custodian
on behalf of the Fund under the terms of this Agreement shall be in
"street name" or other good delivery form.
D. Bank Accounts
Upon request by the Fund, the Custodian shall open and maintain a
separate bank account or accounts in the name of the Fund, subject
only to draft or order by the Custodian acting pursuant to the terms
of this Agreement, and shall hold in such account or accounts, subject
to the provisions hereof, all cash received by it from or for the
account of the Fund, other than cash maintained by the Fund in a bank
account established and used in accordance with Rule l7f-3 under the
1940 Act.
E. Payment for Shares
The Custodian shall receive from the distributor of the Fund's Shares
or from the Transfer Agent and deposit into the Fund's custodian
account such payments as are received for Shares issued or sold from
time to time by the Fund. The Custodian will provide timely
notification to the Fund and the Transfer Agent of any receipt by it
of cash payments for Shares.
F. Collection of Income
The Custodian shall collect on a timely basis all income and other
payments with respect to securities held hereunder to which the Fund
shall be entitled either by law or pursuant to custom in the
securities business and shall credit such income, as collected, to the
Fund's custodian account.
G. Payment of Fund Moneys
Upon receipt of proper instructions, which may be continuing
instructions when deemed appropriate by the parties, the Custodian
shall pay out moneys on behalf of the Fund in the following cases
only:
1. Upon the purchase of securities for the account of the
Fund, but only (a) against the delivery of such securities to the
Custodian (or any bank, banking firm or trust company doing business
in the United States or abroad which is qualified under the 1940 Act
to act as a custodian and has been designated by the Fund or by the
Custodian as its agent for this purpose) registered in the name of the
Fund or in the name of a nominee of the Custodian referred to in
Section C of Article II hereof or in proper form for transfer; (b) in
the case of a purchase effected through a Securities System, in
accordance with the conditions set forth in Section J of Article II
hereof or; (c) in the case of repurchase agreements entered into
between the Fund and the Custodian, or another bank, (i) against
delivery of securities either in certificate form or through an entry
crediting the Custodian's account at the Federal Reserve Bank with
such securities and with an indication on the books of the Custodian
that such securities are held for the benefit of the Fund and (ii)
against delivery of the receipt evidencing purchase by the Fund of
securities owned by the Custodian or other bank along with written
evidence of the agreement by the Custodian or other bank to repurchase
such securities from the Fund;
2. In connection with conversion, exchange or surrender of
securities owned by the Fund as set forth in Section B of Article II
hereof,
3. For the redemption or repurchase of Shares as set forth in
Section H of Article II hereof,
4. For the payment of any expense or liability incurred by the
Fund, including, but not limited to, the following payments for the
accounts of the Fund: interest, dividend disbursements, taxes, trade
association dues, advisory, administration, accounting, transfer agent
and legal fees, and operating expenses allocated to the Fund whether
or not such expenses are to be in whole or part capitalized or treated
as deferred expenses;
5. For the payment of any dividend declared pursuant to the
governing documents of the Fund; and
6. For any other proper corporate purposes, but only upon
receipt of, in addition to proper instructions, a certified copy of a
resolution of the Board of Directors of the Fund signed by an officer
of the Fund and certified by its Secretary or an Assistant Secretary,
specifying the amount of such payment, setting forth the purpose for
which such payment is to be made, declaring such purpose to be a
proper corporate purpose, and naming the person or persons to whom
such payment is to be made.
H. Payments for Repurchase or Redemptions of Shares of the Fund
From funds as may be available, the Custodian shall, upon receipt of
instructions from the Transfer Agent, make funds available for payment
to holders of Shares who have delivered to the Transfer Agent a
request for redemption or repurchase of their Shares. In connection
with the redemption or repurchase of Shares, the Custodian is
authorized upon receipt of instructions from the Transfer Agent to
wire funds to a commercial bank designated by the redeeming
shareholders.
I. Appointment of Agents
The Custodian may at any time in its discretion appoint, but only in
accordance with an applicable vote by the Directors of the Fund, and
may at any time remove any other bank or trust company, which is
itself qualified under the 1940 Act to act as a custodian, as its
agent or sub-custodian to carry out such of the provisions of this
Article 11 as the Custodian may from time to time direct; provided,
however, that the appointment of any such agent or sub-custodian shall
not relieve the Custodian of any of its responsibilities or
liabilities hereunder.
