TRANSFER AGENCY SERVICES AGREEMENT

     THIS AGREEMENT is made as of April 30, 1999 by and between PFPC INC., a
Delaware corporation  ("PFPC"),  and THE BERWYN FUNDS, a Delaware business trust
(the "Fund").
                             W I T N E S S E T H:
      WHEREAS,  the Fund is  registered  as an  open-end  management  investment
company under the  Investment  Company Act of 1940, as amended (the "1940 Act");
and
      WHEREAS,  the Fund  wishes  to  retain  PFPC to serve as  transfer  agent,
registrar,  dividend  disbursing  agent and  shareholder  servicing agent to its
investment  portfolios  listed on  Exhibit  A  attached  hereto  and made a part
hereof, as such Exhibit A may be amended from time to time (each a "Portfolio"),
and PFPC wishes to furnish such services.

      NOW,  THEREFORE,  in  consideration of the premises and mutual covenants
herein  contained,  and  intending  to be legally  bound  hereby,  the parties
hereto agree as follows:

1.    Definitions.  As Used in this Agreement:
      (a)   "1933 Act" means the Securities Act of 1933, as amended.

      (b)   "1934 Act" means the Securities Exchange Act of 1934, as amended.

      (c)   "Authorized  Person"  means any  officer of the Fund and any other
            person duly  authorized by the Fund's Board of Trustees to give Oral
            Instructions  and  Written  Instructions  on  behalf of the Fund and
            listed on the Authorized Persons Appendix attached hereto and made a
            part hereof or any amendment  thereto as may be received by PFPC. An
            Authorized Person's scope of authority may be limited by the Fund by
            setting forth such limitation in the Authorized Persons Appendix.

      (d)   "CEA" means the Commodities Exchange Act, as amended.

      (e)   "Change  of  Control" means a change in ownership or control (not
            including  transactions  between  wholly-owned  direct  or  indirect
            subsidiaries  of a common  parent) of 25% or more of the  beneficial
            ownership  of the  shares  of common  stock or shares of  beneficial
            interest of an entity or its parents(s).

      (f)   "Oral Instructions" mean oral instructions  received by PFPC from an
            Authorized Person or from a person reasonably believed by PFPC to be
            an Authorized Person.

      (g)   "SEC" means the Securities and Exchange  Commission.

      (h)  "Securities Laws" mean the 1933 Act, the 1934 Act, the 1940 Act
            and the CEA.

      (i)   "Shares"  mean the shares of  beneficial  interest  of any series or
            class of the Fund.
 
     (j)   "Written  Instructions"  mean  written  instructions  signed  by  an
            Authorized  Person and  received by PFPC.  The  instructions  may be
            delivered by hand, mail, tested telegram,  cable, telex or facsimile
            sending device.

2.    Appointment.  The Fund hereby  appoints  PFPC to serve as transfer  agent,
      registrar,  dividend  disbursing agent and shareholder  servicing agent to
      the Fund in accordance  with the terms set forth in this  Agreement.  PFPC
      accepts such appointment and agrees to furnish such services.

3.    Delivery of Documents.  The Fund has provided or, where  applicable,  will
      provide PFPC with the following:  (a) Certified or authenticated copies of
      the resolutions of the Fund's Board of Trustees,  approving the
      appointment of PFPC or its affiliates  to  provide  services  to the
      Fund and  approving  this Agreement;

      (b)   A copy of the Fund's most recent effective registration statement;

      (c)   A copy of the advisory  agreement  with  respect to each  investment
            Portfolio of the Fund (each, a Portfolio);

      (d)   A copy of the  distribution  agreement with respect to each class of
            Shares of the Fund;

      (e)   A copy of each Portfolio's  administration agreements if PFPC is not
            providing the Portfolio with such services;

      (f)   Copies of any  shareholder  servicing  agreements made in respect of
            the Fund or a Portfolio; and

      (g)   Copies (certified or authenticated  where applicable) of any and all
            amendments or supplements to the foregoing.

