BERWYN FUNDS - Notes to Mutual Funds Financial Statements - 2-29-2008

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					NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 2007


1. ORGANIZATION

Berwyn Fund, Berwyn Income Fund and Berwyn Cornerstone Fund (individually, a "Fund," and, collectively, the
"Funds") are each a no-load series of The Berwyn Funds (the "Trust"), a Delaware Statutory Trust registered
under the Investment Company Act of 1940, as amended, as an open-end management investment company.

Berwyn Fund's primary investment objective is to achieve long-term capital appreciation; current income is a
secondary consideration.

Berwyn Income Fund's investment objective is to provide investors with current income while seeking to preserve
capital by taking, in the opinion of the Advisor, reasonable investment risks.

Berwyn Cornerstone Fund's investment objective is to achieve long-term capital appreciation; current income is a
secondary consideration.

2. ACCOUNTING POLICIES

The following is a summary of the Funds' significant accounting policies used in the preparation of its financial
statements. The policies are in conformity with accounting principles generally accepted in the United States of
America.

SECURITY VALUATION: The Funds' securities that are listed on a national securities exchange are valued at
the last quoted sales price. Securities not traded on the valuation date, NASDAQ traded securities, all bonds and
other securities not listed on a national securities exchange are valued at the last quoted bid price. Short-term
investments are valued at amortized cost which approximates market value. The value of other assets and
securities for which no quotations are readily available, or quotations for which the Advisor believes do not reflect
market value, are valued at fair value as determined in good faith by the Advisor under the supervision of the
Board of Trustees. Factors in determining portfolio investments subject to fair value determination include, but are
not limited to, the following: only a bid price or an asked price is available; the spread between bid and asked
prices is substantial; infrequency of sales; the thinness of the market; the size of reported trades; a temporary
lapse in the provision of prices by a reliable pricing source, and actions of the securities markets, such as the
suspension or limitation of trading.

SHARE VALUATION: The net asset value of each Fund is determined daily by dividing the total value of each
Fund's assets, less liabilities, by the number of shares outstanding. The offering price and redemption price per
share of each Fund is equal to the net asset value per share, except that shares of the Funds are subject to a
redemption fee of 1% if redeemed in less than six months from the date of purchase. For the years ended
December 31, 2007 and 2006, proceeds from redemption fees totaled $26,947 and $350,885, respectively, for
Berwyn Fund; $36,932 and $33,297, respectively, for Berwyn Income Fund; and $0 and $293, respectively, for
Berwyn Cornerstone Fund.

                                                         31
THE BERWYN FUNDS
NOTES TO FINANCIAL STATEMENTS (CONTINUED)
DECEMBER 31, 2007


SECURITIES TRANSACTIONS AND INVESTMENT INCOME: Security transactions are accounted for on
trade date. Gains and losses on securities sold are determined on a specific identification basis. Dividend income
is recorded on the ex-dividend date. Interest income is accrued as earned. Discounts and premiums on fixed
income securities purchased are amortized using the effective interest method.

DISTRIBUTIONS TO SHAREHOLDERS: Dividends arising from net investment income, if any, are declared
and paid annually to shareholders of the Berwyn Fund and the Berwyn Cornerstone Fund and are declared and
paid quarterly to shareholders of the Berwyn Income Fund. Net realized short-term gains, if any, may be
distributed throughout the year and net realized long-term capital gains, if any, are distributed at least once each
year. The amount of distributions from net investment income and net realized gains are determined in accordance
with federal income tax regulations which may differ from accounting principles generally accepted in the United
States of America. These "book/tax" differences are either temporary or permanent in nature and are primarily
due to losses deferred due to wash sales and differing book/tax treatment of short-term capital gains.

COMMON EXPENSES: Common expenses of the Trust are allocated among the Funds based on relative net
assets of each Fund or the nature of the services performed and the relative applicability to each Fund.

USE OF ESTIMATES: The preparation of financial statements in conformity with accounting principles generally
accepted in the United States of America requires management to make estimates and assumptions that affect the
reported amounts of assets and liabilities at the date of the financial statements and the disclosure of contingent
assets and liabilities at the date of the financial statements and the reported amounts of income and expenses
during the reporting period. Actual results could differ from those estimates.

FEDERAL INCOME TAXES: It is each Fund's policy to comply with the special provisions of Subchapter M
of the Internal Revenue Code applicable to regulated investment companies. As provided therein, in any fiscal
year in which a Fund so qualifies and distributes at least 90% of its taxable net income, the Fund (but not the
shareholders) will be relieved of federal income tax on the income distributed. Accordingly, no provision for
income taxes has been made.

In order to avoid imposition of the excise tax applicable to regulated investment companies, it is also each Fund's
intention to declare as dividends in each calendar year at least 98% of its net investment income (earned during
the calendar year) and 98% of its net realized capital gains (earned during the twelve months ended December
31) plus undistributed amounts from prior years.

                                                        32
THE BERWYN FUNDS
NOTES TO FINANCIAL STATEMENTS (CONTINUED)
DECEMBER 31, 2007


3. SECURITY TRANSACTIONS

Purchases and sales of investment securities, other than short-term investments and U.S. government securities
were as follows for the year ended December 31, 2007:

                                                                           BERWYN            BERWYN
                                                          BERWYN           INCOME          CORNERSTONE
                                                           FUND             FUND              FUND
                                                       ------------     ------------      ------------
          Purchases of investment securities           $ 52,233,528     $ 55,696,744      $ 2,740,719
                                                       ============     ============      ============
          Proceeds from sales and maturities
             of investment securities .......          $ 78,641,396     $ 75,102,950      $ 2,675,418
                                                       ============     ============      ============




4. TAX MATTERS

The tax character of dividends and distributions paid during the years ended December 31, 2007 and 2006 was
as follows:


