......... FIRST AMENDMENT TO THE
......... AMENDED AND RESTATED CUSTODY AGREEMENT
.........This First Amendment to the Amended and Restated Custody Agreement
dated December 8, 1993 (the "Custody Agreement") by and between TWEEDY, XXXXXX
FUND INC. (the "Company"), on behalf of its Tweedy, Xxxxxx Global Value Fund and
Tweedy, Xxxxxx American Value Fund (formerly, Tweedy, Xxxxxx Value Fund)
(individually a "Fund" and collectively, the "Funds") and BOSTON SAFE DEPOSIT
AND TRUST COMPANY (the "Custodian") is entered into as of the 31st day of
December, 1996.
.........WHEREAS, the Company and the Custodian have entered previously
into the Custody Agreement; and
.........WHEREAS, the Company and the Custodian wish to amend certain
provisions of the Custody Agreement pursuant to Section 14(e) of said Agreement.
.........NOW, THEREFORE, the parties hereto agree to amend the Custody
Agreement as follows:
1.......Section 12. Term and Termination is hereby deleted in its entirety
and the following is substituted --------------------- therefor:
Section 12. Term and Termination.
.........(a) The Custody 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 or the then-current Renewal
Term, the Custody Agreement shall automatically renew for successive terms of
one (1) year ("Renewal Term"), unless either the Company or Custodian provides
written notice to the other of its intent not to renew. Such notice must be
received sixty (60) days prior to the expiration of the Initial Term or the
then-current Renewal Term. Not less than one-hundred fifty (150) days prior to
the expiration of the Initial Term or then-current Renewal Term, if either party
wishes to modify the fees listed in the Schedule 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, it
shall be accompanied by a certified resolution of the Board of Directors of the
Company, electing to terminate the Custody Agreement and designating a successor
custodian or custodians, which shall be a person qualified to so act under the
0000 Xxx. All expenses associated with the movement of records and materials and
conversion thereof to a successor custodian will be borne by the Company.
.........(d) In the event a termination notice is given by the Custodian, the
Company shall, on or before the termination date, deliver to the Custodian a
certified resolution of the Board of Directors of the Company, designating a
successor custodian or custodians. In the absence of such designation by the
Company, the Company shall, upon the date specified in the notice of termination
of the Custody Agreement and upon the delivery by the Custodian of all
Securities (other than Securities held in the Book-Entry System which cannot be
delivered to the Funds) and monies then owned by the Funds, be deemed to be its
own custodian and the Custodian shall thereby be relieved of all duties and
responsibilities pursuant to the Custody Agreement, other than the duty with
respect to Securities held in the Book-Entry System which cannot be delivered to
the Funds.
.........(e) Upon the date set forth in such notice under paragraph (d) of this
Section 12, the Custody Agreement shall terminate to the extent specified in
such notice, and the Custodian shall, upon receipt of a notice of acceptance by
the successor custodian on that date, deliver directly to the successor
custodian all Securities and monies then held by the Custodian on behalf of the
Funds, after deducting all fees, expenses and other amounts for the payment or
reimbursement of which it shall then be entitled.
.........(f) If the Board of Directors of the Company determines in good faith
in the exercise of its fiduciary duties that the Custodian has materially
breached it 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 the Custodian of that determination and provide the
Custodian with an opportunity to cure such breach or service deficiency during
the sixty (60) day period following the date of such notice. If the Custodian 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 level considered by the
Board of Directors to be adequate, the Company may terminate this Agreement by
giving the Custodian not less than sixty (60) days prior written notice. The
Custodian will have parallel termination rights with respect to any 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 services performed or failed to be
performed prior to such termination under this Agreement or its otherwise or
rights of the Custodian to payment of its fees and out-of-pocket expenses.
2........All other terms and conditions of the Custody Agreement shall remain in
full force and effect.
.........IN WITNESS WHEREOF, the parties hereto have caused this Amendment
to be executed on the date set forth above.
TWEEDY, XXXXXX FUND INC. on behalf of Tweedy, Xxxxxx Global Value Fund and
Tweedy, Xxxxxx American Value Fund
By:......
Name:
Title:
BOSTON SAFE DEPOSIT AND TRUST
COMPANY
By:......
Name:
Title:
