PENN STREET FUND INC, 497, 2000-10-11

PENN STREET FUND INC
497, 2000-10-11

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As filed with the Securities and Exchange Commission on October 11, 2000,
1940 Act Registration No. 811-9078, 1933 Act File No. 033-95102

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM N-1A

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 /X/
Pre-Effective Amendment No. / /
Post-Effective Amendment No. [6] File No. 033-95102 /X/
and
REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY
ACT OF 1940 /X/
Amendment No.[7] File No. 811-09078
(Check appropriate box or boxes)

The Penn Street Fund, Inc.
(Exact Name of Registrant as Specified in Charter)

30 Valley Stream Parkway, Malvern PA 19355
(Address of Principal Executive Offices) (Zip Code)

(610) 578-9944
Registrant's Telephone Number, Including Area Code

The Penn Street Fund, Inc.
David E. Sparks, President
30 Valley Stream Parkway
Malvern, PA 19355
(Name and Address of Agent for Service)

Please send copies of communications to
David R. Payne, Esq.
Stevens & Lee, PC
One Glenhardie Corporate Center
1275 Drummers Lane
Wayne, PA. 19087-0236

It is proposed that this filing will become effective
[X] immediately upon filing pursuant to paragraph (b)
[ ] on pursuant to paragraph (b)
[ ] 60 days after filing pursuant to paragraph (a)(1)
[ ] on pursuant to paragraph (a)(1)
[ ] 75 days after filing pursuant to paragraph (a)(2)
[ ] on pursuant to paragraph (a)(2)
of Rule 485.

If appropriate, check the following box:

/ / This post-effective amendment designates a new effective date
for a previously filed post-effective amendment.

CROSS-REFERENCE SHEET
Prospectus for Penn Street Fund, Inc.

Part A
Item No. Information Required in a Prospectus

Item 1. Front and Back Cover Pages

Front and
Back Cover Pages

Item 2. Summary; Risks; The Global Equity
Risk/Return Portfolio; The Global Income
Summary: Investments Portfolio; The Baldwin Large Cap Risks and
Performance Growth Portfolio; The Cumberland
Taxable Income Portfolio; The Penn Street
Advisors Sector Rotational Portfolio; Past
Performance

Item 3. Fees and Expenses
Risk/Return
Summary: Fee Table

Item 4. Summary; The Global Equity
Investment Objectives, Portfolio; The Global Income
Principal Investment Portfolio; The Baldwin Large Cap
Strategies, and Related Growth Portfolio; The Cumberland
Risks Taxable Income Portfolio; The Penn Street
Advisors Sector Rotational
Portfolio; Risks

Item 5. Past Performance
Management's Discussion
of Fund Performance

Item 6. Management
Management, Organization
and Capital Structure

Item 7. How To Purchase Shares; How To
Shareholder Information Exchange Shares; How To Redeem
Shares; Account Instructions; How
to Contact The Fund

Item 8. Dividends, Distributions and Taxes
Distribution Arrangements

Item 9. Financial Highlights
Financial Highlights
Information

Statement of Additional Information

Part B Information Required in a Statement
Item No. of Additional Information

Item 10. Cover Page and Table of Contents
Cover Page and
Table of Contents

Item 11. General Information
Fund History

Item 12. Investment Objectives and Policies;
Description of the Fundamental Policies; Operating
Fund and Its Investments Policies
and Risks

Item 13. Management of the Fund
Management of the Fund

Item 14. Management of the Fund;
Control Persons and Principal Shareholders

Principal Holders of
Securities

Item 15. Investment Management Services
Investment Advisory
and Other Services

Item 16. Sale of fund Shares; Distribution
Brokerage Allocation
and Other Practices

Item 17. General Information
Capital Stock and
Other Securities

Item 18. Sale of Fund Shares
Purchases, Redemption,
and Pricing of Shares

Item 19. Distribution; Tax Status
Taxation of the Fund

Item 20. Distribution
Underwriters

Item 21. Investment Performance
Calculation of
Performance Data

Item 22. Cover Page
Financial Statements

Item 23. Exhibits
Exhibits

Item 24. Persons Controlled by or Under
Persons Controlled by or Common Control with the Fund
Under Common Control with
the Fund

Item 25. Indemnification
Indemnification

Item 26. Business and Other Connections of
Business and Other the Investment Adviser
Connections of the
Investment Adviser

Item 27. Principal Underwriters
Principal Underwriters

Item 28. Location of Accounts and Records
Location of Accounts
and Records

Item 29. Management Services
Management Services

Item 30. Undertakings
Undertakings

Prospectus

The Penn Street Fund, Inc.

McGlinn Balanced Portfolio
Global Income Portfolio
Cumberland Taxable Income Portfolio
Baldwin Large Cap Growth Portfolio
Penn Street Advisors Sector Rotational Portfolio

Prospectus Dated June 24, 1999 and Amended and Restated October 11, 2000

Like all mutual funds, the Securities and Exchange Commission has not
approved or disapproved these securities, or passed upon the accuracy or
adequacy of this prospectus. Any representation to the contrary is a
criminal offense.

The Penn Street Fund is made up of five separate investment
portfolios: the McGlinn Balanced Portfolio, the Global Income Portfolio,
the Cumberland Taxable Income Portfolio, the Baldwin Large Cap Growth
Portfolio and the Penn Street Advisors Sector Rotational Portfolio.
Shares of the Portfolios are sold on no-load basis to individual and
institutional investors seeking diversified investment portfolios, based
on active research and management.

Table of Contents

[INSERT TABLE OF CONTENTS]

McGLINN BALANCED PORTFOLIO

Investment Objective and Goals

The investment objective of the McGlinn Balanced Portfolio is to
provide long-term capital growth with a moderate income return.

Principal Investment Strategies

The McGlinn portfolio's investment philosophy is conservative and
risk averse, built around the concept of capital preservation. The
Portfolio's advisor, McGlinn Capital Management, Inc., uses a flexible
asset allocation approach that emphasizes the selection of securities that
provide sufficient current return to reduce downside risk. Using this
approach, the advisor seeks to position the Portfolio to participate in
advancing markets while avoiding significant loss of capital in declining
markets.

Principal Investment Risks

The McGlinn Balanced Portfolio is subject to risks associated with
investing in stocks and bonds. The value of the Portfolio may go down,
which means that you can lose money.

Equity Securities. One of the principal risks of investing in the
Portfolio is that common stock prices are subject to market, economic and
business risks that will cause their prices to fluctuate over time. Stock
prices may decline over short or even extended periods of time.

Fixed Income Securities. Market prices of the Portfolio's fixed
income securities respond to economic developments, especially changes in
interest rates, as well as to changes in, or perceptions of, the
creditworthiness of individual issuers. Generally, if interest rates
increase, the prices of fixed income securities will decrease. The
Portfolio's investments in high yield securities expose it to a
substantial degree of credit risk. Prices of high yield securities can
fall dramatically in response to changes in the issuer's financial health.

Asset Allocation Risks. In addition, the Portfolio's investment
success depends on the skill of McGlinn Capital Management in making asset
allocation judgments, and in evaluating, selecting and monitoring the
Portfolio's assets. If the advisor's conclusions about economic
conditions or individual securities are incorrect, the Portfolio may not
perform as anticipated.

Performance of the McGlinn Balanced Income Portfolio

The tables below show how the McGlinn Balanced Portfolio's annual
total return since its inception in April 30, 1999. The bar chart shows
changes in the Portfolio's returns over time. The second table shows how
the Portfolio's average annual returns for certain periods compare with
those of an index composed of the Lehman Brothers World Bond Index and the
S&P500 with the reported return for this index weighted 50/50. Both
tables reflect all expenses of the Portfolio and assume that all dividends
and capital gain distributions have been reinvested in new shares of the
Portfolio. The information may help provide an indication of the
Portfolio's risks. Past performance is not necessarily an indication of
how the Portfolio will perform in the future.

Total Return from June 30, 1999 to 12/31/99 was 2.117%*

1999
Best Quarter 7.52%/ 2nd Qtr
Worst Quarter -6.19%/ 3rd Qtr

Actual Total Return as of 12/31/99*

Since Inception
(04/30/99)
McGlinn Balanced Portfolio -0.21%
Lehman Brothers World Bond Index/S&P500 (50%/50% blend) 6.31%

* Performance results for prior periods are not presented because the
fund was managed by a different investment advisor and would not be
representative of the performance of the Portfolio under the current
investment advisor.

Fees and Expenses

This table describes the fees and expenses that you may pay if you
buy and hold shares of the McGlinn Balanced Portfolio. There are no sales
charges or shareholder transaction expenses.

Annual Portfolio Operating Expenses
(expenses that are deducted from Portfolio assets)

Management Fees 0.60%
Distribution (12b-1) Fees* 0.01%
Other Expenses 1.08%
Total Annual Operating Expenses** 1.69%

* The Board of Directors has adopted a Rule 12b-1 Distribution Plan for
the Portfolio under which up to 0.35% of the Portfolio's average daily net
assets can be used to pay for distribution-related expenses. See
"Distribution."

** This percentage represents an estimate of the portfolio expenses based
on current contractual agreements.

The following example is intended to help you compare the cost of
investing in the McGlinn Balanced Portfolio with the cost of investing in
other mutual funds. The Example assumes that you invest $10,000 in the
Portfolio for the time periods indicated and then redeem all of your
shares at the end of those periods. The Example also assumes that your
investment has a 5% return each year and that the Portfolio's operating
expenses remain the same. Although your actual costs may be higher or
lower, based on these assumptions your costs would be:

1 year 3 years 5 years 10 years
$172 $533 $918 $1,998

Investment Objectives, Principal Investment Strategies and Related Risks

In attempting to meet its objective, the McGlinn Balanced Portfolio
will invest in a combination of equity, debt, and money market securities.
Under normal conditions, the Portfolio will be invested approximately 60%
in equities and 40% in fixed income securities. The investment mix may
vary from time to time depending on the advisor's view of economic and
market conditions. The advisor utilizes a top down approach based on
fundamental analysis, to provide a framework for its asset allocation and
security selection decisions. This top down approach encompasses an
overall analysis of the economy, the markets and the individual market
sectors in an attempt to decide which sectors of the market will provide
the best investment opportunity. Individual equities are then selected
from within those sectors for inclusion in the portfolio.

The advisor will make asset allocation decisions by attempting to
balance the potential for capital appreciation within the equity market
with the ability to earn income in the more stable and less volatile fixed
income market. In determining the appropriate balance, the advisor will
assess the changing nature of the business cycle, including the potential
for corporate profitability and changing interest rates, the
risk/opportunity inherent in the current valuation of the fixed income and
equity markets and the changing political environment as it might impact
one market versus the other. For example, improving corporate
profitability and an undervalued equity market relative to the fixed
income market, may indicate less risk and more opportunity for equity
securities and consequently, an above normal allocation to equities versus
fixed income securities.

Equity Investments. The equity portion of the Portfolio will
generally be invested in the stocks of large and medium size U.S.
companies that the advisor believes are undervalued and offer above
average potential for capital appreciation. In general, undervalued
equities will exhibit valuation parameters such as price/earnings,
price/sales and price/book value ratios below normal for the particular
security, as well as a long-term record of earnings, dividends and
reasonable profitability. From time to time, the Portfolio will invest in
securities that do not pay dividends. The Portfolio will invest primarily
in common stocks of U.S. issuers, and may also purchase securities
convertible into common stocks, or warrants or rights to purchase common
stocks. The Portfolio may invest a small portion of its assets in foreign
companies (less than 10%), and normally only invests in foreign companies
with global operations whose shares are traded on U.S. exchanges or
through depository receipts issued by U.S. banks.

Fixed Income Investments. The fixed income portion of the Portfolio
will normally be invested in U.S. Government securities and corporate
bonds. While the Portfolio is authorized to invest in short,
intermediate, or long-term fixed income securities, the Portfolio
primarily invests in intermediate-term issues, and the average weighted
maturity of the Portfolio's fixed income investments is typically in the
range of 5 to 7 years.

The Portfolio generally invests in corporate bonds that have bond
ratings in the top four grades according to a nationally recognized
statistical rating organization such as Moody's Investor Services, Inc. or
Standard & Poor's Ratings Group at the time of purchase. The securities
in the fixed income portion of the Portfolio are expected to have an
average rating of "A," which is the third highest rating by Moody's or
S&P. The Portfolio may, however, invest a portion (not to exceed 20% of
the fixed-income portion of the Portfolio) of its assets in bonds rated
below investment grade, which are known as high yield securities (commonly
called "junk bonds"). The Portfolio normally intends to remain
substantially fully invested in equity or fixed income securities. The
Portfolio will also hold a portion of its assets in high quality money
market instruments in order to satisfy redemption requests, or during
times when excess cash is generated or when cash is held pending the
purchase of suitable investments. Money market instruments include short-
term obligations of the U.S. government, its agencies or
instrumentalities, bank obligations, commercial paper, repurchase
agreements or money market mutual funds. The Portfolio also has authority
to invest up to 100% of its assets in such short-term money market
instruments for temporary defensive purposes in response to extreme or
adverse market, economic or other conditions. Under these circumstances,
the Portfolio may be unable to pursue its investment objective and
instead, will focus on preserving investors' capital.

Investment Advisor

McGlinn Capital Management, Inc. 850 North Wyomissing Blvd., P.O. Box
6158 Wyomissing, PA 19610-0158 is the investment advisor for the McGlinn
Balanced Portfolio. McGlinn Capital Management provides the Portfolio with
a continuous investment program and trading department, and selects
brokers and dealers to effect securities transactions. Portfolio
securities transactions are placed with a view to obtaining best price and
execution and, subject to this goal, may be placed with brokers which have
assisted in the sale of the Portfolio's shares.

McGlinn Capital Management was established in 1971 and currently
manages approximately $4 billion in assets for clients such as corporate
pension, profit-sharing and 401(k) accounts, multi-employer (union)
pension funds, endowment funds, and accounts for foundations, religious
organizations and substantial individual investors. The Portfolio pays
McGlinn Capital Management a monthly advisory fee at the annual rate of
0.60% of the average daily net assets of the Portfolio.

The management team responsible for managing the assets of the
Portfolio, along with their positions at McGlinn Capital Management, are
as follows:

Michael J. McGlinn, Chairman and CEO. Mr. McGlinn, age 42, earned his
undergraduate business degree from the University of Notre Dame, and his
MBA from the New York University Graduate School of Business
Administration. Prior to joining the McGlinn Capital Management team in
1980, he was employed by Ernst & Whinney as a Senior Accountant and CPA.

Jackson D. Breaks, II, President. Mr. Breaks, age 58, holds a BA in
English and an MA in English/Philosophy from Purdue University. Before
joining the team in March, 1990, he was a Senior Account Executive at
Merrill Lynch Capital Markets for seven years. He specialized in bond
arbitrage, making regular presentations and publishing numerous articles
in this area. Prior to his association with Merrill Lynch, he was
employed at First Boston Corporation for 12 years as the co-manager of the
Government Securities Department.

Timothy J. Timura, CFA, Executive Vice President and Chief Investment
Officer. Mr. Timura, age 37, earned his BA in Liberal Arts/Economics at
Dickinson College and his MBA in Finance from the University of Wisconsin.
Tim has served as Senior Manager of Equities for the $35 billion State
Teachers Retirement System of Ohio. He has also held various portfolio
management positions with Federated Investors, Inc., Pilgrim Baxter &
Associates, and Invista Capital Management before joining McGlinn.