YEAR ORDINARY LONG-TERM TOTAL ENDED INCOME CAPITAL GAINS DISTRIBUTIONS

          Berwyn Fund..............  12/31/2007   $ 4,171,583   $10,394,521   $14,566,104
                                     12/31/2006   $   241,209   $13,470,910   $13,712,119
          --------------------------------------------------------------------------------
          Berwyn Income Fund....... 12/31/2007    $12,819,240   $ 6,352,484   $19,171,724
                                     12/31/2006   $10,691,052   $        --   $10,691,052
          --------------------------------------------------------------------------------
          Berwyn Cornerstone Fund.. 12/31/2007    $    91,792   $   525,340   $   617,132
                                     12/31/2006   $    35,583   $   308,206   $   343,789
          --------------------------------------------------------------------------------




The tax character of distributable earnings (accumulated deficit) at December 31, 2007 was as follows:

                                                                                           BERWYN               BERWYN
                                                                     BERWYN                INCOME             CORNERSTONE
                                                                      FUND                  FUND                  FUND
                                                                 --------------        --------------       --------------
Tax Cost of Portfolio Investments ..................             $ 121,588,212         $ 238,219,153        $    6,869,628
                                                                 ==============        ==============       ==============
Gross Unrealized Appreciation ......................             $   14,681,835        $    7,962,721       $      937,485
Gross Unrealized Depreciation ......................                (16,029,818)           (5,864,459)            (388,752
                                                                 --------------        --------------       --------------
Net Unrealized Appreciation (Depreciation)
   on Investment Securities ........................                 (1,347,983)            2,098,262              548,733
Accumulated Undistributed Ordinary Income ..........                     36,789                 1,560                   --
Undistributed Long-Term Gains ......................                         90                    --                   20
                                                                 --------------        --------------       --------------
Total Distributable Earnings (Accumulated Deficit)..             $   (1,311,104)       $    2,099,822       $      548,753
                                                                 ==============        ==============       ==============




The difference between the federal income tax cost of portfolio investments and the financial statement cost for
the Funds is due to certain timing differences in the recognition of capital gains or losses under income tax
regulations and accounting principles generally accepted in the United States of America. These "book/tax"
differences are temporary in nature and are due to the tax deferral of losses on wash sales.

                                                        33
THE BERWYN FUNDS
NOTES TO FINANCIAL STATEMENTS (CONTINUED)
DECEMBER 31, 2007


On July 13, 2006, the Financial Accounting Standards Board ("FASB") released Interpretation No. 48 ("FIN
48") "Accounting for Uncertainty in Income Taxes." FIN 48 provides guidance for how uncertain tax positions
should be recognized, measured, presented and disclosed in the financial statements. FIN 48 requires the
evaluation of tax positions taken in the course of preparing the Funds' tax returns to determine whether the tax
positions are "more-likely-than-not" of being sustained by the applicable tax authority. Tax positions not deemed
to meet the more-likely-than-not threshold would be recorded as a tax benefit or expense in the current year. The
Funds adopted FIN 48 in their Semi-Annual report on June 30, 2007. Based on management's analysis, the
adoption of FIN 48 did not have a material impact on the financial statements. The statute of limitations on the
Funds' tax returns remains open for the years ended December 31, 2004 through December 31, 2006.
Additionally, management does not anticipate FIN 48 having a material impact on the financial statements for the
year ended December 31, 2008.

During the year ended December 31, 2007, the Berwyn Income Fund utilized capital loss carryforwards of
$269,489 to offset current year realized gains.

During the year ended December 31, 2007, the Berwyn Cornerstone Fund reclassified distributions in excess of
net investment income of $5 against paid-in capital on the Statement of Assets and Liabilities. Such
reclassification, the result of permanent differences between financial statement and income tax reporting
requirements, has no affect on the Fund's net assets or net asset value per share.

5. TRANSACTIONS WITH AFFILIATES

INVESTMENT ADVISORY AGREEMENTS
Each Fund's investments are managed by The Killen Group, Inc. (the "Advisor") under the terms of an
Investment Advisory Agreement (the "Advisory Agreements"). Under the Advisory Agreements, Berwyn Fund,
Berwyn Income Fund and Berwyn Cornerstone Fund have agreed to pay the Advisor an investment advisory fee
at an annual rate of 1.00%, 0.50% and 1.00%, respectively, of their average daily net assets.

Certain Trustees and officers of the Trust are also officers of the Advisor.

With respect to the Berwyn Cornerstone Fund, for the year ended December 31, 2007, the Advisor
contractually agreed to reduce its fees as necessary to maintain the Fund's ratio of expenses to average net assets
at 2.00%. During the year ended December 31, 2007, the Advisor waived investment advisory fees of $40,591.

The Chief Compliance Officer (the "CCO") of the Trust is an officer of the Advisor. Effective August 1, 2007,
the Funds pay the Advisor $758 monthly for providing CCO services. Prior to August 1, 2007, the Funds paid
the Advisor $506 monthly for providing CCO services.

                                                         34
THE BERWYN FUNDS
NOTES TO FINANCIAL STATEMENTS (CONTINUED)
DECEMBER 31, 2007


Trustees who are not affiliated with the Advisor receive compensation from the Funds. Trustees who are affiliated
with the Advisor receive no compensation from the Funds.

The Advisor and the officers of the Advisor, together with their families, owned 448,608 shares, 298,160 shares
and 152,103 shares of Berwyn Fund, Berwyn Income Fund and Berwyn Cornerstone Fund, respectively, as of
December 31, 2007.

AFFILIATED BROKER-DEALER
During the year ended December 31, 2007, Berwyn Fund, Berwyn Income Fund and Berwyn Cornerstone Fund
paid commissions of $80,011, $20,286 and $8,126, respectively, to Berwyn Financial Services Corp., a broker-
dealer affiliated with the Advisor, to execute portfolio transactions.

MUTUAL FUND SERVICES AGREEMENT
Under the terms of a Mutual Fund Services Agreement between the Trust and Ultimus Fund Solutions, LLC
("Ultimus"), Ultimus provides administrative, pricing, accounting, dividend disbursing, shareholder servicing and
transfer agent services for the Funds. For the performance of these services, the Trust pays Ultimus a fee,
payable monthly, at the annual rate of 0.15% of the Funds' aggregate average daily net assets up to $500 million,
0.125% of the next $500 million of such assets, and 0.10% of such assets in excess of $1 billion, subject to a
minimum monthly fee of $15,000. In addition, the Funds pay out-of-pocket expenses including, but not limited to,
postage, supplies and costs of pricing the Funds' portfolio securities.