4.    Compliance with Rules and Regulations.  PFPC undertakes to comply with all
      applicable  requirements  of the Securities  Laws and any laws,  rules and
      regulations of governmental  authorities having  jurisdiction with respect
      to the duties to be performed by PFPC  hereunder.  Except as  specifically
      set forth herein,  PFPC assumes no  responsibility  for such compliance by
      the Fund or any of its investment portfolios.

5.    Instructions.
      (a)   Unless  otherwise  provided in this  Agreement,  PFPC shall act only
            upon Oral Instructions and Written Instructions.

      (b)   PFPC  shall be  entitled  to rely upon any Oral  Instructions  and
            Written  Instructions  it receives from an  Authorized  Person (or
            from a  person  reasonably  believed  by PFPC to be an  Authorized
            Person)  pursuant  to this  Agreement.  PFPC may  assume  that any
            Oral Instruction or Written Instruction  received hereunder is not
            in any way  inconsistent  with the  provisions  of  organizational
            documents  or  this  Agreement  or  of  any  vote,  resolution  or
            proceeding  of the  Fund's  Board  of  Trustees  or of the  Fund's
            shareholders,  unless and until PFPC receives Written Instructions
            to the contrary.

      (c)   The  Fund   agrees  to  forward  to  PFPC   Written   Instructions
            confirming  Oral  Instructions  so that PFPC  receives the Written
            Instructions  by the close of  business  on the same day that such
            Oral  Instructions  are  received.  The fact that such  confirming
            Written  Instructions  are not  received  by PFPC  shall in no way
            invalidate the transactions or  enforceability of the transactions
            authorized by the Oral  Instructions.  Where Oral  Instructions or
            Written Instructions  reasonably appear to have been received from
            an  Authorized  Person,  PFPC shall incur no liability to the Fund
            in acting  upon such Oral  Instructions  or  Written  Instructions
            provided that PFPC's actions  comply with the other  provisions of
            this Agreement.

6.    Right to Receive Advice.
      (a)   Advice of the Fund.  If PFPC is in doubt as to any  action it should
            or should not take, PFPC may request directions or advice, including
            Oral Instructions or Written Instructions, from the Fund.

      (b)   Advice of Counsel.  If PFPC shall be in doubt as to any  question of
            law pertaining to any action it should or should not take,  PFPC may
            request advice at its own cost from such counsel of its own choosing
            (who may be counsel for the Fund, the Fund's  investment  adviser or
            PFPC, at the option of PFPC).

      (c)   Conflicting   Advice.   In  the  event  of  a   conflict   between
            directions,  advice or Oral  Instructions or Written  Instructions
            PFPC  receives  from the Fund,  and the  advice it  receives  from
            counsel,  PFPC may rely upon and follow the advice of counsel.  In
            the event PFPC so relies on the advice of  counsel,  PFPC  remains
            liable  for any  action  or  omission  on the  part of PFPC  which
            constitutes  willful   misfeasance,   bad  faith,   negligence  or
            reckless   disregard  by  PFPC  of  any  duties,   obligations  or
            responsibilities set forth in this Agreement.

      (d)   Protection  of PFPC.  PFPC  shall be  protected  in any  action it
            takes or does not take in  reliance  upon  directions,  advice  or
            Oral  Instructions  or Written  Instructions  it receives from the
            Fund or from counsel and which PFPC  believes,  in good faith,  to
            be consistent with those  directions,  advice or Oral Instructions
            or  Written  Instructions.   Nothing  in  this  section  shall  be
            construed  so as to  impose  an  obligation  upon PFPC (i) to seek
            such   directions,   advice  or  Oral   Instructions   or  Written
            Instructions,  or (ii) to act in accordance with such  directions,
            advice or Oral Instructions or Written  Instructions unless, under
            the terms of other  provisions  of this  Agreement,  the same is a
            condition  of PFPC's  properly  taking or not taking such  action.
            Nothing in this  subsection  shall  excuse  PFPC when an action or
            omission on the part of PFPC constitutes willful misfeasance,  bad
            faith,  negligence  or reckless  disregard  by PFPC of any duties,
            obligations or responsibilities set forth in this Agreement.