The Penn Street Fund paid an aggregate fee of $17,502 to two
different investment advisors for the year ended October 31, 1999. On
July 1, 1999, the Penn Street Fund engaged McGlinn Capital Management,
Inc. as the investment advisor for the McGlinn Balanced Portfolio.
McGlinn Capital Management's advisory fee is .60% of the average daily net
assets of the Portfolio. For the period November 1, 1998 to June 24, 1999
the investor advisor for the McGlinn Balanced Portfolio was Penn Street
Advisors. Penn Street Advisors' fee for investment advisory services was
.75% of the average daily net assets of the Portfolio.

Financial Highlights McGlinn Balanced Portfolio

The financial highlights table is intended to help you understand the
McGlinn Balanced Portfolio's financial performance for the past year.
Certain information reflects financial results for a single share of the
Portfolio. The total returns in the table represent the rate that an
investor would have earned on an investment in the McGlinn Balanced
Portfolio (assuming reinvestment of all dividends and distribution). The
information for 1999, 1998 and 1997 has been audited by Briggs, Bunting &
Dougherty, LLP, whose report, along with the Portfolio's financial
statements, are included in the annual report, which is available upon
request.

Year Ended Year Ended Year Ended Nov. 8, 1995 to
Oct. 31, 1999 Oct. 31, 1998 Oct. 31, 1997 Oct. 31, 1996+
<S> <C> <C> <C> <C>

PER SHARE OPERATING PERFORMANCE
Net asset value, beginning of period 12.82 $11.37 $10.82 $10.00
Net income from investment operations
Net investment income 0.12 0.05 0.02 0.05
Net realized and unrealized gain on
investments and foreign currency
transactions 2.00 (0.41) 1.41 0.84

Total from investment operations 2.12 (0.36) 1.43 0.89

Less distributions
Distributions from net investment income (0.15) (0.05) (0.04) (0.07)
Distributions from realized gains (0.04) (0.07) (0.84) ____
Total distributions (0.19) (0.12) (0.88) (0.07)
Net asset value, end of period 10.89 $11.37 10.82
TOTAL RETURN 19.45% (3.18%) 13.57% 8.89%*
RATIOS/SUPPLEMENTAL DATA
Net assets, end of period (in thousands) 2,770 3,060 $26,056 26,137
Ratio to average net assets
Expenses 1.90% 1.99% 1.71% 1.82%**
Net investment income 1.02% 0.17% 0.20% 0.40%**
Portfolio turnover rate 194% 44% 25% 42%
<FN>
+Commencement of operations
*Total return has not been annualized
**Annualized
</TABLE>

GLOBAL INCOME PORTFOLIO

Investment Objective and Goals

The Global Income Portfolio's investment objective is to seek a rate
of total return that fluctuates less than a global equity fund, by putting
emphasis on income.

Principal Investment Strategies

The Portfolio's advisor, Penn Street Advisors, Inc. ("Penn Street"),
takes into account changing business cycle conditions in different
countries, and tries to anticipate, and protect against, the business
cycle risks involved.

Principal Investment Risks

The Global Income Portfolio is intended for long-term investors who
can accept the risks entailed in global investing. The Portfolio should
not be relied upon by shareholders as a complete investment program, or
used to play short-term swings in the global investment markets.

The Global Income Portfolio is subject to risks associated with
business cycles in the countries in which it invests. The value of the
Portfolio may go down, which means that you could lose money.

Debt Securities. Debt securities are highly affected by interest
rates. When interest rates rise, bond prices generally fall. The Global
Income Portfolio is principally susceptible to the risks of debt
securities such that when interest rates rise, the value of the Global
Income Portfolio's holdings may decline. In addition, prices of fixed-
income securities generally will fall if an issuer's credit rating
declines.

Market Characteristics. The securities markets of countries in which
the Global Income Portfolio ("Portfolio Countries") invest may have
substantially less volume than the New York Stock Exchange or U.S. bond
markets, which may result in less liquidity and greater price volatility.
Securities settlement may also be subject to delays and otherwise differ
from those practices customary in the U.S. markets. These risks could
increase volatility or reduce performance of the Portfolio.

Foreign Currency. Investments in foreign securities will normally be
denominated in foreign currencies. As a result, the Global Income
Portfolio can be significantly effected by the changes in foreign currency
exchange rates.

Economic Factors and Political Factors. The economies of Portfolio
Countries may be less developed or diverse than the U.S., and the outlook
may be more uncertain. The Global Income Portfolio may be affected by
adverse economic conditions in the Portfolio Countries. Also, the
internal politics of many Portfolio Countries may not be as stable as in
the U.S. Foreign governments may impose restrictions, or take other
actions affecting the country's currency or companies that will affect the
value of the Portfolios' investments.

Legal and Regulatory. Certain Portfolio Countries use different
financial reporting standards, and may have less governmental supervision
of securities markets. There also may be difficulty in enforcing the
Global Income Portfolio's legal rights outside the U.S. As a result,
global investing carries the additional risk that the securities in the
Portfolio Countries may not perform consistent with the Advisor's
expectations.

Fees and Expenses

This table describes the fees and expenses that you may pay if you
buy and hold shares of the Global Income Portfolio. There are no sales
charges or shareholder transaction expenses.

Annual Portfolio Operating Expenses
(expenses that are deducted from Portfolio assets)

Management Fees 0.50%
Distribution (12b-1) Fees* 0.00%
Other Expenses 0.71%
Total Annual Fund Operating Expenses 1.21%

** This percentage represents an estimate of the Portfolio expenses based
on current contractual agreements.

Example

The following Example is intended to help you compare the cost of
investing in the Global Income Portfolio with the cost of investing in
other mutual funds. The Example assumes that you invest $10,000 in the
Portfolio for the time periods indicated and then redeem all of your
shares at the end of those periods. The Example also assumes that your
investment has a 5% return each year and that the Portfolio's operating
expenses remain the same. Although your actual costs may be higher or
lower, based on these assumptions your costs would be:

1 year 3 years 5 years 10 years
________________________________________________________________

$123 $385 $669 $1,487

Performance of the Global Income Portfolio

The tables below show how the Global Income Portfolio's annual total
returns have varied for the last three years. The bar chart shows changes
in the Portfolio's returns over time. The second table shows how the
Portfolio's average annual returns for certain periods compare with those
of the Salomon Brothers World Bond Index and the Morningstar International
Income Index. Both tables reflect all expenses of the Portfolio and
assume that all dividends and capital gain distributions have been
reinvested in new shares of the Portfolio. The information may help
provide an indication of the Portfolio's risks. Past performance is not
necessarily an indication of how the Portfolio will perform in the future.

<TABLE>
<CAPTION>
Average Annual Total Return as of 12/31/99
Since
Inception
1996 1997 1998 Current Year (11/08/95)
<S> <C> <C> <C> <C> <C>
Global Income Portfolio 6.13% 5.14% 8.39% -1.99% 5.06%
Salomon Brothers World Bond Index -3.02% 4.98%
Morningstar International Income Index -3.56% 5.02%*
<FN>
* Annualized
</TABLE>

Best Quarter 1996 3.69%/4th Qtr
Worst Quarter 1997 (2.90%)/1st Qtr

Investment Objectives, Principal Investment Strategies and Related Risks

The Global Income Portfolio invests principally in medium and long-
term, liquid, fixed-income securities issued by governments, supranational
organizations (such as the European Coal and Steel Community, the European
Economic Community and the World Bank), and companies located in
industrialized countries. To a lesser extent, the Portfolio may also
invest in equity securities such as common and preferred stocks, if Penn
Street believes they have an attractive rate of return with market prices
that are expected to remain
relatively stable in relation to the price of fixed-income securities.

In analyzing investments in the Global Income Portfolio, Penn Street
will ordinarily look for a high yield along with discounted prices. The
bonds included in the Global Income Portfolio will generally be issued by
national governments, supranational institutions or securities of high-
quality companies with liquid markets. The Portfolio may also invest in
relatively high yielding equities of certain companies at times when Penn
Street believes the market price of the equity securities is likely to be
more stable than that of debt securities. Ordinarily, most investments
will be in government debt or the debt of supranational institutions rated
at least AA by Standard & Poor's Ratings Group or a comparable rating by
Moody's Investors Services, Inc.

By investing in both international and domestic fixed-income
securities, the Global Income Portfolio can expand its investment horizons
while providing an effective means of reducing volatility associated with
concentration in a single country or region. Investing in different
countries that follow different business cycles provides an effective
means of diversification.

Market and maturity selections will depend on the level of interest
rates available in different countries, relative interest rates within the
country, i.e., the yield curve, the expected change in interest rates and
the outlook for exchange rates. All of these factors will be taken into
account in an effort to maximize income and capital gains potential while
minimizing risk.

The Portfolio ordinarily will invest at least 65% of its total assets
in fixed income securities of companies and/or governments of at least
three different countries. The global nature of the Portfolio has the
potential to reduce risks, but also introduces risks that do not exist in
a single country fund. The Global Income Portfolio may invest in
securities of governments or companies in developing countries, but only
when Penn Street believes that conditions are appropriate. In determining
the appropriate distribution of investments among various countries and
geographic regions, Penn Street ordinarily considers the following
factors: prospects for relative economic growth between foreign countries;
expected levels of inflation; government policies influencing business
conditions; the outlook for currency relationships; and the range of
individual investment opportunities available to international investors.
Investing in developing countries will not be a primary activity, and such
holdings may have some speculative characteristics. Portfolio allocations
are adjusted according to business cycle developments in order to take
advantage of changing economic conditions and also to minimize the special
risks associated with such changes. The Portfolio provides a flexible
investment approach that tries to anticipate, and protect against,
business cycle risks. Portfolio allocation decisions are based on the
long-term view of Penn Street but are also constantly monitored for
changes in economic conditions, the political situation and investment
markets to determine whether events are consistent with Penn Street's
expectations and whether any developments are occurring that might cause
those expectations to change. The composition of each Portfolio is
adjusted to reflect Penn Street's view of changing conditions.

Investment Advisor

Penn Street Advisors, Inc., 30 Valley Stream Parkway, Great Valley
Corporate Center, Malvern, PA 19355 is the investment advisor for the
Global Income Portfolio. Penn Street provides the Portfolio with a
continuous investment program, and trading department, and selects brokers
and dealers to effect securities transactions. Portfolio securities
transactions are placed with a view to obtaining best price and execution
and, subject to this goal, may be placed with brokers which have assisted
in the sale of a Portfolio's shares.

Penn Street Advisors was founded in 1989 by Richard T. Coghlan, who
passed away on March 29, 1999. The Penn Street Portfolio management team
responsible for managing the assets of the Global Income Portfolio are as
follows:

Michael Mara, Jr - Managing Director at Millennium Bank and President
of Penn Street Advisors, Inc., a wholly owned subsidiary of Millennium
Bank providing investment management services. Mr. Mara is responsible
for the Wealth Management, Financial Planning, Investment Management and
Mutual Fund Groups. He also serves as chairman of Millennium Bank's Trust
Investment Committee. Mr. Mara has 15 years experience in the financial
services industry with various financial services firms including Vanguard
and Merrill Lynch. Mr. Mara holds an MBA from the American University in
Washington, D.C. and a bachelor's degree from Emerson College in Boston.
Mr. Mara is a member of the Chester County and Philadelphia Estate
Planning Councils, and the American Bankers Association.

Douglas J. Roman - Vice President and Chief Investment Officer of
Penn Street Advisors, Inc. Mr. Roman joined Penn Street in May 2000. He
is responsible for portfolio management and investment analysis. Prior to
joining Penn Street, Mr. Roman was Senior Investment Analyst for The
Vanguard Group's Asset Management and Trust Services Division, where he
was responsible for development of investment methodology, market
commentary, as well as individual security review. Prior to Vanguard,
Mr. Roman was Vice President, Research for Rittenhouse Financial Services,
and Portfolio Manager for CoreStates Investment Advisors. Mr. Roman has a
B.S. in Finance from Drexel University. Mr. Roman also holds the
Chartered Financial Analyst designation and is a member of the Financial
Analysts of Philadelphia, the Philadelphia Securities Association, and the
National Association of Business Economists.

For its services, the Global Income Portfolio pays Penn Street
Advisors a fee at the annual rate of 0.50% of the Portfolio's average net
assets. The advisory fee was reduced to 0.50% from 0.72% by action of the
Board of Directors at a meeting on June 14, 1999. Until January 14, 1998,
the name of Penn Street Advisors was Strategic Investment Services, Inc.
Penn Street Advisors is a wholly owned subsidiary of Millennium Bank, a
full service bank, providing banking and trust services.

Financial Highlights of the Global Income Portfolio

The financial highlights table is intended to help you understand the
Global Income Portfolio's financial performance for the past three years.
Certain information reflects financial results for a single share of the
Portfolio. The total returns in the table represent the rate that an
investor would have earned or lost on an investment in the Global Income
Portfolio (assuming reinvestment of all dividends and distribution). The
information for 1997, 1998 and 1999 has been audited by Briggs, Bunting &
Dougherty, LLP, whose report, along with the Portfolio's financial
statements, is included in the annual report, which is available upon
request.

<TABLE>
<CAPTION>
Year ended Year ended Year ended Nov. 8, 1995+ to
Oct. 31, 1999 Oct. 31, 1998 Oct. 31, 1997 Oct. 31, 1996
<S> <C> <C> <C> <C>

PER SHARE OPERATING PERFORMANCE
Net asset value, beginning of
period $ 9.55 $ 9.42 $ 10.48 $ 10.00
Net income from investment
operations
Net investment income 0.59 0.43 0.47 0.50
Net realized and unrealized
gain on investments and
foreign currency
transactions (0.69) 0.43 (0.06) 0.26

Total from investment
Operations (0.10) 0.86 0.41 0.76

Less distributions
Distributions from net
investment income (0.46) (0.43) (0.90) (0.28)
Distributions from realized
Gains ___ (0.30) (0.57) (-)
Total distributions (0.46) (0.73) (1.47) (0.28)
Net asset value, end of period $8.99 $9.55 $9.42 $10.48
TOTAL RETURN (1.04%) 9.15% 4.19% 7.79%
RATIOS/SUPPLEMENTAL DATA
Net assets, end of period
(in thousands) $12,844 $20,321 $11,411 $12,870
Ratio to average net assets
Expenses 1.44% 1.81% 1.72% 1.84%
Net investment income 4.84% 4.46% 5.39% 4.88%
Portfolio turnover rate 107% 43% 22% 29%

</TABLE>

+Commencement of operations
*Total return has not been annualized
**Annualized

Cumberland Taxable Income Portfolio

Investment Objective and Philosophy

The objective of this Portfolio is to maximize return by using a top-
down investment style employing general economic overviews supplemented
by input from traditional Wall Street and governmental sources.

Investment Strategies

The advisor attempts to minimize credit risk and maximize liquidity
by generally confining investments in the Portfolio to US Treasury
securities, federal agency securities, taxable municipal bonds and equity
or debt investments with similar risk and liquidity characteristics.

Principal Investment Risks

An investment in fixed rate securities is susceptible to a changes in
overall interest rates. Typically, when interest rates increase, the
value of a currently held fixed income security will decrease. An overall
increase in interest rates would normally cause currently held fixed
income securities to lose value. Your overall after tax return on an
investment in this Portfolio will fluctuate depending on the composition
of this Portfolio and your particular tax situation. All of the income
distributed from this Portfolio that is derived from an investment in U.S.
Treasury securities will be taxed at the Federal level while depending on
your state of residence it may not be taxed at the state level. Although
this is an income oriented Portfolio, the buying and selling of securities
in keeping with our investment philosophy may result in occasional taxable
capital gains distributions.

Fees and Expenses

This table describes the fees and expenses that you may pay if you
buy and hold shares of the Cumberland Taxable Income Portfolio. There are
no sales charges or shareholder transaction expenses.

