THE BERWYN FUNDS

ROTH Individual Retirement Account

THE BERWYN FUNDS

ROTH Individual Retirement Account



Application Instructions					1

Roth IRA Disclosure Statement				2

Custodial Account Agreement				6

Application, Adoption Agreement
& Beneficiary Designation					11

Transfer Authorization Form				13

Rollover/Conversion Certification Form		15















APPLICATION INSTRUCTIONS
DO NOT USE THIS FORM FOR EDUCATION, SEP,  SIMPLE OR TRADITIONAL IRAs.
1	HOW TO COMPLETE THE ENCLOSED FORMS:




If you are opening a Roth IRA which will not contain contributions 
that have been transferred from another Roth IRA or a Traditional IRA:

* To establish a Roth IRA, please complete the "Application, Adoption 
Agreement and Beneficiary Designation" (Application).  Please note 
that the Applicant's name must be that of an individual, not a 
business.

* If you are opening a Roth IRA for your spouse who is unemployed or 
earns less than you earn, a separate Application must be completed by 
your spouse.

* The maximum allowable contribution to your Roth IRA is the lesser of 
(a) $2,000 or (b) 100% of your compensation or earnings from self-
employment.  If your spouse is not employed or earns less than you 
earn, your spouse may also contribute to a Roth IRA.  The maximum 
contribution to your spouse's Roth IRA is the lesser of (a) $2,000, or 
(b) the combined compensation of both spouses, minus the dollar amount 
of the IRA contribution made by the compensated (or more highly 
compensated) spouse. The total contribution to each individual's IRAs 
(deductible, non-deductible and Roth) combined cannot exceed these 
limits. There is a phase-out of eligibility to make a Roth IRA 
contribution if your adjusted gross income (AGI) is between $95,000 
and $110,000 for single filers, between $150,000 and $160,000 for 
married joint filers and between $0 and $10,000 for a married separate 
filer.

* The minimum initial investment per Fund is $1,000.  If you are 
dividing your contribution between Roth IRAs for yourself and your 
spouse, the amounts invested per Fund in each account will be combined 
for the purpose of satisfying the minimum initial investment. 
Prospectuses for the Funds may be obtained from the Fund at 1-800-992-
6757.  Please be sure to read the prospectus carefully before 
investing.

* Please be sure to read carefully the "Terms and Conditions of the 
Roth IRA Adoption Agreement" in Section 5 of the Application.  There 
is a $10.00 annual custodial maintenance fee on each account in the 
Fund.

* Please make checks payable to THE BERWYN FUNDS.  If you are dividing 
your contribution between yourself and your spouse's Roth IRA, only 
one check, with instructions on how to allocate the contribution 
between accounts, needs to be included with both Applications.

If you are opening a Roth IRA which will contain contributions which 
have been transferred from another Roth IRA or a Traditional IRA:

* Please read and follow the general instructions above for 
establishing a Roth IRA.  Be sure to note on the Application that your 
contribution is a transfer, a rollover from another Roth IRA, or a 
Conversion Roth IRA.

* You may not establish a Conversion Roth IRA in any tax year in which 
your adjusted gross income exceeds $100,000, or if you are married and 
filing separately.

* To transfer the distribution from your current Roth IRA directly 
from that plan to your BERWYN FUNDS Roth IRA, please complete a 
"Transfer Authorization Form".

* To certify that the contribution you are making to the Roth IRA is a 
rollover from a Roth IRA or a converted Traditional IRA, please 
complete the "Rollover/Conversion Certification Form."  Rollovers and 
Conversions must be completed within 60 calendar days of the date you 
receive the distribution.

2  MAIL THE COMPLETED APPLICATION AND CHECK (IF APPLICABLE) TO:





		First Class Mail:				Overnight 
Express:
		THE BERWYN FUNDS			THE BERWYN FUNDS
		Attn: THE BERWYN FUNDS IRA		Attn: THE BERWYN 
FUNDS IRA
		PO Box 8987				400 Bellevue Pkwy 
Suite 108
		Wilmington, DE 19899-8987		Wilmington, DE  
19809-3710
							1-800-992-6757



ROTH INDIVIDUAL RETIREMENT ACCOUNT DISCLOSURE STATEMENT

The following information is the disclosure statement required by 
Federal Tax regulations.  You should read this disclosure statement, 
the Custodial Account Agreement, and the prospectuses for the Funds in 
which your BERWYN FUNDS Roth Individual Retirement Account (Roth IRA) 
contributions will be invested.

REVOCATION OF YOUR ROTH IRA                     

You have the right to revoke your BERWYN FUNDS Roth IRA and receive 
the entire amount of your initial contribution by notifying PNC Bank, 
National Association, the Custodian of your BERWYN FUNDS Roth IRA, in 
writing within seven (7) days of establishment of your Roth IRA.  If 
you revoke your Roth IRA within seven days, you are entitled to a 
return of the entire amount paid by you, without adjustment for such 
items as sales commission, administrative expenses, or fluctuations in 
market value.  If you decide to revoke your Roth IRA, notice should be 
delivered or mailed to:

		First Class Mail:				Overnight 
Express:      
		PNC Bank, National Association		PNC Bank, 
National Association
		c/o PFPC Inc.				c/o PFPC Inc.
		Attn: THE BERWYN FUNDS Roth IRA	Attn:  THE BERWYN 
FUNDS Roth IRA
		PO Box 8987				400 Bellevue Pkwy 
Suite 108
		Wilmington, DE  19899-8987		Wilmington, DE  
19809-3710
							1-800-992-6757

	This notice should be signed by you and include the following:

		1.	The date;
		2.	A statement that you elect to revoke your 
BERWYN FUNDS Roth IRA;
		3.	Your BERWYN FUNDS Roth IRA account number;
		4.	The date your BERWYN FUNDS Roth IRA was 
established;
		5.	Your signature and your printed or typed name.

Mailed notice will be deemed given on the date that it is postmarked, 
if it is deposited in the United States mail, first class postage 
prepaid and properly addressed.  This means that if you mail your 
notice it must be postmarked on or before the seventh day after your 
BERWYN FUNDS Roth IRA was opened.  A revoked Roth IRA will be reported 
to the Internal Revenue Service and the Depositor on Forms 1099-R and 
5498.

YOUR ROTH INDIVIDUAL RETIREMENT ACCOUNT

You have opened a BERWYN FUNDS Roth Individual Retirement Account 
which is an account for the exclusive benefit of you and your 
beneficiaries, created by a written instrument (the Custodial Account 
Agreement).  The following requirements apply to your BERWYN FUNDS 
Roth IRA:  
		1.	Contributions, transfers and rollovers may be 
made only in "cash" by check, draft, or other form acceptable to the 
Custodian;
		2.	The Custodian must be a bank;
		3.	No part may be invested in life insurance;
		4.	Your interest must be nonforfeitable;
		5.	The assets of the custodial account may not be 
mixed with other property except in a common investment fund; 
		6.	There is no age limit on contributions as long 
as you have earned income;
		7.	Your adjusted gross income must be within the 
eligibility limits (discussed under "Contributions" below); and
		8.	There are no mandatory withdrawals during your 
lifetime.