7.    Records;  Visits.  The books and records  pertaining to the Fund,  which
      are in the  possession  or  under  the  control  of  PFPC,  shall be the
      property  of the Fund.  Such books and  records  shall be  prepared  and
      maintained as required by the 1940 Act and other  applicable  securities
      laws,  rules and  regulations.  The Fund and  Authorized  Persons  shall
      have access to such books and records at all times during  PFPC's normal
      business hours.  Upon the reasonable  request of the Fund, copies of any
      such books and  records  shall be  provided by PFPC to the Fund or to an
      Authorized Person, at the Fund's expense.

8.    Confidentiality.  PFPC agrees to keep confidential all records of the Fund
      and  information  relating  to the Fund and its  shareholders,  unless the
      release of such  records or  information  is  otherwise  consented  to, in
      writing,  by the Fund.  The Fund  agrees  that such  consent  shall not be
      unreasonably withheld and may not be withheld where PFPC may be exposed to
      civil or criminal  contempt  proceedings  or when required to divulge such
      information or records to duly constituted authorities.

9.    Cooperation  with  Accountants.  PFPC  shall  cooperate  with  the  Fund's
      independent  public  accountants and shall take all reasonable  actions in
      the performance of its obligations under this Agreement to ensure that the
      necessary  information  is  made  available  to such  accountants  for the
      expression of their opinion, as required by the Fund.

10.   Disaster  Recovery.  PFPC shall enter into and shall  maintain in effect
      with  appropriate  parties  one or  more  agreements  making  reasonable
      provisions for emergency use of electronic data processing  equipment to
      the  extent  appropriate  equipment  is  available.   In  the  event  of
      equipment  failures,  PFPC shall, at no additional  expense to the Fund,
      take  reasonable  steps to minimize  service  interruptions.  PFPC shall
      have  no  liability  with  respect  to  the  loss  of  data  or  service
      interruptions  caused  by  equipment  failure,  provided  such  loss  or
      interruption  is not  caused  by PFPC's  own  willful  misfeasance,  bad
      faith,  negligence  or reckless  disregard of its duties or  obligations
      under this Agreement.

11.   Year 2000 Readiness  Disclosure.  PFPC (a) has reviewed its business and
      operations as they relate to the services  provided  hereunder,  (b) has
      developed or is  developing  a program to remediate or replace  computer
      applications  and systems,  and (c) has developed a testing plan to test
      the  remediation  or replacement  of computer  applications/systems,  in
      each case,  to address on a timely basis the risk that certain  computer
      applications/systems  used  by  PFPC  may be  unable  to  recognize  and
      perform  properly date  sensitive  functions  involving  dates prior to,
      including and after December 31, 1999,  including dates such as February
      29, 2000 (the "Year 2000  Challenge").  To the best of PFPC's  knowledge
      and belief,  the reasonably  foreseeable  consequences  of the Year 2000
      Challenge  will not  adversely  effect  PFPC's  ability to  perform  its
      duties and obligations under this Agreement.

12.   Compensation.  As  compensation  for services  rendered by PFPC during the
      term of this Agreement,  the Fund will pay to PFPC a fee or fees as may be
      agreed to from time to time in writing by the Fund and PFPC.

