<PAGE> 1
SCHEDULE 14A
(RULE 14a-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES
EXCHANGE ACT OF 1934 (AMENDMENT NO. )
Filed by the Registrant /X/
Filed by a Party other than the Registrant / /
Check the appropriate box:
/X/ Preliminary Proxy Statement / / Confidential,
for Use of the Commission Only
/ / Definitive Proxy Statement (as permitted by Rule 14a-6(e)(2))
/ / Definitive Additional Materials
/ / Soliciting Material Pursuant to Rule 14a-11(c) or Rule 14a-12
Market Street Fund, Inc.
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(Name of Registrant as Specified in Its Charter)
Market Street Fund, Inc.
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(Name of Person(s) Filing Proxy Statement)
Payment of Filing Fee (Check the appropriate box):
/X/ $125 per Exchange Act Rule 0-11(c)(1)(ii), 14a-6(i)(1), or 14a-6(i)(2)
or Item 22(a)(2) of Schedule 14A.
/ / $500 per each party to the controversy pursuant to Exchange Act Rule
14a-6(i)(3).
/ / Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and
0-11.
(1) Title of each class of securities to which transaction applies:
- --------------------------------------------------------------------------------
(2) Aggregate number of securities to which transactions applies:
- --------------------------------------------------------------------------------
(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11:(1)
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(4) Proposed maximum aggregate value of transaction:
- --------------------------------------------------------------------------------
(5) Total Fee Paid:
- --------------------------------------------------------------------------------
/ / Fee paid previously with preliminary materials.
/ / Check box if any part of the fee is offset as provided by Exchange Act
Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number, or
the form or schedule and the date of its filing.
(1) Amount previously paid:
- --------------------------------------------------------------------------------
(2) Form, Schedule or Registration Statement No.:
- --------------------------------------------------------------------------------
(3) Filing party:
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(4) Date filed:
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- ---------------
(1) Set forth the amount on which the filing fee is calculated and state
how it was determined.
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MARKET STREET FUND, INC.
103 Bellevue Parkway
Wilmington, Delaware 19809
MONEY MARKET PORTFOLIO
NOTICE OF SPECIAL MEETING OF SHAREHOLDERS
APRIL 25, 1996
TO OWNERS OF VARIABLE LIFE INSURANCE POLICIES AND VARIABLE ANNUITY CONTRACTS
ISSUED BY PROVIDENT MUTUAL LIFE INSURANCE COMPANY ("PMLIC") OR PROVIDENTMUTUAL
LIFE AND ANNUITY COMPANY OF AMERICA ("PLACA") ENTITLED TO GIVE VOTING
INSTRUCTIONS IN CONNECTION WITH SEPARATE ACCOUNTS OF PMLIC OR PLACA.
Notice is hereby given that a Special Meeting of Shareholders (the
"Meeting") of the Money Market Portfolio of the Market Street Fund, Inc. (the
"Fund") will be held on April 25, 1996 at 9:00 a.m. Eastern Time, at the
Provident Mutual Building, third floor Executive Conference Room, 1600 Market
Street, Philadelphia, Pennsylvania 19103.
The Meeting will be held for the following purposes:
1. To approve or disapprove an amendment to the investment advisory
agreement between the Fund and Sentinel Advisors Company ("SAC")
extending it to include SAC providing investment advisory services with
respect to the assets of the Money Market Portfolio; and
2. To transact such other business as may properly come before the
Meeting or any adjournment(s) thereof.
Separate Accounts of PMLIC and PLACA are the only shareholders of the Fund.
However, PMLIC and PLACA hereby solicit and agree to vote the shares of the
above-mentioned Portfolio of the Fund at the Meeting in accordance with timely
instructions received from owners of variable life insurance policies and
variable annuity contracts ("variable contracts") having contract values
allocated to separate accounts invested in such shares.
As a variable contract owner of record at the close of business on March 8,
1996, you have the right to instruct PMLIC or PLACA as to the manner in which
Fund shares attributable to your variable contract should be voted. To assist
you in giving your instructions, a Voting Instruction Form is enclosed that
reflects the number of shares of the Money Market Portfolio of the Fund for
which you are entitled to give voting instructions. In addition, a Proxy
Statement is attached to this Notice and describes the matters to be voted upon
at the Meeting or any adjournment(s) thereof.