CONTRIBUTIONS                                                                

The maximum allowable contribution to your Roth IRA is the lesser of 
(a) $2,000 or (b) 100% of your compensation or earnings from self-
employment.  If your spouse is not employed or earns less than you 
earn, your spouse may also contribute to a Roth IRA.  The maximum 
contribution to your spouse's Roth IRA is the lesser of (a) $2,000, or 
(b) the combined compensation of both spouses, minus the dollar amount 
of the IRA contribution made by the compensated (or more highly 
compensated) spouse. The total contribution to each individual's IRAs 
(deductible, non-deductible and Roth) combined cannot exceed these 
limits.

Contributions can be made to a Roth IRA past age 70 -1/2 as long as 
the above requirements of earned income are met.

There is a phase-out of eligibility to make a Roth IRA contribution if 
your adjusted gross income (AGI) is between certain levels.
For a single depositor, the $2,000 maximum annual contribution is 
phased out to zero between AGI of $95,000 and $110,000; for a married 
depositor who files jointly, between AGI of $150,000 and $160,000; and 
for a married depositor who files separately, between $0 and $10,000.  
Single filers with AGI above $110,000, joint filers with AGI above 
$160,000 and married separate filers with AGI above $10,000 in 1998 
may not contribute to a Roth IRA.



Conversion IRA Rollovers

You may only convert a Traditional IRA into a Conversion Roth IRA if 
your AGI (single or joint) does not exceed $100,000 and you do not 
file married and separately.  If a distribution is converted from a 
Traditional IRA, i.e. deposited to your BERWYN FUNDS Roth IRA within 
60 calendar days of receipt, the amount converted will be taxed as 
ordinary income, except that the amount of any distribution from the 
Traditional IRA which represents non-deductible contributions is not 
taxed. The IRS enforces the 60-day time limit strictly.  The 10% 
penalty for distributions under age 59-1/2 will not apply to the 
amount converted if held in your Conversion Roth IRA for at least five 
years and certain other criteria are met.  See the section on Taxation 
of Distributions below.  The rules regarding conversions to Roth IRAs 
are complex and you should consult your tax advisor prior to rolling 
over all or any part of a distribution.

EXCESS CONTRIBUTIONS                                                         

Amounts contributed to your BERWYN FUNDS Roth IRA in excess of the 
allowable limit will be subject to a non-deductible excise tax of 6% 
for each year until the excess is used up as an allowable contribution 
(in a subsequent year) or returned to you.  A distribution of excess 
contributions may be subject to the 10% excise tax on early 
distributions discussed below. The 6% excise tax will not apply if the 
excess contribution and earnings applicable to it are distributed by 
the due date for your Federal Income Tax Return, including extensions.

INCOME TAX DEDUCTION

Your contribution is not deductible on your Federal Income Tax Return.

TAXATION OF DISTRIBUTIONS                                                   

Contributory Roth IRAs

Any distribution, or portion of any distribution, which consists of 
the return of contributions you made to your BERWYN FUNDS Roth IRA is 
not subject to federal income tax.  For federal income tax purposes, 
contributions are presumed to be withdrawn first.  The earnings on 
your contributions will not be subject to federal income tax when 
withdrawn if the assets being withdrawn have been in your Roth IRA for 
at least five (5) years, and any one of the following criteria is also 
met:
1. you are over the age of 59-1/2, or
2. used to purchase a first home, up to $10,000, or
3. made because you became disabled, or
4. due to your death.
All distributions made prior to the five-year holding period, 
regardless of the reason, are subject to ordinary income tax on the 
earnings plus a 10% penalty tax on early distributions.  Exceptions to 
the 10% penalty are described below in the section on Early 
Distributions under Penalty Tax on Certain Transactions.

Rollovers from one Roth IRA to another Roth IRA are permitted within 
the 60 calendar day period after receipt.  The amount rolled over 
within 60 days will not be taxable.  The IRS enforces the 60-day time 
limit strictly.  Rollovers from a Roth IRA to a Regular IRA are not 
permitted.

Conversion Roth IRAs

The five-year holding period applies separately to each year's 
converted IRA funds.  For example, a conversion in 1998 and a second 
conversion in 2000 would have two different five-year periods, one 
ending in 2003 and one ending in 2005, with non-taxable distributions 
being available if the other criteria above are met beginning in the 
sixth year after the conversion.  IRS penalties, in addition to the 
10% premature distribution penalty which applies if you are under age 
59-1/2, may apply if you withdraw from a Conversion Roth IRA prior to 
the five-year period.

Distributions under $10 will not be reported to you on IRS Form 1099-R 
as allowed under IRS regulations.  However, you must still report 
these distributions to the IRS on IRS Form 1040 as well as other forms 
which may be required to properly file your tax return.

PENALTY TAX ON CERTAIN TRANSACTIONS                                         

Excess Contributions

If you make an excess contribution to your Roth IRA and it is not 
corrected on a timely basis, an excise tax of 6% is imposed on the 
excess amount.  This tax will apply each year to any part or all of 
the excess which remains in your account.







Early Distributions

All distributions made prior to the five-year holding period, 
regardless of the reason, are subject to ordinary income tax on the 
earnings plus the 10% penalty tax on early distributions.  The 
distribution is subject to the penalty tax unless the distribution is 
the result of one of the following exceptions:
1. you are over age 59-1/2, or
2. due to death, or
3. made because you became disabled, or 
4. used specifically for deductible medical expenses which exceed 7.5% 
of your adjusted gross income, or 
5. used for health insurance cost due to your unemployment, or 
6. used for higher education defined in section 529(e)(3) of the 
Internal Revenue Code, or
7. used to cover expenses of first time home purchase up to $10,000, 
or
8. part of a scheduled series of substantially equal payments over 
your life, or over the joint life expectancy of you and a beneficiary. 
If you request a distribution in the form of a series of substantially 
equal payments, and you modify the payments before 5 years have 
elapsed and before attaining age 59-1/2, the penalty tax will apply 
retroactively to the year payments began through the year of such 
modification.
The 10% penalty tax is in addition to any federal income tax that is 
owed at distribution.  For more information on the 10% penalty tax and 
the exceptions listed above, consult IRS Publication 590.

	Required Distributions

You are not required to take distributions from your Roth IRA during 
your lifetime.
	
ADDITIONAL INFORMATION ON DISTRIBUTIONS                                     

A Roth IRA distribution request form is available from the Custodian, 
and should be obtained and used to request any distribution from your 
Roth IRA.