Annual Portfolio Operating Expenses
(expenses that are deducted from Portfolio assets)

Management Fees 0.38%
Distribution (12b-1) Fees* 0.00%
Other Expenses 1.08%
Total Annual Operating Expenses** 1.46%

** This percentage represents an estimate of the Portfolio expenses based
on current contractual obligations.

The following example is intended to help you compare the cost of
investing in the Cumberland Taxable Income Portfolio with the cost of
investing in other mutual funds. The Example assumes that you invest
$10,000 in the Portfolio for the time periods indicated and then redeem
all of your shares at the end of those periods. The Example also assumes
that your investment has a 5% return each year and that the Portfolio's
operating expenses remain the same. Although your actual costs may be
higher or lower, based on these assumptions your costs would be:

1 year 3 years
$172 $533

Investment Objectives, Principal Investment Strategies and Related Risks

An investment in this Portfolio is best suited for an individual who
wants to maximize income while limiting risk, as with all investments you
can lose your money. Longer term interest trends are emphasized when
investment strategies are developed. The advisor uses proprietary
quantitative economic and yield curve models to develop interest rate
outlooks. These models allow the advisor to analyze and project the
possible effects of interest rate changes on the value of securities in
the Portfolio and assist the advisor in making decisions on changes to the
Portfolio. The advisor believes that a continuous and rigorous analysis
of overall economic and market trends is essential to maximizing return.
The advisor to this Portfolio utilizes independent analytical services
when necessary to enhance its decision making process. Security choices
will depend on economic and interest rate expectations in the overall
market. Additionally, the advisor will purchase securities of differing
maturities in response to indicators of the of a near term interest rate
increase or decrease. Generally, securities with shorter duration and
higher coupon rates will be sought if the advisor's research and analysis
indicates a potential increase in interest rates.

Investment Advisor

The Portfolio is managed by a team from Cumberland Advisors Inc., a
personal service, money management firm headquartered in New Jersey with
clients in 26 states and in several foreign countries. It was originally
founded by Sheldon Goldberg and David Kotok in 1973. As a result of a
merger in early 1998, Cumberland is now an independently incorporated
subsidiary of Ryan Beck and Co. On July 1, 1998, Ryan Beck and Co. became
a part of BankAtlantic Bancorp, the largest independent banking
organization headquartered in Florida. The members of the Cumberland team
are as follows:

David R Kotok is President and Chief Investment Officer of Cumberland
Advisors, Inc. Mr. Kotok is a Wharton School graduate, who co-founded the
firm in 1973. His articles and economic analyses have appeared in such
general publications as The New York Times and The Wall Street Journal and
financial publications like the Journal of Accountancy, The Bond Buyer,
and The Wall Street Transcript. Mr. Kotok is a Commissioner of the
Delaware River Port Authority and has served as a board member of the New
Jersey Economic Development Authority and as Chairman of NJ Casino
Reinvestment Development Authority. He also served on the Treasury
Transition Teams for New Jersey Governors Kean and Whitman. Active in
community affairs, Kotok co-chaired the Liberty Park Monument Committee
and served on the Executive Committee of the National Conference on Soviet
Jewry. He is a past Co-Chair of the New Jersey-Israel Commission and has
held various leadership positions with the United Jewish Appeal, the
American-Israel Public Affairs Committee, and other communal
organizations.

Suzanne N. Greenberg, Senior Vice President and Portfolio Manager,
has been with Cumberland since 1983. Ms. Greenberg manages the firm's
Fixed Income portfolios and directs the firm's new business development
activities. Ms. Greenberg is a graduate of the University of Pennsylvania
and a member of the Trustees Council of Penn Women. She has been a guest
columnist in The Bond Buyer and The Blue List, publications of the
municipal bond industry.

Sheldon E. "Shep" Goldberg is a founding partner, Portfolio Manager
and Consultant of Cumberland Advisors, Inc. He is also President of
Cumberland Brokerage Corporation. Mr. Goldberg graduated from Rowan
University (Glassboro State). Prior to establishing Cumberland Advisors
in 1973, Mr. Goldberg was a Vice President of Bache and Co., predecessor
of Prudential Securities, having managed offices in New Jersey,
Pennsylvania, and New York City. Mr. Goldberg is Chairman of Matterhorn
Asset Management Co. and served on the Advisory Board of the Small Funds
Committee of the No-Load Mutual Fund Association. He is a member of the
Executive Committee of the First Republic Bank Board of Directors, a
Philadelphia banking institution. Goldberg is also Chairman of National
CD Sales Corporation, a jumbo certificate of deposit sales company.

Lawrence W. Cohn became affiliated with Cumberland Advisors as a
Portfolio Manager in 1998. He has followed the banking industry for 28
years. Before joining Ryan Beck & Co. as Director of Research, he was the
Senior Banking Analyst at Paine Webber. Prior to joining Paine Webber he
was a Managing Director at Chase Manhattan Bank, NA. providing investment
banking services to commercial banks. Before joining Chase, he was Senior
Banking Analyst at Drexel Burnham Lambert, Merrill Lynch and Dean Witter
Reynolds. He is a Chartered Financial Analyst and has been a member of
both the New York Society of Securities Analysts and the Bank and
Financial Analysts Association for the last 20 years. Mr. Cohn holds a BA
from the University of Rochester and an MBA from the University of
Chicago.

William Stockton joined Cumberland Advisors as a Portfolio Manager in
1998. He is General Partner of Tinicum Partners, a private investment
partnership founded in 1996. Tinicum Partners is managed in the same
large-capitalization, "overlooked" stock style as portfolios managed by
Stockton for Cumberland clients. Prior to entering the financial services
industry, Stockton spent three decades as a journalist, including 17 years
in a succession of senior positions at The New York Times. Stockton's
posts at The Times included Business and Financial Editor, directing
coverage of business, finance and economics. He also served The Times as
Science Editor, Director of Polling, and Mexico City Bureau Chief.
Stockton holds a bachelor's degree in chemistry from the New Mexico
Institute of Mining and Technology and was a Nieman Fellow in Journalism
at Harvard University.

Matthew L. Forester is a Research Associate and Portfolio Manager for
Cumberland. Mr. Forester graduated from the Wharton School of Finance at
the University of Pennsylvania with a degree in finance and political
science. Mr. Forester joined Cumberland Advisors in 1989.

Cumberland Advisors' advisory fee is .38% of the net asset value of
the Portfolio.

Financial Highlights of the Cumberland Taxable Income Portfolio

The Cumberland Taxable Income Portfolio is a new series of the Penn
Street Fund and as yet has no financial information to report.

Baldwin Large Cap Growth Portfolio

Investment Objective and Goals

The investment objective and goal of the Baldwin Large Cap Growth
Portfolio is to provide long-term capital appreciation.

Principal Investment Strategies

The Portfolio will generally be invested in the stocks of large
capitalization (ie. $2.5 billion +) U.S. and foreign companies that the
advisor believes are undervalued and offer above average potential for
capital appreciation. In general, undervalued equities will exhibit
valuation parameters such as superior price and earnings growth patterns
with a lesser but significant focus on price-earnings and price to sales
attributes. The Portfolio will invest in securities that do not pay
dividends from time to time.

Principal Investment Risks

The Baldwin Large Cap Growth Portfolio is subject to risks associated
with investing in stocks. The value of the Portfolio may go down, which
means that you can lose money. Common stock prices are subject to market,
economic and business risks that will cause their prices to fluctuate over
time. Further, foreign securities prices will be affected by changes in
currency values. While common stocks have historically been a leading
choice of long-term investors, stock prices may decline over short or even
extended periods.

Fees and Expenses

This table describes the fees and expenses that you may pay if you
buy and hold shares of the Baldwin Large Cap Growth Portfolio. There are
no sales charges or shareholder transaction expenses.

Annual Portfolio Operating Expenses
(expenses that are deducted from Portfolio assets)

Management Fees 0.60%
Distribution (12b-1) Fees* 0.00%
Other Expenses 1.08%
Total Annual Operating Expenses** 1.68%

** This percentage represents an estimate of the Portfolio expenses based
on current contractual agreements.

The following example is intended to help you compare the cost of
investing in the Baldwin Large Cap Growth Portfolio with the cost of
investing in other mutual funds. The Example assumes that you invest
$10,000 in the Portfolio for the time periods indicated and then redeem
all of your shares at the end of those periods. The Example also assumes
that your investment has a 5% return each year and that the Portfolio's
operating expenses remain the same. Although your actual costs may be
higher or lower, based on these assumptions your costs would be:

1 year 3 years
$93 $290

Investment Objectives, Principal Investment Strategies and Related Risks

The Baldwin investment philosophy is conservative, but not risk
averse. Baldwin believes in taking appropriate risks in order to achieve
client objectives. The portfolio's advisor, Baldwin Investment
Management, LLC., uses a rigorous asset selection methodology that
emphasizes the selection of securities to position the Portfolio to
participate in advancing markets while avoiding significant loss of
capital in declining markets.

In attempting to meet its objective, the Baldwin Large Cap Growth
Portfolio will invest in domestic and international equities (as
represented by American Depository Receipts - ie. ADRs) and U.S. money
market securities. Under normal conditions, the portfolio will be
invested approximately 95% in equities and 5% in money market securities.
The advisor utilizes a top down approach based on quantitative,
fundamental and technical analyses, to provide a framework for its
security selection decisions.

Investment Advisor

Baldwin Investment Management is a new, private and independently
owned firm created to serve families, foundations and non-profit
institutions as investment advisors, family office specialists, and
insurance counselors. The following members of Baldwin Investment
Management will be advising the Large Cap Growth Portfolio:

David Buten, Managing Director, is a Portfolio Manager and Director
of Marketing of Baldwin Investment Management. David came to Baldwin from
Prudential Securities, where he was a 1st Vice President and a Prudential
Securities Portfolio Manager. He is a graduate of the Wharton School of
the University of Pennsylvania and has been in the investment business
except for a twelve year period as the director of a museum specializing
in Wedgwood Ceramics.

Peter H. Havens, Chairman, founded Baldwin Management, LLC in 1999
after serving as a member of the Board of Directors and Executive Vice
President of The Bryn Mawr Trust Company. Previously he organized and
operated the family office of Kewanee Enterprises. Peter received his B.
A. from Harvard College and his M. B. A. from Columbia Business School.

Susan Berry Kohlhas, Managing Director, is Director of Research and a
Portfolio Manager of Baldwin Investment Management. She came to Baldwin
from Investment Counselors of Bryn Mawr where she held similar positions.
She has 18 years of experience in the financial services industry. Susan
attended The College of William and Mary and the University of Delaware,
earning a B.A. in Economics and History, Summa Cum Laude and Phi Beta
Kappa.

Cathy Berry Sutton, Managing Director, is a Portfolio Manager of
Baldwin Investment Management. With fourteen years of experience in the
financial world, she joined Baldwin from Prudential Securities where she
was a Vice President. Cathy received her B.A. from David & Elkins
College. She is a member of IMCA.

Betty K. Taylor, Managing Director, is Portfolio Manager of Baldwin
Investment Management. She served in a similar position at Investment
Counselors of Bryn Mawr after thirty-three years with Brown Brothers
Harriman & Company. She graduated from Temple University, Summa Cum
Laude. Betty is a member of the Financial Analysts of Philadelphia, The
Philadelphia Securities Association and the Philadelphia Estate Planning
Council.

Baldwin Investment Management is paid an advisory fee of .60% of the
net assets of the Portfolio.

Financial Highlights of the Baldwin Large Cap Growth Portfolio

The Baldwin Large Cap Growth Portfolio is a new series of the Penn
Street Fund and as yet has no financial information to report.

Penn Street Advisors Sector Rotational Portfolio

Investment Objective and Goals

The investment objective of the Penn Street Advisors Sector
Rotational Portfolio is to provide long term capital appreciation.

Principal Investment Strategies

In attempting to meet its objective, the Penn Street Advisors Sector
Rotational Portfolio will only invest in a combination of equity
securities, cash and money markets or cash equivalent products.

The advisor will make sector selections based on the nature of the
changing business cycle and market sector momentum. This portfolio will
not be diversified due to its objective of concentrating its investments
in specific sectors of the market experiencing the most potential for
growth. This will result in the portfolio shifting its emphasis among a
varying number of sectors at any given time.

Principal Investment Risks

This Portfolio will not seek diversification among sectors of the
market, therefore the Portfolio may experience a high degree of
volatility. Additionally, within each sector, investment in the
securities of companies within that sector will be limited. This will add
an additional element of non-diversification and could effect the
volatility of the Portfolio. This Portfolio could be subject to
significant losses if, due to changing market conditions, the Portfolio
must rapidly shift the individual sector focus. There may also be a
significant effect on the amount of capital gains incurred if a Portfolio
turnover is required due to a rapid shift in sectors. This Portfolio is
subject to the dual risk of attempting to select the appropriate sectors
and the appropriate equities within a sector.

Fees and Expenses

This table describes the fees and expenses that you may pay if you
buy and hold shares of the Penn Street Advisors Sector Rotational
Portfolio. There are no sales charges or shareholder transaction
expenses.

Annual Portfolio Operating Expenses
(expenses that are deducted from Portfolio assets)

Management Fees 0.60%
Distribution (12b-1) Fees* 0.00%
Other Expenses 0.71%
Total Annual Fund Operating Expenses** 1.31%

** This percentage represents an estimate of the Portfolio expenses based
on current contractual agreements.

Example

The following Example is intended to help you compare the cost of
investing in the Penn Street Advisors Sector Rotational Portfolio with the
cost of investing in other mutual funds. The Example assumes that you
invest $10,000 in the Portfolio for the time periods indicated and then
redeem all of your shares at the end of those periods. The Example also
assumes that your investment has a 5% return each year and that the
Portfolio's operating expenses remain the same. Although your actual
costs may be higher or lower, based on these assumptions your costs would
be:

1 year 3 years
$93 $290

Investment Objectives, Principal Investment Strategies and Related Risks

The Penn Street Advisors Sector Rotational Portfolio investment
philosophy is aggressive and assumes a higher risk in an attempt to
maximize return. This portfolio emphasizes the selection of securities
rated as the top performers in each sector of the market selected for
emphasis by the portfolio advisor. This portfolio concentrates first on
determining the sectors of the market with the greatest growth potential
and secondly on the selection of the top three securities in each sector
based on capitalization, earnings and dividend growth.

Investment Advisor

Penn Street Advisors, Inc., 30 Valley Stream Parkway, Great Valley
Corporate Center, Malvern, PA 19355 is the investment advisor for the Penn
Street Advisors Sector Rotational Portfolio. Penn Street provides the
Portfolio with a continuous investment program, and trading department,
and selects brokers and dealers to effect securities transactions.
Portfolio securities transactions are placed with a view to obtaining best
price and execution and, subject to this goal, may be placed with brokers
which have assisted in the sale of a Portfolio's shares.

East Coast Consultants, Inc. is affiliated with the Penn Street Fund.
Louis J. Sozio, President and sole shareholder of East Coast, is also an
officer of Penn Street Funds.

The Penn Street Portfolio management team responsible for managing
the assets of the Penn Street Advisors Sector Rotationals Portfolio are as
follows:

Michael Mara, Jr - Managing Director at Millennium Bank and President
of Penn Street Advisors, Inc., a wholly owned subsidiary of Millennium
Bank providing investment management services. Mr. Mara is responsible
for the Wealth Management, Financial Planning, Investment Management and
Mutual Fund Groups. He also serves as chairman of Millennium Bank's Trust
Investment Committee. Mr. Mara has 15 years experience in the financial
services industry with various financial services firms including Vanguard
and Merrill Lynch. Mr. Mara holds an MBA from the American University in
Washington, D.C. and a bachelors degree from Emerson College in Boston.
Mr. Mara is a member of the Chester County and Philadelphia Estate
Planning Councils, and the American Bankers Association.

