PENN STREET FUND INC, N-1A/A, 2000-02-07

PENN STREET FUND INC
N-1A/A, 2000-02-07

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As filed with the Securities and Exchange Commission on
February 07, 2000, 1940 Act Registration No. 811-9078, 1933 Act
File No. 33-95102

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. [5] File No. 33-95102 /X/
and
REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY
ACT OF 1940 /X/
Amendment No.[6] File No. 811-9078
(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
[ ] 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)
[X] 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 Sector
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 Sector
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
Sector Portfolio

Prospectus Dated June 24, 1999 and Amended and Restated February
07, 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 Sector 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

McGlinn Balanced Portfolio
Investment Objective and Philosophy
Principal Investment Strategies
Principal Investment Risks
Fees and Expenses
Investment Advisor
Historical Performance of McGlinn Capital Management
Global Income Portfolio
Investment Objective and Philosophy
Principal Investment Strategies
Principal Investment Risks
Fees and Expenses
Performance of Global Income Portfolio
Investment Advisor
Financial Highlights - Global Income Portfolio
Distribution
Year 2000 Issues
How to Purchase Shares
How to Exchange Shares
How to Redeem (Sell) Shares
General Policies
Dividends, Distributions and Taxes
Instructions for Opening, Adding to an Account
Redemption of Shares
For More Information

McGLINN BALANCED PORTFOLIO

Investment Objective and Philosophy

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

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.

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.

Principal Investment Strategies

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.

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. While common stocks have historically
been a leading choice of long-term investors, stock prices may
decline over short or even extended periods.

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 rise or 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.

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 0.25% 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

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 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.

Total Return from June 30, 1999 to 12/31/99 was 1.80%*

Best Quarter 7.52% 1999
Worst Quarter -6.19% 1999

Actual Total Return as of 12/31/99*

Since Inception
(04/30/99)
McGlinn Balanced Portfolio -0.21%
Lehman Brothers/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.

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 MAT 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.

Daniel M. Szente, CFA, Executive Vice President and
Director of Research. Mr. Szente, age 51, holds a BS in
Education and his MBA in Finance from Ohio State University.
For 16 years he held various senior investment positions with
the State Teachers Retirement System in Columbus, Ohio,
including Director of Financial Assets. Prior to joining
McGlinn, he served three years as the Managing Director of
Equity Investments for the $9 billion Howard Hughs Medical
Institute in Chevy Chase, Maryland.

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, 1998 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). This 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.

<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 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 Philosophy

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. 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. 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.

Principal Investment Strategies

The Portfolio ordinarily will invest at least 65% of its
total assets in securities of companies and/or governments of at
least three different countries. The global nature of the
Portfolio has the potential to reduce risks substantially, 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.

The Global Income Portfolio invests principally in medium
and long-term, liquid, high quality 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 good quality 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.

Principal Investment Risks

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. Since the Global
Income Portfolio also is permitted to invest in equity
securities such as common and preferred stock, the risks
associated with such securities will also affect the Global
Income Portfolio.

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%

Fee Wavier 0.30%
Net Annual Fund Operating Expenses** 0.91%

** 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>

Q4 1996 Q1 1997
Best Quarter 3.70% 3.30%
Worst Quarter -2.90% -2.90%

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:

Brian R. Cassidy. Mr. Cassidy earned his B.S. in Finance
and Accounting from West Virginia University. He has served as
a portfolio manager for the Global Income Portfolio since
January, 1999 and from 1994 to 1998 served as the investment
operations manager for the Penn Street Fund. From March, 1998
through November, 1998, Mr. Cassidy served as an assistant
portfolio manager for Alliance Capital in New York City, NY.
Mr. Cassidy has also worked as a tax accountant for the Internal
Revenue Service (1992-1994), as a financial analyst for Hamilton
& Co., in Princeton, NJ (1988-1992) and as a financial
registered representative for Kidder, Peabody & Co. in
Philadelphia. PA (1986-1988).

Josephine A. Coghlan. Ms. Coghlan received her B.A. degree
in French and History from the University of Pennsylvania. She
has served as an assistant portfolio manager for Penn Street
Advisors since 1997, and also serves as the treasurer of the
Penn Street Fund.