PROHIBITED TRANSACTIONS                                 

If you or your beneficiary engage in any prohibited transaction (such 
as any sale, exchange, borrowing, or leasing of any property between 
you and your Roth IRA; or any other interference with the independent 
status of the account), the account will lose its exemption from tax 
and be treated as having been distributed to you.  The value of the 
earnings on your account will be includable in your gross income.  If 
you are under age 59-1/2, you would also be subject to the 10% penalty 
tax on early distributions.

If you or your beneficiary use (pledge) all or any part of your Roth 
IRA as security for a loan, then the portion so pledged will be 
treated as if distributed to you, and will be taxable to you as a 
nonqualified distribution, and subject to a 10% penalty tax on the 
taxable portion of such distribution if you have not attained age 59-
1/2 during the year which you make such a pledge.

INCOME TAX WITHHOLDING                                                      

The Custodian is required to withhold income tax from any distribution 
from your Roth IRA to you at the rate of 10% unless you choose not to 
have tax withheld.  You may elect out of withholding by advising the 
Custodian in writing, prior to the distribution, that you do not want 
tax withheld from the distribution.  This election may be made on IRS 
Form W-4P, or any other form acceptable to the Custodian.  If you do 
not elect out of tax withholding, you may direct the Custodian to 
withhold an additional amount of tax in excess of 10%, but not more 
than 90%.

ADDITIONAL INFORMATION                                                      

For more detailed information, you may obtain Publication 590, 
Individual Retirement Arrangements (IRAs) from any district office of 
the Internal Revenue Service or by calling 1-800-TAX-FORM.

Any Roth IRA transaction may have tax consequences; consult your tax 
adviser to obtain information about the tax consequences in connection 
with your particular circumstances.

INFORMATION ABOUT YOUR INVESTMENTS                                          

A mutual fund investment involves investment risks, including possible 
loss of principal.  In addition, growth in the value of your account 
is neither guaranteed nor projected due to the characteristics of a 
mutual fund investment.  Detailed information about the shares of each 
mutual fund available for investment by your BERWYN FUNDS Roth IRA 
must be furnished to you in the form of a prospectus.  The method for 
computing and allocating annual earnings is set forth in the 
prospectus.  (See prospectus section entitled "DIVIDENDS.")  If you 
made an initial contribution of $1,000 on the first day of a calendar 
year and no further investment during that year, your contribution 
would also be subject to certain costs and expenses which would reduce 
any yield you might obtain from your investment.  (See the prospectus 
section entitled "EXPENSE TABLE" and the sections referred to 
therein.)  For further information regarding expenses, earnings, and 
distributions, see the fund's financial statements, prospectus and/or 
statement of additional information.


FEES AND CHARGES                                                            

The charges in connection with your BERWYN FUNDS Roth IRA are set 
forth in the Application.  The Custodian may also charge a service fee 
in connection with any distribution from your Roth IRA.

IRS APPROVED FORM                                                           


Your BERWYN FUNDS Roth IRA is the Internal Revenue Service's model 
custodial account contained in IRS Form 5305-RA.  Certain additions 
have been added in Article IX of the form.  By following this form, 
your BERWYN FUNDS Roth IRA meets the requirements of the Internal 
Revenue Code.  However, the IRS has not endorsed the merits of the 
investments allowed under the Roth IRA.  This form cannot be used with 
Education, SEP, SIMPLE or Traditional IRAs.





CUSTODIAL ACCOUNT AGREEMENT
(Under section 408A of the Internal Revenue Code - Form 5305-RA 
(January 1998))

The depositor whose name appears in the accompanying Application is 
establishing a Roth individual retirement account (Roth IRA) under 
section 408A to provide for his or her retirement and for the support 
of his or her beneficiaries after death. 

The custodian, PNC Bank, National Association (PNC Bank), has given 
the depositor the disclosure statement required under Regulations 
section 1.408-6. 

The depositor and the custodian make the following agreement:

ARTICLE I

1.  If this Roth IRA is not designated as a Roth Conversion IRA, then, 
except in the case of a rollover contribution described in section 
408A(e), the custodian will accept only cash contributions and only up 
to a maximum amount of $2,000 for any tax year of the depositor.

2.  If this Roth IRA is designated as a Roth Conversion IRA, no 
contributions other than IRA Conversion Contributions made during the 
same tax year will be accepted.
 
ARTICLE II

The $2,000 limit described in Article I is gradually reduced to $0 
between certain levels of adjusted gross income (AGI).  For a single 
depositor, the $2,000 annual contribution is phased out between AGI of 
$95,000 and $110,000; for a married depositor who files jointly, 
between AGI of $150,000 and $160,000; and for a married depositor who 
files separately, between $0 and $10,000.  In the case of a 
conversion, the custodian will not accept IRA Conversion Contributions 
in a tax year if the depositor's AGI for that tax year exceeds 
$100,000 or if the depositor is married and files a separate return.  
Adjusted gross income is defined in section 408A(c)(3) and does not 
include IRA Conversion Contributions.

ARTICLE III

The depositor's interest in the balance in the custodial account is 
nonforfeitable.

ARTICLE IV

1.   No part of the custodial funds may be invested in life insurance 
contracts, nor may the assets of the custodial account be commingled 
with other property except in a common trust fund or common investment 
fund (within the meaning of section 408(a)(5)).

2.  No part of the custodial funds may be invested in collectibles 
(within the meaning of section 408(m)) except as otherwise permitted 
by section 408(m)(3), which provides an exception for certain gold, 
silver, and platinum coins, coins issued under the laws of any state, 
and certain bullion.

ARTICLE V

1.  If the depositor dies before his or her entire interest is 
distributed to him or her and the grantor's surviving spouse is not 
the sole beneficiary, the entire remaining interest will, at the 
election of the depositor or, if the depositor has not so elected, at 
the election of the beneficiary or beneficiaries, either:

(a)  Be distributed by December 31 of the year containing the fifth 
anniversary of the depositor's death, or
(b)  Be distributed over the life expectancy of the designated 
beneficiary starting no later than December 31 of the year following 
the year of the depositor's death.

		If distributions do not begin by the date described in 
(b), distribution method (a) will apply.

2.  In the case of distribution method 1.(b) above, to determine the 
minimum annual payment for each year, divide the grantor's entire 
interest in the trust as of the close of business on December 31 of 
the preceding year by the life expectancy of the designated 
beneficiary using the attained age of the designated beneficiary as of 
the beneficiary's birthday in the year distributions are required to 
commence and subtract 1 for each subsequent year.

3.  If the depositor's spouse is the sole beneficiary on the 
depositor's date of death, such spouse will then be treated as the 
depositor.





ARTICLE VI

1.  The depositor agrees to provide the custodian with information 
necessary for the custodian to prepare any reports required under 
sections 408(i) and 408A(d)(3)(E), Regulations sections 1.408-5 and 
1.408-6, and under guidance published by the Internal Revenue Service.

2.  The custodian agrees to submit reports to the Internal Revenue 
Service and the depositor as prescribed by the Internal Revenue 
Service.