For its services, the Penn Street Advisors Sector Rotational
Portfolio pays Penn Street Advisors a fee at the annual rate of 0.60% of
the Portfolio's average net assets. Until January 14, 1998, the name of
Penn Street Advisors was Strategic Investment Services, Inc. Penn Street
Advisors is a wholly owned subsidiary of Millennium Bank, a full service
bank, providing banking and trust services.

Financial Highlights

The Penn Street Advisors Sector Rotational Portfolio is a new series
of the Penn Street Fund and as yet has no financial information to report.

DISTRIBUTION

East Coast Consultants, Inc. (the "Distributor") serves as
distributor of the Penn Street Fund's shares pursuant to an agreement
which provides that the Distributor will use its best efforts to promote
the sale and retention of Penn Street Fund shares. Under the Penn Street
Fund's Rule 12b-1 Plan, each Portfolio is authorized to pay annual
distribution expenses up to 0.35% of average daily net assets. The
Distributor elected to waive any 12b-1 fees during the past fiscal year.
Because 12b-1 fees are paid on an ongoing basis, shareholders could
indirectly pay more expenses over the long term than if they had paid
other types of sales charges.

The Penn Street Fund also will rely on the public filings and other
statements about Y2K readiness made by the companies and issuers in whose
securities the Portfolios intend to invest. Issuers in countries outside
the U.S. may not be subject to the same kind of Y2K readiness disclosure
that is required in the U.S. If a company in which the Penn Street Fund
is invested is adversely affected by Y2K problems, the price of that
company's securities also may be adversely affected. A decrease in the
value of the Portfolios' holdings would have a similar impact on the price
of each Portfolio's shares.

HOW TO PURCHASE SHARES

Purchase Price:

You pay no sales charges to invest in the Penn Street Fund. The
price for shares of any Portfolio of the Penn Street Fund is the net asset
value per share ("NAV") of the Portfolio, which is calculated at the close
of the New York Stock Exchange ("NYSE") each day that the exchange is open
for trading. All orders are priced at the next NAV calculated after the
order is received in proper form by the Penn Street Fund. The Penn Street
Fund's investments are valued based on market value, or where no
quotations are readily available, are valued at fair value as determined
in good faith by, or under the direction of, the Board of Directors. If
the Penn Street Fund holds securities listed primarily on a foreign
exchange that trades on days when the Penn Street Fund is not open for
business, the value of your shares may change on days that you cannot buy
or sell shares.

Minimum Purchases:

An initial purchase must be in the amount of at least $25,000, which
can be invested in any Portfolio. The Penn Street Fund, in its
discretion, is authorized to waive the minimum initial purchase
requirement.

There is no minimum purchase requirement for subsequent investments.
Shares may be purchased in conjunction with an Individual Retirement
Account (IRA). This will require additional forms to be completed which
are available from the Distributor. Shareholders interested in this
option need to give careful consideration to the tax implications and the
restrictions that apply. Interested investors should consult with their
tax advisor before investing.

Calculating the price of portfolio shares NAV:

The total market value of the Portfolio's investments and other
assets, less any expenses and liabilities, is divided by the number of
outstanding shares of the Portfolio.

HOW TO EXCHANGE SHARES

Shares of each Portfolio may be exchanged for shares of any other
Portfolio, at the relative NAV of the shares, without payment of a fee.
Exchanges may be made only for shares of a Portfolio which, at the time of
exchange, may be legally sold in the shareholder's state of residence.
For federal income tax purposes, an exchange of shares is treated as if
you had redeemed shares of one Portfolio and reinvested the proceeds in
shares of the other Portfolio. For information on how to exchange your
shares, please contact the Penn Street Fund.

HOW TO REDEEM (SELL) SHARES

You may redeem shares of a Portfolio, without charge, on any day when
the NYSE is open. The sale price will be the next NAV calculated after
your order is received in proper form by the Penn Street Fund. Redemption
proceeds will ordinarily be sent on the next business day, but, in any
event, they will be sent no later than seven calendar days following the
receipt of a redemption request in proper form.

Wire Redemption:

Payment may also be made directly to any bank previously designated
by the shareholder in his or her Account Registration Form. The Penn
Street Fund makes no charge for redemptions by wire, however, your bank
may impose a fee for wire services.

Check Redemption:

The Penn Street Fund will honor redemption requests of shareholders
who recently purchased shares by check, but will not send the proceeds
until it is reasonably satisfied that the purchase check has cleared,
which may take up to 15 days from the purchase date.

Proper Form:

Written redemption request must include the following:

1. Shareholder's account number and name.

2. Amount of transaction (specified either in dollar or
shares).

3. The signatures of all owners exactly as they are registered.

4. Other supporting legal documentation that might be required
in the case of estates, corporations, trusts, and certain
other accounts.

5. Telephone confirmation, if required.

GENERAL POLICIES

The Penn Street Fund reserves the right to:

- refuse any exchange request in excess of 1% of the Penn
Street Fund's total assets;

- change or discontinue its exchange privilege, or
temporarily suspend this privilege during unusual market
conditions;

- delay sending out redemption proceeds for up to seven days
(generally applies only in cases of very large redemptions,
excessive trading or during unusual market conditions); or

- make a "redemption in kind" - payment in portfolio
securities rather than cash if the amount you are redeeming
is large enough to affect Penn Street Fund operations, or
if the redemption would otherwise disrupt the Penn Street
Fund (i.e., if the amount represents more than 1% of the
Penn Street Fund's assets).

DIVIDENDS, DISTRIBUTIONS, AND TAXES

Each Portfolio pays shareholders' dividends from its net investment
income, and distributes any realized capital gains. Dividends from
investment income will be paid quarterly. Any distribution of realized
capital gains will be paid annually.

Dividends and distributions are automatically reinvested in
additional shares of the Portfolio unless the shareholder has notified the
Administrator, in writing, of an election to receive dividends and/or
distributions in cash. Dividends are reinvested on the ex-dividend date,
at the NAV of the shares, determined as of the close of the NYSE on that
date.

Dividends (including short-term capital gains) are treated as
ordinary income and distributions are treated as long-term capital gains
for U.S. federal tax purposes, whether received in cash or reinvested in
additional shares, and regardless of the length of time the Portfolio's
shares have been held.

Dividends and distributions paid on shares purchased shortly before
the record date for dividend or distribution will have the economic effect
of a return of capital, even though such dividends and distributions are
subject to taxes. Dividends and distributions may also be subject to
state and local taxes. The Penn Street Fund will notify shareholders each
year of the amount of dividends and any distributed long-term capital
gains.

TO OPEN AN ACCOUNT

Initial purchase of at least $25,000.

For initial accounts: Complete an Application and return to:

Penn Street Advisors, Inc.
30 Valley Stream Parkway
Great Valley Corporate Center
Malvern, PA 19355

* For an IRA include the tax year of contribution

Payment by Check:

Checks should be made out to the appropriate Portfolio:

McGlinn Balanced Portfolio, Global Income Portfolio, Cumberland Taxable
Income Portfolio, Baldwin Large Cap Growth Portfolio or the Penn Street
Advisors Sector Rotational Portfolio, and mailed to:

Union Bank of California Global Custody
475 Sansome Street, 15th Floor
San Francisco, CA 94111
Attn.: Carrie Guest

* Separate checks are required if investing in multiple Portfolios. For
an IRA include the tax year of contribution.

Payment by Wire:

Must notify Transfer Agent by calling:

610-578-9944 to obtain an account number and to provide your federal tax
identification number.

* For an IRA include the tax year of contribution.

Must have bank wire transmitted to:

Union Bank of California ABA #1220-0049-6 for credit to Union Bank of
California Global Custody Account #09599196431 then to A/C #01643 McGlinn
Balanced Portfolio or A/C #01644 Global Income Portfolio or A/C #01946
Cumberland Taxable Income Portfolio or A/C #01944 Baldwin Large Cap Growth
Portfolio or A/C 01945 The Penn Street Advisors Sector Rotational Fund.

TO ADD TO AN ACCOUNT
No minimum purchase for subsequent investments. You must notify the
Transfer Agent in writing, stating account number and
investment amount.

Send to:

Penn Street Advisors, Inc.
30 Valley Stream Parkway
Great Valley Corporate Center
Malvern, PA 19355

* For an IRA include the tax year of contribution

Mail checks to:

Union Bank of California Global Custody
475 Sansome Street, 15th Floor
San Francisco, CA 94111
attn.: Carrie Guest

Make sure you write which portfolio it is for: (i) McGlinn Balanced
Portfolio; (ii) Global Income Portfolio; (iii) Cumberland Taxable Income
Portfolio; (iv) Baldwin Large Cap Growth Portfolio or (v) Penn Street
Advisors Sector Rotational Portfolio.

* Separate checks are required if investing in any Portfolios.
For an IRA include the tax year of contribution.

By Wire:

Must notify the Transfer Agent by calling:

610-578-9944 and must provide them with account #, investment amount and
portfolio in which you wish to invest.

* For an IRA include the tax year of contribution.

Must have bank wire transmitted to:

REDEMPTION OF SHARES

By mail:

Write a letter of instruction that includes:

- Shareholder's account number and Portfolio name.

- Amount of the transaction (specified in dollars or shares).

- Signatures of all owners exactly as they are registered.

How and where to send the proceeds.

Mail your request to:

Penn Street Advisors, Inc.
30 Valley Stream Parkway
Great Valley Corporate Center
Malvern, PA 19355

By phone:

Call us to request your transaction at 1-610-587-9944. You may be
asked to provide proof of identification, as provided in your original
application. You can request that proceeds be wired or sent by check.

By Wire:

Be sure the Penn Street Fund has your bank account information on
file. Proceeds will be wired to your bank.

By Check:

A check will be sent to the address of record.

THE PENN STREET FUND, INC.
McGLINN BALANCED PORTFOLIO
GLOBAL INCOME PORTFOLIO
CUMBERLAND TAXABLE INCOME PORTFOLIO
BALDWIN LARGE CAP GROWTH PORTFOLIO
SECTOR PORTFOLIO

More information on The Penn Street Fund is available free upon
request, including the following:

Annual/Semi-Annual Report

These reports include a discussion of recent market conditions and
portfolio strategies, financial statements, detail the Penn Street Fund's
performance information, list portfolio holdings, and include the
auditor's report (in annual report only).

Statement of Additional Information (SAI)

The SAI provides more details about the Penn Street Fund and its
policies and is incorporated by reference into this prospectus (and is
legally considered to be part of this prospectus).

You may review and copy the SAI and other information about the Penn
Street Fund by visiting the Securities and Exchange Commission's Public
Reference Room in Washington, DC or by visiting the Commission's Internet
site at http://www.sec.gov. Copies of this information also may be
obtained, upon payment of a duplicating fee, by writing to the Public
Reference Section of the Commission, Washington, DC 20549-6009. You may
call the Commission at 1-800-SEC-0330 for information about the operation
of the public reference room.

To obtain information:

By telephone, call collect: 610-578-9944

By mail, write to:

Penn Street Advisors, Inc.
30 Valley Stream Parkway
Great Valley Corporate Center
Malvern, PA 19355

By e-mail: [email protected]

811-09078

STATEMENT OF ADDITIONAL INFORMATION

THE PENN STREET FUND, INC.
The McGlinn Balanced Portfolio
The Global Income Portfolio
The Cumberland Taxable Income Portfolio
The Baldwin Large Cap Growth Portfolio
The Penn Street Advisors Sector Rotational Portfolio

This Statement of Additional Information is not a prospectus, and
should be read in conjunction with the prospectus for The Penn Street
Fund, Inc. (the "Fund"). The audited financial statements of the Fund for
its fiscal year ended October 31, 1999 as set forth in the Fund's Annual
Report to Shareholders, and the report therein of Briggs, Bunting &
Dougherty independent accountants, also appearing therein are incorporated
herein by reference. The Prospectus and Annual Report are available
without charge from East Coast Consultants, Inc., the Distributor of the
Fund, at 30 Valley Stream Parkway, Great Valley Corporate Center, Malvern,
PA, Telephone No. 610-578-9944.

The date of this Statement of Additional Information, and the prospectus
to which it relates, is January __, 2000.

TABLE OF CONTENTS

Page

General Information
Investment Objectives and Policies
Fundamental Policies - All Portfolios
Operating Policies - All Portfolios
Additional Investment Policies - Global Income Portfolio
Fixed Income Securities - Global Income Portfolio
Fixed Income Securities - McGlinn Balanced Portfolio
Options - All Portfolios
Futures Contracts - All Portfolios
Lending Portfolio Securities - All Portfolios
Repurchase Agreements - All Portfolios
Foreign Currency Transactions - Global Income Portfolio
Investment Performance
Management of the Fund
Investment Management Services
Sale of Fund Shares
Distribution
Tax Status
Principal Shareholders

GENERAL INFORMATION

The Fund is an open-end, diversified management investment company
that was organized as a corporation in the State of Maryland on July 6,
1995, but did not issue any shares until November 8, 1995. The Fund is
currently authorized to issue one billion (1,000,000,000) shares of common
stock, par value $0.01, and may issue such shares in multiple series and
classes. The Fund currently issues shares in four diversified series and
one non-diversified series (portfolios): the McGlinn Balanced Portfolio,
the Global Income Portfolio, the Cumberland Taxable Income Portfolio, the
Baldwin Large Cap Growth Portfolio and the Penn Street Advisors Sector
Rotational Portfolio (individually a "Portfolio" and collectively the
"Portfolios"). Each series represents interests in a separate portfolio
of securities, and all shares of a series have identical voting powers,
preferences, restrictions and other terms. The Fund is registered under
the Investment Company Act of 1940. Until January 14, 1998, the name of
the Fund was S.I.S. Mercator Fund, Inc.

INVESTMENT OBJECTIVES AND POLICIES

The following information supplements the discussion of the
Portfolios' investment objectives, strategies and risks. The "Fundamental
Policies" of the Portfolios are described below and may not be changed
without the approval of the lesser of: a vote of the holders of a
majority of the outstanding shares of the Portfolio or, 67% of the shares
represented at a meeting of shareholders of the Portfolio at which the
holders of at least 50% or of the shares are represented.

FUNDAMENTAL POLICIES - ALL PORTFOLIOS

As a matter of fundamental policy, each Portfolio will not:

(1) borrow money, except from banks as a temporary measure for
extraordinary or emergency purposes, including redemption
of its shares, and then only in amounts not exceeding 33
1/3% of its total assets, valued at market. The Portfolios
also may acquire futures contracts and options thereon as
set forth in (2) below;

(2) purchase or sell commodities or commodity contracts; except
that the Portfolios may (i) enter into financial (including
currency) futures contracts and options thereon on an
initial and variation margin basis;

(3) purchase the securities of any issuer if, as a result, more
than 25% of the value of the Portfolio's total assets would
be invested in the securities of issuers having their
principal business activities in the same industry;

(4) make loans, although a Portfolio may enter into repurchase
agreements and lend its portfolio securities;

(5) as to 75% of its total assets, purchase the securities of
an issuer if as a result: (a) more than 5% of the value of
the Portfolio's assets would be invested in the securities
of that issuer or (b) it would own more than 10% of the
voting securities of that issuer;*

(6) purchase or sell real estate although it may purchase
securities secured by real estate or representing interests
therein;

(7) issue senior securities;

(8) underwrite securities issued by other persons, except to
the extent that a Portfolio or the Fund may be deemed to be
an underwriter within the meaning of the Securities Act of
1993 in connection with the purchase and sale of securities
in the ordinary course of pursuing its investment program.

* No applicable to the Penn Street Advisors Sector Rotational Portfolio.