Certain officers of the Trust are also officers of Ultimus, or of Ultimus Fund Distributors, LLC (the "Distributor"),
the principal underwriter of each Fund's shares and an affiliate of Ultimus. The fees payable to the Distributor are
paid by the Advisor (not the Funds).

6. COMMITMENTS AND CONTINGENCIES The Funds indemnify the Trust's officers and Trustees for
certain liabilities that might arise from their performance of their duties to the Funds. Additionally, in the normal
course of business, the Funds enter into contracts that contain a variety of representations and warranties and
which provide general indemnifications. The Funds' maximum exposure under these arrangements is unknown, as
this would involve future claims that may be made against the Funds that have not yet occurred. However, based
on experience, the Funds expect the risk of loss to be remote.

                                                         35
THE BERWYN FUNDS
NOTES TO FINANCIAL STATEMENTS (CONTINUED)
DECEMBER 31, 2007


7. ACCOUNTING PRONOUNCEMENT In September 2006, FASB issued Statement on Financial
Accounting Standards ("SFAS") No. 157, "Fair Value Measurements." This standard establishes a single
authoritative definition of fair value, sets out a framework for measuring fair value and requires additional
disclosures about fair value measurements. SFAS No. 157 applies to fair value measurements already required
or permitted by existing standards. SFAS No. 157 is effective for financial statements issued for fiscal years
beginning after November 15, 2007 and interim periods within those fiscal years. The changes to current
generally accepted accounting principles from the application of SFAS No. 157 relate to the definition of fair
value, the methods used to measure fair value, and the expanded disclosures about fair value measurements. As
of December 31, 2007, the Funds do not believe the adoption of SFAS No. 157 will impact the amounts
reported in the financial statements, however, additional disclosures may be required about the inputs used to
develop the measurements and the effect of certain of the measurements reported on the statement of changes in
net assets for a fiscal period.

                                                      36
THE BERWYN FUNDS
REPORT OF INDEPENDENT REGISTERED
PUBLIC ACCOUNTING FIRM


To the Shareholders and Board of Trustees of The Berwyn Funds

We have audited the accompanying statements of assets and liabilities, including the schedules of investments, of
Berwyn Fund, Berwyn Income Fund and Berwyn Cornerstone Fund, each a series of shares of beneficial interest
of The Berwyn Funds, as of December 31, 2007, and the related statements of operations for the year then
ended, the statements of changes in net assets for each of the years in the two-year period then ended, and the
financial highlights for each of the years in the five-year period then ended. These financial statements and financial
highlights are the responsibility of the Funds' management. Our responsibility is to express an opinion on these
financial statements and financial highlights based on our audits.

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board
(United States). Those standards require that we plan and perform the audit to obtain reasonable assurance
about whether the financial statements and financial highlights are free of material misstatement. An audit includes
examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. Our
procedures included confirmation of securities owned as of December 31, 2007 by correspondence with the
custodian and brokers or by other appropriate audit procedures where replies from brokers were not received.
An audit also includes assessing the accounting principles used and significant estimates made by management, as
well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable
basis for our opinion.

In our opinion, the financial statements and financial highlights referred to above present fairly, in all material
respects, the financial position of Berwyn Fund, Berwyn Income Fund and Berwyn Cornerstone Fund as of
December 31, 2007, the results of their operations for the year then ended, the changes in their net assets for
each of the years in the two-year period then ended, and the financial highlights for each of the years in the five-
year period then ended, in conformity with accounting principles generally accepted in the United States of
America.

                                                            /s/ BRIGGS, BUNTING & DOUGHERTY, LLP

                                                                 BRIGGS, BUNTING & DOUGHERTY, LLP

             Philadelphia, Pennsylvania
             February 25, 2008




                                                          37
THE BERWYN FUNDS
ABOUT YOUR FUNDS' EXPENSES (UNAUDITED)


We believe it is important for you to understand the impact of costs on your investment. As a shareholder of the
Funds, you incur two types of costs: (1) transaction costs, including redemption fees; and (2) ongoing costs,
including management fees and other Fund expenses. The following examples are intended to help you
understand the ongoing costs (in dollars) of investing in the Funds and to compare these costs with the ongoing
costs of investing in other mutual funds.

A mutual fund's ongoing costs are expressed as a percentage of its average net assets. This figure is known as the
expense ratio. The examples below are based on an investment of $1,000 made at the beginning of the period
shown and held for the entire period (July 1, 2007 - December 31, 2007).

The table below illustrates the Funds' ongoing costs in two ways:

Actual Fund Return - This section helps you to estimate the actual expenses that you paid over the period. The
"Ending Account Value" shown is derived from the Funds' actual return, and the third column shows the dollar
amount of operating expenses that would have been paid by an investor who started with $1,000 in the Funds.
You may use the information here, together with the amount you invested, to estimate the expenses that you paid
over the period.

To do so, simply divide your account value by $1,000 (for example, an $8,600 account value divided by $1,000
= 8.6), then multiply the result by the number given for the Fund under the heading "Expenses Paid During
Period."

Hypothetical 5% Return - This section is intended to help you compare the Funds' costs with those of other
mutual funds. It assumes that the Funds had an annual return of 5% before expenses during the period shown, but
that the expense ratio is unchanged. In this case, because the return used is not the Funds' actual return, the
results do not apply to your investment. The example is useful in making comparisons because the Securities and
Exchange Commission requires all mutual funds to calculate expenses based on a 5% return. You can assess the
Funds' costs by comparing this hypothetical example with the hypothetical examples that appear in shareholder
reports of other mutual funds.

Note that expenses shown in the table are meant to highlight and help you
compare ongoing costs only. The Funds do not charge sales loads. However, a redemption fee of 1% is applied
on the sale of shares held for less than six months.