ARTICLE VII

Notwithstanding any other articles which may be added or incorporated, 
the provisions of Articles I through IV and this sentence will be 
controlling.  Any additional articles that are not consistent with 
section 408A, the related regulations, and other published guidance 
will be invalid.

ARTICLE VIII

This agreement will be amended from time to time to comply with the 
provisions of the Code, related regulations, and other published 
guidance.  Other amendments may be made with the consent of the 
depositor and the custodian.

ARTICLE IX

	1.	All funds in the custodial account (including earnings) 
shall be invested in shares of beneficial interest of any one or more 
of the regulated investment companies managed by the company listed on 
the Application Form ("company") contained in this package or any of 
its subsidiaries or affiliates, and which have been designated by such 
company as eligible for investment under this custodial account, which 
investment companies shall be collectively referred to as "the Funds" 
and which shares shall be collectively referred to as "Fund Shares".  
Fund Shares shall be purchased at the public offering value for Fund 
Shares next to be determined after receipt of the contribution by the 
custodian or its agent.

	2.	The shareholder of record of all Fund Shares shall be 
the custodian or its nominee.

	3.	The depositor shall, from time to time, direct the 
custodian to invest the funds of his/her custodian account in Fund 
Shares.  Any funds which are not directed as to investment will be 
returned to the depositor without being deemed to have been 
contributed to his/her custodial account.  The depositor shall be the 
beneficial owner of all Fund Shares held in the custodial account, and 
the custodian shall not vote any such shares except upon written 
direction of the depositor.

	4.	The custodian agrees to forward, or to cause to be 
forwarded, to every depositor the then-current prospectus(es) of the 
Funds, as applicable, which have been designated by the company as 
eligible for investment under the custodial account and selected by 
the depositor for such investment, and all notices, proxies and 
related proxy soliciting materials applicable to said Fund Shares 
received by it.

	5.	Each depositor shall have the right by written notice 
to the custodian to designate or to change a beneficiary to receive 
any benefit to which such depositor may be entitled in the event of 
his/her death prior to the complete distribution of such benefit.  If 
no such designation is in effect on the depositor's death, or if the 
designated beneficiary has predeceased the depositor, the beneficiary 
shall be the depositor's estate.
	
	6.	(a)	The custodian shall have the right to receive 
rollover and conversion contributions as allowed under IRS Code 
Section 408A, however it is the depositor's responsibility to ensure 
that such rollovers and conversions are eligible to be contributed to 
this Roth IRA.  The custodian reserves the right to refuse to accept 
any property which is not in the form of cash.

		(b)	The custodian, upon written direction of the 
depositor and after submission to the custodian of such documents as 
it may reasonably require, shall transfer the assets held under this 
Agreement (reduced by any amounts referred to in paragraph 8 of this 
Article IX) to a successor Roth Individual Retirement Account or 
directly to the depositor.

Any amounts received or transferred by the custodian under this 
paragraph 6 shall be accompanied by such records and other documents 
as the custodian deems necessary to establish the nature, value and 
extent of the assets and of the various interests therein.

	7.	Without in any way limiting the foregoing, the 
depositor hereby irrevocably delegates to the custodian the right and 
power to amend at any time and from time to time the terms and 
provisions of this Agreement and hereby consents to such amendments, 
provided they shall comply with all applicable provisions of the Code, 
the Treasury regulations thereunder and with any other governmental 
law, regulation or ruling.  Any such amendments shall be effective 
when the notice of such amendments is mailed to the address of the 
depositor indicated by the custodian's records.

	8.	Any income taxes or other taxes of any kind whatsoever 
levied or assessed upon or in respect of the assets of the custodial 
account or the income arising therefrom, any transfer taxes incurred, 
all other administrative expenses incurred, all other administrative 
expenses incurred by the custodian in the performance of its duties 
including fees for legal services rendered to the custodian, and the 
custodian's compensation may be paid by the depositor and, unless so 
paid within such time period as the custodian may establish, shall be 
paid from the depositor's custodial account.  The custodian reserves 
the right to change or adjust its compensation upon 30 days advance 
notice to the depositor.

	9.	The benefits provided hereunder shall not be subject to 
alienation, assignment, garnishment, attachment, execution or levy of 
any kind, and any attempt to cause such benefits to be so subjected 
shall not be recognized, except to such extent as may be required by 
law.

	10.	The custodian may rely upon any statement by the 
depositor when taking any action or determining any fact or question 
which may arise under this Custodial Agreement.  The depositor hereby 
agrees that the custodian will not be liable for any loss or expense 
resulting from any action taken or determination made in reliance on 
such statement.  The depositor assumes sole responsibility for 
assuring that contributions to the custodial account satisfy the 
limits specified in the appropriate provisions of the Code.

	11.	The custodian may resign at any time upon 30 days 
written notice to the depositor and may be removed by the depositor at 
any time upon 30 days written notice to the custodian.  Upon the 
resignation or removal of the custodian, a successor custodian shall 
be appointed within 30 days of such resignation notice and in the 
absence of such appointment, the custodian shall appoint a successor 
unless the Agreement be sooner terminated.  Any successor custodian 
shall be a bank (as defined in section 408(n) of the Code) or such 
other person found qualified to act as a custodian under an individual 
account plan by the Secretary of the Treasury or his delegate.  The 
appointment of a successor custodian shall be effective upon receipt 
by the custodian of such successor's written acceptance which shall be 
submitted to the custodian and the depositor.  Within 30 days of the 
effective date of a successor custodian's appointment, the custodian 
shall transfer and deliver to the successor custodian applicable 
account records and assets of the custodial account (reduced by any 
unpaid amounts referred to in paragraph 8 of this Article IX).  The 
successor custodian shall be subject to the provisions of this 
Agreement (or any successor thereto) on the effective date of its 
appointment.

	12.	The custodian shall, from time to time, in accordance 
with instructions in writing from the depositor, make distributions 
out of the custodial account to the depositor in the manner and 
amounts as may be specified in such instructions (reduced by any 
amounts referred to in Article IX, paragraph 8).  A Roth IRA 
Withdrawal Authorization form is available from the custodian, and 
should be obtained and used to request any distribution from your Roth 
IRA. The custodian assumes (and shall have) no responsibility to make 
any distribution to the depositor (or the depositor's beneficiary if 
the depositor is deceased) unless and until such written instructions 
specify the occasion for such distribution and the elected manner of 
distribution.  Prior to making any such distribution from the 
custodial account, the custodian shall be furnished with any and all 
applications, certificates, tax waivers, signature guarantees, and 
other documents (including proof of any legal representative's 
authority) deemed necessary or advisable by the custodian, but the 
custodian shall not be liable for complying with written instructions 
which appear on their face to be genuine, or for refusing to comply if 
not satisfied such instructions are genuine, and assumes no duty of 
further inquiry.  Upon receipt of proper written instructions as 
required above, the custodian shall cause the assets of the custodial 
account to be distributed in cash and/or in kind, as specified in such 
written instructions.