J. Deposit of Fund Assets in Securities System
The Custodian may deposit and/or maintain securities owned by the Fund
in a clearing agency registered with the Securities and Exchange
Commission (the "SEC") under Section 17A of the Securities Exchange
Act of 1934, which acts as a securities depository, or in the book-
entry system authorized by the U.S. Department of the Treasury and
certain federal agencies (collectively referred to herein as a
"Securities System") in accordance with applicable Federal Reserve
Board and SEC rules and regulations, if any, and subject to the
following provisions:
1. The Custodian may keep securities of the Fund in a
Securities System provided that such securities are represented in an
account ("Account") of the Custodian in the Securities System which
shall not include any assets of the Custodian other than assets held
as a fiduciary, custodian, or otherwise for customers;
2. The records of the Custodian with respect to securities of
the Fund which are maintained in a Securities System shall identify by
book-entry those securities belonging to the Fund;
3. The Custodian shall pay for securities purchased for the
account of the Fund upon (i) receipt of advice from the Securities
System that such securities have been transferred to the Account, and
(ii) the making of an entry on the records of the Custodian to reflect
such payment and transfer for the account of the Fund. The Custodian
shall transfer securities sold for the account of the Fund upon (i)
receipt of advice from the Securities System that payment for such
securities has been transferred to the Account, and (ii) the making of
any entry on the records of the Custodian to reflect such transfer and
payment for the account of the Fund. The Custodian shall furnish the
Fund a monthly account statement which shall include each transfer to
or from the account of the Fund, including those processed through the
Securities System for the account of the Fund;
4. The Custodian shall have received the certificate required
by Article IX hereof; and
5. The Custodian shall provide the Fund with any report
obtained by the Custodian on the Securities System's accounting
system, internal accounting control and procedures for safeguarding
securities deposited in the Securities System; and
6. The Custodian shall be liable to the Fund for any direct
loss or damage to the Fund resulting from use of the Securities System
to the extent caused by the negligence, misfeasance or misconduct of
the Custodian or any of its agents or of any of its or their
employees. In no event shall the Custodian be liable for any indirect,
special, consequential or punitive damages.
K. Segregated Accounts for Futures Commission Merchants
The Custodian may enter into separate custodial agreements with
various Futures Commission Merchants ("FCM's") which the Fund uses
(each an "FCM agreement"), pursuant to which the Fund's margin
deposits in certain transactions involving futures contracts and
options on futures contracts will be held by the Custodian in accounts
(each an "FCM account") subject to the disposition by the FCM involved
in such contracts in accordance with the customer contract between FCM
and the Fund ("FCM contract"), SEC rules governing such segregated
accounts, Commodities Futures Trading Commission ("CFTC") rules and
the rules of applicable securities or commodities exchanges. Such
custodial agreements shall only be entered into upon receipt of
written instructions from the Fund which state that (a) a customer
agreement between the FCM and the Fund has been entered into, and (b)
the Fund is in compliance with all the rules and regulations of the
CFTC.
Transfers of initial margin shall be made into an FCM account only
upon written instructions; transfers of premium and variation margin
may be made into an FCM account pursuant to oral instructions.
Transfers of funds from an FCM account to the FCM for which the
Custodian holds such an account may only occur upon certification by
the FCM to the Custodian that pursuant to the FCM agreement and the
FCM contract, all conditions precedent to its right to give the
Custodian such instructions have been satisfied.
L. Ownership Certificates for Tax Purposes
The Custodian shall execute ownership and other certificates and
affidavits for all federal and state tax purposes in connection with
receipt of income or other payments with respect to securities of the
Fund held by it and in connection with transfers of securities.
M. Proxies
The Custodian shall, with respect to the securities held by it
hereunder, cause to be promptly executed by the registered holder of
such securities, if the securities are registered otherwise than in
the name of the Fund or a nominee of the Fund, all proxies, without
indication of the manner in which such proxies are to be voted, and
shall promptly deliver to the Fund's investment advisor (the
"Advisor") such proxies, all proxy soliciting materials and all
notices relating to such securities.