The calculations assume no shares were bought or sold during the period. Your actual costs may have been
higher or lower, depending on the amount of your investment and the timing of any purchases or redemptions.

More information about the Funds' expenses, including annual expense ratios for the prior five fiscal years, can be
found in this report. For additional information on operating expenses and other shareholder costs, please refer to
the Funds' prospectus.

                                                        38
THE BERWYN FUNDS
ABOUT YOUR FUNDS' EXPENSES (UNAUDITED) (CONTINUED)

                                                                   BEGINNING             ENDING
                                                                 ACCOUNT VALUE        ACCOUNT VALUE          EXPENSES PAI
                                                                 JULY 1, 2007       DECEMBER 31, 2007        DURING PERIO
                                                                 ------------       -----------------        ------------
BERWYN FUND
Based on Actual Fund Return.........................               $1,000.00              $ 911.00                $ 6.07
Based on Hypothetical 5% Return (before expenses)...               $1,000.00              $1,018.85               $ 6.41

BERWYN INCOME FUND
Based on Actual Fund Return.........................               $1,000.00              $1,032.50               $ 3.64
Based on Hypothetical 5% Return (before expenses)...               $1,000.00              $1,021.63               $ 3.62

BERWYN CORNERSTONE FUND
Based on Actual Fund Return.........................               $1,000.00              $ 930.80                $ 9.73
Based on Hypothetical 5% Return (before expenses)...               $1,000.00              $1,015.12               $10.16




* Expenses are equal to the Funds' annualized expense ratios for the period as stated below, multiplied by the
average account value over the period, multiplied by 184/365 (to reflect the one-half year period).

                                     Berwyn Fund                      1.26%
                                     Berwyn Income Fund               0.71%
                                     Berwyn Cornerstone Fund          2.00%




FEDERAL TAX INFORMATION (UNAUDITED)


In accordance with federal tax requirements, the following provides shareholders with information concerning
distributions from ordinary income and net realized gains made by the Funds during the year ended December
31, 2007. Certain dividends paid by the Funds may be subject to a maximum tax rate of 15%, as provided by
the Jobs and Growth Tax Relief Reconciliation Act of 2003. Berwyn Fund, Berwyn Income Fund and Berwyn
Cornerstone Fund designate $1,444,497, $1,603,398 and $91,805, respectively, as Qualified Dividend Income,
which may be subject to a maximum tax rate of 15%.

Berwyn Fund, Berwyn Income Fund and Berwyn Cornerstone Fund designate $10,394,521, $6,352,484 and
$525,340, respectively, as long-term capital gains distributions paid during the year.

As required by federal regulations, complete information will be computed and reported in conjunction with your
2007 Form 1099-DIV.

                                                       39
THE BERWYN FUNDS

BOARD OF TRUSTEES AND EXECUTIVE OFFICERS (UNAUDITED)


Overall responsibility for management of the Funds rests with the Board of Trustees. The Trustees serve during
the lifetime of the Trust and until its termination, or until death, resignation, retirement or removal. The Trustees, in
turn, elect the officers of the Trust to actively supervise its day-to-day operations. The officers have been elected
for an annual term. The following are the Trustees and executive officers of the Trust:

---------------------------------------------------------------------------------------------------------
                                                                     Position Held               Length o
 Trustee                  Address                            Age     with the Trust              Time Ser
---------------------------------------------------------------------------------------------------------
* Robert E. Killen        1199 Lancaster Avenue              67      President and Trustee       Since
                          Berwyn, PA 19312                                                       February
---------------------------------------------------------------------------------------------------------
  Denis P. Conlon         1199 Lancaster Avenue              60      Trustee                     Since
                          Berwyn, PA 19312                                                       June 199
---------------------------------------------------------------------------------------------------------
  Deborah D. Dorsi        1199 Lancaster Avenue              52      Trustee                     Since
                          Berwyn, PA 19312                                                       April 19
---------------------------------------------------------------------------------------------------------
* Kevin M. Ryan           1199 Lancaster Avenue              60      Vice President and Chief    Since
                          Berwyn, PA 19312                           Compliance Officer          October
---------------------------------------------------------------------------------------------------------
  Robert G. Dorsey        225 Pictoria Drive, Suite 450,     50      Vice President              Since
                          Cincinnati, OH 45246                                                   April 20
---------------------------------------------------------------------------------------------------------
  Mark J. Seger           225 Pictoria Drive, Suite 450,     46      Treasurer                   Since
                          Cincinnati, OH 45246                                                   April 20
---------------------------------------------------------------------------------------------------------
  John F. Splain          225 Pictoria Drive, Suite 450,     51      Secretary                   Since
                          Cincinnati, OH 45246                                                   April 20
---------------------------------------------------------------------------------------------------------




* Robert E. Killen and Kevin M. Ryan are "interested persons" of the Trust within the meaning of Section 2(a)
(19) of the Investment Company Act of 1940. Mr. Killen and Mr. Ryan are brothers-in-law.

** Reflects length of time served as a Trustee to the Trust and as a Director of the Trust's predecessor entities,
prior to the reorganization in April 1999.

*** Prior to October 2004, Mr. Ryan served the Trust and its predecessor entities in various capacities as a
Director and/or officer beginning in 1983.

Each Trustee oversees the three portfolios of the Trust. The principal occupations of the Trustees and executive
officers of the Trust during the past five years and public directorships held by the Trustees are set forth below:

Robert E. Killen is an Officer, Director and sole shareholder of the Advisor. He is also a Director and Officer of
Berwyn Financial Services Corp. (a registered broker-dealer).

Denis P. Conlon is President and Chief Executive Officer of CRC Industries (a worldwide manufacturer).

Deborah D. Dorsi is a retired computer industry executive.

Kevin M. Ryan is Legal Counsel and Chief Compliance Officer to the Advisor and an Officer and Director of
Berwyn Financial Services Corp. (a registered broker-dealer).

