AMENDMENT TO THE INVESTMENT ADVISORY AGREEMENT RELATING TO THE
INVESTMENT OF ASSETS OF TWEEDY, XXXXXX GLOBAL VALUE FUND
THIS AMENDMENT TO THE INVESTMENT ADVISORY AGREEMENT
(the "Amendment"), effective as of October 15, 2017, is made by
and between Tweedy, Xxxxxx Fund Inc., a Maryland corporation
(the "Company") (with respect to its series, the Tweedy, Xxxxxx
Global Value Fund (the "Fund")), and Tweedy, Xxxxxx Company LLC,
a Delaware limited liability company (the "Adviser," and,
together with the Company, the "Parties"), and amends certain
provisions of the Investment Advisory Agreement, dated May 29,
1998 by and between the Parties relating to the Fund (the
"Agreement").
WHEREAS, the Adviser, of its own volition and not at
the request or suggestion of the Company, has proposed to amend
the Agreement as set forth herein; and
WHEREAS, the exclusive purpose of this Amendment is to
effect a reduction in the advisory fee payable by the Company on
assets in excess of the amount set forth herein after the
effective date hereof and to effect no other change to the
Agreement or the services to be rendered by the Adviser
thereunder.
NOW, THEREFORE, in consideration of the foregoing
preamble and recital, which shall constitute a part of this
Amendment, and the mutual promises contained in this Amendment,
and intending to be legally bound thereby, the Parties agree as
follows.
1. Amendment to the Agreement. Section 4(a) to the Agreement
is hereby amended to read in its entirety as follows:
"(a) Subject to paragraph 2(a), the Company
agrees to pay to the Adviser out of the Fund's assets,
and the Adviser agrees to accept as full compensation
for all services rendered by or through the Adviser, a
fee computed daily and payable monthly in arrears in
an amount equal on an annualized basis to the sum of
(i) 1.25% on the first $10.3 billion of the Fund's
daily average net asset value, and (ii) 0.75% on the
remaining amount, if any, of the Fund's daily average
net asset value. For any period less than a month
during which this Agreement is in effect, the fee
shall be pro-rated according to the proportion which
such period bears to a full month of 28, 29, 30 or 31
days, as the case may be. Such payments shall be made
in arrears; provided, however, that if the Adviser so
requests, the Company will pay as often as weekly an
amount equal to 75% of the amount of fees then accrued
and not yet paid with the balance at the end of the
month."
2. Binding Effect. This Amendment shall inure to the benefit
of and be binding upon the Parties and their successors and
assigns.
3. Agreement in Effect. Except as hereby amended, the
Agreement shall remain in full force and effect in accordance
with its terms.
4. Governing Law. This Amendment and the rights and
obligations of the parties hereunder shall be governed by, and
construed and interpreted in accordance with, the internal laws
of the State of New York.
5. Severability. Any section, clause, sentence, provision,
subparagraph or paragraph of this Amendment held by a court of
competent jurisdiction to be invalid, illegal or ineffective
shall not impair, invalidate or nullify the remainder of this
Amendment, but the effect thereof shall be such section, clause,
sentence, provision, subparagraph or paragraph so held to be
invalid, illegal or ineffective.
6. Counterparts. This Amendment may be executed in multiple
counterparts, any one of which need not contain the signature of
more than one party, but all such counterparts taken together
shall constitute one and the same instrument.
[Remainder of Page Intentionally Left Blank]
IN WITNESS WHEREOF, the parties hereto have signed this
Amendment as of the 21st day of November, 2017.
TWEEDY, XXXXXX FUND INC.
with respect to the Tweedy,
Xxxxxx Global Value Fund
By: _______________________
Name: Xxxxxx X. Xxxxxxx
Title: President
TWEEDY, XXXXXX COMPANY LLC
By: _______________________
Name: Xxxxxx X. Xxxxxxx, Xx.
Title: Managing Director