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
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 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 macro-economic
overviews supplemented by input from traditional Wall Street and
governmental sources. The advisor to this Portfolio utilizes
independent analytical services when necessary to enhance its
decision making process. 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. The advisor believes
that a continuous and rigorous analysis of overall economic and
market trends is essential to maximizing return.

Proposed Investment Strategies

The advisor attempts to minimize credit risk and maximize
liquidity by generally confining investments in the Portfolio to
US Treasury securities. Other security choices will depend on
economic and interest rate expectations in the overall market.
Additionally, the advisor will shift duration of the securities
being purchased in response to indicators of the possibility of
a near term interest rate increase. 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.

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 current investment will decrease.
An overall increase in interest rates would normally cause
current holdings 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 Advisor

Cumberland Advisors Inc., is 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.

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

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 Philosophy

The investment objective of the Baldwin Large Cap Growth
Portfolio is to provide long-term growth. 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.

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 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

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

Sector Portfolio

Investment Objective and Philosophy

The investment objective of the Sector Portfolio is to
provide long term growth. The Sector 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.

Principal Investment Strategies

In attempting to meet its objective, the Sector 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 in 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 Sector 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 Sector 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 Advisor

Penn Street Advisors, Inc., 30 Valley Stream Parkway, Great
Valley Corporate Center, Malvern, PA 19355 is the investment
advisor for the Sector 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 Sectors Portfolio are as follows:

For its services, the Sector Portfolio pays Penn Street
Advisors a fee at the annual rate of 0.50% 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 Sector 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 0.25% 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 Sector 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 ________________________.

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) Sector 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 Sector 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
Sector 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 Sector 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
McGlinn Balanced Portfolio
Global Income Portfolio

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
GLOBAL INCOME PORTFOLIO

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 Sector Portfolios
are not presented, because the Portfolios were newly established
on 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 *
Sector 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 58, 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.

Brian R. Cassidy, Age 35. During the last five years,
Mr. Cassidy has served as a Portfolio Manager for the Fund;
except during 1998 when he worked for Alliance Capital.

Josephine A. Coghlan, Age 24. Portfolio Manager,
Secretary, and Treasurer since 1997. From 1994-1997,
Ms. Coghlan attended the University of Pennsylvania.

*Mr. Hillas is an "interested" director 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

Stephen Michael $2,000 -0- -0- $2,000
Alexander,
Director

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

Vincent P. Small, $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 .25% 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 1/48th of 1% of the net asset value of the Portfolio
(.25% 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 October 31,1999 the following entities held more than
5% of the shares of the McGlinn Balanced Portfolio: Marilyn
Day, 947 Rock Creek Road, Bryn Mawr, PA 19010, holding 11%,
Millennium Bank Trust 30 Valley Stream Pkwy, Malvern, PA 19355
holding 48%, Martin Braun, 1095 Baron Drive, Bryn Mawr, PA
19010, holding 6%.

As of October 31, 1999, there were five shareholders with
holdings over 5% of the Global Income Portfolio: the Geraldine
D. Fox Foundation with 12%,the Richard J. Fox Foundation with
26%, the Institute for Bio-Information Research with 22%, Fox
Family Partnership with 33%, and the National Organization for
Hearing Research with 7% all at 851 Duportail, Suite 200, Wayne,
PA 19087.

The directors and officers of the Fund, as a group, own
less than 1% of the outstanding shares of either Portfolio. The
Fox Family Partnership and the Richard J. Fox Foundation have
enough votes to control the policies of the Income Portfolio
whose shares they own and to elect the board of directors.

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 Sector 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 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 6th day of January, 1999.

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 February 7, 2000

/s/ Josephine A.J. Coghlan
Josephine A.J. Coghlan Treasurer February 7, 2000

__________________________
Lee G. Fishman Director February 7, 2000

/s/ Howard W. Gross
Howard W. Gross Director February 7, 2000

/s/ Roger S. Hillas
Roger S. Hillas Director February 7, 2000

/s/ Michael Alexander
Michael Alexander Director February 7, 2000

/s/ Vincent P. Small Director February 7, 2000
Vincent P. Small

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
Sector 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 Sector Portfolio EX-99.23(d)(3)

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

15
02/07/00/SL1 37107v1/02488.001

02/07/00/SL1 37107v1/02488.001

Exhibit 23(c)(1)

THE PENN STREET FUND, INC.