	13.	No distributions are required to be taken from the Roth 
IRA during the lifetime of the depositor.  If the depositor desires to 
take distributions from the Roth IRA, such distributions of the assets 
of the custodial account shall be made as the depositor shall elect by 
written instructions to the custodian. The recalculation of life 
expectancy of the depositor and/or the depositor's spouse beneficiary 
may be made only at the written election of the depositor.  The 
recalculation of life expectancy of the spouse beneficiary shall only 
be made at the written election of the surviving spouse beneficiary.

	14.	The custodian is authorized to hire agents (including 
any transfer agent for Fund Shares) to perform certain duties 
thereunder.

	15.	This Agreement shall terminate coincident with the 
complete distribution of the assets of the depositor's account.

	16.	All notices to be given by the custodian to the 
depositor shall be deemed to have been given when mailed to the 
address of the depositor indicated by the custodian's records.

	17.	The custodian shall not be responsible for any losses, 
penalties or other consequences to the depositor or any other person 
arising out of the making of, or the failure to make, any contribution 
or withdrawal.

	18.	In addition to the reports required by paragraph (2) of 
Article VI, the custodian shall periodically cause to be mailed to the 
depositor in respect of each such period an account of all 
transactions affecting the custodial account during such period and a 
statement showing the custodial account as of the end of such period. 
If, within 60 days after such mailing, the depositor has not given the 
custodian written notice of any exception or objection thereto, the 
periodic accounting shall be deemed to have been approved and, in such 
case or upon the written approval of the depositor, the custodian 
shall be released, relieved and discharged with respect to all matters 
and statements set forth in such accounting as though the account had 
been settled by judgment or decree of a court of competent 
jurisdiction.

	19.	In performing the duties conferred upon the custodian 
by the depositor hereunder, the custodian shall act as the agent of 
the depositor.  The parties do not intend to confer any fiduciary 
duties on the custodian and none shall be implied.  The custodian 
shall not be liable (and does not assume any responsibility) for the 
collection of contributions, the propriety of any contribution under 
this Agreement, the selection of any Fund Shares for this custodial 
account, or the purpose or propriety of any distribution made, which 
matters are the sole responsibility of the depositor or the 
depositor's beneficiary, as the case may be.

	20.	The custodian shall be responsible solely for the 
performance of those duties expressly assigned to it in this Agreement 
and by operation of law. In determining the taxable amount of a 
distribution, the depositor shall rely only on his or her Federal tax 
records, and the custodian shall withhold Federal income tax from any 
distribution from the custodial account as if the total amount of the 
distribution is includable in the depositor's income.

	21.	Except to the extent superseded by Federal law, this 
Agreement shall be governed by, and construed, administered and 
enforced according to, the laws of the Commonwealth of Pennsylvania, 
and all contributions shall be deemed made in Pennsylvania.



GENERAL INSTRUCTIONS

(Section references are to the Internal Revenue Code unless otherwise 
noted.)

Purpose of Form

Form 5305-RA is a model custodial account agreement that meets the 
requirements of section 408A and has been automatically approved by 
the IRS.  A Roth individual retirement account (Roth IRA) is 
established after the form is fully executed by both the individual 
(depositor) and the custodian.  This account must be created in the 
United States for the exclusive benefit of the depositor or his or her 
beneficiaries.

Do not file Form 5305-RA with the IRS.  Instead, keep it for your 
records.

Unlike contributions to traditional individual retirement 
arrangements, contributions to a Roth IRA are not deductible from the 
grantor's gross income; and distributions after 5 years that are made 
when the grantor is 59 1/2 years of age or older or on account of 
death, disability, or the purchase of a home by a first-time homebuyer 
(limited to $10,000), are not includible in gross income.  For more 
information on Roth IRAs, including the required disclosure the 
depositor can get from the custodian, get Pub. 590, Individual 
Retirement Arrangements (IRAs).

This Roth IRA can be used by a depositor to hold: (1) IRA Conversion 
Contributions, amounts rolled over or transferred from another Roth 
IRA, and annual cash contributions of up to $2,000 from the depositor; 
or (2) if designated as a Roth Conversion IRA (by checking the box on 
the application), only IRA Conversion Contributions for the same tax 
year.

To simplify the identification of funds distributed from Roth IRAs, 
depositors are encouraged to maintain IRA Conversion Contributions for 
each tax year in a separate Roth IRA.






Definitions

Roth Conversion IRA.  A Roth Conversion IRA is a Roth IRA that accepts 
only IRA Conversion Contributions made during the same tax year.

IRA Conversion Contributions.  IRA Conversion Contributions are 
amounts rolled over, transferred, or considered transferred from a 
nonRoth IRA to a Roth IRA.  A nonRoth IRA is an individual retirement 
account or annuity described in section 408(a) or 408(b), other than a 
Roth IRA.

Custodian. The custodian must be a bank or savings and loan 
association, as defined in section 408(n), or any person who has the 
approval of the IRS to act as custodian.

Depositor. The depositor is the person who establishes the custodial 
account.

SPECIFIC INSTRUCTIONS

Article I. The depositor may be subject to a 6 percent tax on excess 
contributions if (1) contributions to other individual retirement 
arrangements of the depositor have been made for the same tax year, 
(2) the depositor's adjusted gross income exceeds the applicable 
limits in Article II for the tax year, or (3) the depositor's and 
spouse's compensation does not exceed the amount contributed for them 
for the tax year.  The depositor should see the disclosure statement 
or Pub. 590 for more information.

Article IX. - Article IX and any that follow it may incorporate 
additional provisions that are agreed to by the depositor and 
custodian to complete the agreement.  They may include, for example, 
definitions, investment powers, voting rights, exculpatory provisions, 
amendment and termination, removal of the custodian, custodian's fees, 
state law requirements, beginning date of distributions, accepting 
only cash, treatment of excess contributions, prohibited transactions 
with the depositor, etc.  Use additional pages if necessary and attach 
them to this form.

Note: Form 5305-RA may be reproduced and reduced in size.


THE BERWYN FUNDS	        Roth IRA APPLICATION
c/o PFPC Inc. PO Box 8987	            ADOPTION AGREEMENT &
Wilmington DE 19899-8987	                 BENEFICIARY DESIGNATION
Page 1 of 2
For assistance in completing this form please
 call 1-800-992-6757.         
th pages must be completed.
1.  Please tell us about yourself:  This information is required in 
order to establish your account.