YOUR VOTE IS IMPORTANT. WHETHER OR NOT YOU EXPECT TO ATTEND THE MEETING, PLEASE
COMPLETE, DATE AND SIGN THE ENCLOSED VOTING INSTRUCTION FORM AND RETURN IT
PROMPTLY IN THE ENCLOSED POSTAGE PREPAID ENVELOPE.
By Order of the Board of Directors
Linda E. Senker
Secretary
Philadelphia, Pennsylvania
April 3, 1996
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MARKET STREET FUND, INC.
103 Bellevue Parkway
Wilmington, Delaware 19809
APRIL 25, 1996
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P R O X Y S T A T E M E N T
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This Proxy Statement is being furnished on behalf of the Board of Directors
of Market Street Fund, Inc. (the "Fund") by Provident Mutual Life Insurance
Company ("PMLIC") to owners of certain variable life insurance policies and
variable annuity contracts issued by PMLIC and having contract values on the
record date allocated to a separate account of PMLIC invested in certain shares
of the Fund and by Providentmutual Life and Annuity Company of America ("PLACA")
to owners of variable life insurance policies and variable annuity contracts
having contract values on the record date allocated to a subaccount of a
separate account of PLACA invested in such shares.
This Statement is being furnished in connection with the solicitation of
voting instructions from owners of such variable life insurance contracts and
such variable annuity contracts (together, "variable contracts") for use at a
Special Meeting of shareholders of the Money Market Portfolio of the Fund (the
"Meeting"). The Meeting is to be held on Thursday, April 25, 1996, at 9:00 a.m.,
Philadelphia, Pennsylvania time, at the offices of PMLIC in the third floor
Executive Conference Room, 1600 Market Street, Philadelphia, Pennsylvania for
the purposes set forth below and in the accompanying Notice of Special Meeting.
The approximate mailing date of this Statement and the Voting Instruction Form
is April 3, 1996.
At the Meeting, shareholders of the Money Market Portfolio (the
"Portfolio") will be asked:
1. To approve or disapprove an amendment to the investment advisory
agreement between the Fund and Sentinel Advisors Company ("SAC")
extending it to include SAC providing investment advisory services with
respect to the assets of the Portfolio; and
2. To transact such other business as may properly come before the
Meeting or any adjournment(s) thereof.
GENERAL VOTING INFORMATION
Separate accounts of PMLIC and PLACA are the only shareholders of the Fund.
PMLIC and PLACA will each vote the shares of the Portfolio at the Meeting in
accordance with the timely instructions received from persons entitled to give
voting instructions under variable life insurance policies and variable annuity
contracts funded through separate accounts of PMLIC and PLACA, respectively.
PMLIC and PLACA will each vote shares attributable to variable contracts as
to which no voting instructions are received in proportion (for, against or
abstain) to those for which timely instructions are received. If a Voting
Instruction Form is received that does not specify a choice, PMLIC or PLACA will
consider its timely receipt as an instruction to vote in favor of the proposal
to which it relates. In certain circumstances, PMLIC or PLACA has the right to
disregard voting instructions from certain variable contract owners. PMLIC and
PLACA do not believe that these circumstances exist with respect to matters
currently before shareholders. Owners may revoke voting instructions given to
PMLIC or PLACA at any time prior to the Meeting by notifying the Secretary of
the Fund in writing.
<PAGE> 4
The Fund, a Maryland corporation organized in 1985, is registered with the
U.S. Securities and Exchange Commission (the "Commission") as a diversified
open-end management investment company under the Investment Company Act of 1940
(the "1940 Act").
The Board of Directors of the Fund has fixed March 8, 1996 as the record
date for the determination of shareholders entitled to notice of and to vote at
the Meeting. As of March 8, 1996, there were outstanding 40,241,859 shares of
the class of common stock of the Fund attributable to the Portfolio. None of the
directors or executive officers of the Fund beneficially owns, directly or
indirectly, any shares of the Fund.
Approval of the proposal discussed in this Proxy Statement requires the
affirmative vote of a majority of the votes entitled to be cast for the
Portfolio or 67% or more of the outstanding votes present (in person or by
proxy) at the Meeting if the holders of more than 50% of the outstanding shares
of the Portfolio are present, whichever is less.