THIS CERTIFIES THAT_________________________________ is the
Registered owner of _________________________________ shares of
the Baldwin Large Cap Growth Portfolio of the par value of $0.01
per share, transferable on the books of the Corporation by the
holder hereof in person, or by his duly authorized attorney upon
surrender of the Certificate properly endorsed.

IN WITNESS WHEREOF, the Corporation has caused this
Certificate to be executed by its duly authorized officers by
their facsimile signature and the facsimile seal to be printed
hereon.

The Corporation will provide the owner of this certificate,
upon request and without charge, with a full written statement
of the rights, powers, limitations and restrictions of the
Global Income Portfolio shares in accordance with section 2-211
of the Maryland General Corporation Law.

PRESIDENT

TREASURER

02/07/00/SL1 37968v1/02488.001

Exhibit 23(c)(2)

THE PENN STREET FUND, INC.

THIS CERTIFIES THAT____________________________ is the
Registered owner of____________________________ shares of the
Cumberland Taxable Income Portfolio of the par value of $0.01
per share. Transferable on the books of the Corporation by the
holder hereof in person, or by his duly authorized attorney upon
surrender of the Certificate properly endorsed.

IN WITNESS WHEREOF, the Corporation has caused this
Certificate to be executed by its duly authorized officers by
their facsimile signature and the facsimile seal to be printed
hereon.

The Corporation will provide the owner of this certificate
upon request and without charge, with a full written statement
of the rights, powers, limitations and restrictions of the
Global Equity Portfolio shares in accordance with section 2-211
of the Maryland General Corporation Law.

PRESIDENT

TREASURER

02/07/00/SL1 37966v1/02488.001

Exhibit 23(c)(3)

THE PENN STREET FUND, INC.

THIS CERTIFIES THAT_________________________________ is the
Registered owner of _________________________________ shares of
the Sector Portfolio of the par value of $0.01 per share,
transferable on the books of the Corporation by the holder
hereof in person, or by his duly authorized attorney upon
surrender of the Certificate properly endorsed.

IN WITNESS WHEREOF, the Corporation has caused this
Certificate to be executed by its duly authorized officers by
their facsimile signature and the facsimile seal to be printed
hereon.

PRESIDENT

TREASURER

02/07/00/SL1 37964v1/02488.001

Exhibit 23(d)(1)

INVESTMENT MANAGEMENT AGREEMENT

AGREEMENT made this __day of January 2000, by and between
PENN STREET FUND, INC., a Maryland corporation (the "Fund") and
Baldwin Investment Management, LLC, a Pennsylvania corporation
(the "Manager").

1. Duties of Advisor

The Fund hereby employs the Manager to manage the
investment and reinvestment of the assets of the Penn Street
Fund Inc. Large Cap Growth Portfolio which, if this Agreement is
approved by the Stockholders of the Portfolio, as provided in
section 7 below, will be renamed the Baldwin Large Cap Growth
Portfolio (the "Portfolio"), to continuously review, supervise
and administer the Portfolio's investment program, to determine
in its discretion the securities to be purchased or sold and the
portion of the Portfolio's assets to be uninvested, to provide
the Fund with records concerning the Manager's activities which
the Fund is required to maintain, and to render regular reports
to the Fund's officers and the Board of Directors of the Fund,
all in compliance with the objectives, policies and limitations
set forth in the Fund's registration statement. The Manager
accepts such employment and agrees to provide, at its own
expense, the office space, furnishings and equipment and the
personnel required by it to perform the services described
herein on the terms and for the compensation provided herein.

