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:                Robert 
E. Killen             
									      President

						WILMINGTON TRUST COMPANY

							By:               David 
P. Fontello             
								     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