MONEY MARKET PORTFOLIO MEETING
APPROVAL OR DISAPPROVAL OF AMENDMENT TO INVESTMENT
ADVISORY AGREEMENT
Currently, Providentmutual Investment Management Company ("PIMC") serves as
the investment adviser for the Money Market Portfolio pursuant to an investment
advisory agreement dated March 20, 1989 ("PIMC Agreement"), which became
effective on May 1, 1989, and which was last submitted to a vote of the
Shareholders of the Money Market Portfolio on April 20, 1989. PIMC is a
wholly-owned subsidiary of PMLIC. PIMC is located at 1600 Market Street,
Philadelphia, PA 19103. Effective March 1, 1993, the Fund entered into an
investment advisory agreement with Sentinel Advisors Company ("SAC") for the
Bond, Managed and Aggressive Growth Portfolios of the Fund, and, effective March
11, 1996, extended the agreement to include the Sentinel Growth and Common Stock
Portfolios of the Fund ("SAC Agreement"). On February 26, 1996, the Board of
Directors of the Fund, including a majority of the "non-interested" directors
within the meaning of the 1940 Act, approved the termination of the PIMC
Agreement with regard to the Money Market Portfolio and approved an amendment to
the SAC Agreement extending it to include SAC providing investment advisory
services for the Money Market Portfolio ("Amendment").
The SAC Agreement as extended to cover the Money Market Portfolio would be
substantially similar to the PIMC Agreement. The provisions in the PIMC
Agreement that are not included in the SAC Agreement include that: 1) PIMC is
authorized to retain sub-advisors to render services to the Portfolio; 2) PIMC
has discretion to obtain and pay a reasonable fee for supplemental investment
research from other entities outside the context of a specific brokerage
transaction; and 3) the agreement shall not be amended without specific approval
by shareholder vote and the directors. The SAC Agreement provisions that are not
included in the PIMC Agreement include that: 1) the Fund understands that SAC
acts and will continue to act as investment adviser to other investment
companies provided that SAC duly performs its obligations under the SAC
Agreement; 2) SAC employees will not devote their full time to performance of
SAC's duties under the SAC Agreement and SAC or its affiliates may engage in and
devote time and attention to other businesses, provided that SAC duly performs
its obligations under the SAC Agreement; and 3) the SAC Agreement shall be
construed in accordance with Pennsylvania law.
Under the PIMC Agreement, PIMC receives a fee computed and accrued daily
and paid monthly at an annual rate of 0.25% of the average daily net assets of
the Money Market Portfolio. During 1995, the Fund paid PIMC $67,727. Under the
SAC Agreement, SAC would receive the same fee computed and accrued on the same
basis as that under the PIMC Agreement with respect to the Money Market
Portfolio.
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SAC, a Vermont corporation, is an investment adviser registered under the
Investment Advisers Act of 1940, and is located at One National Life Drive,
Montpelier, VT 05604. In addition to providing investment advisory services to
certain portfolios of the Fund, SAC provides investment advisory and management
services for the Sentinel Group Funds, Inc. and Sentinel Pennsylvania Tax-Free
Trust, each an open-end investment company whose shares are offered to the
public, to two separate accounts of the Selector Group Annuity Contract offered
by PMLIC to fund qualified corporate retirement plans, to an endowment fund for
a college and to American Guaranty & Trust Company, an affiliated trust company
with respect to individual trust accounts.
The amendment to the SAC Agreement extending it to include the Money Market
Portfolio was approved by a majority of the Fund's Board of Directors, including
a majority of its "non-interested" directors on February 26, 1996 and will
become effective on May 1, 1996. After approval by the shareholders, the SAC
Agreement as amended will continue in effect from year to year as long as
continuance of the SAC Agreement is approved at least annually by a majority of
the "non-interested" members of the Fund's Board of Directors and by (i) a
majority vote of the Money Market Portfolio's shareholders or (ii) the Fund's
Board of Directors. The SAC Agreement may be terminated without penalty on 60
days' prior written notice by the Fund's Board of Directors or by SAC and is
terminated automatically in the event of its assignment.
The Board based its decision to recommend the Amendment for shareholder
approval on several factors. First, SAC had become the investment adviser to
five of the eight portfolios of the Fund. The Board felt that having SAC also
provide those services to the Money Market Portfolio would facilitate transfers
and other Fund transactions among the portfolios. Further, SAC provides
investment advisory services to the 100% U.S. Treasury Money Market Fund of the
Sentinel Group Funds, Inc. The Directors felt that certain economies of scale
would be realized and shared by the Money Market Portfolio shareholders as a
result of that relationship, and that, based on the performance of that
portfolio, SAC had the needed expertise to manage the Money Market Portfolio. In
addition, the Directors have been very satisfied with the nature and quality of
the services provided by SAC with regard to the other portfolios which it
manages for the Fund. Finally, the fee for the investment advisory services
under the Amendment to the SAC agreement is the same as was charged by PIMC
under the PIMC Agreement.