13.   Indemnification.  The Fund agrees to indemnify  and hold  harmless  PFPC
      and its  affiliates  from all  taxes,  charges,  expenses,  assessments,
      claims  and  liabilities  (including,  without  limitation,  liabilities
      arising under the Securities  Laws and any state and foreign  securities
      and blue sky laws,  and  amendments  thereto),  and expenses,  including
      (without   limitation)   attorneys'  fees  and  disbursements,   arising
      directly  or  indirectly  from (i) any action or  omission  to act which
      PFPC takes (a) at the request or on the  direction  of or in reliance on
      the  advice  of the  Fund  or (b)  upon  Oral  Instructions  or  Written
      Instructions or (ii) the acceptance,  processing  and/or  negotiation of
      checks or other  methods  utilized for the  purchase of Shares.  Neither
      PFPC,  nor any of its  affiliates,  shall  be  indemnified  against  any
      liability (or any expenses  incident to such  liability)  arising out of
      PFPC's  or  its   affiliates'  own  willful   misfeasance,   bad  faith,
      negligence  or reckless  disregard of its duties and  obligations  under
      this  Agreement,  provided  that  in the  absence  of a  finding  to the
      contrary the acceptance,  processing and/or  negotiation of a fraudulent
      payment for the  purchase of Shares  shall be presumed  not to have been
      the result of PFPC=s or its  affiliates  own  willful  misfeasance,  bad
      faith, negligence or reckless disregard of such duties and obligations.

14.   Responsibility of PFPC.
      (a)   PFPC  shall be under no duty to take any  action  on behalf of the
            Fund  except  as  specifically  set  forth  herein  or as  may  be
            specifically  agreed  to  by  PFPC  in  writing.   PFPC  shall  be
            obligated to exercise  care and  diligence in the  performance  of
            its  duties  hereunder,  to act in good  faith and to use its best
            efforts,   within  reasonable   limits,  in  performing   services
            provided  for under this  Agreement.  PFPC shall be liable for any
            damages  arising out of PFPC's failure to perform its duties under
            this  Agreement  to the extent  such  damages  arise out of PFPC's
            willful misfeasance,  bad faith,  negligence or reckless disregard
            of such duties.

      (b)   Without  limiting the  generality of the foregoing or of any other
            provision  of this  Agreement,  (i) PFPC,  shall not be liable for
            losses  beyond  its  control,  provided  that  PFPC  has  acted in
            accordance  with the  standard of care set forth  above;  and (ii)
            PFPC shall not be under any duty or  obligation  to  inquire  into
            and shall not be liable  for (A) the  validity  or  invalidity  or
            authority  or lack  thereof  of any Oral  Instruction  or  Written
            Instruction,  notice or other  instrument  which  conforms  to the
            applicable   requirements  of  this  Agreement,   and  which  PFPC
            reasonably  believes to be genuine;  or (B) subject to Sections 10
            and 11,  delays or errors or loss of data  occurring  by reason of
            circumstances  beyond PFPC's  control,  including acts of civil or
            military  authority,  national  emergencies,  labor  difficulties,
            fire, flood,  catastrophe,  acts of God, insurrection,  war, riots
            or failure of the mails,  transportation,  communication  or power
            supply.

      (c)   Notwithstanding anything in this Agreement to the contrary,  neither
            PFPC  nor  its  affiliates  shall  be  liable  to the  Fund  for any
            consequential,  special or indirect losses or damages which the Fund
            may  incur  or  suffer  by or as a  consequence  of  PFPC's  or  its
            affiliates' performance of the services provided hereunder,  whether
            or not the likelihood of such losses or damages was known by PFPC or
            its affiliates.

15.   Description of Services.
      (a)   Services     Provided    on    an    Ongoing     Basis,     If    
            Applicable.

            (i)   Calculate 12b-1 payments;

            (ii)  Maintain proper shareholder registrations;

            (iii) Review new  applications  and correspond with  shareholders to
                  complete or correct information;

            (iv)  Direct payment processing of checks or wires;

            (v)   Prepare  and certify  stockholder  lists in  conjunction  with
                  proxy solicitations;

            (vi)  Countersign share certificates;

            (vii) Prepare and mail to shareholders confirmation of activity;

            (viii)Provide  toll-free  lines for  direct  shareholder  use,  plus
                  customer liaison staff for on-line inquiry response;

            (ix)  Mail  duplicate   confirmations  to  broker-dealers  of  their
                  clients' activity,  whether executed through the broker-dealer
                  or directly with PFPC;

            (x)   Provide  periodic  shareholder  lists  and  statistics  to the
                  clients;

            (xi)  Provide detailed data for underwriter/broker confirmations;

            (xii) Prepare   periodic  mailing  of  year-end  tax  and  statement
                  information;

            (xiii)Notify on a timely basis the  investment  adviser,  accounting
                  agent, and custodian of fund activity; and

            (xiv) Perform other participating broker-dealer shareholder services
                  as may be agreed upon from time to time.

