THE BERWYN FUND, INC.
THIS PROXY IS
SOLICITED ON BEHALF
OF THE BOARD OF
DIRECTORS
Robert E. Killen and Kevin M. Ryan, or either of them, with
power of substitution, are hereby authorized as proxies to
represent, and to vote the shares of, the undersigned at the
Annual Meeting of Shareholders of The Berwyn Fund, Inc., to be
held at 10:00 A.M., Monday, March 31, 1997 at 1199 Lancaster
Avenue, Berwyn, Pennsylvania, and at any adjournment thereof.
The proxies are to vote the shares of the undersigned as
instructed below and in accordance with their judgment on all
other matters which may properly come before the meeting. If
no specification is made, this proxy shall be voted in favor of
each listed proposal (including each nominee for director).
The Board of Directors recommends voting for Items 1, 2, and 3.
1. Election of Directors:
For Withhold Withhold
_____ All Nominees _____ All Nominees _____ Those
Listed
Below
Nominees:
Robert E. Killen, Anthony N. Carrelli, Denis P. Conlon,
Kevin M. Ryan and William H. Vonier.
Instruction: To withhold authority to vote for any
individual nominee, please print his name below:
2. Investment Advisory Agreement:
______Approve _____ Disapprove _____
Abstain
3. Ratification of Price Waterhouse as Independent
Accountants:
______For ______ Against ______
Abstain
Please sign and date this proxy and return it promptly in the
enclosed envelope.
_____________________________________
Dated____________________1997
_____________________________________
Dated____________________1997 Joint Tenant (if any)
Please check here ____ if planning to attend the annual
meeting.
Please check here _____ if you have comments and use back of
form.
YOUR VOTE IS IMPORTANT
THE BERWYN FUND, INC.
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
MARCH 31, 1997
BERWYN, PENNSYLVANIA
NOTICE IS HEREBY GIVEN that the annual meeting of shareholders
of The Berwyn Fund, Inc., ("The Fund"), a registered investment
company, will be held at the executive offices of The Killen
Group, Inc., 1199 Lancaster Avenue, Berwyn, Pennsylvania, on
Monday, March 31, 1997 at
10:00 A.M., for the following purposes:
1. To elect 5 Directors to serve until the next annual
meeting of shareholders and until their successors are elected;
2. To consider and approve the Investment Advisory
Agreement between the Fund and The Killen Group, Inc. for the
period March 31, 1997 to March 27, 1998, or until the next
annual meeting of shareholders;
3. To consider and ratify the appointment of Price
Waterhouse as independent accountants for the fiscal year
ending December 31, 1997.
At such meeting, only holders of common stock of record at the
close of business on February 11, 1997 will be entitled to
vote.
You are encouraged to attend this meeting in person, but if you
cannot do so, please complete, date, sign and return the
accompanying proxy at your earliest convenience. YOUR
PARTICIPATION, IN PERSON OR BY PROXY, IS IMPORTANT. BUSINESS
MAY BE TRANSACTED ONLY IF A MAJORITY OF THE SHARES ENTITLED TO
VOTE ARE PRESENT IN PERSON OR BY PROXY.
By Order of The Board of Directors
__________________________________
Kevin M. Ryan
Secretary
February 12, 1997
-1-
PROXY STATEMENT
SOLICITATION, REVOCATION AND VOTING OF PROXIES
The enclosed proxy is solicited by and on behalf of the Board
of Directors of The Berwyn Fund, Inc. (the "Fund"), for use at
the Annual Meeting of Shareholders or any adjournment thereof,
to be held on March 31, 1997 at 10:00 A.M., at the executive
offices of The Killen Group, Inc. (the "Adviser"), 1199
Lancaster Avenue, Berwyn, Pennsylvania. The Fund's address is
1189 Lancaster Avenue, Berwyn, Pennsylvania 19312. This proxy
statement and the enclosed proxy are first being sent to
shareholders on or about March 1, 1997. The close of business
on February 11, 1997 has been fixed as the record date for the
determination of shareholders entitled to vote at the Annual
Meeting. On that date there were, outstanding, 4,493,648 shares
of common stock. (The Fund issues only common stock.)
Shareholders will be entitled to one vote on each matter for
each share held.
A majority of the shares entitled to vote, represented in
person or by proxy, will constitute a quorum and the presence
of a quorum is
necessary for the transaction of business. Abstentions and
broker nonvotes will be included for purposes of determining
whether a quorum is present at the meeting, but will be treated
as votes not cast and, therefore, will not be counted in
determining whether matters to be voted upon at the meeting
have been approved.