2. Portfolio Transactions

The Manager is authorized to select the brokers or
dealers that will execute the purchases and sales of portfolio
securities for the Portfolio and is directed to use its best
efforts to obtain the best available price and most favorable
execution. It is understood, however, that the Manager shall
not be deemed to have acted unlawfully, or to have breached a
fiduciary duty to the Fund or in respect of the Portfolio, or be
in breach of any obligation owing to the Fund or in respect of
the Portfolio under this Agreement, or otherwise, solely by
reason of its having caused the Portfolio to pay a member of a
securities exchange, a broker or a dealer a commission for
effecting a securities transaction for the Portfolio in excess
of the amount of commission another member of an exchange,
broker or dealer would have charged if the Manager determines in
good faith that the commission paid was reasonable in relation
to the brokerage or research services provided by such member,
broker or dealer, viewed in terms of that particular transaction
or the Manager's overall responsibilities with respect to its
accounts, including the Fund, as to which it exercises
investment discretion. The Manager will promptly communicate to
the officers and directors of the Fund such information relating
to transactions for the Portfolio as they may reasonably
request.

3. Compensation of the Manager

For the services to be rendered by the Manager as
provided in Section 1 of this Agreement, the Fund shall pay to
the Manager, at the end of each month, a fee equal to one-
twelfth of .60 percent of the average daily net assets of the
Portfolio. In the event that this Agreement is terminated at
other than a month-end, the fee for such month shall be
prorated. The forgoing provisions of this section 3
notwithstanding, the fee provided herein shall be accrued but
not paid until this Agreement is approved by the stockholders of
the Portfolio as required by section 15 of the Investment
Company Act of 1940 ("Act").

4. Reports

The Fund and the Manager agree to furnish to each other
information with regard to their respective affairs as each may
reasonably request.

5. Status of the Manager

The services of the Manager to the Fund or in respect
of the Portfolio, are not to be deemed exclusive, and the
Manager shall be free to render similar services to others as
long as its services to the Fund, or in respect of the
Portfolio, are not impaired thereby. The Manager shall be
deemed to be an independent contractor and shall, unless
otherwise expressly provided or authorized, have no authority to
act for or represent the Fund in any way or otherwise be deemed
an agent of the Fund.

6. Liability of Manager

The Manager shall not be liable to the Fund or any
shareholder thereof for errors of judgment in the performance of
its duties hereunder.

No provision of this Agreement shall be deemed to
protect the Manager against any liability to the Fund to which
it might otherwise be subject by reason of willful misfeasance,
bad faith or gross negligence in the performance of its duties
or the reckless disregard of its obligations under this
Agreement.

7. Duration and Termination

This Agreement shall become effective on January
2000 (the "Effective Date") and shall continue in effect until
January , 2002, provided that it is approved in accordance
with Section 15 of the Act by the stockholders of the Portfolio
at the next Special Meeting of Stockholders held after execution
of this Agreement. Thereafter, this Agreement may be continued
in effect for successive one-year periods provided each such
continuance is approved at least annually by a vote of the
Fund's Board of Directors, including the vote of a majority of
the directors who are not parties to this Agreement or
interested persons of any such party, cast in person, at a
meeting called for the purpose of voting such approval. In
addition, the question of continuance of this Agreement may be
presented to the shareholders of the Fund; in such event, such
continuance shall be effected only if approved by the
affirmative vote of the holders of a majority of the outstanding
voting securities of the Portfolio.

This Agreement may at any time be terminated without
payment of any penalty either by vote of the Board of Directors
of the Fund or by vote of the holders of a majority of the
outstanding voting securities of the Portfolio, on sixty days
written notice to the Manager.

This Agreement shall automatically terminate in the
event of its assignment.

This Agreement may be terminated by the Manager after
ninety days written notice to the Fund.

Any notice under this Agreement shall be given in
writing, addressed and delivered, or mailed postpaid, to the
other party at any office of such party.

As used in this Section 7, the terms "assignment,"
"interested persons," and a "vote of the holders of a majority
of the outstanding securities" shall have the respective
meanings set forth in Section 2(a)(4), Section 2(a)(19), Section
2(a)(42) of the Act and Rule l8f-2 thereunder.

8. Severability

If any provision of this Agreement shall be held or
made invalid by a court decision, statute, rule or otherwise,
the remainder of this Agreement shall not be affected thereby.