OPERATING POLICIES - ALL PORTFOLIOS

The following operating policies have been established by the Board
of Directors. A Portfolio will not:

(1) invest in companies for the purpose of exercising
management or control;

(2) purchase a security if, as a result of such purchase, more
than 15% of the value of the Portfolio's net assets would
be invested in illiquid securities, including repurchase
agreements which do not provide for payment within seven
days;

(3) purchase securities of any investment company, except in
compliance with the Investment Company Act of 1940; or

(4) sell securities short.

Operating policies are established, and may be changed, by the Board
of Directors without approval of shareholders.

ADDITIONAL INVESTMENT POLICIES
GLOBAL INCOME PORTFOLIO

In determining the appropriate distribution of investments among
various countries and geographic regions, the Advisor ordinarily considers
the following factors: prospects for relative economic growth between
foreign countries; expected levels of inflation; government policies
influencing business conditions; the outlook for currency relationships;
and the range of individual investment opportunities available to
international investors.

In analyzing investments in the Global Income Portfolio, the Advisor
will ordinarily look for a high and sustainable real and nominal income
flow. The bonds included in the Portfolio will generally be issued by
national governments, supranational institutions or securities of high-
quality companies with liquid markets. The Global Income Portfolio may
also invest in relatively high yielding equities of good quality companies
at times when the Advisor believes the market price of the equity
securities is likely to be more stable than that of debt securities.
Ordinarily, most investments will be in government debt or the debt of
supranational institutions rated at least AA by Standard & Poor's
Corporation ("S&P") or a comparable rating by Moody's Investors Services,
Inc. ("Moody's").

Ordinarily, the Portfolio will hold at least 65% of its investments
in at least three different countries, but may invest in fixed income
obligations of only one country for temporary, defensive purposes.
Normally, the Portfolio's assets will be invested principally in fixed
income securities issued or guaranteed by the U.S. or foreign governments,
their agencies and instrumentalities and supranational organizations. To
a lesser extent, investments may be made in domestic and foreign corporate
obligations rated at least investment grade (BBB), and obligations of, or
guaranteed by, foreign governments rated at least BB, or its equivalent;
see the section on "Fixed Income Securities." There may also be
circumstances when the Portfolio will hold equities, including preferred
and convertible stocks, and relatively high yielding, high quality common
stocks, but not in excess of 40% of the total value of the Portfolio.
Such investments will be made, if conditions seem appropriate, in order to
protect the capital value of the Portfolio while continuing to emphasize
income. This will depend on circumstances at the time, and available
investment opportunities, and will become more likely if interest rates
are expected to increase.

Allocation decisions will depend on the level of interest rates
available in different countries, relative interest rates within the
country, i.e., the yield curve, the expected change in interest rates and
the outlook for exchange rates. These conditions will depend on, among
other things, fiscal policy, monetary policy, the balance of payments,
inflation and the growth rate of the economy. Country allocations, sector
and asset selections, as well as duration and maturity decisions will be
based on the Advisor's continuing research of economic, financial and
political developments in the major industrialized countries. Portfolio
holdings will be widely diversified. The Portfolio may invest in
securities of companies and governments in the Far East, Western Europe,
South Africa, Australia, Canada, as well as the U.S. and other areas. The
Global Income Portfolio does not intend to invest more than 10% of the
value of its total assets in securities of governments or companies in
developing countries. The investment objectives of the Global Income
Portfolio may not be changed without shareholder approval.

The Global Income Portfolio is managed in accordance with the concept
that broad diversification across individual assets, sectors, asset types,
countries and time, applied consistently according to quantitative
forecasts of changing business cycle conditions in the United States and
other countries, can reduce risk and increase returns. Asset selection is
based, in part, on the Advisor's view of the business cycle, not only in a
single country but within all the major economies. Considerations that
the Advisor believes are crucial to rational asset allocation include:
the expected direction of interest rates, including movements in the yield
curve, the anticipated direction of exchange rates, the perceived
direction of economic activity and corporate profitability, inflation and
inflationary expectations, central bank policies, taxes, other fiscal
policies as well as money and credit growth.

FIXED INCOME SECURITIES - GLOBAL INCOME PORTFOLIO

The Global Income Portfolio may invest in fixed-income securities of
the types described below, having intermediate and long maturities.
Ratings are determined at the time of purchase and the Portfolio is not
obligated to sell securities in the event of a subsequent rating
reduction.

The Global Income Portfolio may invest in debt securities issued by
the U.S. Treasury, including bills, notes and bonds, U.S. Government
Agency Obligations issued or guaranteed by U.S. government-sponsored
instrumentalities and federal agencies, debt securities issued by foreign
governments and supranational organizations, such as the European Coal and
Steel Community, the European Economic Community and the World Bank rated
at least AA by S&P or a comparable rating by Moody's. In addition, the
Portfolio may invest in U.S. and foreign corporate debt securities,
including banks (e.g., bonds and debentures) which are rated at least Baa
by Moody's or BBB by S&P or, if unrated, when the Advisor determines that
they are of comparable quality to similar issues of the same issuer rated
at least BBB or Baa. However, the Fund will not invest more than 10% of
its assets below a Baa rating. The Portfolio may also invest in debt
securities issued, or guaranteed, by governments if they are rated at
least Ba by Moody's or BB by S&P and the Advisor considers the risk/return
to be acceptable. Debt securities rated Ba or BB may have some
speculative characteristics.

FIXED INCOME SECURITIES
MCGLINN BALANCED PORTFOLIO

The McGlinn Balanced Portfolio may invest in short, intermediate, or
long-term fixed-income securities. The Portfolio primarily invests in
intermediate-term issues with an average weighted maturity in the range of
5 to 7 years. A fixed-income security typically has a fixed payment
schedule which obligates the issuer to pay interest to the lender and to
return the lender's money over a certain period of time. The market
prices of debt securities usually vary, depending upon available yields.
An increase in interest rates will generally reduce the value of portfolio
investments, and a decline in interest rates will generally increase the
value of portfolio investments.

Yields on short, intermediate, and long-term securities are dependent
on a variety of factors, including the general conditions of the money and
bond markets, the size of a particular offering, the maturity of the
obligation, and the credit quality and rating of the issuer. Debt
securities with longer maturities tend to have higher yields and are
generally subject to potentially greater capital appreciation and
depreciation than obligations with shorter maturities and lower yields.
The ability of the Portfolio to achieve its investment objective is also
dependent on the continuing ability of the issuers of the debt securities
in which the Portfolio invests to meet their obligations for the payment
of interest and principal when due.

Fixed-income securities in which the Portfolio may invest include,
but are not limited to: U.S. Government obligations, including bills,
notes, bonds, and other debt securities issued by the U.S. Treasury.
These are direct obligations of the U.S. government and differ mainly in
the length of their maturities. The Portfolio may also invest in U.S.
Government agency securities issued or guaranteed by U.S. government-
sponsored enterprises and federal agencies. These include securities
issued by the Federal National Mortgage Association, Government National
Mortgage Association, Federal Home Loan Bank, Federal Land Banks, Farmers
Home Administration, Banks for Cooperatives, Federal Intermediate Credit
Banks, Federal Financing Bank, Farm Credit Banks, the Small Business
Association, and the Tennessee Valley Authority.

The Portfolio generally invests in corporate bonds that have bond
ratings in the top four investment grades. These grades are Aaa, Aa, A
and Baa (in Moody's ratings) and AAA, AA, A and BBB (in S&P's ratings).
The securities in the fixed-income portion of the Portfolio are expected
to have an average rating of "A," which is the third highest rating by
Moody's or S&P. The Portfolio will not purchase more than 20% of its
fixed-income securities in an investment grade below a Baa (in Moody) or a
BB (in S&P) rating. A debt security may cease to be rated, or its rating
may be reduced, but the Portfolio will not be required to sell a security
if its rating is reduced subsequent to the Portfolio's purchase.

The Portfolio may invest a portion (not to exceed 20% of the fixed-
income portion of the Portfolio) of its assets in bonds rated below
investment grade, which are known as high-yield securities (commonly
called "junk bonds"). The Portfolio's investments in high-yield
securities expose it to a substantial degree of credit risk. Prices of
high-yield securities can rise or fall dramatically in response to changes
in the issuer's financial health. Prices of junk bonds have been found to
be less sensitive to fluctuations in interest rates, and more sensitive to
adverse economic changes and individual corporate developments than those
of higher-rated debt securities.

Because investors generally perceive that there are greater risks
associated with investment in lower-quality securities, the yields from
such securities normally exceed those obtainable from higher-quality
securities. However, the principal value of lower-rated securities
generally will fluctuate more widely than higher-quality securities.
Lower-quality investments entail a higher risk of default--that is, the
nonpayment of issue and principal by the issue than higher-quality
investments. The risk of loss due to default may also be considerably
greater with lower-quality securities because they are generally unsecured
and are often subordinated to other creditors of the issuer. In addition,
many issuers of junk bonds are substantially leveraged, which may impair
their ability to meet their obligations, and therefore increase their risk
of default.

For example, during an economic downturn or a sustained period of
rising interest rates, highly leveraged issuers of high yielding
securities may experience financial stress. During these periods, such
issuers may not have sufficient cash flow to meet their interest payment
obligations. The issuer's ability to service its debt obligations may
also be adversely affected by specific developments affecting the issuer,
the issuer's inability to meet specific projected business forecasts, or
the unavailability of additional financing. The risk of loss due to
default by the issuer may be significantly greater for the holders of high
yielding securities because such securities are generally unsecured and
are often subordinated to other creditors of the issuer. The Portfolio
may have difficulty disposing of certain high yielding securities because
there may be a thin trading market for a particular security at any given
time. The market for lower rated, fixed-income securities generally tends
to be concentrated among a smaller number of dealers than is the case for
securities which trade in a broader secondary retail market. Generally,
purchasers of these securities are predominantly dealers and other
institutional buyers, rather than individuals. To the extent the
secondary trading market for a particular high yielding, fixed-income
security does exist, it is generally not as liquid as the secondary market
for higher rated securities. Reduced liquidity in the secondary market
may have an adverse impact on market price and the Portfolio's ability to
dispose of particular issues, when necessary, to meet the Portfolio's
liquidity needs or in response to a specific economic event, such as a
deterioration in the creditworthiness of the issuer. Reduced liquidity in
the secondary market for certain securities may also make it more
difficult for the Portfolio to obtain market quotations based on actual
trades for purposes of valuing its portfolio holdings. Current values for
these high yield issues are obtained from pricing services and/or a
limited number of dealers and may be based upon factors other than actual
sales.

OPTIONS
All Portfolios

Writing Listed Covered Call Options. The Portfolios may write (sell)
listed (exchange traded) covered call options and purchase listed options
to close out options previously written. In writing covered call options,
a Portfolio would expect to generate premium income, which should serve to
enhance the Portfolio's total return and reduce the effect of any price
decline of the optioned security or currency. Covered call options will
generally be written on securities or currencies which, in the Advisor's
opinion, are not expected to experience any major price increases in the
near future but which, over the long term, are deemed to be attractive
investments.

A call option gives the buyer the right to purchase a security or
currency at a specified price (the exercise price), at expiration of the
option (European options) or at any time until the expiration date of the
option (American options). As long as the obligation of the writer of a
call option continues, the buyer may require the seller to deliver the
underlying security or currency against payment of the exercise price.
This obligation terminates upon the expiration of the option, or such
earlier time when the writer effects a closing transaction by purchasing
an identical option. To secure the obligation to deliver the underlying
security or currency, the option seller must deposit in escrow the
underlying security or currency or other assets in accordance with the
rules of the clearing corporation. The Portfolio will sell covered call
options, only. This means that the Portfolio will own the security or
currency subject to the option, or an option to purchase the same
underlying security or currency, having an exercise price equal to or less
than the exercise price of the option it has sold, or will establish and
maintain with its custodian for the term of the option, a segregated
account consisting of cash, U.S. government securities or other liquid,
high-grade debt obligations having a value equal to the market value of
the optioned securities or currencies, and marked to market daily. A
Portfolio will not write a covered call option if, as a result, the
aggregate market value of all optioned portfolio securities or currencies
and put option obligations exceeds 25% of the market value of the
Portfolio's net assets.

Portfolio securities or currencies on which call options may be
written will be purchased solely on the basis of investment considerations
consistent with the Portfolios' investment objectives. The Advisor
believes writing covered call options is a conservative investment
technique involving relatively little risk (in contrast to writing
uncovered options), but capable of enhancing a Portfolio's total return.
When writing a covered call option, the Portfolio, in return for the
premium, gives up the opportunity for profit from a price increase of the
optioned security or currency above the exercise price, but conversely
retains the risk of loss should the price of the security or currency
decline. If a call option which the Fund has written expires, the Fund
will realize income in the amount of the premium. If the call option is
exercised, the Fund will realize a gain or loss from the sale of the
underlying security or currency. The premium received is the market value
of an option. This value is established by market factors and ordinarily
fluctuates from day to day. In determining whether a particular call
option should be written on a particular security or currency, the Advisor
will consider the reasonableness of the anticipated premium and the
likelihood that a liquid secondary market will exist for the option.

Closing transactions will be effected in order to realize a profit on
an outstanding call option, to prevent an underlying security or currency
from being called, to permit the sale of the underlying security or
currency, or to permit the Portfolio to write another call option on the
underlying security or currency with either a different exercise price or
expiration date or both. There is, of course, no assurance that a
Portfolio will be able to effect such closing transactions at favorable
prices. If the Portfolio cannot enter into such a transaction, it may be
required to hold a security or currency that it might otherwise have sold.

Call options written by a Portfolio will normally have expiration
dates of less than nine months from the date written. From time to time,
a Portfolio may purchase an underlying security or currency for delivery
in accordance with an exercise notice of a call option assigned to it,
rather than delivering such security or currency from its portfolio. In
such cases, additional costs may be incurred.

A Portfolio will realize a profit or loss from a closing purchase
transaction depending on whether the cost of the transaction is less or
more than the premium received from writing the option. Because increases
in the market price of a call option will generally reflect increases in
the market price of the underlying security or currency, any loss
resulting from the repurchase of a call option is likely to be offset in
whole or in part by appreciation of the underlying security or currency
owned by the Fund.

Purchasing Listed Call Options. The Portfolios may purchase listed
call options. As the holder of a call option, the Portfolio has the right
to purchase the underlying security or currency, at the exercise price, at
any time during the option period (American option) or at the expiration
date of the option (European option). The Portfolio may enter into
closing sale transactions with respect to such options, exercise them or
permit them to expire. Call options may be purchased for the purpose of
increasing current return, to avoid tax consequences which might reduce
its current return, or to acquire the optioned securities or currencies.

The purchase of a call option enables the Portfolio to acquire the
optioned securities or currencies at the exercise price of the call option
plus the premium paid. At times the net cost of acquiring securities or
currencies in this manner may be less than the cost of acquiring the
securities or currencies directly. This technique may also enable a
Portfolio to purchase a large block of securities or currencies that would
be difficult to acquire by direct market purchases. So long as it holds
such a call option rather than the underlying security or currency itself,
the Fund is partially protected from any unexpected decline in the market
price of the underlying security or currency and in such event could allow
the call option to expire, incurring a loss only to the extent of the
premium paid for the option and transaction costs.

A Portfolio may also purchase call options on securities or
currencies it owns in order to protect unrealized gains on call options
previously written by it. A call option would be purchased for this
purpose where tax considerations make it inadvisable to realize such gains
through a closing purchase transaction. Call options may also be
purchased at times to avoid realizing losses. Purchasing call options
entails the risk that the price of the optioned securities will not exceed
the exercise price of the option in which case the option will expire
without value.