                                        -        	
First			Middle				Last Name	
			Social Security Number

______________________________________________________________________
________________/______/______
Street									
			             Date of Birth

______________________________________________________________________
______________(____)__________
City								State 	
	Zip Code	          Telephone

2.  Please tell us about your contribution in A.  Please indicate the 
dollar amount or percentage of your contribution you wish to invest in 
each Fund in section B.  The initial investment must be at least 
$1,000 in each fund.
A.  TYPE OF ROTH: (Specify Contributory or Conversion and the type of 
contribution)
  CONTRIBUTORY ROTH
		  CONTRIBUTION - CURRENT YEAR  $____________.   PRIOR 
YEAR  $__________.  (No more than $2,000 per year)
		       
  ROLLOVER - This contribution is a ROLLOVER from a  Contributory ROTH 
IRA which has been completed within 60 days of receipt of the funds.     
Tax year original Roth Established: _______________.

  TRANSFER OF ASSETS - This contribution is a TRANSFER OF ASSETS from 
another Contributory ROTH IRA.  I have attached a 	   completed 
"Transfer of Assets" form. Tax Year Original Roth Established 
________________.

   CONVERSION ROTH:   My income for the current tax year is under 
$100,000 and I am not married filing separately.
	   ROLLOVER - This contribution is a CONVERSION from a 
TRADITIONAL IRA which has been completed within 60 days of receipt of 
the funds.  I realize I must pay ordinary income taxes on the amount 
being converted from the Traditional IRA to the CONVERSION ROTH IRA.

		   TRANSFER OF ASSETS - This contribution is a Transfer 
of Assets from a CONVERSION ROTH IRA.  Date of conversion:_________.

B.   INVESTMENT: (Contributions will be considered CURRENT year if not 
designated above.)
							
THE BERWYN FUND		$                                     OR        
%  ________________

BERWYN INCOME FUND		$                                     OR        
%  ________________

					$                                     
OR       %   ________________

					$                                     
OR       %   ________________

3.  BENEFICIARY DESIGNATION
Complete this section to designate Primary and Contingent 
Beneficiary(ies) to receive, in the event of your death, any benefits 
which may be payable under your Roth IRA.  A beneficiary must survive 
you to receive anything.  If your Primary Beneficiary(ies) do not 
survive you, your Contingent Beneficiary(ies) will receive the funds.  
If more than one person is named and no percentage is indicated, a 
joint tenancy with the right of survivorship will be deemed to have 
been created.  If the beneficiary is a trust, please indicate the date 
of the trust and the trustee(s) name.  You may change your 
beneficiaries at any time by giving written notice to the custodian.

Participant's Designation: In the event of my death, I hereby 
designate the following individuals as the Primary and Contingent 
Beneficiary(ies) to receive all benefits that may become due and 
payable under my BERWYN FUNDS Roth IRA.

Consent of Participant's Spouse: Spousal consent is required in 
community property and marital property states where a Roth IRA 
Depositor wishes to name a beneficiary other than, or in addition to, 
the spouse.  Spouses of Participants who reside in community property 
or marital property states (AZ, CA, ID, LA, NV, NM, TX, WA, WI) must 
sign the consent below.

I hereby consent to and join in the designation of beneficiary(ies) 
below.  I give to the Depositor any interest I have in the funds 
deposited in this account.

______________________________________________________________________
_____________________
Signature of Participant's Spouse (if applicable)			
			Date
(over)

THE BERWYN FUNDS	        Roth IRA APPLICATION
Page 2 of 2	            ADOPTION AGREEMENT &
	                 BENEFICIARY DESIGNATION

Primary Beneficiary(ies):   Please check here if you have attached a 
separate sheet with additional Primary Beneficiaries.  Sign and date 
the sheet.

____________________________________________________      
____________________________________________________
Name					% of Distribution	
	Name					% of Distribution
____________________________________________________      
____________________________________________________
Street								Street
____________________________________________________      
____________________________________________________
City					State     Zip Code	
	City					State    Zip Code
____________________________________________________      
____________________________________________________
Birth Date				Relationship		Birth Date
				Relationship
___________________________________(______)__________      
_________________________________(_______)__________
Social Security Number  			Telephone	
	Social Security Number		     Telephone

Contingent Beneficiary(ies):   Please check here if you have attached 
a separate sheet with additional Contingent Beneficiaries.  Sign and 
date the sheet.

____________________________________________________      
____________________________________________________
Name					% of Distribution	
	Name					% of Distribution
____________________________________________________      
____________________________________________________
Street								Street
____________________________________________________      
____________________________________________________
City					State     Zip Code	
	City					State    Zip Code
____________________________________________________      
____________________________________________________
Birth Date				Relationship		Birth Date
			 	Relationship
___________________________________(______)__________      
__________________________________(______)__________
Social Security Number			Telephone		Social 
Security Number		     Telephone

TERMS AND CONDITIONS OF THE Roth IRA ADOPTION AGREEMENT

Please sign and date this Roth IRA Application Agreement & Beneficiary 
Designation form "Application".  You, the Depositor, acknowledge that 
you have received and read the current Prospectus for each Fund which 
you have designated for investment.

All subsequent contributions will be invested as indicated by you in 
the "Investment" section of this form.  All dividends and 
distributions from the Fund shares held in your Account will be 
reinvested in shares of the Fund from which received.  The custodian, 
upon written instructions from you, may exchange any BERWYN FUNDS  
shares for any other BERWYN FUNDS shares in accordance with the then 
current prospectus.

Custodial Fees: $10.00 annual maintenance fee per account.  The annual 
maintenance fee may be paid by the Depositor in addition to the 
maximum annual contribution to his or her Roth IRA.  If the fee is not 
included, the custodian will deduct the fee from the Account at year-
end or at the time the Account is closed.

The custodian reserves the right to change the custodian fee, but will 
give at least 30 days written notice to the Depositor of any fee 
changes.  The custodian will keep those records, identify and file 
returns and provide other information concerning your Account as 
required of custodians by the Internal Revenue Code and any 
Regulations issued or forms adopted by the Treasury Department of the 
United States.

I (the Depositor) hereby establish a Roth IRA under the terms and 
conditions contained in the accompanying Custodial Account Agreement, 
which is incorporated herein by reference.  The combined instrument is 
hereinafter referred to as the "Agreement."  This Roth IRA becomes 
effective upon written acceptance of this Application by the 
custodian, PNC Bank, National Association, which written acceptance 
shall consist of a confirmation of transaction statement issued by the 
custodian.  The Depositor understands and agrees that the custodian is 
not responsible for any assets until received.  The Depositor 
understands the eligibility requirements for contributing to a Roth 
IRA and assumes all responsibility for each years' contribution, 
ensuring that the contributions are within the limits set forth in 
section 408A and any tax consequences of any type of contribution 
(rollover, conversion or contributory) or distribution from the Roth 
IRA.

I (the Depositor) certify under penalties of perjury that my Social 
Security Number is true, correct and complete and that this number is 
my Taxpayer Identification Number.

Owner's 
Signature_____________________________________________________________
___________     Date________________________

Acceptance by custodian shall consist of a confirmation of transaction 
statement issued by the custodian: PNC Bank, National Association, C/O 
PFPC Inc., 400 Bellevue Parkway, Wilmington, DE 19809.