Approval of the proposed Investment Advisory Agreement between
the Fund and the Adviser (the "Advisory Agreement") requires
approval by a
vote of a majority of the Fund's outstanding voting securities as
defined in the Investment Company Act of 1940 (the "1940 Act").
Under the 1940 Act, such approval means the affirmative vote at a
meeting of shareholders of the lesser of (a) more than 50% of the
Fund's outstanding shares, or (b) 67% or more of the shares present
or represented at the meeting, if the holders of more than 50% of
the Fund's outstanding shares are present in person or represented
by proxy. The election of a nominee for Director and the
ratification of the appointment of Price Waterhouse as independent
accountants for the Fund will require the affirmative vote of a
majority of shares in attendance at the meeting either in person or
by proxy.
All shares represented by properly executed proxies, unless such
proxies have been previously revoked, will be voted at the Annual
Meeting in accordance with the directions on the proxies. A
shareholder who executes and returns a proxy may revoke it at any
time prior to its exercise by delivering to the Secretary of the
Fund written notice of its revocation, sending the Fund a proxy with
a later date, or by voting in person at the meeting. The cost of
soliciting proxies, which is estimated at $2,500, is being paid by
the Fund. In addition to solicitation by mail, Officers and
employees of the fund may request the return of proxies by personal
conversation or by telephone or telegraph.
Since the Fund is bearing all proxy solicitation costs, it is
requested that shareholders, who will not attend the meeting,
execute and return a proxy so as to avoid any additional
solicitation expense.
-2-
OWNERSHIP OF SHARES
Shareholders known by the Board of Directors to
own more than 5% of the outstanding shares of the Fund on February
11, 1997 and the percentage of the outstanding shares owned on that
date are listed below.
Name of Shareholder Amount of Percentage of
and Address Shares Owned Outstanding
Shares
Charles Schwab & Co. (1) 995,414 22%
101 Montgomery Street
San Francisco, CA
National Financial Services(1) 325,825 7%
Corp.
1 World Financial Center
200 Liberty Street New York, NY
(1) Indicates owner of record; such record owner is a registered
broker dealer and holds these shares for the benefit of its
customers.
To the Fund's knowledge, no person beneficially owned more than 5%
of the oustandi ng shares of the Fund on February 11, 1997.
PROPOSAL 1. NOMINEES FOR ELECTION AS DIRECTORS
Five Directors are to be elected to serve until the next Annual
Meeting of Shareholders and until their successors are elected. The
Board's nominees are named in the following table, which also sets
forth information about each of them concerning his age, principal
occupation, business
experience for at least the past five years, and ownership
of Fund shares. Robert E. Killen, Anthony N. Carrelli,
Denis P. Conlon, Kevin M. Ryan and William H. Vonier are
currently members of the Fund's Board of Directors and all
are nominees for election. The number and percentage of
shares of the Fund owned by all Directors and Officers as a
group is set forth below:
-3-
Number of Shares
Principal Occupation Beneficially
and Other Business Owned & Percent
Experience During the of Class as of
Name(Age) Past Five Years February 11, 1997
*Robert E. Killen Director and Shareholder, Berwyn Financial 183,213
(55) Services Corp., a financial services company (1)
(registered as a broker-dealer with the SEC 4%
12/93 and a member o the NASD since 7/94)
since October 1991. President and Director
of The Berwyn Fund, Inc., since February 1983.
President and Director of Berwyn Income Fund,
Inc., since December 1986. Director of
Westmoreland Coal Co. (a mining company) since
July 1996. Chairman, CEO and Sole Shareholder
of The Killen Group, Inc.,(an Investment
Advisory firm and the Investment Adviser to the
Fund) since April 1996. President,Treasurer,
Director and Sole Shareholder of The Killen Group,
Inc.,from September 1982 to March 1996.
Denis P. Conlon Director of The Berwyn Fund, Inc. and Berwyn 1,833
(47) Income Fund, Inc., since June 1992. President +
and CEO of CRC Industries, Inc., (a worldwide
manufacturer of chemical specialties for
industrial and automatic markets)since
September 1996. Vice President,Corporate
Development, Berwind Corporation (Diversified
Manufacturing and Financial Company) from 1990
to September 1996.
*Anthony N. Carrelli Director of Berwyn Income Fund, Inc. since 8,124
(47) December 1986. Director of The Berwyn Fund, (2)
Inc., since January 1995. Vice President of +
The Killen Group, Inc.(an Investment Advisory
Firm and the Investment Adviser to the Fund)
since August 1986.