IN WITNESS WHEREOF, the parties hereby have caused this
Agreement to be executed this _______day of ____________ 2000.

Baldwin Investment Management, Penn Street Fund, Inc.
LLC

By:_________________________ By:_________________________
Chairman President

"WORD"

Long Document Name:
INVESTMENT MANAGEMENT AGREEMENT - PENN STREET
FUND - MILLENNIUM
System Document
Number:
37407 - DRP
Additional
Information:
EDGAR DOCUMENT
You will have line numbers down the side of each draft document unless
you indicate otherwise. 1.5 line spacing will be used on all drafts
unless you indicate otherwise.
Return To:
Location:
Return: _____draft _____final _____redlined _____stapled
Line Spacing: _____ same _____ 1.0 _____ 1.5 _____ 2.0
Duplicate: _____ yes _____ no (New Client/Matter No: _)
Save New Version For Redlining Prior To Revisions: _____ yes _____ no
Caret Method _____ Standard Method _____
Notes:

Origination Date:
January 19, 2000
Author's Initials:
Drp
Last Revised By:
sm/laz
Last Revision Date:
2-7
Quick Fill Numbering:

4
02/07/00/SL1 37407v1/02488.001

1
02/07/00/SL1 37407v1/02488.001

02/07/00/SL1 37407v1/02488.001

Exhibit 23(d)(2)

INVESTMENT MANAGEMENT AGREEMENT

AGREEMENT made this day of January 2000, by and between
PENN STREET FUND, INC., a Maryland corporation (the "Fund") and
Cumberland Advisors Inc., a New Jersey corporation (the
"Manager").

1. Duties of Advisor

The Fund hereby employs the Manager to manage the
investment and reinvestment of the assets of the Penn Street
Fund, Inc. Taxable Fixed Income Portfolio which, if this
Agreement is approved by the Stockholders of the Portfolio, as
provided in section 7 below, will be renamed the Cumberland
Taxable Fixed Income Portfolio (the "Portfolio"), to
continuously review, supervise and administer the Portfolio's
investment program, to determine in its discretion the
securities to be purchased or sold and the portion of the
Portfolio's assets to be uninvested, to provide the Fund with
records concerning the Manager's activities which the Fund is
required to maintain, and to render regular reports to the
Fund's officers and the Board of Directors of the Fund, all in
compliance with the objectives, policies and limitations set
forth in the Fund's registration statement. The Manager accepts
such employment and agrees to provide, at its own expense, the
office space, furnishings and equipment and the personnel
required by it to perform the services described herein on the
terms and for the compensation provided herein.

2. Portfolio Transactions

3. Compensation of the Manager

For the services to be rendered by the Manager as
provided in Section 1 of this Agreement, the Fund shall pay to
the Manager, at the end of each month, a fee equal to one-
twelfth of .38 percent of the average daily net assets of the
Portfolio. In the event that this Agreement is terminated at
other than a month-end, the fee for such month shall be
prorated. The forgoing provisions of this section 3
notwithstanding, the fee provided herein shall be accrued but
not paid until this Agreement is approved by the stockholders of
the Portfolio as required by section 15 of the Investment
Company Act of 1940 ("Act").

4. Reports

The Fund and the Manager agree to furnish to each other
information with regard to their respective affairs as each may
reasonably request.

5. Status of the Manager

6. Liability of Manager

The Manager shall not be liable to the Fund or any
shareholder thereof for errors of judgment in the performance of
its duties hereunder.

7. Duration and Termination

This Agreement shall become effective on January ,
2000 (the "Effective Date") and shall continue in effect until
January , 2002, provided that it is approved in accordance
with Section 15 of the Act by the stockholders of the Portfolio
at the next Special Meeting of Stockholders held after execution
of this Agreement. Thereafter, this Agreement may be continued
in effect for successive one-year periods provided each such
continuance is approved at least annually by a vote of the
Fund's Board of Directors, including the vote of a majority of
the directors who are not parties to this Agreement or
interested persons of any such party, cast in person, at a
meeting called for the purpose of voting such approval. In
addition, the question of continuance of this Agreement may be
presented to the shareholders of the Fund; in such event, such
continuance shall be effected only if approved by the
affirmative vote of the holders of a majority of the outstanding
voting securities of the Portfolio.