FOR DEALER USE ONLY

_____________________________________________________________________           
__________________________________________________________________
Broker/Dealer Number						
	Representative's Number




THE BERWYN FUNDS	Transfer of Assets
Page 1 of 2	Roth IRA 
					       Instructions for 
completing this form are provided on page 2
1.  Please tell us about yourself:

                                   
/             /               .
Name  (Exactly as it appears on your current retirement account)	
				        Date of Birth

                                         
-            -               .
Street									
			    Social Security Number

                                             
(            )                 .
City								State 	
	Zip Code	      Daytime Telephone

2.  Please tell us where to invest.  Complete items A, B and C.

A.   I am opening a new account(s) and have attached the		C.      
These are funds from CONVERSION ROTH IRA.
           required application or documents.			
		Date Converted: ________________
      Deposit the proceeds into my existing Roth IRA.	
									       
	These are Roth Contribution monies.	
B.   Please purchase into the following funds or account:.		
	Tax Year of First Contribution: ______________.		
			

THE BERWYN FUND		$                                     OR        
%  ________________

BERWYN INCOME FUND	$                                     OR        
%  ________________

					$                                     
OR       %   ________________

					$                                     
OR       %   ________________

3.  Please tell us about your current plan and authorize the transfer 
from your current custodian.
* Check with your current custodian for the correct address and if 
they need a signature guarantee to avoid delays.
* Attach a copy of a current statement if possible.

TRANSFER OF ASSETS CAN ONLY OCCUR BETWEEN ROTH IRAs.

________________________________________________________
Name of current Custodian or Agent

________________________________________________________
Address of current Custodian or Agent

________________________________________________________
City					State	Zip Code

(          )                                               Telephone 
Number of Custodian

I authorize the transfer of assets as noted above to my  BERWYN FUNDS 
Roth IRA and authorize THE BERWYN FUNDS and PNC Bank, N.A. to process 
this request on my behalf.  I understand it is my responsibility to 
assure the prompt transfer of assets by the current custodian.  I have 
read and understand all information in the instructions.


________________________________________________________
Signature of Roth IRA Depositor (Required)		Date



________________________________________________________
Signature Guarantee Stamp and Signature
(If required by your current custodian or transfer agent)
Please transfer the following investments to PNC Bank, N.A. as 
custodian for THE BERWYN FUNDS Roth IRA.

For Certificate of Deposits   Immediately  At Maturity  __________
							Date

1._______________________________________________________
Fund Name or Type of Investment to be transferred

_________________________________________________________
Account Number for Investment 1
 Entire Account		 Partial $____________________

2 _______________________________________________________
Fund Name or Type of Investment to be transferred

_________________________________________________________
Account Number for Investment 1
 Entire Account		 Partial $____________________

TO BE COMPLETED BY PNC BANK CUSTODIAN ONLY
ISSUE CHECK PAYABLE TO:

THE BERWYN FUNDS FBO:_________________________________

Account No:_______________________________________________

SSN:  ____________________________________________________

(over)
THE BERWYN FUNDS	Transfer of Assets
Page 2 of 2	Roth IRA 

INSTRUCTIONS TO THE SHAREHOLDER (PLEASE READ CAREFULLY):

This form will be used by BERWYN FUNDS to initiate a transfer of 
assets on your behalf from an existing Roth IRA as designated on this 
form to your Roth IRA plan at BERWYN FUNDS. Please remember that a 
TRANSFER OF ASSETS can only occur between two ROTH IRAs.  If you are 
requesting a ROLLOVER or a Conversion IRA, please complete the 
ROLLOVER CERTIFICATION FORM.  For certificate of deposits please 
indicate if you wish to have the funds transferred immediately, which 
may incur a redemption penalty if they have not matured, or at 
maturity.  We can not accept requests to transfer assets from 
certificates more than 60 days prior to their maturity.  When 
completed, please return the signed form, a copy of your current 
custodian's statement, and the appropriate new account application for 
your Roth IRA if required to:

First Class Mail				Overnight Mail:
THE BERWYN FUNDS			THE BERWYN FUNDS
C/O PFPC Inc.				C/O PFPC Inc.
PO Box 8987				400 Bellevue Pkwy Suite 108
Wilmington DE 19899-8987		Wilmington DE 19809-3710

Insufficient information or incorrect forms will result in delays in 
processing your instructions.  If you need assistance in completing 
this form please contact our Customer Service Representatives at 1-
800-992-6757.  We would be happy to help you.  If you need additional 
forms please call 1-800-992-6757.



INSTRUCTIONS TO RESIGNING CUSTODIAN/TRANSFER AGENT:

Please liquidate the Depositor's account(s) ONLY IF THEY ARE ROTH 
IRAs, as specified in section 3.  Issue a check payable as indicated 
in section 3 and mail along with any other instructions to:

First Class Mail				Overnight Mail:
THE BERWYN FUNDS			THE BERWYN FUNDS
C/O PFPC Inc.				C/O PFPC Inc.
PO Box 8987				400 Bellevue Pkwy Suite 108
Wilmington DE 19899-8987		Wilmington DE 19809-3710




ACCEPTANCE BY PNC BANK, NATIONAL ASSOCIATION AS CUSTODIAN:

PNC Bank, National Association (PNC Bank, N.A.), accepts its 
appointment as custodian of the above referenced Roth IRA account and 
has established a Roth IRA as indicated by the shareholder on the 
front of this form under the relevant IRS guidelines for Roth IRAs 
under the shareholder's name in BERWYN FUNDS.  BERWYN FUNDS and PNC 
Bank, N.A., as custodian, cannot accept assets other than cash.  Upon 
receipt of the check, the proceeds will be credited to the named 
shareholder's account.

Accepted by PNC Bank, N.A., as custodian for THE BERWYN FUNDS.

__________________________________________________	
	_________________________
Authorized Representative of PNC Bank, N.A.				
	Date






THE BERWYN FUNDS		ROLLOVER/CONVERSION
		CERTIFICATION FORM

Use this form to certify a rollover distribution from your current 
Roth IRA or eligible conversion distribution from a Traditional IRA to 
your BERWYN FUNDS Roth IRA.  You must complete the rollover within 60 
calendar days of your receipt of that distribution.

                                             
-             -           .
First			Middle				Last Name	
			Social Security Number

                                                            
     /            .
Street									
			       Date of Birth

                                               
(            )             .
City								State 	
	Zip Code	          Telephone

TYPE OF ROLLOVER CONTRIBUTION (Please check one)

	Roth IRA Rollover - A distribution from another Roth IRA which 
is being rolled over into your BERWYN FUNDS Roth IRA within 60 days of 
receipt. Note that 365 days must have passed since you last received a 
rollover distribution from the distributing Roth IRA.

	Traditional IRA Conversion Distribution - A distribution from 
a regular (traditional) IRA which is being converted and/or rolled 
over into your BERWYN FUNDS Conversion Roth IRA within 60 days of 
receipt.  Ordinary income taxes must be paid on the distribution in 
the year of the distribution, with the exception that income taxes in 
respect to distributions taken in 1998 must be paid over four years.