*Kevin M. Ryan President, Treasurer, Director and Shareholder 19,142
(49) of Berwyn Financial Services Corp., a (3)
financial services company (registered as a +
broker-dealer with the SEC 12/93 and a member
of the NASD since 7/94) sinceOctober 1991.
Registered Principal with Securities America,
Inc. (a broker-dealer) from March 1993 to
August 1994. Secretary, Treasurer and Director
of The Berwyn Fund, Inc., since February 1983.
Secretary and Treasurer of Berwyn Income Fund,
Inc., since 1986.Director of Berwyn Income Fund,
Inc., from December 1986 to January 1995.
Counsel to The Killen Group,Inc. (an Investment
Advisory Firm and the Investment Adviser to the
Fund) since September 1985.
William H. Vonier Director of The Berwyn Fund, Inc. and Berwyn 12,323
(67) Income Fund, Inc., since June 1992. (4)
Independent Consultant in Sales and Marketing +
since 1989.
All Directors and Officers of the Fund as a group owned
224,905 shares of the Fund, which constitutes 5% of its
outstanding shares as of February 11, 1997.
+Indicates ownership of less than 1% of the outstanding
shares
of the Fund.
Notes:
(1) The shares listed for Robert E. Killen include
shares owned by The Killen Group, Inc. and by
his wife.
(2) Shares listed for Anthony N. Carrelli include shares
beneficially owned by members of his immediate family.
(3) Shares listed for Kevin M. Ryan include shares
owned by his wife and by a partnership of which he is a
General Partner.
(4) Shares listed for William Vonier include shares owned
by his
wife.
* Robert E. Killen, Anthony N. Carrelli and Kevin M. Ryan
are
interested persons of the Fund, as defined in the 1940
Act (the "Interested Directors"). Robert E. Killen is
an Officer, Director and sole shareholder in The Killen
Group, Inc., the Investment Adviser to the Fund. He is
also a Director and owner of 1/3 of the outstanding
shares of Berwyn Financial Services Corp., a broker
dealer. Anthony N. Carrelli is a Vice President of The
Killen Group, Inc. Kevin M. Ryan is legal counsel to
The Killen Group, Inc. and he is an Officer, Director
and the Owner of 1/3 of the outstanding shares of
Berwyn Financial Services Corp., a broker dealer.
Inaddition, Robert E. Killen and Kevin M. Ryan are
brothers-in-law. Berwyn Financial Services Corp.
serves as the selling agent for the Fund in certain
jurisdictions.
-5-
The Board of Directors sets broad policies for the Fund and
elects the Officers. The Officers are Robert E. Killen,
President, and Kevin M. Ryan, Secretary-Treasurer. The
Officers of the Fund manage its daily operations and are
directly responsible to the Directors.
The Board held four meetings in fiscal year 1996 and all
Directors were present at each meeting. The Board has an
Audit Committee composed of Messrs. Conlon and Vonier each of
whom are not an "interested person" of the Fund, as that term
is defined in the 1940 Act (the "Independent Directors"). The
Audit Committee recommends the selection of Independent Public
Accountants for the Fund, reviews the scope of the audit and
evaluates the Independent Accountants' work and opinions and
reports its findings to the Board. The Audit Committee met
once in 1996.
The Independent Directors are paid a fee of $400 for each
Board or Committee meeting attended and are reimbursed for any
travel expenses. If a Board and Committee meeting are held on
the same date, the Independent Directors receive only one fee.
In the 1996 fiscal year, Messrs. Conlon and Vonier were paid
fees of $1,600 and $1,600, respectively from the Fund.
Messrs. Conlon and Vonier also serve as
Independent Directors of Berwyn Income Fund, Inc. (another
registered investment company managed by the Adviser). In the
1996 fiscal year, Messrs. Conlon and Vonier received $1,600
and $1,600, respectively, in Directors' fees from Berwyn
Income Fund, Inc. The total payment from both Funds to
Messrs. Conlon and Vonier was $3,200 and $3,200 respectively,
for the 1996 fiscal year. Officers of the Fund are not paid
compensation by the Fund for their work as Officers and no
fees are paid to Interested Directors for the performance of
their duties.
PROPOSAL 2. INVESTMENT ADVISORY AGREEMENT
Investment Adviser
The Killen Group, Inc. ("the Adviser") currently serves as the
Investment Adviser to the Fund. The Adviser is a Pennsylvania
corporation formed in September 1982 and its offices are
located at 1189 Lancaster Avenue, Berwyn, Pennsylvania.