Robert G. Dorsey is a Managing Director of Ultimus Fund Solutions, LLC (the Trust's administrator) and Ultimus
Fund Distributors, LLC (a registered broker-dealer).

                                                           40
THE BERWYN FUNDS

BOARD OF TRUSTEES AND EXECUTIVE OFFICERS (UNAUDITED)
(CONTINUED)


Mark J. Seger is a Managing Director of Ultimus Fund Solutions, LLC and Ultimus Fund Distributors, LLC.

John F. Splain is a Managing Director of Ultimus Fund Solutions, LLC and Ultimus Fund Distributors, LLC.

Additional information about the Board of Trustees and executive officers may be found in the Funds' Statement
of Additional Information ("SAI"). To obtain a free copy of the SAI, please call 1-800-992-6757.

OTHER INFORMATION (UNAUDITED)


A description of the policies and procedures that the Funds use to vote proxies relating to portfolio securities is
available at the Funds' website at http://www.theberwynfunds.com and is also available without charge upon
request by calling toll-free 1-800-992-6757, or on the Securities and Exchange Commission's (SEC) website at
http://www.sec.gov. Information regarding how the Funds voted proxies relating to portfolio securities during the
most recent 12-month period ended June 30th is available at the Funds' website at
http://www.theberwynfunds.com and is also available without charge upon request by calling toll-free 1-800-
992-6757, or on the SEC's website at http://www.sec.gov.

The Trust files a complete listing of portfolio holdings for the Funds with the SEC as of the first and third quarters
of each fiscal year on Form N-Q. The filings are available upon request, by calling 1-800-992-6757.
Furthermore, you may obtain a copy of the filings on the SEC's website at http://www.sec.gov. The Trust's
Forms N-Q may also be reviewed and copied at the SEC's Public Reference Room in Washington, DC.
Information on the operation of the Public Reference Room may be obtained by calling 1-800-SEC-0330.

                                                         41
RESULTS OF A SPECIAL SHAREHOLDER MEETING
OF THE BERWYN CORNERSTONE FUND
(UNAUDITED)


On December 7, 2007, a Special Meeting of Shareholders of the Berwyn Cornerstone Fund was held for the
purpose of voting on the following Proposal:

Proposal: To approve or disapprove a revision to the Fund's investment strategy providing that under normal
circumstances, the Fund will invest primarily in equity securities, the majority of which are issued by large-
capitalization and/or mid-capitalization companies.

The total number of shares of the Berwyn Cornerstone Fund present in person or by proxy represented
approximately 55.26% of the shares entitled to vote at the meeting. The Proposal was approved by shareholders.
The results of the voting were as follows:

                                        For                 Against               Abstain
                                    -----------           -----------            ---------
                                    276,524.708             484.833                 0.00


                       42
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ITEM 2. CODE OF ETHICS.

As of the end of the period covered by this report, the registrant has adopted a code of ethics that applies to the
registrant's principal executive officer, principal financial officer, principal accounting officer or controller, or
persons performing similar functions, regardless of whether these individuals are employed by the registrant or a
third party. Pursuant to Item 12(a)(1), a copy of registrant's code of ethics is filed as an exhibit to this Form N-
CSR. During the period covered by this report, the code of ethics has not been amended, and the registrant has
not granted any waivers, including implicit waivers, from the provisions of the code of ethics.

ITEM 3. AUDIT COMMITTEE FINANCIAL EXPERT.

The registrant's board of trustees has determined that the registrant has at least one audit committee financial
expert serving on its audit committee. The name of the audit committee financial expert is Denis P. Conlon. Mr.
Conlon is "independent" for purposes of this Item.

ITEM 4. PRINCIPAL ACCOUNTANT FEES AND SERVICES.

(a) Audit Fees. The aggregate fees billed for professional services rendered by the principal accountant for the
audit of the registrant's annual financial statements or for services that are normally provided by the accountant in
connection with statutory and regulatory filings or engagements were $32,300 and $30,500 with respect to the
registrant's fiscal years ended December 31, 2007 and 2006, respectively.

(b) Audit-Related Fees. No fees were billed in either of the last two fiscal years for assurance and related
services by the principal accountant that are reasonably related to the performance of the audit of the registrant's
financial statements and are not reported under paragraph (a) of this Item.

(c) Tax Fees. The aggregate fees billed for professional services rendered by the principal accountant for tax
compliance, tax advice, and tax planning were $7,600 and $7,500 with respect to the registrant's fiscal years
ended December 31, 2007 and 2006, respectively. The services comprising these fees are the preparation of the
registrant's federal income and excise tax returns.

(d) All Other Fees. No fees were billed in either of the last two fiscal years for products and services provided by
the principal accountant, other than the services reported in paragraphs (a) through (c) of this Item.

(e)(1) The audit committee has not adopted pre-approval policies and procedures described in paragraph (c)(7)
of Rule 2-01 of Regulation S-X.

(e)(2) None of the services described in paragraph (b) through (d) of this Item were approved by the audit
committee pursuant to paragraph
(c)(7)(i)(C) of Rule 2-01 of Regulation S-X.

(f) Less than 50% of hours expended on the principal accountant's engagement to audit the registrant's financial
statements for the most recent fiscal year were attributed to work performed by persons other than the principal
accountant's full-time, permanent employees.
(g) During the fiscal years ended December 31, 2007 and 2006, aggregate non-audit fees of $7,600 and $7,500,
respectively, were billed by the registrant's accountant for services rendered to the registrant. No non-audit fees
were billed in either of the last two fiscal years by the registrant's accountant for services rendered to the
registrant's investment adviser (not including any sub-adviser whose role is primarily portfolio management and is
subcontracted with or overseen by another investment adviser), and any entity controlling, controlled by, or under
common control with the adviser that provides ongoing services to the registrant.

(h) The principal accountant has not provided any non-audit services to the registrant's investment adviser (not
including any sub-adviser whose role is primarily portfolio management and is subcontracted with or overseen by
another investment adviser), and any entity controlling, controlled by, or under common control with the
investment adviser that provides ongoing services to the registrant.

