Exhibit 23(d)(1)
INVESTMENT MANAGEMENT AGREEMENT
AGREEMENT made this 24th day of January, 2001, by and
between PENN STREET FUND, INC., a Maryland corporation (the
"Fund") and. Walnut Asset Management, a Pennsylvania corporation
(the "Manager").
1. Duties of Advisor
The Fund hereby employs the Man ager to manage the
investment and reinvestment of the assets of the Walnut Value
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 an * d 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 .50 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.
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 Manage
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 he 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 or in the absence of
negligence 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 24,.2001
until (the "Effective Date") and shall continue in effect until
January 23, 2003 provided that it has first been approved in.
accordance with Section 15 of the Investment Company Act of
1940, as amended ("Act"). 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 9, 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 18f-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 24th day of January, 2001.
Walnut Asset Management Penn street Fund, Inc.
By:________________________ By________________________