The Officers and Directors of the Adviser are Robert E.
Killen, Chairman, CEO and Treasurer, William A. Siegenthaler
is President, Chief Operating Officer and Director, Edward A.
Killen II, Executive Vice President, Secretary and Director,
and Tara J. Killen, Director. The address of each officer is
1199 Lancaster Ave., Berwyn, Pennsylvania.
Robert E. Killen has worked as an Investment Adviser since
1969. In that year, he cofounded the partnership of Compu Val
Management Associates (an Investment Advisory Firm) and was a
partner until February 1983 when he was replaced by the
Adviser as a partner. In December, 1983, the partnership of
Compu Val Management Associates was dissolved.
-6-
William A. Siegenthaler has been the President and Chief
Operating Officer of The Adviser since April 1996. Prior to
that he was manager of the Capital Markets Department of
Electronic Data Systems Coropration, Wayne, Pennsylvania from
March 1995 to March 1996.
Edward A. Killen II was Portfolio Manager for Compu Val
Management Associates from 1976 until September 1983. At that
time he assumed his present position with the Adviser.
Tara J. Killen has been employed by the Adviser since June
1994 as an assistant portfolio manager and supervisor for
mutual fund communications.
Robert E. Killen is Chairman of the Board and President of the
Fund and currently a nominee for election as a Director.
Anthony N. Carrelli, a Vice President of the Adviser and Kevin
M. Ryan, Legal Counsel to the Adviser, are currently members
of the Board and nominees for election as Directors at the
Annual Meeting.
Advisory Agreement
The Adviser serves as Investment Adviser pursuant to a written
agreement dated May 14, 1993. Under the terms of the
agreement, the Adviser provides the Fund with advice and
recommendations with respect to investments, investment
policies, the purchase and sale of
securities and the management of the Fund's resources.
In addition to providing investment services to the Fund, the
Adviser provides and furnishes office space for the Fund and
provides personnel to administer the Fund's operations. The
Adviser also pays all expenses associated with the sales
promotion of the Fund.
As compensation for investment services, under the Advisory
Agreement, the Fund has agreed to pay the Adviser monthly
compensation at the annual rate of 1% of the average daily net
assets of the Fund. This fee is higher than that of most
mutual funds. In the 1996 fiscal year, the Adviser received
advisory fees from the Fund totaling $ 976,110. The agreement
between the Adviser and the Fund provides that the Adviser's
fee will be reduced in any fiscal year by any amount necessary
to prevent the Fund expenses and liabilities (excluding taxes,
interest, brokerage commissions and extraordinary expenses,
determined by the Fund or Adviser, but inclusive of the
Adviser's fee) from exceeding 2% (11/2% when net assets are
over $100 million) of the average daily net assets of the
Fund. This expense limitation was not used in 1996.
The Advisory Agreement is terminable at any time without
penalty on 60 days written notice by the Board of Directors
and will terminate automatically in the event it is assigned.
The Advisory Agreement is also terminable at any time without
penalty by a vote of a majority of the outstanding shares on
60 days written notice. The Adviser may terminate the
Agreement by written notice to the
-7-
Fund at least 60 days prior to the date of the annual
shareholder meeting of any year thereafter. The Advisory
Agreement provides that, unless sooner terminated, it will
continue in effect from year to year provided that such
continuance is specifically approved at least annually by a
vote of a majority of the outstanding shares of the Fund as
defined in the 1940 Act. Continuance of the Advisory
Agreement also must be approved by the Independent Directors
of the Fund annually. The Board of Directors of the Fund,
including the Independent Directors, unanimously approved
continuance of the Advisory Agreement at a meeting held on
January 21, 1997.
In making its recommendation to continue the Advisory
Agreement, the Board considered a number of factors. These
factors were the performance of the Fund in 1996 and for the
last ten years, the nature and quality of the services
provided by the Adviser and the Adviser's fee and the expenses
of the Fund in comparison to other mutual funds with a similar
investment objective. The Board was also aware that the
Adviser placed portfolio transactions through affiliated
brokers and that the Adviser allocated portfolio transactions
to brokers who sold shares of the Fund and provided research
to the Adviser.
Prior to the Board meeting held on January 21, 1997, the
members of the Board were provided with a memorandum prepared
by the Adviser that detailed the experience of the Fund's
portfolio manager, the services provided by the Adviser and
the number of employees engaged in providing those services.