ITEM 5. AUDIT COMMITTEE OF LISTED REGISTRANTS.

Not applicable

ITEM 6. SCHEDULE OF INVESTMENTS.

Not applicable [schedule filed with Item 1]

ITEM 7. DISCLOSURE OF PROXY VOTING POLICIES AND PROCEDURES FOR CLOSED-
END
MANAGEMENT INVESTMENT COMPANIES.

Not applicable

ITEM 8. PORTFOLIO MANAGERS OF CLOSED-END MANAGEMENT INVESTMENT
COMPANIES.

Not applicable

ITEM 9. PURCHASES OF EQUITY SECURITIES BY CLOSED-END MANAGEMENT
INVESTMENT
COMPANY AND AFFILIATED PURCHASERS.

Not applicable

ITEM 10. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.

The registrant has not adopted procedures by which shareholders may recommend nominees to the registrant's
board of trustees.

ITEM 11. CONTROLS AND PROCEDURES.

(a) Based on their evaluation of the registrant's disclosure controls and procedures (as defined in Rule 30a-3(c)
under the Investment Company Act of 1940) as of a date within 90 days of the filing date of this report, the
registrant's principal executive officer and principal financial officer have concluded that such disclosure controls
and procedures are reasonably designed and are operating effectively to ensure that material information relating
to the registrant, including its consolidated subsidiaries, is made known to them by others within those entities,
particularly during the period in which this report is being prepared, and that the information required in filings on
Form N-CSR is recorded, processed, summarized, and reported on a timely basis.
(b) There were no changes in the registrant's internal control over financial reporting (as defined in Rule 30a-3(d)
under the Investment Company Act of 1940) that occurred during the second fiscal quarter of the period covered
by this report that have materially affected, or are reasonably likely to materially affect, the registrant's internal
control over financial reporting.

ITEM 12. EXHIBITS.

File the exhibits listed below as part of this Form. Letter or number the exhibits in the sequence indicated.

(a)(1) Any code of ethics, or amendment thereto, that is the subject of the disclosure required by Item 2, to the
extent that the registrant intends to satisfy the Item 2 requirements through filing of an exhibit: Attached hereto

(a)(2) A separate certification for each principal executive officer and principal financial officer of the registrant as
required by Rule 30a-2(a) under the Act (17 CFR 270.30a-2(a)): Attached hereto

(a)(3) Any written solicitation to purchase securities under Rule 23c-1 under the Act (17 CFR 270.23c-1) sent
or given during the period covered by the report by or on behalf of the registrant to 10 or more persons: Not
applicable

(b) Certifications required by Rule 30a-2(b) under the Act (17 CFR 270.30a-2(b)): Attached hereto

          Exhibit 99.CODE ETH              Code of Ethics

          Exhibit 99.CERT                  Certifications required by Rule 30a-2(a) under the Act

          Exhibit 99.906CERT               Certifications required by Rule 30a-2(b) under the Act
                                                  SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934 and the Investment Company Act of 1940,
the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

(Registrant) The Berwyn Funds

          By (Signature and Title)*                 /s/ Robert E. Killen
                                           -----------------------------------------------------
                                                    Robert E. Killen, President




Date February 28, 2008

Pursuant to the requirements of the Securities Exchange Act of 1934 and the Investment Company Act of 1940,
this report has been signed below by the following persons on behalf of the registrant and in the capacities and on
the dates indicated.

          By (Signature and Title)*                 /s/ Robert E. Killen
                                           -----------------------------------------------------

                                                      Robert E. Killen, President




Date February 28, 2008

          By (Signature and Title)*                 /s/ Mark J. Seger
                                           -----------------------------------------------------

                                                      Mark J. Seger, Treasurer




Date February 28, 2008

* Print the name and title of each signing officer under his or her signature.
THE BERWYN FUNDS

                         CODE OF ETHICS FOR PRINCIPAL EXECUTIVE AND
                                     FINANCIAL OFFICERS

I. COVERED OFFICERS/PURPOSE OF THE CODE

This Berwyn Funds code of ethics (the "Code") for the investment company ("Fund") applies to the Fund's Chief
Executive Officer and Chief Financial Officer (the "Covered Officers" each of whom are set forth in Exhibit
A) for the purpose of promoting:

o honest and ethical conduct, including the ethical handling of actual or apparent conflicts of interest between
personal and professional relationships;

o full, fair, accurate, timely and understandable disclosure in reports and documents that a registrant files with, or
submits to, the Securities and Exchange Commission ("SEC") and in other public communications made by the
Fund;

o compliance with applicable laws and governmental rules and regulations;

o The prompt internal reporting of violations of the Code to an appropriate person or persons identified in the
Code; and

o accountability for adherence of the Code.

Each Covered Officer should adhere to a high standard of business ethics and should be sensitive to situations
that may give rise to actual as well as apparent conflicts of interest.

II. COVERED OFFICERS SHOULD HANDLE ETHICALLY ACTUAL AND APPARENT CONFLICTS
OF INTEREST

OVERVIEW. A "conflict of interest" occurs when a Covered Officer's private interest interferes with the interests
of, or his service to, the Fund. For example, a conflict of interest would arise if a Covered Officer, or a member
of his family, receives improper personal benefits as a result of his position with the Fund.

Certain conflicts of interest arise out of the relationships between Covered Officers and the Fund and already are
subject to conflict of interest provisions in the Investment Company Act of 1940 ("Investment Company Act")
and the Investment Advisers Act of 1940 ("Investment Advisers Act"). For example, Covered Officers may not
individually engage in certain transactions (such as the purchase or sale of securities

                                                         -1-
or other property) with the Fund because of their status as "affiliated persons" of the Fund. The Fund's and the
investment adviser's compliance programs and procedures are designed to prevent, or identify and correct,
violations of these provisions. This Code does not, and is not intended to, repeat or replace these programs and
procedures, and such conflicts fall outside of the parameters of this Code.