Purchasing Listed Put Options. The Portfolios may purchase listed
put options. As the holder of a put option, the Portfolio has the right
to sell the optioned security or currency at the exercise price at any
time during the option period. A Portfolio may enter into closing sale
transactions with respect to such options, exercise them or permit them to
expire. A Portfolio may purchase put options for defensive purposes in
order to protect against an anticipated decline in the value of its
securities or currencies. Such an option would permit the Portfolio to
sell the optioned security or currency at the exercise price regardless of
any decline in the value of the security or currency. For example, a put
option may be purchased in order to protect unrealized appreciation of a
security or currency where the Advisor deems it desirable to continue to
hold the security or currency because of tax considerations. The premium
paid for the put option and any transaction costs would reduce any capital
gain otherwise available for distribution when the security or currency is
eventually sold.

A Portfolio may also purchase put options when it does not own the
optioned security or currency. By purchasing put options on a security or
currency it does not own, the Fund seeks to benefit from a decline in the
market price of the underlying security or currency. If the put option is
not sold when it has remaining value, and if the market price of the
underlying security or currency remains equal to or greater than the
exercise price during the life of the put option, the Fund will lose its
entire investment in the put option. In order for the purchase of a put
option to be profitable, the market price of the underlying security or
currency must decline sufficiently below the exercise price to cover the
premium and transaction costs, unless the put option is sold in a closing
sale transaction, in which case the Portfolio's profit or loss on the
transaction will depend on whether the price it paid for the option
exceeds the price it received on its sale (plus transaction costs).

Dealer Options. The Portfolios may also buy and sell dealer options.
Certain risks are specific to these options. While the Portfolio looks to
a clearing corporation to exercise listed options, if a Portfolio were to
purchase a dealer option, it would rely on the dealer from whom it
purchased the option to perform if the option were exercised. Failure by
the dealer to do so would result in the loss of the premium paid by the
Portfolio, as well as loss of the expected benefit of the transaction.

Listed options generally have a continuous liquid market while dealer
options have none. Consequently, a Portfolio will generally be able to
realize the value of a dealer option it has purchased only by exercising
it or reselling it to the dealer who issued it. Similarly, when a
Portfolio writes a dealer option, it generally will be able to close out
the option prior to its expiration only by entering into a closing
purchase transaction with the dealer to which the Portfolio sold the
option. While the Portfolio will seek to enter into dealer options only
with dealers who will agree, and which the Advisor believes, will be
capable of entering into closing transactions, there can be no assurance
that a Portfolio will be able to liquidate a dealer option at a favorable
price at any time prior to expiration. Until the Portfolio, as a covered
dealer call option writer, is able to effect a closing purchase
transaction, it will not be able to liquidate the option securities or
currency until the option expires or is exercised. In the event of
insolvency of the contra party, the Portfolio may be unable to liquidate a
dealer option. The inability to enter into a closing transaction may
result in material losses to a Portfolio.

Dealer options and the assets used to secure dealer options currently
are considered illiquid securities. Accordingly, dealer options will be
subject to the Portfolios' restriction that not more than 15% of the value
of a Portfolio's assets may be invested in illiquid securities.

FUTURES CONTRACTS - ALL PORTFOLIOS

The Portfolios may enter into financial futures contracts, including
stock index, interest rate and currency futures. Futures contracts provide
for the future sale by one party and purchase by another party of a
specified amount of specific securities or currencies at a specified
future time and at a specified price. Financial futures contracts which
are standardized as to maturity date and the underlying financial
instruments are traded on national futures exchanges, and include futures
contracts on equity securities, debt securities and foreign currencies.
The Portfolios will only buy and sell standardized contracts.

Securities index futures contracts may be used to provide a hedge for
a portion of a Portfolio's, as a cash management tool, or as an efficient
way for the Advisor to implement either an increase or decrease in
portfolio market exposure in response to changing market conditions. A
Portfolio may purchase or sell securities index futures with respect to
any securities index whose movements are expected by the Advisor to have a
significant correlation with movements in the prices of all or portions of
the Portfolio's securities.

Interest rate or currency futures contracts may be used as a hedge
against changes in prevailing levels of interest rates or currency
exchange rates in order to establish more definitely the effective return
on securities or currencies held or intended to be acquired by the
Portfolio or protect the Portfolio from effects of currency fluctuations.
In this regard, a Portfolio might sell interest rate futures as an offset
(hedge) against the effect of expected increases in interest rates or
currency exchange rates and purchase such futures as an offset against the
effect of expected declines in interest rates or currency exchange rates.
The Portfolios will engage in transactions in financial futures contracts
and options thereon only for bona fide hedging, return enhancement and
risk management purposes.

Transactions in financial futures contracts, and options thereon,
will be limited so that margin on transactions not considered hedging
under the rules of the Commodities Futures Trading Corporation will not
exceed 5% of a Portfolio's net assets. When a Portfolio has a long
position in a futures contract or sells a put option on futures contracts
or securities, it must establish a segregated account with its custodian
bank containing cash or highly liquid, high quality debt securities in an
amount equal to the purchase price of the contract or the strike price of
the put option (less any margin on deposit). When the Portfolio sells a
call option on a futures contract, it must establish a segregated account
with its custodian bank containing cash or highly liquid, short-term U.S.
government securities in an amount that, when added to the amount of the
margin deposit, equals the market value of the instruments underlying the
call option (but are not less than the strike price of the call option).

Successful use of futures contracts for hedging purposes is subject
to the Advisor's ability to correctly predict movements in the direction
of the market. It is possible that, when a Portfolio has sold futures to
hedge its portfolio against a decline in a market, the index or indices,
securities or currencies on which the futures are written might advance
and the value of securities or currencies held in the Portfolio might
decline. If this were to occur, the Portfolio would lose money on the
futures and also would experience a decline in value in its portfolio
securities or currencies. However, while this might occur to a certain
degree, the Advisor believes that over time the value of the Portfolio's
investments will tend to move in the same direction as the securities or
currencies underlying the futures, which are intended to correlate to the
price movements of the portfolio securities or currencies sought to be
hedged. It is also possible that if a Portfolio were to hedge against the
possibility of a decline in the market (adversely affecting securities or
currencies held in its portfolio) and prices instead increased, the
Portfolio would lose part or all of the benefit of increased value of
those securities or currencies that it has hedged, because it would have
offsetting losses in its futures positions. In addition, in such
situations, if the Portfolio had insufficient cash, it might have to sell
securities or currencies to meet daily variation margin requirements.
Such sales of securities or currencies might be, but would not necessarily
be, at increased prices (which would reflect the rising market). A
Portfolio might have to sell securities or currencies at a time when it
would be disadvantageous to do so.

In addition to the possibility that there might be an imperfect
correlation, or no correlation at all, between price movements in the
futures contracts and the portion of the portfolio being hedged, the price
movements of futures contracts might not correlate perfectly with price
movements in the underlying stock index, security or currency due to
market distortions. All participants in the futures market are subject to
margin deposit and maintenance requirements. Rather than meeting
additional margin deposit requirements, investors might close futures
contracts through offsetting transactions which could distort the normal
relationship between the underlying instruments and futures markets.
Also, the margin requirements in the futures market are less than margin
requirements in the securities markets; as a result the futures market
might attract more speculators than the securities markets do. Increased
participation by speculators in the futures market might also cause
temporary price distortions. Due to the possibility of price distortion
in the futures market and also because of the imperfect correlation
between price movements in the underlying instruments and movements in the
prices of futures contracts, even a correct forecast of general market
trends by the Advisor might not result in a successful hedging transaction
over a very short time period.

LENDING PORTFOLIO SECURITIES - ALL PORTFOLIOS

For the purpose of realizing additional income, each Portfolio may
make loans of securities amounting to not more than 33% of its total
assets. Securities loans would be made to broker-dealers and financial
institutions pursuant to agreements requiring the loans to be secured by
collateral at least equal to the current value of the securities lent and
"marked-to-market" on a daily basis. Collateral will consist of cash,
U.S. or foreign securities, letters of credit or cash equivalents. While
the securities are being lent, the Portfolio will continue to receive the
equivalent of the interest or dividends paid by the issuer of the
securities, as well as interest on the investment of the collateral or a
fee from the borrower. The Portfolio has a right to call a loan at any
time. The Portfolio will not have the right to vote securities while they
are on loan, but it will call a loan in anticipation of any important
vote. The risks in lending portfolio securities, as with other extensions
of secured credit, consist of possible delay in receiving additional
collateral or in the recovery of the securities or possible loss of rights
in the collateral should the borrower fail financially. Loans will only
be made after analysis of the pertinent facts by the Advisor when, in the
judgment of the Advisor, the income from such loans would justify the
risk.

REPURCHASE AGREEMENTS - ALL PORTFOLIOS

The Portfolios may enter into repurchase agreements with banks or
broker-dealers. Under the Investment Company Act of 1940, repurchase
agreements are considered collateralized loans by the Portfolio to the
seller, secured by the securities transferred to the Portfolio.
Repurchase agreements will be fully collateralized by securities in which
the Portfolios are authorized to invest. Such collateral will be marked-
to-market daily. If the seller of the underlying security under the
repurchase agreement should default on its obligation to repurchase the
underlying security, the Portfolio might experience delay or difficulty in
recovering its cash. If, in the meantime, the value of the collateral had
decreased, the Portfolio could experience a loss. The Fund considers
repurchase agreements having a maturity of more than 7 days to be illiquid
securities and they are subject to the Fund's policy that a Portfolio may
not invest more than 15% of its net assets in illiquid securities.

FOREIGN CURRENCY TRANSACTIONS - All Portfolios

The Portfolio may engage in forward foreign currency transactions to
settle foreign securities transactions and/or manage foreign currency
risk. A forward foreign currency exchange contract involves an obligation
to purchase or sell a specific currency at a future date, which may be any
fixed number of days from the date of the contract is agreed upon by the
parties, at a price set at the time of the contract. These contracts are
principally traded in the interbank market conducted directly between
currency traders (usually large, commercial banks) and their customers. A
forward contract generally has no deposit requirement, and no commissions
are charged for trades.

The Portfolio will generally enter into forward foreign currency
exchange contracts in two circumstances. First, when the Portfolio enters
into a contract for the purchase or sale of a security denominated in a
foreign currency, it may desire to lock in the U.S. dollar price of the
security, by entering into a forward contract for the purchase or sale,
for a fixed amount of dollars, of the amount of foreign currency involved
in the underlying security transactions. The Portfolio will be able to
protect itself against a loss resulting from an adverse change in the
relationship between the U.S. dollar and the foreign currency during the
period between the date the security is purchased or sold and the date on
which payment is made or received.

Second, when the Advisor believes that the currency of a particular
foreign country may suffer from, or enjoy, a substantial movement against
another currency, it may enter into a forward contract to sell or buy the
amount of one or more foreign currencies, approximating the value of some
or all of the Portfolio's portfolio securities denominated in that foreign
currency. Alternatively, where appropriate, the Portfolio may hedge all
or part of its foreign currency exposure through the use of a basket of
currencies or a proxy currency where such currencies or currency, in the
Advisor's judgment, act as an effective proxy for the Portfolio's currency
exposure. The prediction of short-term currency market movement is
extremely difficult, and the successful execution of a short term hedging
strategy is highly uncertain. The Advisor will consider the effect a
substantial commitment of Portfolio assets to forward contracts would have
on the investment program of the Portfolio and the flexibility of the
Portfolio to purchase additional securities. Other than as set forth
above, and immediately below, the Portfolio also will not enter into
forward contracts or maintain a net exposure to such contracts where the
consummation of the contracts would obligate the Portfolio to deliver an
amount of foreign currency in excess of the value of the Portfolio's
securities or other assets denominated in that currency. The Portfolio,
however, in order to avoid excess transactions and transaction costs, may
maintain a net exposure to forward contracts in excess of the value of the
Portfolio's securities or other assets denominated in that currency
provided the excess amount is covered by liquid, high-grade debt
securities, denominated in any currency, at least equal at all times to
the amount of such excess. Under normal circumstances, consideration of
the prospects for currencies will be incorporated into the longer term
investment decisions made with regard to overall diversification
strategies. However, the Advisor believes that it is important to have
the flexibility to enter into such forward contracts when it determines
that the best interests of the Portfolio will be served.

INVESTMENT PERFORMANCE

Total Return

The annual return of the Global Income Portfolio and the McGlinn
Balanced Portfolio for the latest fiscal year ending October 31, 1999 was
-1.04% and 19.45%, respectively.

The annualized total return of the Global Income Portfolio for the
period beginning November 8, 1995 and ending October 31, 1999 was 5.08%.
The annualized total return of the McGlinn Balanced Portfolio for the
period beginning April 30, 1999 and ending October 31, 1999 was -0.21%.

Annual Total Return figures for the Cumberland Taxable Fixed Income,
Baldwin Large Cap Growth and the Penn Street Advisors Sector Rotational
Portfolios are not presented, because the Portfolios were newly
established on February 7, 2000 and the Portfolios have not established a
performance record.

This is accomplished by subtracting the final year's NAV from the
initial year's NAV to determine the total change in NAV over the period.
This change is then divided by the initial year's NAV to determine the
return over the period and then by the number of years to determine the
average annual return. This calculation assumes reinvestment of all
dividends.

Yield

The 30 day yield as of October 31, 1999, of the Portfolios was as
follows:

Global Income Portfolio 4.16%
McGlinn Balanced Portfolio 2.18%
Cumberland Taxable Income Portfolio *
Baldwin Large Cap Growth Portfolio *
Penn Street Advisors Sector Rotational Portfolio *

* These Portfolios were not a part of The Penn Street Fund as of October
31, 1999.

The yield of the Portfolio may be calculated by dividing the net
investment income per share earned by the Portfolio during a 30 day (or
one month) period by the net asset value per share on the last day of the
period and annualizing the result on a semi-annual basis. The Portfolio's
net investment income per share earned during the period is based on the
average daily number of shares outstanding during the period entitled to
receive dividends and includes dividends and interest earned during the
period minus expenses accrued for the period, net of reimbursements.

MANAGEMENT OF THE FUND

The Fund is governed by a Board of Directors which is responsible for
protecting the interests of shareholders. The Directors are experienced
persons who meet throughout the year to oversee the Fund's activities,
review contractual arrangements with companies that provide services to
the Fund, and review performance.

The officers and directors of the Fund are listed below. Unless
otherwise noted, the address of each is 30 Valley Stream Parkway, Great
Valley Corporate Center, Malvern, Pennsylvania 19355.

David E. Sparks, Age 55, President. Mr. Sparks is the Chairman and
CEO of Millennium Bank.

Louis J. Sozio, Age 59, Vice President. Mr. Sozio is the Managing
Director of the Trust and Asset Management Group of Millennium Bank.

Vincent P. Small, Director, Age 56. Mr. Small is a retired general
practice partner for PriceWaterhouseCoopers with 34 years of diversified
accounting and auditing experience. He has extensive client experience
and involvement in a number of areas, including coordination with internal
audit departments, merger and acquisition reviews and corporate
restructurings.

Roger S. Hillas,* Director, Age 71. During the last five years,
Mr. Hillas has served on the Board of Toll Brothers, Inc. Previously,
Chairman of Meritor/PSFS, Chairman of PNC Corp. and Chairman and CEO of
Provident National Bank.

Howard W. Gross, Director, Age 68. During the last five years,
Mr. Gross has served as Director of the Fund; and Business Consultant,
West Palm Beach, Florida. Previously, Executive Vice President, Henkel
Corp.

Stephen Michael Alexander, Director, Age 48. During the last five
years, Mr. Alexander has served as Director of the Fund, and Chief
Executive Officer, IHI Alchen, Inc., Bryn Mawr, Pennsylvania.

Lee G. Fishman, Director, Age 44. During the last five years,
Mr. Fishman has served as Director of the Fund; and President, BPM Group,
Inc., Merion Station, Pennsylvania.