Also provided in the memorandum was the annual performance of
the Fund for the last ten years as well as the annual average
total return for 1, 5 and 10 years. The annual performance
was compared to the performance of a relevant index. The
memorandum listed the total amount of fees paid to the Adviser
for the year, the ratio of expenses to average net assets for
the year and the rate at which the Fund pays the Adviser.
In addition to the Adviser's memorandum, the members of the
Board were provided with information which compared the
various expenses and fees
of funds with similar investment objectives to the Fund. After
a discussion regarding the Advisory Agreement, the Board
unanimously determined that it was in the best interest of the
Fund's shareholders to renew the Agreement. The Board
determined that the performance of the Fund in 1996 was
satisfactory and that the performance of the Fund and the
level and quality of services provided by the Adviser over the
last ten years had been satisfactory. The Board also
determined that the fee charged by the Adviser was fair and
reasonable considering the nature and quality of the services
provided to the Fund.
The terms of the Advisory Agreement require that the agreement
be submitted to the shareholders of the Fund at the Annual
Meeting for their approval.This Advisory Agreement was last
submitted for shareholder approval at the Fund's Annual
Meeting held on March 22, 1996. At that time, the agreement
was approved. No changes have been made in the agreement
since March 22,1996.
A copy of the advisory agreement is attached as Appendix A.
The Board of Directors recommends approval by shareholders of
the Advisory Agreement.
-8-
Affiliated Brokers
The Fund places portfolio transactions through affiliated
brokers. In the 1996 fiscal year, the affiliated broker used
by the Fund was Berwyn Financial Services Corp. ("BFS"). BFS
is affiliated with the Fund by reason of the fact that
Officers and Directors of the Fund and the Adviser are
Officers, Directors and Shareholders of BFS. In addition, BFS
serves as the selling agent for the Fund in various
jurisdictions pursuant to written agreement.
In the fiscal year ended 1996, the Fund paid a total of
$187,169 in commissions to BFS. This amount represents 60% of
the total commissions paid by the Fund during 1996.
PROPOSAL 3. RATIFICATION OF SELECTION OF INDEPENDENT
ACCOUNTANTS
The Board of Directors of the Fund is requesting ratification
of the selection of Price Waterhouse, LLP as Independent
Accountants of the Fund for the fiscal year ending December
31, 1997. Price Waterhouse has served as Independent
Accountants for the Fund since it began operation.
No representative of Price Waterhouse is expected at the
Annual Meeting.
The Board of Directors recommends the ratification by
shareholders of such selection.
Shareholder Proposals
The next Annual Meeting of Shareholders will be held on March
27, 1998. Proposals of shareholders intended to be presented
at the 1998 Annual Meeting must be received by the Fund by
November 1, 1997 for inclusion in the Fund's Proxy Statement
and Proxy relating to that Meeting. Upon receipt of any
proposal, the Fund will determine whether or not to include
such proposal in the Proxy Statement and Proxy, in accordance
with regulations governing the solicitation of proxies.
By Order of the Board of Directors
___________________________
________ Kevin M. Ryan
Secretary
February 12, 1997
-9-
APPENDIX A
CONTRACT FOR
INVESTMENT ADVISORY SERVICES
Agreement made on May 14, 1993 between The Berwyn Fund, Inc.,
a Pennsylvania corporation, having its principal place of
business at 1189 Lancaster Avenue, Berwyn, Pennsylvania,
herein referred to as the Fund, and The Killen Group, Inc., a
Pennsylvania corporation, having its principal place of
business at 1189 Lancaster Avenue, Berwyn, Pennsylvania,
herein referred to as the Adviser.
l. The Fund shall register with the Securities and
Exchange
Commission as a non-diversified, open-end management
investment company under the provisions of the
Investment Company Act of 1940 and shall qualify to
engage in business under said act and other applicable
federal and state statutes.
2. The Adviser is registered under the Investment Advisers
Act and
is engaged in the business of acting as an Investment
Adviser and rendering research and Advisory services.
3. The Fund desires to retain the Adviser to render such
services
to the Fund in the manner and on the terms and
conditions hereinafter set forth.
4. Nothing contained herein shall be deemed to require the
Fund to
take any action contrary to its certificate of
incorporation or any applicable statute or regulation,
or torelieve or deprive the Board of Directors of the
Fund of its responsibility for, and control of, the
conduct of the affairs of the Fund.