      (b)   Services  Provided  by PFPC  Under Oral  Instructions  or Written 
            Instructions.

(i)   Accept and post daily Fund purchases and redemptions;

            (ii)  Accept,   post  and  perform   shareholder   transfers   and
                  exchanges;

            (iii) Pay dividends and other distributions;

            (iv)  Solicit and tabulate proxies; and

            (v)   Issue and cancel  certificates  (when  requested in writing by
                  the shareholder).

      (c)   Purchase  of Shares.  PFPC  shall  issue and credit an account of an
            investor, in the manner described in the Fund's prospectus,  once it
            receives: (i) A purchase order;

            (ii)  Proper information to establish a shareholder  account; and

            (iii) Confirmation  of receipt or  crediting of funds for such order
                  to the Fund's custodian.

      (d)   Redemption  of  Shares.  PFPC  shall  redeem  Shares  only if that
            function   is   properly   authorized   by  the   certificate   of
            incorporation  or  resolution  of the  Fund's  Board of  Trustees.
            Shares  shall be redeemed  and payment  therefor  shall be made in
            accordance  with the  Fund's  prospectus,  when  the  recordholder
            tenders   Shares  in  proper   form  and  directs  the  method  of
            redemption.  If Shares are received in proper  form,  Shares shall
            be redeemed  before the funds are provided to PFPC from the Fund's
            custodian  (the   "Custodian").   If  the   recordholder  has  not
            directed  that  redemption  proceeds be wired,  when the Custodian
            provides PFPC with funds,  the  redemption  check shall be sent to
            and made payable to the recordholder, unless:

            (i)   the  surrendered  certificate  is drawn  to the  order of an
                  assignee or holder and transfer  authorization  is signed by
                  the recordholder; or

            (ii)  Transfer  authorizations  are signed by the recordholder  when
                  Shares are held in book-entry form.

            When a  broker-dealer  notifies  PFPC of a  redemption  desired by a
            customer,  and the Custodian  provides  PFPC with funds,  PFPC shall
            prepare and send the redemption check to the  broker-dealer and made
            payable to the broker-dealer on behalf of its customer.

      (e)   Dividends and  Distributions.  Upon receipt of a resolution of the
            Fund's Board of Trustees  authorizing  the declaration and payment
            of dividends  and  distributions,  PFPC shall issue  dividends and
            distributions   declared   by  the  Fund  in  Shares,   or,   upon
            shareholder  election,  pay such  dividends and  distributions  in
            cash, if provided for in the Fund's  prospectus.  Such issuance or
            payment,  as well as payments upon redemption as described  above,
            shall be made after  deduction and payment of the required  amount
            of funds to be  withheld in  accordance  with any  applicable  tax
            laws or other laws,  rules or regulations.  PFPC shall mail to the
            Fund's  shareholders  such tax  forms and  other  information,  or
            permissible   substitute   notice,   relating  to  dividends   and
            distributions  paid by the Fund as are  required  to be filed  and
            mailed by applicable law, rule or regulation.  PFPC shall prepare,
            maintain  and  file  with  the IRS and  other  appropriate  taxing
            authorities  reports  relating to all dividends above a stipulated
            amount paid by the Fund to its  shareholders as required by tax or
            other law, rule or regulation.

      (f)   Shareholder Account Services.
            (i)   PFPC may  arrange,  in  accordance  with the  prospectus,  for
                  issuance of Shares obtained through:

                  -     Any pre-authorized check plan; and
                  -     Direct  purchases  through broker wire orders,  checks
                        and applications.