Although typically not presenting an opportunity for improper personal benefits, conflicts arise from, or as a result
of, the contractual relationship between the Fund and its investment adviser of which the Covered Officers may
also be officers or employees. As a result, this Code recognizes that the Covered Officers will, in the normal
course of their duties (whether formally for the Fund or for the adviser or for both), be involved in establishing
policies and implanting decisions that will have different effects on the investment adviser and the Fund. The
participation of the Covered Officers in such activities is inherent in the contractual relationship between the Fund
and its investment adviser and is consistent with the performance by the Covered Officers of their duties as
officers of the Fund. Thus, if performed in conformity with the provisions of the Investment Company Act and the
Investment Advisers Act, such activities will be deemed to have been handled ethically. In addition, it is
recognized by the Fund's Board of Trustees ("Board") that the Covered Officers may also be officers or
employees of one or more other investment companies covered by this or other codes.

Other conflicts of interest are covered by the Code, even if such conflicts of interest are not subject to provisions
in the Investment Company Act and the Investment Advisers Act. The following list provides examples of
conflicts of interest under the Code, but Covered Officers should keep in mind that these examples are not
exhaustive. The overarching principle is that the personal interest of a Covered Officer should not be placed
improperly before the interest of the Fund.

****

                                          Each Covered Officer must:

o not use his personal influence or personal relationships improperly to influence investment decisions or financial
reporting by the Fund whereby the Covered Officer would benefit personally to the detriment of the Fund.

o not cause the Fund to take action, or fail to take action, for the individual personal benefit of the Covered
Officer rather than the benefit of the Fund; and

o not use material non-public knowledge or portfolio transactions made or contemplated for the Fund to trade
personally or cause others to trade personally in contemplation of the market effect of such transactions.

                                                         -2-
There are some conflict of interest situations that should be approved by the Fund's legal counsel, if material.
Examples of these include:

o service as a director on the board of any public or private company;

o receipt of any gifts in excess of $200.00;

o the receipt of any entertainment from any company with which the Fund has current or prospective business
dealings unless such entertainment is business-related, reasonable in cost, appropriate as to time and place, and
not so frequent as to raise any question of impropriety;

o any ownership interest in, or any consulting or employment relationship with, any of the Fund's service
providers, other than its investment adviser, principal underwriter, administrator or any affiliated person thereof;
and

o a direct or indirect financial interest in commissions, transaction charges or spreads paid by the Fund for
effecting portfolio transactions or for selling or redeeming shares other than an interest arising from the Covered
Officer's employment, such as compensation or equity ownership.

III. DISCLOSURE AND COMPLIANCE

o Each Covered Officer should familiarize himself with the disclosure requirements generally applicable to the
Fund;

o each Covered Officer should not knowingly misrepresent, or cause others to misrepresent, facts about the
Fund to others, whether within or outside the Fund, including to the Fund's Trustees and auditor, and to
governmental regulators and self-regulatory organizations;

o each Covered Officer should, to the extent appropriate within his area of responsibility, consult with other
officers and employees of the Fund and the adviser with the goal of promoting full, fair, accurate, timely and
understandable disclosure in the reports and documents the Fund files with, or submits to, the SEC and in other
public communications made by the Fund; and

o it is the responsibility of each Covered Officer to promote compliance with the standards and restrictions
imposed by applicable laws, rules and regulations.

                                                         -3-
IV. REPORTING AND ACCOUNTABILITY

                                           Each Covered Officer must:

o upon adoption of the Code (or thereafter as applicable, upon becoming a Covered Officer), affirm in writing to
the Board that he had received, read, and understands the Code;

o annually affirm to the Board that he had complied with the requirements of the Code and report on the Covered
Officer's affiliations and relationships;

o not retaliate against any other Covered Officer or any employee of the Fund or their affiliated persons for
reports to potential violations that are made in good faith; and

o notify the Fund's legal counsel promptly if he knows of any violations of this Code. Failure to do so is itself a
violation of this Code.

The Fund's legal counsel is responsible for applying this Code to specific situations in which questions are
presented under it and has the authority to interpret this Code in any particular situation. However, any approvals
or waivers sought by a Covered Officer will be considered by the Independent Trustees in the Board.

The Fund will follow these procedures in investigation and enforcing this Code:

o the Fund's legal counsel will take all appropriate actions to investigate any potential violations reported to such
counsel;

o if, after such investigation, the Fund's legal counsel believes that no violation has occurred, such counsel is not
required to take any further action;

o any matter that the Fund's legal counsel believes is a violation will be reported to the Designated Independent
Trustee;

o if the Designated Independent Trustee concurs that a violation has occurred, he will inform the Board, which
will consider appropriate action, which may include review of, and appropriate modifications to, applicable
policies and procedures; notification to appropriate personnel of the investment adviser or its board; or a
recommendation to dismiss the Covered Officer;

o the Board will be responsible for granting waivers, as appropriate; and

o any changes to or waivers of this Code will, to the extent required, be disclosed as provided by the SEC rules.

                                                          -4-
V. OTHER POLICIES AND PROCEDURES

This Code shall be the sole code of ethics adopted by the Fund for purposes of Section 406 of the Sarbanes-
Oxley Act and the rules and forms applicable to registered investment companies therunder. Insofar as other
policies or procedures of the Fund, the Fund's adviser, principal underwriter, or other service providers govern
or purport to govern the behavior or activities of the Covered Officers who are subject to this Code, they are
superseded by this Code to the extent that they overlap or conflict with the provisions of this Code. The Fund's
and their investment adviser's codes of ethics under Rule 17j-1 under the Investment Company Act and the
adviser's more detailed policies and procedures are separate requirements applying to the Covered Officers and
others, and are not part of this Code.

VI. AMENDMENTS

Any amendments to this Code, other than amendments to Exhibit A, must be approved or ratified by a majority
vote of the Board, including a majority of Independent Trustees.

VII. CONFIDENTIALITY

All reports and records prepared or maintained pursuant to this Code will be considered confidential and shall be
maintained and protected accordingly. Except as otherwise required by law or this Code, such matters shall not
be disclosed to anyone other than the Board, its counsel and the adviser.