The following is a list of the other registered investment company and
other clients of SAC, their net assets as of December 31, 1995 and the current
advisory fees on an annual basis:
(A) As compensation for its services to each of the eleven portfolios of
Sentinel Group Funds, Inc., which it manages, SAC's contract provides for fees
as follows:
(1) With respect to the Emerging Growth Fund ($89.7 million), Growth Fund
($0.7 million), World Fund ($50.1 million), and Balanced Fund ($272.2
million).
0.70% per annum on the first $200 million of aggregate average daily net
assets of such funds;
0.65% per annum on the next $100 million of such assets;
0.60% per annum on the next $100 million of such assets;
0.55% per annum on such assets in excess of $400 million;
(2) With respect to the Common Stock Fund ($1,069.7 million);
0.55% per annum on the average daily net assets of the fund;
(3) With respect to the Bond ($110.5 million), Tax-Free Income ($111.7
million) New York Tax Free Income ($5.3 million), Government Securities
($108.9 million) and Short-Intermediate Government Funds ($37.3
million);
0.55% per annum on the first $200 million of aggregate average daily net
assets of such funds;
0.50% per annum on the next $200 million of such assets; and
0.45% per annum on such assets in excess of $400 million;
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(4) With respect to the 100% U.S. Treasury Money Market Fund ($82.2
million).
0.40% per annum on the first $300 million of average daily net assets of
the fund; and
0.35% per annum on such assets in excess of $300 million;
(B) As compensation for its services to Sentinel Pennsylvania Tax-free
Trust ($35.0 million), the advisor's contract provides for fees as follows:
0.55% per annum on the first $50 million of average daily net assets of
the Trust;
0.50% per annum on the next $50 million of such assets; and
0.45% per annum on such assets in excess of $100 million;
(C) As compensation for its services to each of the three portfolios of
Market Street Fund, Inc. which it manages, the advisor's contract provides for
fees as follows:
(1) With respect to the Bond Portfolio ($14.2 million).
0.35% per annum of the first $100 million of average daily net assets of
the portfolio; and
0.30$ per annum on such assets in excess of $100 million;
(2) With respect to the Managed Portfolio ($35.7 million).
0.40% per annum of the first $100 million of average daily net assets of
the portfolio; and
0.35% per annum of such assets in excess of $100 million;
(3) With respect to the Aggressive Growth Portfolio ($23.5 million).
0.50% per annum on the first $20 million of average daily net assets of
the portfolio;
0.40% per annum on the next $20 million of such assets; and
0.30% per annum on such assets in excess of $40 million;
(4) With respect to the Sentinel Growth Portfolio ($0).
0.50% per annum on the first $20 million of the average daily net assets
of the portfolio;
0.40% per annum on the next $20 million of such assets; and
0.30% per annum on such assets in excess of $40 million.
(5) With respect to the Common Stock Portfolio ($0).
0.40% per annum on the first $100 million of the average daily net
assets of the portfolio; and
0.35% per annum on such assets in excess of $100 million.
PORTFOLIO EXPENSE INFORMATION
Under the Amendment to the SAC Agreement, as under the PIMC Agreement,
expenses that are borne directly by the Portfolio include investment advisory
fees, redemption expenses, expenses of portfolio transactions, shareholder
servicing costs, expenses of registering the shares under federal securities
laws, interest, certain taxes, charges of the Custodian and Transfer Agent, and
other expenses attributable to a particular Portfolio. Expenses which are
allocated on the basis of size of the respective Portfolios include
"non-interested" Directors' fees, legal expenses, state franchise taxes,
auditing services, costs of printing proxies, stock certificates, Securities and
Exchange Commission fees, accounting costs, pricing costs (including the daily
calculation of net asset value), and other expenses properly payable by the Fund
and allocable on the basis of size of the respective Portfolios. Certain
administrative services are provided to the Fund by Provident Financial
Processing Corporation("PFPC") pursuant to an administrative agreement. The fees
for such services are allocated among the Portfolios based on their respective
size. Depending upon the nature of a lawsuit, litigation costs may be directly
applicable to the Portfolio or allocated on the basis of the size of the
respective Portfolios. PFPC is located at 103 Bellevue Parkway, Wilmington, DE
19809.