            (ii) PFPC may arrange,  in  accordance  with the  prospectus,  for a
                 shareholder's:

                  -     Exchange  of Shares for  shares of  another  fund with
                        which the Fund has exchange privileges;
                  -     Automatic   redemption  from  an  account  where  that
                        shareholder  participates  in a  automatic  redemption
                        plan; and/or
                  -     Redemption   of  Shares   from  an   account   with  a
                        checkwriting privilege.

      (g)   Communications  to Shareholders.  Upon timely Written  Instructions,
            PFPC shall mail all  communications by the Fund to its shareholders,
            including:

            (i)   Reports to shareholders;

            (ii)  Confirmations of purchases and sales of Fund shares;

            (iii) Monthly or quarterly statements;

            (iv)  Dividend and distribution notices;

            (v)   Proxy material; and

            (vi)  Tax form information.

            In addition,  PFPC will receive and tabulate the proxy cards for the
            meetings of the Fund's shareholders.

      (h)   Records.  PFPC  shall  maintain  records  of the  accounts  for each
            shareholder showing the following information:
            (i)   Name, address and United States Tax Identification or
                  Social Security number;

            (ii)  Number and class of Shares held and number and class of Shares
                  for which  certificates,  if any, have been issued,  including
                  certificate numbers and denominations;

            (iii) Historical   information   regarding   the   account  of  each
                  shareholder,  including  dividends and distributions  paid and
                  the date and price  for all  transactions  on a  shareholder's
                  account;

            (iv)  Any stop or restraining  order placed against a  shareholder's
                  account;

            (v)   Any  correspondence  relating to the current  maintenance of a
                  shareholder's account;

            (vi)  Information with respect to withholdings; and

            (vii) Any  information  required in order for the transfer  agent to
                  perform  any  calculations  contemplated  or  required by this
                  Agreement.

      (i)   Lost or Stolen Certificates.  PFPC shall place a stop notice against
            any  certificate  reported  to be lost or stolen and comply with all
            applicable federal  regulatory  requirements for reporting such loss
            or alleged  misappropriation.  A new certificate shall be registered
            and issued only upon:

            (i)   The  shareholder's  pledge of a lost  instrument  bond or such
                  other  appropriate  indemnity  bond issued by a surety company
                  approved by PFPC; and

            (ii)  Completion of a release and  indemnification  agreement signed
                  by the shareholder to protect PFPC and its affiliates.

      (j)   Shareholder  Inspection  of Stock  Records.  Upon a request from any
            Fund shareholder to inspect stock records, PFPC will notify the Fund
            and the Fund will issue  instructions  granting or denying each such
            request.  Unless PFPC has acted contrary to the Fund's instructions,
            the Fund agrees and does hereby, release PFPC from any liability for
            refusal of permission  for a particular  shareholder  to inspect the
            Fund's stock records.

      (k)   Withdrawal of Shares and Cancellation of Certificates.  Upon receipt
            of Written Instructions,  PFPC shall cancel outstanding certificates
            surrendered  by the Fund to reduce the total  amount of  outstanding
            shares by the number of shares surrendered by the Fund.

16.   Duration and  Termination.  This Agreement shall continue until terminated
      by the Fund or by PFPC on sixty (60)  days'  prior  written  notice to the
      other party.

17.   Change of Control.  Notwithstanding any other provision of this Agreement,
      in the event of an agreement to enter into a transaction that would result
      in a Change of  Control  of the  Fund's  adviser  or  sponsor,  the Fund's
      ability to terminate the Agreement will be suspended from the time of such
      agreement until two years after the Change of Control.

18.   Notices.  All  notices  and  other  communications,   including  Written
      Instructions,  shall be in writing  or by  confirming  telegram,  cable,
      telex or facsimile  sending  device.  Notices  shall be addressed (a) if
      to PFPC, at 400 Bellevue Parkway, Wilmington,  Delaware 19809; (b) if to
      the         Fund,         at        ,        Attn:         or        (c)
      if to neither  of the  foregoing,  at such  other  address as shall have
      been  given by like  notice to the  sender  of any such  notice or other
      communication  by the  other  party.  If  notice  is sent by  confirming
      telegram,  cable,  telex or facsimile sending device, it shall be deemed
      to have been given  immediately.  If notice is sent by first-class mail,
      it shall be deemed  to have  been  given  three  days  after it has been
      mailed.  If  notice  is sent by  messenger,  it shall be  deemed to have
      been given on the day it is delivered.