N. Communications Relating to Fund Securities
The Custodian shall transmit promptly to the Advisor all written
information (including, without limitation, pendency of calls and
maturities of securities and expirations of rights in connection
therewith) received by the Custodian from issuers of the securities
held for the Fund. With respect to tender or exchange offers, the
Custodian shall transmit promptly to the Advisor all written
information received by the Custodian from issuers of the securities
whose tender or exchange is sought and from the party (or its agents)
making the tender or exchange offer. If the Advisor desires to take
action with respect to any tender offer, exchange offer or any other
similar transaction, the Advisor shall notify the Custodian at least
five business days prior to the date on which the Custodian is to take
such action.
0. Proper Instructions
"Proper instructions" as used throughout this Article II mean a
writing signed or initialed by one or more person or persons in such
manner as the Directors shall have from time to time authorized. Each
such writing shall set forth the transaction involved, including a
specific statement of the purpose for which such action is requested.
Oral instructions will be considered Proper Instructions if the
Custodian reasonably believes them to have been given by a person
authorized to give such instructions with respect to the transaction
involved. The Fund shall cause all oral instructions to be confirmed
promptly in writing. Upon receipt of a certificate of the Secretary or
an Assistant Secretary as to the authorization by the Directors of the
Fund accompanied by a detailed description of procedures approved by
the Directors, Proper Instructions may include communications effected
directly between electro-mechanical or electronic devices provided
that the Directors and the Custodian are satisfied that such
procedures afford adequate safeguards for the assets of the Funds. All
references to actions of or by Directors or the Board of Directors
herein shall require action by such Directors acting as a board or
formally constituted group and not individually.
P. Actions Permitted Without Express Authority
The Custodian may in its discretion, without express authority from
the Fund:
1. make payments to itself or others for minor expenses of
handling securities or other similar items relating to its duties
under this Agreement, provided that all such payments shall be
accounted for to the Fund;
2. surrender securities in temporary form for securities in
definitive form;
3. endorse for collection, in the name of the Fund, checks,
drafts and other negotiable instruments; and
4. in general, attend to all non-discretionary details in
connection with the sale, exchange, substitution, purchase, transfer
and other dealings with the securities and property of the Fund except
as otherwise directed by the Fund or the Board of Directors of the
Fund.
Q. Evidence of Authority
The Custodian shall be protected in acting upon any instruction,
notice, request, consent, certificate or other instrument or paper
reasonably believed by it to be genuine and to have been properly
executed by or on behalf of the Fund. The Custodian may receive and
accept a certified copy of a vote of the Board of Directors of the
Fund as conclusive evidence (a) of the authority of any person to act
in accordance with such vote, or (b) of any determination or of any
action by the Board of Directors pursuant to the Articles of
Incorporation as described in such vote, and such vote may be
considered as in full force and effect until receipt by the Custodian
of written notice to the contrary.
III. Duties of Custodian with Remect to Books of Respect
The Custodian shall cooperate with and supply necessary information to
the entity or entities appointed by the Board of Directors to keep the
books of account of the Fund. If so instructed in writing, which
written instructions shall be transmitted to the Custodian reasonably
in advance of the date on which it is to act, the Custodian shall
supply quotations for all portfolio securities, to the extent
reasonably available, to the entity or entities appointed by the Board
of Directors to compute the net asset value per share of the
outstanding shares of the Fund on each day on which such net asset
value per share is to be computed under the Fund's Articles of
Incorporation.
IV. Records
The Custodian shall create and maintain all records relating to its
activities and obligations under this Agreement in such manner as will
meet the obligations of the Fund under the 1940 Act, including,
without limitation, Section 31 thereof and Rules 3la-1 and 3la-2
thereunder. All such records shall be property of the Fund and shall
at all times during the regular business hours of the Custodian be
open for inspection by duly authorized officers, employees or agents
of the Fund and employees and agents of the SEC. The Custodian shall,
at the Fund's request, supply the Fund with a tabulation of securities
owned by the Fund and held by the Custodian and shall, when requested
to do so by the Fund and for such compensation as shall be agreed upon
between the Fund and the Custodian, include certificate numbers in
such tabulations.
