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
Xxxxxxx 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 Xxxxxxx 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.
Xxxxxxx 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:
XXXXX 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
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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