19.   Amendments.  This Agreement, or any term thereof, may be changed or waived
      only by a written amendment,  signed by the party against whom enforcement
      of such change or waiver is sought.

20.   Delegation;  Assignment.  PFPC may assign its  rights and  delegate  its
      duties hereunder to any majority-owned  direct or indirect subsidiary of
      PFPC or PNC Bank  Corp.,  provided  that (i) PFPC gives the Fund 30 days
      prior  written  notice  of  such  assignment  or  delegation,  (ii)  the
      assignee or delegate  agrees to comply with the  relevant  provision  of
      the 1940 Act,  and (iii) PFPC and such  assignee  or  delegate  promptly
      provide  such  information  as the  Fund  may  reasonably  request,  and
      respond to such  questions as the Fund may reasonably  ask,  relative to
      the  assignment  or  delegation  (including,   without  limitation,  the
      capabilities of the assignee or delegate).

21.   Counterparts.  This Agreement may be executed in two or more counterparts,
      each of which shall be deemed an original, but all of which together shall
      constitute one and the same instrument.

22.   Further  Actions.  Each party  agrees to  perform  such  further  acts and
      execute such further documents as are necessary to effectuate the purposes
      hereof.

23.   Limitations  of Liability of the  Trustees and  Shareholders.  A copy of
      the   Declaration   of   Trust   of   the   Fund   is   on   file   with
      ________________________,   and   notice  is  hereby   given  that  this
      instrument  is  executed  on  behalf  of the  Trustees  of the  Trust as
      Trustees  and  not   individually  and  that  the  obligations  of  this
      instrument  are not binding  upon any of the  Trustees  or  Shareholders
      individually  but are binding  only upon the assets and  property of the
      Fund.

24.   Miscellaneous.
      (a)   Entire Agreement.  This Agreement  embodies the entire agreement and
            understanding   between  the  parties  and   supersedes   all  prior
            agreements and understandings relating to the subject matter hereof,
            provided  that  the  parties  may  embody  in one or  more  separate
            documents their agreement,  if any, with respect to delegated duties
            and Oral Instructions.

      (b)   Captions.   The  captions  in  this   Agreement   are  included  for
            convenience of reference only and in no way define or delimit any of
            the  provisions  hereof or otherwise  affect their  construction  or
            effect.

      (c)   Governing Law. This Agreement  shall be deemed to be a contract made
            in  Delaware  and  governed  by  Delaware  law,  without  regard  to
            principles of conflicts of law.

      (d)   Partial Invalidity. 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.

      (e)   Successors  and Assigns.  This  Agreement  shall be binding upon and
            shall  inure  to  the  benefit  of  the  parties  hereto  and  their
            respective successors and permitted assigns.

      (f)   Facsimile  Signatures.  The facsimile signature of any party to this
            Agreement shall constitute the valid and binding execution hereof by
            such party.


      IN WITNESS  WHEREOF,  the parties  hereto have caused this Agreement to be
executed as of the day and year first above written.

                                    PFPC INC.



By:                                 /s/ Steven Turowski
                                        Steven Turowski



Title:                              THE BERWYN FUNDS 


By:                                 /s/ Robert E. Killen
                                        Robert E. Killen
Title:                              President  

<PAGE>

                                    EXHIBIT A

      THIS EXHIBIT A, dated as of April 30,  1999,  is Exhibit A to that certain
Transfer Agency Services  Agreement dated as of April 30, 1999 between PFPC Inc.
and The Berwyn Funds.

                                   PORTFOLIOS

                                 The Berwyn Fund

                             The Berwyn Income Fund



<PAGE>
                           AUTHORIZED PERSONS APPENDIX


Name (Type)                                     Signature

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