Samuel A. McCullough, Director, Age 62. Mr. McCullough currently
serves as Secretary of Community and Economic Development for the
Commonwealth of Pennsylvania. He is the former Chairmen and CEO of
Meridian Bancorp and President of Corestates Financial.

Michael Guilfoyle, Director, Age 48. Mr. Guilfoyle currently serves
as President of MG Advisors, a financial advisory firm specializing
providing counsulting services to financial institutions specializing in
the areas of mergers/acquisitions and sales. Mr. Guilfolye is a former
Partner/Managing Director at Lehman Brothers.

*Mr. Hillas and Mr. McCullough are "interested" directors of the Fund,
under the Investment Company Act of 1940, by reason of being affiliated
with the bank.

<TABLE>
<CAPTION>
Total
Name of Person, Aggregate Pension or Estimated Compensation
Position Compensation Retirement Annual From Registrant
From Registrant Benefits Accrued Benefits and Fund
(Director's Fee) as Part of Upon Complex Paid to
Fund Expenses Retirement Directors
<S> <C> <C> <C> <C>

Roger S. Hillas, -0- -0- -0- -0-
Director

Howard W. Gross, $2,000 -0- -0- $2,000
Director

Lee G. Fishman, $2,000 -0- -0- $2,000
Director

Vincent P. Small, $2,000 -0- -0- $2,000
Director

Michael Guilfoile $2,000 -0- -0- $2,000
Director

Samuel A. McCullough $2,000 -0- -0- $2,000
Director

</TABLE>

The Fund pays directors, except Mr. Hillas, fees of $2,000 per year,
as shown above, plus reimbursement of expenses of attending meetings of
the Board.

INVESTMENT MANAGEMENT SERVICES

Under the Management Agreements with the Fund, each Advisor is
responsible for supervising and directing the investments of their
Portfolio in accordance with the Portfolio's investment objectives,
policies and restrictions. Each Advisor is also responsible for placing
all security transactions of their Portfolio, and for negotiation of
commissions.

In transactions on U.S. stock exchanges, commissions are negotiated.
Traditionally, commission rates have generally not been negotiated on
foreign stock markets. In recent years, however, an increasing number of
foreign stock markets have adopted systems of negotiated rates, although a
number of markets continue to operate with schedules of minimum commission
rates. In the case of securities traded in the over-the-counter markets,
there is generally no stated commission, but the security price usually
includes a markup. In underwritten offerings, the price includes a
disclosed, fixed commission.

It is expected that securities will ordinarily be purchased in the
primary markets for the securities, whether over-the-counter or listed,
and that listed securities may be purchased in the over-the-counter market
if such market is deemed, by the Advisor, the primary market.

In purchasing and selling portfolio securities, the Advisor seeks to
obtain quality execution at the most favorable prices through responsible
broker-dealers and, in the case of agency transactions, at competitive
commission rates. Commission rates are checked for competitiveness by
reference to rates paid by other institutional investors similar to the
Fund. The Advisors will consider such factors as the price of the
security, the rate of the commission, the size and difficulty of the
order, the reliability, integrity, financial condition, general execution
and operational capabilities of competing broker-dealers, and the
brokerage and research services they provide to the Advisor of the Fund.

Each Advisor may cause the Fund to pay a broker-dealer who furnishes
brokerage and/or research services a commission for executing a
transaction that is in excess of the commission another broker would have
charged for executing the transaction if the Advisor determines in good
faith that the commission is reasonable in relation to the value of the
brokerage or research services provided. The Advisor may effect principal
transactions on behalf of their Portfolio with dealers who furnish
research services and designate any such dealer to receive selling
concessions, discounts or other allowances in connection with the
acquisition of securities in underwritings.

The Advisors receive a wide range of research services from brokers
and dealers covering investment opportunities throughout the world,
including information on economies, industries, groups of securities,
individual companies, statistics, political developments, technical market
action, pricing and appraisal services, and performance analyses of all
the countries in which the Portfolios are likely to invest. Each year,
the Advisors assess the contribution of the brokerage and research
services provided by broker-dealers, and allocate a portion of the
brokerage business of its clients, including the Fund, on the basis of
these assessments. In no instance is a broker or dealer excluded from
receiving business because it has not been identified as providing
research services. The amounts of commissions for the Global Equity
Portfolio (now McGlinn Balanced Portfolio) were $8,004 for the fiscal year
ending 1999, $25,801 for the fiscal year ending 1998, $30,232 for the
fiscal year ending 1997, and $48,906 for the fiscal year ending 1996, and
the amount of commissions for the Global Income Portfolio were $6,915 for
the fiscal year ending 1999, $1,475 for the fiscal year ending 1998, $616
for the fiscal year ending 1997, and $3,485 for the fiscal year ending
1996.

The Investment Management Agreement between the Fund and Penn Street
Advisors, Inc. for the Global Income Fund became effective on November 7,
1998, pursuant to shareholder approval. The agreement requires the
Advisor to provide the Portfolio with a continuous review of and
recommendations regarding investment of the Portfolio's assets. The
agreement continues in full force until November 6th, 2000 and may be
continued thereafter from year to year if renewed annually by a majority
vote of the Board of Directors of the Fund, or by a vote of the holders of
a majority of the outstanding voting securities of the Portfolio, but in
either case, in order to effect any such continuance the terms of the
agreement must also be approved by a majority vote, cast in person, of
those Fund Directors who are not parties to the agreement or interested
persons of any such party, as defined by the Investment Company Act of
1940, at a meeting called for the purpose of considering the approval of
the agreement. The agreement terminates automatically if it is
transferred or assigned by either party, which would include a change of
control of the Advisor, and may be terminated by either party without
penalty on 60 days written notice.

Under its investment management agreement, the Portfolio paid Penn
Street Advisors an advisory fee for the fiscal year ending October 31,
1999, equal to an annual rate of 0.60% of the value of the net assets and
an advisory fee for the fiscal year ending October 31, 1998 equal to an
annual rate of 0.90% of the value of the net assets. The current advisory
fee for fiscal year 2000 is equal to an annual rate of .50% of the value
of the net assets of the Fund. The total amounts paid to Penn Street
Advisors by the Global Income Portfolio under the investment management
agreement for the period ending October 31, 1996 (since inception) was
$111,282 for the fiscal year ending 1996, $106,170 for the fiscal year
ending 1997 and $161,923 for the fiscal year ending 1998 and $120,134 for
the fiscal year ending 1999.

The Investment Management Agreement between the Fund and McGlinn
Capital Management, Inc. for the McGlinn Balanced Portfolio was approved
by the Board of Directors on April 5, 1999 and ratified by shareholders of
the Portfolio on June 14, 1999. The agreement requires McGlinn Capital
Management to provide the Portfolio with a continuous review of and
recommendations regarding investment of its assets. The agreement
continues in full force until April 4, 2001 and may be continued
thereafter from year to year if renewed annually by a majority vote of the
Board of Directors of the Fund, or by a vote of the holders of a majority
of the outstanding voting securities of the Portfolio, but in either case,
in order to effect any such continuance the terms of the agreement must
also be approved by a majority vote, cast in person, of those Fund
Directors who are not parties to the agreement or interested persons of
any such party, as defined by the Investment Company Act of 1940, at a
meeting called for the purpose of considering the approval of the
agreement. The agreement terminates automatically if it is transferred or
assigned by either party, which would include a change of control of
McGlinn Capital Management, and may be terminated by either party without
penalty on 60 days written notice.

Under its investment management agreement, the Portfolio pays McGlinn
Capital Management an advisory fee equal to an annual rate of 0.60% of the
value of the net assets. The total amounts paid by the Portfolio to its
former investment advisor for the period ending October 31, 1996 (since
inception) was $240,174, for the fiscal year ending October 31, 1997 was
$250,734 and for the fiscal year ending October 31, 1998 was $75,745. The
total amount paid to the current investment advisor for the period ending
October 31, 1999 was $6,992.

Penn Street Advisors also serves as the Administrator and Transfer
Agent of the Fund under an Administration Agreement and Transfer Agent
Agreement. The services include the administration of the Fund's business
affairs, supervision of services provided by other organizations providing
services to the Fund, including the custodian, dividend disbursing agent,
legal counsel and independent accountants, preparation of certain Fund
records and documents, record keeping and accounting services. The total
amounts paid to Penn Street Advisors for these services were $91,863 for
the fiscal year ending 1996, $95,451 for the fiscal year ending October
31, 1997 and $32,361 for the fiscal year ending 1998 and $17,502 for the
fiscal year ending October 31, 1999 for the McGlinn Balanced Portfolio and
$46,167 for the fiscal year ending 1996, $45,044 for the fiscal year
ending 1997 and $68,062 for the year ending 1998 and $120,134 for the
fiscal year ending October 31, 1999 for the Global Income Portfolio. The
administration and transfer fees charged by Penn Street Advisors are equal
to .25% of the value of the net assets of the Fund.

The Fund also has a Shareholders Services Plan in effect, which
allows the directors to pay up to .35% of the value of the net assets of
the Fund for account services rendered for the benefit of the shareholders
of the Fund.

SALE OF FUND SHARES

The Fund makes a continuous offering of its shares, but retains the
right to reject any offer to purchase its shares.

The net asset value per share of each Portfolio is calculated as of
the close of trading on the NYSE on each day the NYSE is open for trading.
The NYSE is closed on the following days: New Year's Day, Martin Luther
King, Jr. Day, Washington's Birthday, Good Friday, Memorial Day,
Independence Day, Labor Day, Thanksgiving Day, and Christmas Day, and the
Fund does not accept purchase or redemption orders on these days.

Trading in securities owned by the Portfolios may take place in
various foreign markets on days (such as Saturday) when the Fund is not
open for business and does not calculate the net asset value of the
Portfolios. Events affecting the values of foreign portfolio securities
that occur after the markets for these securities are closed but before
the time the Portfolios' net asset values are calculated will not be
reflected in the Portfolios' net asset values unless the Advisor, in
accordance with policies adopted by the Board of Directors, determines
that the particular event should be taken into account in computing the
Portfolio's net asset value, in which case the affected securities would
be valued in good faith, at fair value.

Determination of net asset value (and the offering and redemption
price of shares) of the Portfolios may be suspended when (a) the NYSE is
closed, other than customary weekend and holiday closings, (b) trading on
the NYSE is restricted (c) an emergency exists as a result of which
disposal of securities owned by a Portfolio is not reasonably practicable
or it is not reasonably practicable for the Portfolio fairly to determine
the value of its net assets, or (d) when the SEC may, by order, permit for
the protection of a Portfolio's shareholders.

DISTRIBUTION

The Board of Directors of the Fund and stockholders of each Portfolio
approved a Distribution Plan in accordance with Rule 12b-1 under the
Investment Company Act of 1940 (the "Plan") which provides for payment by
each Portfolio of expenses related to the distribution of Fund shares and
shareholder services. Under the Plan each Portfolio is authorized to make
monthly payments of .00029% of 1% of the net asset value of the Portfolio
(.35% on an annual basis) based on the net asset value of the Portfolio.
Payments made to East Coast Consultants, Inc. as compensation to the
underwriter, for the period ending October 31, 1998 were $5,210 for the
McGlinn Balanced Portfolio (then named Global Equity Portfolio) and $708
for the Global Income Portfolio. East Coast Consultants, Inc. elected not
to receive compensation during the fiscal year ended October 31, 1999.
Under the Plan, East Coast Consultants, Inc. is reimbursed for all
expenses incurred in the distribution of Fund shares, and, subject to
Board approval, also may be compensated by the Fund. The Plan does not
permit unreimbursed expenses incurred in a particular year to be carried
over to or reimbursed in later years.

East Coast Consultants is wholly owned by Louis J. Sozio, who is also
an officer of the Fund.

The Plan remains in effect until October 31, 2000 and may be
continued with respect to either Portfolio for one year terms if approved
at least annually by a majority vote, cast in person, of both the Board of
Directors and Disinterested Directors of the Fund, at a meeting called for
the purpose of voting on the Plan. The Plan may be terminated with respect
to either Portfolio at any time, without penalty, by a vote of a majority
of the Fund's disinterested directors, or by vote of a majority of the
outstanding voting securities of the affected Portfolio. The Plan
terminates automatically in the event of an "assignment" of the Plan as
defined in section 2(a)(4) of the Investment Company Act of 1940. Also
while the Plan remains in effect the nomination of the Disinterested
Directors of the Fund is committed to the discretion of such Directors.

The Board of Directors believes there is a reasonable likelihood that
the Plan will benefit the Portfolios and their shareholders by promoting
the sale of shares and encouraging the retention of shares by holders.
The benefits that would accrue to the Portfolios by an increase in the
level of sales of shares are an enhanced ability to expand investment
opportunities with increased cash and certain costs of operation would be
decreased in proportion to the size of the Portfolio.

TAX STATUS

Each Portfolio intends to qualify as a "regulated investment company"
under Subchapter M of the Internal Revenue Code of 1986, as amended
("Code"). In order to so qualify, a Portfolio must, among other things,
(i) derive at least 90% of its gross income from dividends, interest,
payments with respect to certain securities loans, gains from the sale of
securities or foreign currencies, or other income (including but not
limited to gains from options, futures or forward contracts) derived with
respect to its business of investing in such stock, securities or
currencies; (ii) distribute at least 90% of its dividend, interest and
certain other taxable income each year; and (iii) at the end of each
fiscal quarter maintain at least 50% of the value of its total assets in
cash, government securities, securities of other regulated investment
companies and other securities of issuers which represent, with respect to
each issuer, no more than 5% of the value of a Portfolio's total assets
and 10% of the outstanding voting securities of such issuer, and with no
more than 25% of its assets invested in the securities (other than those
of the government or other regulated investment companies) of any one
issuer or of two or more issuers which the Portfolio controls and which
are engaged in the same, similar or related trades and businesses.

Provided each of the Portfolios qualifies for treatment as a
regulated investment company, they will not be subject to federal income
tax on income and net capital gains paid to shareholders in the form of
dividends or capital gains distributions.

An excise tax at the rate of 4% will be imposed on the excess, if
any, of any Portfolio's "required distributions" over actual distributions
in any calendar year. Generally, the "required distribution" is 98% of a
Portfolio's ordinary income for the calendar year, plus 98% of its capital
gain net income recognized during the one-year period ending on October
31, plus undistributed amounts from prior years. The Portfolios intend to
make distributions sufficient to avoid imposition of the excise tax.
Distributions declared by the Funds during October, November or December
to shareholders of record during such month and paid by January 31 of the
following year will be taxable to shareholders in the calendar year in
which they are declared, rather than the calendar year in which they are
received.

Gains or losses attributable to fluctuations in exchange rates which
occur between the time a Portfolio accrues interest or other receivables
or accrues expenses or liabilities denominated in a foreign currency and
the time the Portfolio actually collects such receivables, or pays such
liabilities, are generally treated as ordinary income or loss. Similarly,
a portion of the gains or losses realized on disposition of debt
securities denominated in a foreign currency may also be treated as
ordinary gain or loss. These gains, referred to under the Code as
"Section 988" gains or losses, may increase or decrease the amount of a
Portfolio's investment company taxable income to be distributed to its
shareholders, rather than increasing or decreasing the amount of the
Portfolio's capital gains or losses.

When a Portfolio writes a call, or purchases a put option, an amount
equal to the premium received or paid by it is included in the Portfolio's
assets and liabilities as an asset and as an equivalent liability.