	Qualified Domestic Relations Order Distribution.

CERTIFICATION

I certify that the contribution described above is an eligible Roth 
IRA rollover/conversion contribution and that I am rolling over this 
contribution within 60 calendar days of my receipt of that 
distribution.  I understand that this rollover is irrevocable and 
involves important tax considerations. Other tax considerations may 
also apply.

I agree that I am solely responsible for all tax consequences of this 
rollover contribution.  I also agree that the Roth IRA custodian shall 
have no responsibility for any tax consequences.

I have read and understand and agree to be legally bound by the terms 
of this form.  I also understand that the Roth IRA custodian will rely 
on this form when accepting my rollover/conversion contribution.  I 
understand I am not eligible for a Conversion if my adjusted gross 
income exceeds $100,000 or I am married and filing separately.  I 
understand that this rollover/conversion is irrevocable and may not be 
reversed in the future.  I also understand that I am responsible for 
the movement of the rollover/conversion to my successor Roth IRA, and 
that PNC Bank, National Association and PFPC Inc. have no duty to 
enforce the collection of any assets to be rolled over to my BERWYN 
FUNDS Roth IRA.



______________________________________________________________________
___________________________
Depositor's Signature							
				Date



THE BERWYN FUNDS	        Roth IRA
c/o PFPC Retirement Plan Services	WITHDRAWAL AUTHORIZATION
PO Box 8987  Wilmington DE 19899-8987	AND INSTRUCTIONS FOR 
DISTRIBUTION
Page 1 of 2
For assistance in completing this form please call our customer 
service at 1-800-992-6757.
Please tell us about yourself:

NAME:_________________________________________________________________
______________________________________
	(PLEASE PRINT FULL NAME)

SOCIAL SECURITY NUMBER:_________-_______-_________   	       
DATE OF BIRTH _________/_________/_________
				  					
			mm              dd              yy

ADDRESS:______________________________________________________________
______________________________________
	      STREET ADDRESS						
	CITY                                   	    STATE                 
ZIP

FUND : ______________________________________________   ACCOUNT 
NUMBER: ______________________________________

ACCOUNT TYPE:    CONTRIBUTORY  1st Tax Year of Contributions _________       
CONVERSION Year of Conversion  _________

Reason For Distribution - Check the box that applies in both sections 
A and B.

A.   	Over five year holding period	       OR		Five year 
holding period not reached

B.       Under age 59 1/2 					  
	1st Time Home Purchase
        Age 59 1/2 or older 					Divorce or 
Legal Separation
        Disability						Death

The proper documentation must be received or attached for each 
distribution type before the request will be processed.  All legal 
documents must be a certified copy; and signature guarantees are 
required for the Roth IRA owner/beneficiary or spouse.
Payout Method

  Partial Withdrawal / Amount:_______________________________________     
DOLLARS  /  SHARES  (CIRCLE  ONE)

  Total Distribution of Account

  Mail to my address currently on file.				  
Mail  to the following address:

   Purchase funds into my existing non-retirement
 mutual fund account:                  
_______________________________________________________

	 Account Number _________________________________________ 	 
	_______________________________________________________

	 Fund___________________________________________________	
	Financial Institution Name:_________________________________

   NEW ACCOUNT; check here and attach completed application to	
	 Account Number:_________________________________________
	purchase funds into a new mutual fund account.		
		 (to be used if check going to another Financial 
Institution)

















(over)

WITHHOLDING ELECTION (Form W-4P OMB#1545-0415)


THE BERWYN FUNDS	ROTH IRA
Page 2 of 2	WITHDRAWAL AUTHORIZATION
	AND INSTRUCTIONS FOR DISTRIBUTION
Federal income tax will be withheld from payments from Roth IRAs 
unless you elect otherwise.  You can use Form W-4P, or a substitute 
form such as this one, to instruct the fund to withhold no tax from 
your Roth IRA payment or to revoke this election.  Generally, non-
periodic payments must have tax withheld at a rate of 10%. You can 
elect to have no income tax withheld from a nonperiodic payment by 
filing Form W-4P or this substitute with the fund and check the 
appropriate box on the form.  Your election will remain in effect for 
any subsequent distributions unless you change or revoke your election 
by completing a new W-4P or substitute form, and submit it to the 
fund.

		Number of allowances on which withholding is to be 
computed ________.
_____  I elect not to have federal income tax withheld from my 
distribution.
_____  I elect to have federal income tax withheld from my 
distribution.  If you want a percentage exceeding the current rate, 
please indicate 
            the percentage _________% (not more than 90%).
_____  I want the following additional amount withheld from each 
distribution $__________.
Caution: Remember you are liable for the payment of Federal income tax 
on the taxable amount of your distribution(s) and there are penalties 
for not paying enough tax during the year, either through withholding 
or estimated tax payments.
SIGNATURE
I certify that I am the Depositor authorized to make these elections 
and that all information provided is true and accurate.  I further 
certify that no tax or legal advice has been given to me by the 
custodian, THE BERWYN FUNDS, or any agent of either of them, and that 
all decisions regarding the elections made on this form are my own. 
The custodian is hereby authorized and directed to distribute funds 
from my account  in the manner requested .  The custodian may 
conclusively rely on this certification and authorization without 
further investigation or inquiry.  I expressly assume responsibility 
for any adverse consequences which may arise from the Election(s) and 
agree that the custodian, THE BERWYN FUNDS, and their agents shall in 
no way be responsible, and shall be indemnified and held harmless, for 
any tax, legal or other consequences of the Election(s) made on this 
form.   This form MAY ONLY be used for one account. If you have 
another account from which you wish to take distributions, please fill 
out a separate form.

X________________________________________________________________   
Date______________________
       Depositor's  Signature (or beneficiary's signature if Depositor 
is deceased.)




____________________________________________
	Signature Guarantee - Medallion Stamp*

12/97






*(The medallion signature guarantee may be executed by banks, broker 
dealers, credit unions, national securities exchanges and savings 
associations which participate in STAMP, SEMP or NYSE-MSP. A notary 
public is not a substitute for a Signature Guarantee.  The medallion 
signature guarantee stamp must include the words "SIGNATURE 
GUARANTEED, MEDALLION GUARANTEED" and otherwise comply with the 
medallion program requirements.  Please check your fund prospectus or 
with your fund as to whether a signature guarantee is required.) 











































































				First Class Mail:			
	Overnight Express:
				THE BERWYN FUNDS		
	THE BERWYN FUNDS
				Attn: THE BERWYN FUNDS IRA	
	Attn: THE BERWYN FUNDS IRA
				PO Box 8987			
	400 Bellevue Pkwy Suite 108
				Wilmington, DE 19899-8987	
	Wilmington, DE  19809-3710
									
	1-800-992-6757

19


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