PMLIC has agreed to reimburse the Fund for operating expenses and interest
charges, excluding investment advisory fees and brokerage expenses, in excess of
an annual rate of 0.40% of the average daily net asset value of the Money Market
Portfolio. PMLIC's agreement to reimburse these expenses and interest
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charges is voluntary, is extended from year to year and may be discontinued. No
reimbursement is expected to be made during 1996.
This discussion of the amended SAC Agreement to be approved or disapproved
at the Meeting is qualified in its entirety by reference to the SAC Agreement
and Amendments thereto as set forth in Exhibits A, B and C, respectively, to
this Statement.
THE BOARD OF DIRECTORS OF THE FUND UNANIMOUSLY RECOMMENDS THAT SHAREHOLDERS
OF THE MONEY MARKET PORTFOLIO VOTE TO APPROVE THE AMENDMENT TO THE INVESTMENT
ADVISORY AGREEMENT BETWEEN THE FUND AND SENTINEL ADVISORS COMPANY ("SAC") TO
INCLUDE SAC PROVIDING INVESTMENT ADVISORY SERVICES WITH RESPECT TO THE ASSETS OF
THE MONEY MARKET PORTFOLIO.
OTHER MATTERS
UNDERWRITING AGREEMENTS:
PML Securities Company ("PML") serves, without compensation, as the
"principal underwriter" (i.e., distributor), as defined in the 1940 Act, of the
Fund pursuant to a written agreement initially dated November 11, 1985 and
amended most recently as of May 1, 1992. On February 26, 1996, the Board of
Directors, including a majority of the "non-interested" directors, approved the
continuance of this agreement, as amended. PML also is the principal underwriter
of the variable contracts pursuant to an underwriting agreement, dated November
1, 1991, with PMLIC and its separate accounts and pursuant to an underwriting
agreement with PLACA and its separate accounts dated May 1, 1992.
PML is registered with the Commission under the Securities Exchange Act of
1984 as a broker dealer, and is a member of the National Association of
Securities Dealers, Inc. PML is a wholly-owned subsidiary of PMLIC, and is
located at Christiana Executive Campus, P.O. Box 15626, Wilmington, Delaware
19850.
PROXY SOLICITATION EXPENSES:
All expenses in connection with the preparation of proxy materials will be
borne by PMLIC and PLACA. The solicitation of voting instructions will be
conducted by employees of PMLIC, at the expense of PMLIC and PLACA. Typically,
the solicitation will be conducted by mail, but it may also be conducted by
telephone or telegram.
SHAREHOLDER PROPOSALS:
Because the Fund does not hold regular meetings of shareholders, the
anticipated date of the next special meeting of shareholders cannot be provided.
Any shareholder proposal that may properly be included in the proxy solicitation
materials for a special meeting of shareholders must be received by the Fund a
reasonable time before the date proxy statements are mailed to shareholders.
FUND ANNUAL REPORT:
The Fund will furnish, without charge, a copy of the annual report of the
Fund, to a shareholder upon request. Such request should be directed to
Katherine De Peri at Provident Mutual Life Insurance Company, 1600 Market
Street, Philadelphia, PA 19103, (800) 523-4681.
OTHER MATTERS AT THE MEETINGS:
The Fund, PIMC and PMLIC know of no matters other than those discussed
herein that may come before the Meetings.
INQUIRIES:
Variable contract owners may make inquiries by contacting the Fund, PMLIC
or PLACA.
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APPENDIX
PRINCIPAL EXECUTIVE OFFICERS OF SAC
<TABLE>
<CAPTION>
NAME PRINCIPAL OCCUPATION
- -------------------------------------------------- --------------------------------------
<S> <C>
Keniston P. Merrill............................... Chief Executive Officer
Rodney A. Buck.................................... Senior Vice President
Robert L. Lee, Jr................................. Vice President and Director of Equity
Research
Dean C. Howe...................................... Treasurer
D. Russell Morgan................................. Counsel
</TABLE>
SAC is a partnership, the Managing General Partner of which is Sentinel
Management Company.