V. Opinion of Fund's Independent Accountant
The Custodian shall take all reasonable action to obtain from year to
year favorable opinions from the Fund's independent accountants with
respect to its activities hereunder in connection with the preparation
of the Fund's Form N-lA, as the Fund may from time to time request,
and the Fund's Form N-SAR or other annual or semiannual reports to the
SEC and with respect to any other requirements of the SEC.
VI. Reports to Fund by Auditors
The Custodian shall provide the Fund, at such times as the Fund may
reasonably require, with reports by its internal or independent
auditors on the accounting system, internal accounting control and
procedures for safeguarding securities, including reports as are
available on securities deposited and/or maintained in a Securities
System, relating to the services provided by the Custodian under this
Agreement; such reports, which shall be of sufficient scope and in
sufficient detail as may reasonably be required by the Fund, to
provide reasonable assurance that any material inadequacies would be
disclosed, shall state in detail material inadequacies disclosed by
such examination, and if there are no such inadequacies, shall so
state.
VII. Compensation of Custodian
For the services the Custodian provides under this Custody Agreement,
the Custodian shall be entitled to reasonable compensation as agreed
to between the Fund and the Custodian from time to time. Until agreed
otherwise, the compensation shall be as set forth on Schedule A
attached hereto and made part hereof, as such schedule may be amended
from time to time.
Provided that this Agreement is continued in accordance with Article
IX hereof, the fee schedule set forth in Schedule A hereto is subject
to an annual review and adjustment process. In no event, however, will
the rate of any fee determined solely by the Custodian as set forth on
Schedule A be increased in excess of ten percent (10%) per annum.
Because the Custodian has no control over costs and fees paid for
certain out-of-pocket expenses for services and/or products provided
by outside vendors, the Custodian cannot represent that those expenses
will not increase in excess of ten percent (10%) per annum.
VIII. Responsibility of Custodian/Indemnification
So long as and to the extent that it has exercised reasonable care,
the Custodian shall not be responsible for the title, validity or
genuineness of any property or evidence of title thereto received by
it or delivered by it pursuant to this Agreement and shall be held
harmless in acting upon any notice, request, consent, certificate or
other instrument reasonably believed by it to be genuine and to be
signed by the proper party or parties.
The Custodian shall be entitled to rely on and may act upon advice of
counsel (who may be counsel for the Fund) on all matters, and shall be
without liability for any action reasonably taken or omitted pursuant
to such advice.
The Custodian shall be held to the exercise of reasonable care in
carrying out the provisions of this Agreement but shall be liable only
for its own negligent or bad faith acts or failures to act. The Fund
shall indemnify the Custodian and hold it harmless from and against
all claims, liabilities and expenses (including attorneys' fees) which
the Custodian may suffer or incur on account of being Custodian
hereunder, except to the extent such claims, liabilities and expenses
are caused by the Custodian's own negligence or bad faith.
Notwithstanding the foregoing, nothing contained in this paragraph is
intended to nor shall it be constructed to modify the standards of
care and responsibility set forth in Section I of Article II hereof
with respect to subcustodians and in Section J(6) of Article II hereof
with respect to the Securities System. The provisions of this
paragraph shall survive termination of this Agreement.
If the Fund requires the Custodian to take any action with respect to
securities, which action involves the payment of money or which action
may, in the reasonable opinion of the Custodian, result in the
Custodian or its nominee being liable for the payment of money or
incurring liability of some other form, the Fund, as a prerequisite to
requiring the Custodian to take such action, shall provide indemnity
to the Custodian in an amount and form satisfactory to it.
IX. Effective Period, Termination and Amendment
This Agreement shall become effective as of the date hereof, and
unless terminated as provided, shall continue in force for one (1)
year from the date of its execution and thereafter from year to year,
provided continuance after the one (1) year period is approved at
least annually by either the vote of a majority of the Directors of
the Fund or by the vote of a majority of the outstanding voting
securities of the Fund. As used in this Article IX, the term "vote of
a majority of the outstanding voting securities" shall have the
meaning specified in the 1940 Act and the rules enacted thereunder as
now in effect or as hereafter amended. This Agreement may at any time
be terminated on ninety (90) days' written notice by either party;
provided that the Fund shall not amend or terminate this Agreement in
contravention of any applicable federal or state regulations, or any
provision of the Articles of Incorporation, and further provided, that
the Fund may at any time by action of its Directors (i) substitute
another bank or trust company for the Custodian by giving notice as
described above to the Custodian, or (ii) immediately terminate this
Agreement in the event of the appointment of a conservator or receiver
for the Custodian by the applicable federal regulator or, (iii) upon
the happening of a like event at the direction of an appropriate
regulatory agency or court of competent jurisdiction.