This Agreement shall automatically terminate in the
event of its assignment.

This Agreement may be terminated by the Manager after
ninety days written notice to the Fund.

Any notice under this Agreement shall be given in
writing, addressed and delivered, or mailed postpaid, to the
other party at any office of such party.

8. Severability

If any provision of this Agreement shall be held or
made invalid by a court decision, statute, rule or otherwise,
the remainder of this Agreement shall not be affected thereby.

IN WITNESS WHEREOF, the parties hereby have caused this
Agreement to be executed this _______day of ____________ 2000.

Cumberland Advisors Inc. Penn Street Fund, Inc.

By:_________________________ By:_________________________
President Presiden

"WORD"

Long Document Name:
INVESTMENT MANAGEMENT AGREEMENT C - PENN STREET
FUND - MILLENNIUM
System Document
Number:
37414 - DRP
Additional
Information:
EDGAR DOCUMENT
You will have line numbers down the side of each draft document unless
you indicate otherwise. 1.5 line spacing will be used on all drafts
unless you indicate otherwise.
Return To:
Location:
Return: _____draft _____final _____redlined _____stapled
Line Spacing: _____ same _____ 1.0 _____ 1.5 _____ 2.0
Duplicate: _____ yes _____ no (New Client/Matter No: _)
Save New Version For Redlining Prior To Revisions: _____ yes _____ no
Caret Method _____ Standard Method _____
Notes:

Origination Date:
January 19, 2000
Author's Initials:
Drp
Last Revised By:
sm/laz
Last Revision Date:
2-7
Quick Fill Numbering:

4
02/07/00/SL1 37414v1/02488.001

1
02/07/00/SL1 37414v1/02488.001

Exhibit 23(d)(3)

INVESTMENT MANAGEMENT AGREEMENT

AGREEMENT made this day of January 2000, by and between PENN
STREET FUND, INC., a Maryland corporation (the "Fund") and Penn Street
Advisors, Inc., a Pennsylvania corporation (the "Manager").

1. Duties of Advisor

The Fund hereby employs the Manager to manage the investment and
reinvestment of the assets of the Penn Street Fund Inc. Sector Portfolio
which, if this Agreement is approved by the Stockholders of the Portfolio,
as provided in section 7 below, will be renamed the Penn Street Advisors
Sector Portfolio (the "Portfolio"), to continuously review, supervise and
administer the Portfolio's investment program, to determine in its
discretion the securities to be purchased or sold and the portion of the
Portfolio's assets to be uninvested, to provide the Fund with records
concerning the Manager's activities which the Fund is required to maintain,
and to render regular reports to the Fund's officers and the Board of
Directors of the Fund, all in compliance with the objectives, policies and
limitations set forth in the Fund's registration statement. The Manager
accepts such employment and agrees to provide, at its own expense, the
office space, furnishings and equipment and the personnel required by it to
perform the services described herein on the terms and for the compensation
provided herein.

2. Portfolio Transactions

The Manager is authorized to select the brokers or dealers that
will execute the purchases and sales of portfolio securities for the
Portfolio and is directed to use its best efforts to obtain the best
available price and most favorable execution. It is understood, however,
that the Manager shall not be deemed to have acted unlawfully, or to have
breached a fiduciary duty to the Fund or in respect of the Portfolio, or be
in breach of any obligation owing to the Fund or in respect of the
Portfolio under this Agreement, or otherwise, solely by reason of its
having caused the Portfolio to pay a member of a securities exchange, a
broker or a dealer a commission for effecting a securities transaction for
the Portfolio in excess of the amount of commission another member of an
exchange, broker or dealer would have charged if the Manager determines in
good faith that the commission paid was reasonable in relation to the
brokerage or research services provided by such member, broker or dealer,
viewed in terms of that particular transaction or the Manager's overall
responsibilities with respect to its accounts, including the Fund, as to
which it exercises investment discretion. The Manager will promptly
communicate to the officers and directors of the Fund such information
relating to transactions for the Portfolio as they may reasonably request.