In writing a call, the amount of the liability is subsequently
"marked-to-market" to reflect the current market value of the option
written. The current market value of a written option is the last sale
price on the principal Exchange on which such option is traded or, in the
absence of a sale, the mean between the last bid and asked prices. If an
option which a Portfolio has written expires on its stipulated expiration
date, the Portfolio recognizes a short-term capital gain. If a Portfolio
enters into a closing purchase transaction with respect to an option which
the Portfolio has written, the Portfolio realizes a short-term gain (or
loss if the cost of the closing transaction exceeds the premium received
when the option was sold) without regard to any unrealized gain or loss on
the underlying security, and the liability related to such option is
extinguished. If a call option which a Fund has written is exercised, the
Portfolio realizes a capital gain or loss from the sale of the underlying
security and the proceeds from such sale are increased by the premium
originally received.

The premium paid by a Portfolio for the purchase of a put option is
recorded in the Portfolio's statement of assets and liabilities as an
investment and is subsequently adjusted daily to the current market value
of the option. For example, if the current market value of the option
exceeds the premium paid, the excess would be unrealized appreciation and,
conversely, if the premium exceeds the current market value, such excess
would be unrealized loss. The current market value of a listed option is
the last sale price on the principal Exchange on which such option is
traded or, in the absence of a sale, the mean between the last bid and
asked prices. If an option which a Portfolio has purchased expires on the
stipulated expiration date, the Portfolio realizes a capital loss for
federal income tax purposes equal to the cost of the option. If a
Portfolio exercises a put option, it realizes a capital gain or loss
(long-term or short-term, depending on the holding period of the
underlying security) from the sale which will be decreased by the premium
originally paid.

The amount of any realized gain or loss on closing out an option on
an index future will result in a realized gain or loss for tax purposes.
Such options held by a Portfolio at the end of each fiscal year on a
broad-based stock index will be required to be "marked-to-market" for
federal income tax purposes. Sixty percent of any net gain or loss
recognized on such deemed sales or on any actual sales will be treated as
long-term capital gain or loss and the remainder will be treated as short-
term capital gain or loss. Certain options, futures contracts and options
on futures contracts utilized by the Portfolios will be "Section 1256
contracts." Any gains or losses on Section 1256 contracts held by a
Portfolio at the end of each taxable year (and on October 31 of each year
for purposes of the 4% excise tax) are "marked-to-market" with the result
that unrealized gains or losses are treated as though they were realized
and the resulting gain or loss is treated as a 60/40 gain or loss.

Dividends eligible for designation under the dividends received
deduction and paid by a Portfolio will qualify in part for the 70%
dividends received deduction for corporations provided, that the Portfolio
shares have been held for at least 45 days.

The Portfolios will notify shareholders each year of the amount of
dividends and distributions, including the amount of any distribution of
long-term capital gains and the portion of its dividends which may qualify
for the 70% deduction.

It is expected that certain dividends and interest received by the
Portfolios will be subject to foreign withholding taxes. If more than 50%
in value of the total assets of a Portfolio at the close of any taxable
year consists of stocks or securities of foreign corporations, such fund
may elect to treat any foreign taxes paid by it as if paid by its
shareowners. The Portfolios will notify shareowners in writing each year
whether they have made the election and the amount of foreign taxes it has
elected to have treated as paid by the shareowners. If they make the
election, its shareowners will be required to include in gross income
their proportionate share of the amount of foreign taxes paid by the
Portfolios and will be entitled to claim either a credit or deduction for
their share of the taxes in computing their U.S. federal income tax
subject to certain limitations. No deduction for foreign taxes may be
claimed by shareowners who do not itemize deductions.

Generally, a credit for foreign taxes is subject to the limitation
that it may not exceed the shareowner's U.S. tax attributable to his or
her total foreign source taxable income. For this purpose, the source of
each Portfolio's income flows through to its shareowners. Gains from the
sale of securities will be treated as derived from U.S. sources and
certain currency fluctuation gains, including fluctuation gains from
foreign currency denominated debt securities, receivables and payables,
will be treated income derived from U.S. sources. The limitation on the
foreign tax credit is applied separately to foreign source passive income
(as defined for purposes of foreign tax credit) such as foreign source
passive income received from the respective Portfolio. Because of changes
made by the Code, shareowners may be unable to claim a credit for the full
amount of their proportionate share of the foreign taxes paid by the
Portfolios.

Shareholders may be subject to a 31% withholding tax on the
dividends, distributions and redemption payments ("back-up withholding")
if their certified taxpayer identification number is not on file with the
Fund or if, to the Fund's knowledge, the shareholder has furnished an
incorrect number.

The foregoing is a general and abbreviated summary of the applicable
provisions of the Code and Treasury regulations currently in effect. For
the complete provisions, reference should be made to the pertinent Code
sections and regulations. The Code and regulations are subject to change
by legislative or administrative action at any time and retroactively.

Shareholders are urged to consult their tax advisors regarding
specific questions as to federal, state and local taxes as well as the
application of the foreign tax credit.

The foregoing discussion relates solely to U.S. federal income tax
law. Non-U.S. investors should consult their tax advisors concerning the
tax consequences of ownership of shares of the Funds, including the
possibility that distributions may be subject to a 30% United States
withholding tax (or a reduced rate of withholding provided by treaty).

PRINCIPAL SHAREHOLDERS

As of August 31, 2000 the following entities and individuals held
more than 5% of the shares of the McGlinn Balanced Portfolio: Richard
Coghlan holding 19%; Betty Crystal holding 17%; Crystal Family Trust
holding 9%; Mary Ellen Hafer holding 8%, Security Abstract holding 10% and
Robert Naso holding 12%.

As of August 31, 2000, Wayne Huey, Jr. owned 100% of the of the
Cumberland Taxable Income Portfolio.

As of August 31, 2000 the following individuals held more than 5% of
the shares of the Baldwin Large Cap Growth Portfolio: Wayne Huey, Jr.
holding 64%; Heather Hillas holding 18% and Sean Hillas holding 18%.

As of August 31, 2000 the following entities and individuals held
more than 5% of the shares of the Penn Street Advisors Sector Rotational
Portfolio: Roger Hillas holding 29%; Louis J. Sozio holding 11%; G.
Michael Mara holding 11%; Wayne Huey, Jr. holding 20% and Myra Schneider
holding 29%.

The directors and officers of the Fund, as a group, own less than 1%
of the outstanding shares of any Portfolio except for the Penn Street
Advisors Sector Rotational Fund where Mr. Louis J. Sozio, an officer of
the Fund and Mr. Roger Hillas, a director of the Fund collectively own 40%
of the shares.

PART C
OTHER INFORMATION

ITEM 23. EXHIBITS.

(a) Instruments Defining the Rights of Security Holders.

(1) Specimen Security of The Cumberland Taxable Income
Portfolio.

(2) Specimen Security of Baldwin Large Cap Growth Portfolio.

(b) Investment Advisory Contracts

(1) Investment Advisory Agreement dated January 4, 2000 between
the Registrant and , on behalf of the Baldwin Large Cap Growth Portfolio
is filed herewith.

(2) Investment Advisory Contract dated January 4, 2000 between
the Registrant and Cumberland Advisors, Inc. on behalf of the Cumberland
Taxable Income Portfolio is filed herewith.

(3) Investment Advisory Agreement dated January, 20, 2000
between the Registrant and Penn Street Advisors, Inc., on behalf of the
Penn Street Advisors Sector Rotational Portfolio is filed herewith.

(1) Distribution Agreement between the Registrant and East
Coast Consultants, Inc. is incorporated herein by reference to Post-
Effective Amendment No. 3/4 to the Registrant's Registration Statement on
Form N-1A (File Nos. 33-95102 and 811-9078) as filed electronically with
the Commission via its EDGAR system on February 28, 1997.

(a) Form of Dealer Agreement with East Coast Consultants,
Inc. is incorporated herein by reference to Post-Effective Amendment is
incorporated herein by reference to Post-Effective Amendment No. 3/4 to
the Registrant's Registration Statement on Form N-1A (File Nos. 33-95102
and 811-9078) as filed electronically with the Commission via its EDGAR
system on February 28, 1997.

(d) Bonus or Profit Sharing Contracts.

None.

(e) Custodian Agreements.

(1) Custodian Agreement between the Registrant and the with
Bank of California, N.A. is incorporated herein by reference to Post-
Effective Amendment No. 3/4 to the Registrant's Registration Statement on
Form N-1A (File Nos. 33-95102 and 811-9078) as filed electronically with
the Commission via its EDGAR system on February 28, 1997.

(f) Other Material Contracts.

(1) Administration Agreements.

(a) Administration Agreement dated June 3, 1996 between
the Registrant and Strategic Investment Services, Inc. on behalf of the
Global Equity Portfolio is incorporated herein by reference to Post-
Effective Amendment No. 3/4 to the Registrant's Registration Statement on
Form N-1A (File Nos. 33-95102 and 811-9078) as filed electronically with
the Commission via its EDGAR system on February 28, 1997.

(b) Administration Agreement dated June 3, 1996 between
the Registrant and Strategic Investment Services, Inc. on behalf of the
Global Income Portfolio Laws is incorporated herein by reference to Post-
Effective Amendment No. 3/4 to the Registrant's Registration Statement on
Form N-1A (File Nos. 33-95102 and 811-9078) as filed electronically with
the Commission via its EDGAR system on February 28, 1997.

(2) Transfer Agency Agreement between the Registrant and
Strategic Investment Services, Inc. is incorporated herein by reference to
Post-Effective Amendment No. 3/4 to the Registrant's Registration
Statement on Form N-1A (File Nos. 33-95102 and 811-9078) as filed
electronically with the Commission via its EDGAR system on February 28,
1997.

(3) Shareholder Services Plan of the Registrant dated July 7,
1995 is incorporated herein by reference to Post-Effective Amendment
No. 3/4 to the Registrant's Registration Statement on Form N-1A (File
Nos. 33-95102 and 811-9078) as filed electronically with the Commission
via its EDGAR system on February 28, 1997.

(g) Legal Opinion.

Opinion of Stevens & Lee, PC is electronically filed herewith.

(h) Other Opinions.

Consent of Independent Accountants is electronically filed
herewith.

(i) Omitted Financial Statements.

Not Applicable.

(j) Initial Capital Agreements.

Subscription Agreement under Section 14(a)(3) of Investment
Company Act of 1940, as amended is incorporated herein by reference to
Post-Effective Amendment No. 3/4 to the Registrant's Registration
Statement on Form N-1A (File Nos. 33-95102 and 811-9078) as filed
electronically with the Commission via its EDGAR system on February 28,
1997.

(k) Rule 12-b1

(1) Distribution Plan of the Registrant is incorporated herein
by reference to Post-Effective Amendment No. 3/4 to the Registrant's
Registration Statement on Form N-1A (File Nos. 33-95102 and 811-9078) as
filed electronically with the Commission via its EDGAR system on
February 28, 1997.

(l) Financial Data Schedules for The Global Equity Portfolio and the
Global Income Portfolio are incorporated by reference to the Registrants'
Form N-SAR, which was filed via EDGAR on January 3, 2000.

Item 24. Persons Controlled by or Under Common Control with the Fund

None.

Item 25. Indemnification

Section 1 of Article XI of the Registrant's By-Laws provides for
indemnification, as set forth below.

With respect to the indemnification of the Officers and Directors of
the corporation:

(a) The Corporation shall indemnify each Officer and Director made
party to a proceeding, by reason of service in such capacity, to the
fullest extent, and in the manner provided under Section 2-418 of the
Maryland General Corporation Law: (i) unless it is proved that the person
seeking indemnification did not meet the standard of conduct set forth in
subsection (b)(1) of such section; and (ii) provided, that the Corporation
shall not indemnify any Officer or Director for any liability to the
Corporation or its security holders arising from the willful misfeasance,
bad faith, gross negligence or reckless disregard of the duties involved
in the conduct of such person's office.

(b) The provisions of clause (i) of paragraph (a) herein
notwithstanding, the Corporation shall indemnify each Officer and Director
against reasonable expenses incurred in connection with the successful
defense of any proceeding to which such Officer or Director is a party by
reason of service in such capacity.

(c) The Corporation, in the manner and to the extent provided by
applicable law, shall advance to each Officer and Director who is made
party to a proceeding by reason of service in such capacity the reasonable
expenses incurred by such person in connection therewith.

Item 26. Business and Other Connections of the Investment Advisor.

Penn Street Advisors, Inc. (the "Advisor") was organized in March,
1989. The principal place of business of the Advisor is 30 Valley Street
Parkway, Malvern, PA 19355.

The advisor is engaged in the business of providing investment advice
and will provide registrant with administrative and transfer agency
services and does not act as an investment advisor to any investment
company other than the Registrant.

Information as to any other business, profession, vocation or
employment of a substantial nature that each directors, officer or partner
of the Advisor, is or has been engaged within the last two fiscal years
for his own account in the capacity of director, officer, employee,
partner or trustee is incorporated herein by reference to the Form ADV of
Penn Street Advisors, Inc. (File No. 801-52231), as last filed with the
Commission.

Item 27. Principal Underwriters.

(a) The principal business of East Coast Consultants, Inc. is to
serve as the Registrants' principal underwriter.

(b) Herewith is the information required by the following table with
respect to each director, officer or partner of the only underwriter named
in answer to Item 20 of Part B:

(1) (2) (3)
Position and
Name and Principal Position and Offices Offices with Business
Address with Underwriter Fund

Louis J. Sozio President Vice President
East Coast Consultants
Inc.
30 Valley Stream Parkway
Great Valley Corporate Center
Malvern, PA 19355

Item 28. Location of Accounts and Records.

Accounts and records are maintained by the Advisor at the address set
forth in response to Item 26 and at the Custodian, located at 475 Sansome
Street, San Francisco, CA 94111.

Item 29. Management Services.

All management services are covered in the Investment Advisory
Agreements between the Registrant and Penn Street Advisors, Inc. on behalf
of each series, as discussed in Parts A and B.

Item 30. Undertakings.

Not Applicable

Signatures

Pursuant to the requirements of the Securities Act of 1933 and the
Investment Company Act of 1940, the Fund has duly caused this Registration
Statement to be signed on its behalf of the undersigned, duly authorized,
in East Whiteland Township and the Commonwealth of Pennsylvania, on the
11th day of October, 2000.

The Penn Street Fund, Inc.

By: /s/ David E. Sparks
President

Pursuant to the requirements of the Securities Act, this registration
statement has been signed below the following persons in the capacities
and on the dates indicated:

Signature Title Date

/s/ David E. Sparks
David E. Sparks President October 11, 2000

/s/ Lee G. Fishman
Lee G. Fishman Director October 11, 2000

/s/ Howard W. Gross
Howard W. Gross Director October 11, 2000

/s/ Roger S. Hillas
Roger S. Hillas Director October 11, 2000

/s/Michael Guilfoile Director October 11, 2000
Michael Guilfoile

/s/ Vincent P. Small Director October 11, 2000
Vincent P. Small

/s/Samuel A. McCullough Director October 11, 2000
Samuel A. McCullough

PART C

EXHIBIT LIST

EXHIBIT NO. EXHIBIT EDGAR EXHIBIT NO.

23(c)(1) Specimen Security of the
Baldwin Large Cap Growth
Portfolio* EX-99.23(c)(1)

23(c)(2) Specimen Security of the
Cumberland Tax-Free Income
Portfolio* EX-99.23(c)(2)

23(c)(3) Specimen Security of the
Penn Street Advisors Sector
Rotational Portfolio* EX-99.23(c)(3)

23(d)(1) Investment Advisory Agreement
for the Baldwin Large Cap
Growth Portfolio* EX-99.23(d)(1)

23(d)(2) Investment Advisory Agreement
for the Cumberland Taxable
Income Fund* EX-99.23(d)(2)

23(d)(3) Investment Advisory Agreement
for the Penn Street Advisors
Sector Rotational Portfolio* EX-99.23(d)(3)

23(j) Consent of Independent*
Accountants EX-99.23(j)

*Previously filed