For the reasons recited above, and in consideration of the
mutual promises contained herein, the Fund and Adviser agree
as follows:
SECTION ONE
INVESTMENT ADVICE AND OTHER SERVICES
a. Adviser shall to the extent reasonably required in the
conduct of the business of the Fund, place at the disposal of
the Fund, its judgment and experience and furnish to the Fund
advice and recommendations with respect to investments,
investment policies, the purchase and sale of securities, and
the management of its resources. Adviser shall also, from
time to time, furnish to or place at the disposal of the Fund
such reports and information relating to
industries, businesses, corporations or securities as may be
reasonably required by the Fund or as Adviser may deem to be
helpful to the Fund in the administration of its
investments.
b. Adviser agrees to use its best efforts in the
furnishing
of such advice and recommendations and in the preparation of
such reports and information, and for this purpose Adviser
shall at all times maintain a staff of Officers and other
trained personnel for the performance of its obligations under
this agreement. Adviser, may at its expense, employ other
persons to furnish to Adviser statistical and other factual
information, advice regarding economic factors and trends,
information with respect to technical and scientific
developments and such other information, advice and assistance
as Adviser may desire.
c. The Fund will from time to time furnish to Adviser
detailed statements of the investments and resources of the
Fund and information as to its investment problems, and will
make available to Adviser such financial reports, proxy
statements, and legal and other information relating to its
investments as may be in possession of the Fund or available
to it.
SECTION TWO
COMPENSATION TO INVESTMENT ADVISER
a. The Fund agrees to pay to Adviser and Adviser agrees to
accept, as full compensation for all services rendered and as
full reimbursement for all expenses assumed by Adviser
hereunder, an annual fee equal to l.0% of the average daily
assets of the Fund. The fee will be paid monthly.
b. Adviser agrees that neither it nor any of its Officers
or Directors shall take any long or short position in the
capital stock of the Fund; but this prohibition shall not
prevent the purchase by or for Adviser or any of its Officers
or Directors of shares of the capital stock of the Fund at the
price at which such shares are available to the public at the
moment of purchase provided that (1) such purchase be made for
investment purposes only and (2) if any shares of stock so
purchased are resold within two months after the date of
purchase, such fact will be immediately reported to the Fund.
SECTION THREE
PAYMENT OF EXPENSES
The Adviser shall provide and furnish office space to the Fund
and provide personnel to administer the Fund's operations.
The Adviser shall pay all expenses associated with the sales
promotion of the Fund. The Fund will pay all other expenses
incurred in the operation of the Fund.
The Adviser hereby agrees to reduce its fee in any fiscal year
by any amount necessary to prevent Fund expenses and
liabilities (excluding taxes, interest, brokerage commissions
and extraordinary expenses, determined by the Fund or Adviser,
but inclusive of the Adviser's fee) from exceeding 2% of net
assets of the Fund. When the net assets of the Fund exceed
$100 million, the Adviser agrees to reduce its fee in any
fiscal year by any amount necessary to prevent Fund expenses
and liabilities (excluding taxes, interest, brokerage
commissions and extraordinary expenses, determined by the Fund
or Adviser, but inclusive of the Adviser's fee) from exceeding
1 1/2% of the net assets of the Fund.
SECTION FOUR
DURATION; TERMINATION
a. The term of this agreement shall begin on May 14, l993,
and this agreement shall continue from year to year
thereafter, subject to the provisions for termination and all
of the other terms and conditions hereof, if (1) such
continuation shall be specifically approved at least annually
by vote of a majority of the outstanding voting securities of
the Fund; and (2) Adviser shall not have notified the Fund, in
writing, at least sixty days prior to the date of the Annual
Shareholders Meeting of any year, that it does not desire such
continuation.
b. This agreement may be terminated by the Fund on 60 days
notice in writing to Adviser, without the payment of any
penalty, provided such termination be authorized by resolution
of the Board of Directors of the Fund or by vote of a majority
of its outstanding voting securities.
SECTION FIVE
AMENDMENT OF AGREEMENT
This agreement may not be amended, transferred, assigned, sold
or in any manner hypothecated or pledged without the
affirmative vote or written consent of the holders of a
majority of the outstanding voting securities of the Fund; and
this agreement shall automatically and immediately terminate
in the event of its assignment by Adviser.
In witness whereof, the parties hereto have caused this
agreement to be signed by their respective Officers thereunto
duly authorized and their respective corporate seals to be
hereunto affixed, the day and year first above written.
THE BERWYN FUND, INC. THE KILLEN GROUP,
INC.
by: Kevin M. Ryan by: Robert E.
Killen
Secretary-Treasurer President