Upon termination of the Agreement, the Fund shall pay the Custodian
any fees due and owing and any fees incurred as a result of the
termination transfer of assets, and shall reimburse the Custodian for
all costs, expenses and disbursements that are due as of the date of
such termination. The provisions of this paragraph shall survive
termination of this Agreement.
X. Successor Custodian
If a successor custodian is appointed by the Directors of the Fund,
the Custodian shall, upon termination, deliver to such successor
custodian at the office of the Custodian, duly endorsed and in the
form for transfer, all securities and other assets of the Fund then
held by it hereunder. The Custodian shall also deliver to such
successor custodian copies of such books and records relating to the
Fund as the Fund and Custodian may mutually agree.
In the event that no written order designating a successor custodian
or certified copy of a vote of the Board of Directors shall have been
delivered to the Custodian on or before the date when such termination
shall become effective, then the Custodian shall have the right to
deliver to a bank or trust company doing business in either the state
in which the Fund or the Custodian maintains its principal place of
business, and having an aggregate capital, surplus and undivided
profits, as shown by its last published report, of not less than
$25,000,000, all securities, funds and other properties held by the
Custodian and all instruments held by the Custodian relative thereto
and all other property held by it under this Agreement. Thereafter,
such bank or trust company shall be the successor of the Custodian
under this Agreement. The Custodian shall, in like manner, upon
receipt of a certified copy of a vote of the Directors of the Fund,
deliver at the office of the Custodian such securities, funds and
other properties in accordance with such vote.
In the event that securities, funds and other properties remain in the
possession of the Custodian after the date of termination hereof owing
to failure of the Fund to procure the certified copy of vote referred
to, or of the Board of Directors to appoint a successor custodian, the
Custodian shall be entitled to fair compensation for its services
during such period as the Custodian and retain possession of such
securities, funds and other properties and the provisions of this
Agreement relating to the duties and obligations of the Custodian
shall remain in fall force and effect.
X1. Interpretive and Additional Provisions
In connection with the operation of this Agreement, the Custodian and
the Fund may from time to time agree on such provisions interpretive
of, or in addition to, the provisions of this Agreement as may in
their joint opinion be consistent with the general tenor of this
Agreement. Any such interpretive or additional provisions shall be in
writing signed by both parties and shall be annexed hereto, provided
that no such interpretive or additional provisions shall contravene
any applicable federal or state regulations or any provision of the
Articles of Incorporation of the Fund. No interpretive or additional
provisions made as provided in the preceding sentence shall be deemed
to be an amendment of this Agreement.
XII. Delaware Law to Apply
This Agreement shall be deemed to be a contract made in Delaware and
governed by Delaware law. If any provision of this Agreement shall be
held or made invalid by a court decision, statute, rule or otherwise,
the remainder of this Agreement shall not be affected thereby. This
Agreement shall be binding and shall inure to the benefits of the
parties hereto and their respective successors.
IN WITNESS WHEREOF, each of the parties has caused this instrument to
be executed in its name and on behalf by its duly authorized
representative and its seal to be hereunder affixed as of the date
first written above.
BERWYN FUND, INC.
By: ▇▇▇▇▇▇
▇. ▇▇▇▇▇▇
President
WILMINGTON TRUST COMPANY
By: ▇▇▇▇▇
▇. ▇▇▇▇▇▇▇▇
Vice President
SCHEDULE A
BERWYN FUND, INC.
FEE SCHEDULE
For the services Wilmington Trust Company (the "Custodian")
provides under this Custody Agreement, the Fund agrees to pay the
Custodian a fee payable monthly expressed as follows:
Berwyn Fund, Inc. An annual fee based upon the
daily average net
assets as follows:
.02 % on the first $50 million
.015% on the assets in excess of
$50 million
subject to a minimum fee of $500
per month,
plus $15 per purchase, sale or
maturity of a
portfolio security,
plus all out-of-pocket expenses.
2