3. Compensation of the Manager

For the services to be rendered by the Manager as provided in
Section 1 of this Agreement, the Fund shall pay to the Manager, at the end
of each month, a fee equal to one-twelfth of .60 percent of the average
daily net assets of the Portfolio. In the event that this Agreement is
terminated at other than a month-end, the fee for such month shall be
prorated. The forgoing provisions of this section 3 notwithstanding, the
fee provided herein shall be accrued but not paid until this Agreement is
approved by the stockholders of the Portfolio as required by section 15 of
the Investment Company Act of 1940 ("Act").

4. Reports

The Fund and the Manager agree to furnish to each other
information with regard to their respective affairs as each may reasonably
request.

5. Status of the Manager

The services of the Manager to the Fund or in respect of the
Portfolio, are not to be deemed exclusive, and the Manager shall be free to
render similar services to others as long as its services to the Fund, or
in respect of the Portfolio, are not impaired thereby. The Manager shall
be deemed to be an independent contractor and shall, unless otherwise
expressly provided or authorized, have no authority to act for or represent
the Fund in any way or otherwise be deemed an agent of the Fund.

6. Liability of Manager

The Manager shall not be liable to the Fund or any shareholder
thereof for errors of judgment in the performance of its duties hereunder.

No provision of this Agreement shall be deemed to protect the
Manager against any liability to the Fund to which it might otherwise be
subject by reason of willful misfeasance, bad faith or gross negligence in
the performance of its duties or the reckless disregard of its obligations
under this Agreement.

7. Duration and Termination

This Agreement shall become effective on January 2000 (the
"Effective Date") and shall continue in effect until January , 2002,
provided that it is approved in accordance with Section 15 of the Act by
the stockholders of the Portfolio at the next Special Meeting of
Stockholders held after execution of this Agreement. Thereafter, this
Agreement may be continued in effect for successive one-year periods
provided each such continuance is approved at least annually by a vote of
the Fund's Board of Directors, including the vote of a majority of the
directors who are not parties to this Agreement or interested persons of
any such party, cast in person, at a meeting called for the purpose of
voting such approval. In addition, the question of continuance of this
Agreement may be presented to the shareholders of the Fund; in such event,
such continuance shall be effected only if approved by the affirmative vote
of the holders of a majority of the outstanding voting securities of the
Portfolio.

This Agreement may at any time be terminated without payment of
any penalty either by vote of the Board of Directors of the Fund or by vote
of the holders of a majority of the outstanding voting securities of the
Portfolio, on sixty days written notice to the Manager.

This Agreement shall automatically terminate in the event of its
assignment.

This Agreement may be terminated by the Manager after ninety days
written notice to the Fund.

Any notice under this Agreement shall be given in writing,
addressed and delivered, or mailed postpaid, to the other party at any
office of such party.

As used in this Section 7, the terms "assignment," "interested
persons," and a "vote of the holders of a majority of the outstanding
securities" shall have the respective meanings set forth in Section
2(a)(4), Section 2(a)(19), Section 2(a)(42) of the Act and Rule l8f-2
thereunder.

8. Severability

If any provision of this Agreement shall be held or made invalid
by a court decision, statute, rule or otherwise, the remainder of this
Agreement shall not be affected thereby.

IN WITNESS WHEREOF, the parties hereby have caused this Agreement to
be executed this _______day of ____________ 2000.

Penn Street Advisors, Inc. Penn Street Fund, Inc.

By:_____________________ By:_________________________
Vice President President

4
02/07/00/SL1 39071v1/02488.001

Exhibit 23(j)

CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS

We have issued our report dated November 19, 1999, accompanying
the October 31, 1999 financial statements of The Penn Street
Fund, Inc. (comprising, respectively, the McGlinn Balanced
Portfolio and the Global Income Portfolio) which are incorporated
by reference in Part B of the Post-Effective Amendment to this
Registration Statement and Prospectus. We consent to the use of
the aforementioned report in the Registration Statement and
Prospectus.

BRIGGS, BUNTING & DOUGHERTY, LLP

Philadelphia, Pennsylvania
Febrary 7, 2000

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