VIII. INTERNAL USE

The Code is intended solely for the internal use by the Fund and does not constitute an admission, by or on behalf
of the Fund, as to any fact, circumstance, or legal conclusion.

Date: November 8, 2005

                                                       -5-
                                            EXHIBIT A

COVERED OFFICERS OF THE BERWYN FUNDS:

Robert E. Killen, President & Chairman (Chief Executive Officer)

Mark J. Seger, Treasurer (Chief Financial Officer)

                                                -6-
EX-99.CERT

                                                CERTIFICATIONS

I, Robert E. Killen, certify that:

1. I have reviewed this report on Form N-CSR of The Berwyn Funds;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a
material fact necessary to make the statements made, in light of the circumstances under which such statements
were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly
present in all material respects the financial condition, results of operations, changes in net assets, and cash flows
(if the financial statements are required to include a statement of cash flows) of the registrant as of, and for, the
periods presented in this report;

4. The registrant's other certifying officer(s) and I are responsible for establishing and maintaining disclosure
controls and procedures (as defined in Rule 30a-3(c) under the Investment Company Act of 1940) and internal
control over financial reporting (as defined in Rule 30a-3(d) under the Investment Company Act of 1940) for the
registrant and have:

(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be
designed under our supervision, to ensure that material information relating to the registrant, including its
consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in
which this report is being prepared;

(b) Designed such internal control over financial reporting, or caused such internal control over financial reporting
to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial
reporting and the preparation of financial statements for external purposes in accordance with generally accepted
accounting principles;

(c) Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report
our conclusions about the effectiveness of the disclosure controls and procedures, as of a date within 90 days
prior to the filing date of this report based on such evaluation; and

(d) Disclosed in this report any change in the registrant's internal control over financial reporting that occurred
during the second fiscal quarter of the period covered by this report that has materially affected, or is reasonably
likely to materially affect, the registrant's internal control over financial reporting; and

5. The registrant's other certifying officer(s) and I have disclosed to the registrant's auditors and the audit
committee of the registrant's board of directors (or persons performing the equivalent functions):

(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial
reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize, and
report financial information; and

(b) Any fraud, whether or not material, that involves management or other employees who have a significant role
in the registrant's internal control over financial reporting.

          Date: February 28, 2008                      /s/ Robert E. Killen
                                                       --------------------------------------------
                                                       Robert E. Killen, President
                                                CERTIFICATIONS

I, Mark J. Seger, certify that:

1. I have reviewed this report on Form N-CSR of The Berwyn Funds;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a
material fact necessary to make the statements made, in light of the circumstances under which such statements
were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly
present in all material respects the financial condition, results of operations, changes in net assets, and cash flows
(if the financial statements are required to include a statement of cash flows) of the registrant as of, and for, the
periods presented in this report;

4. The registrant's other certifying officer(s) and I are responsible for establishing and maintaining disclosure
controls and procedures (as defined in Rule 30a-3(c) under the Investment Company Act of 1940) and internal
control over financial reporting (as defined in Rule 30a-3(d) under the Investment Company Act of 1940) for the
registrant and have:

(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be
designed under our supervision, to ensure that material information relating to the registrant, including its
consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in
which this report is being prepared;

(b) Designed such internal control over financial reporting, or caused such internal control over financial reporting
to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial
reporting and the preparation of financial statements for external purposes in accordance with generally accepted
accounting principles;

(c) Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report
our conclusions about the effectiveness of the disclosure controls and procedures, as of a date within 90 days
prior to the filing date of this report based on such evaluation; and

(d) Disclosed in this report any change in the registrant's internal control over financial reporting that occurred
during the second fiscal quarter of the period covered by this report that has materially affected, or is reasonably
likely to materially affect, the registrant's internal control over financial reporting; and

5. The registrant's other certifying officer(s) and I have disclosed to the registrant's auditors and the audit
committee of the registrant's board of directors (or persons performing the equivalent functions):

(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial
reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize, and
report financial information; and

(b) Any fraud, whether or not material, that involves management or other employees who have a significant role
in the registrant's internal control over financial reporting.

          Date: February 28, 2008                      /s/ Mark J. Seger
                                                       --------------------------------------------
                                                       Mark J. Seger, Treasurer
EX-99.906CERT

                                              CERTIFICATIONS

Robert E. Killen, Chief Executive Officer, and Mark J. Seger, Chief Financial Officer, of The Berwyn Funds (the
"Registrant"), each certify to the best of his knowledge that:

1. The Registrant's periodic report on Form N-CSR for the period ended December 31, 2007 (the "Form N-
CSR") fully complies with the requirements of section 13(a) or section 15(d) of the Securities Exchange Act of
1934, as amended; and

2. The information contained in the Form N-CSR fairly presents, in all material respects, the financial condition
and results of operations of the Registrant.

           CHIEF EXECUTIVE OFFICER                         CHIEF FINANCIAL OFFICER

           The Berwyn Funds                                The Berwyn Funds

           /s/ Robert E. Killen                            /s/ Mark J. Seger
           ------------------------------------            -------------------------------------
           Robert E. Killen, President                     Mark J. Seger, Treasurer

           Date:    February 28, 2008                      Date:   February 28, 2008




A SIGNED ORIGINAL OF THIS WRITTEN STATEMENT REQUIRED BY SECTION 906, OR OTHER
DOCUMENT AUTHENTICATING, ACKNOWLEDGING OR OTHERWISE ADOPTING THE
SIGNATURE THAT APPEARS IN TYPED FORM WITHIN THE ELECTRONIC VERSION OF THIS
WRITTEN STATEMENT REQUIRED BY SECTION 906, HAS BEEN PROVIDED TO THE BERWYN
FUNDS AND WILL BE RETAINED BY THE BERWYN FUNDS AND FURNISHED TO THE
SECURITIES AND EXCHANGE COMMISSION OR ITS STAFF UPON REQUEST.

This certification is being furnished to the Securities and Exchange Commission solely pursuant to 18 U.S.C.
1350 and is not being filed as part of the Form N-CSR filed with the Commission.