The address of all SAC officers and the Managing General Partner is:
Sentinel Advisors Company
One National Life Drive
Montpelier, VT 05604
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EXHIBITS
A. Investment Advisory Agreement dated March 1, 1993 between the Fund and SAC.
B. Amendment No. 1, dated as of March 11, 1996, to Investment Advisory
Agreement between the Fund and SAC.
C. Amendment No. 2, dated as of May 1, 1996, to Investment Advisory Agreement
between the Fund and SAC.
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EXHIBIT A.
INVESTMENT ADVISORY AGREEMENT
AGREEMENT, dated March 1, 1993, between Market Street Fund, Inc. (the
"Fund"), a corporation organized under the laws of the State of Maryland, and
Sentinel Advisors Company (the "Adviser"), a Vermont general partnership.
WHEREAS, the Fund is a registered investment company under the Investment
Company Act of 1940 ("Investment Company Act") and maintains several investment
portfolios for the use of the Fund's shareholders which are separate accounts
established and maintained by insurance companies;
WHEREAS, the Bond Portfolio of the Fund has the current objective of
generating a high level of current income, as is consistent with prudent
investment risk, by investing in a diversified portfolio of freely marketable
debt securities;
WHEREAS, the Managed Portfolio of the Fund has the current objective of
realizing as high a level of long-term total rate of return, as is consistent
with prudent investment risk, by investing in stocks, bonds, money market
instruments or a combination thereof;
WHEREAS, the Aggressive Growth Portfolio of the Fund has the current
objective of achieving a high level of long-term capital appreciation by
investing in securities of a diverse group of smaller emerging growth companies;
WHEREAS, the Fund desires that Sentinel Advisors Company act as investment
adviser with respect to the Bond, Managed and Aggressive Growth Portfolios;
WHEREAS, the Fund desires that Sentinel Advisors Company act as investment
adviser with respect to the Bond, Managed and Aggressive Growth Portfolios;
WHEREAS, the Investment Company Act prohibits any person from acting as
investment company except pursuant to a written agreement;
WHEREAS, the Adviser is registered as an investment adviser under the
Investment Advisers Act of 1940, as amended (the "Advisers Act");
NOW, THEREFORE, the Fund and the Adviser hereby agree as follows:
1. At its own expense and subject to supervision of the Board of
Directors of the Fund ("the Directors"), the Adviser will provide
investment advisory services with respect to the Fund's Bond, Managed
and Aggressive Growth Portfolios (the "Portfolios") in accordance with
the Portfolios' investment objectives, policies and restrictions as
stated in the Fund's Prospectus, as from time to time in effect, the
Articles of Incorporation and By-laws of the Fund, and the Investment
Company Act and appropriate State Insurance Laws, each as amended from
time to time. The Adviser agrees to furnish the services described below
for the compensation provided by this Agreement. The adviser shall for
all purposes herein 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.
2. In connection with its obligations hereunder, the Adviser shall,
subject to supervision by the Directors, manage the investment and
reinvestment of the assets of the Portfolios. Subject to the limitations
set forth in Paragraph 1 above, the Adviser shall:
(a) perform research and obtain and evaluate pertinent economic,
statistical, and financial data relevant to the investment policies
of the Portfolios as set forth in the Fund's prospectus, as amended
from time to time;
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(b) consult with the Directors and furnish to the Directors
recommendations with respect to an overall investment plan and any
changes thereto for the Portfolios for approval, modification, or
rejection by the Directors;
(c) seek out, present, and recommend specific investment opportunities,
consistent with any overall investment plan approved by the
Directors;
(d) take such steps as are necessary to implement any overall
investment plan approved by the Directors, including making and
carrying out decisions to acquire or dispose of permissible
investments, management of investments and any other property of the
Portfolios, and providing or obtaining such services as may be
necessary in managing, acquiring or disposing of investments; and
(e) determine the composition of the assets of each Portfolio,
including the purchase, retention or sale of the securities and cash
contained in each Portfolio.
3. The Adviser shall effect all purchases and sales of investments for
the Portfolios in a manner consistent with the limitations set forth in
Paragraph 1 above.
4. The Adviser shall regularly report to the Directors with respect to
the implementation of any approved overall investment plan and any other
activities in connection with management of the assets of the
Portfolios. The Adviser, either through persons employed by it or at its
own expense, shall furnish to the Directors, at least once every three
months, a schedule of the investments and other assets held in each
Portfolio and a statement of all purchases and sales for each Portfolio
made since the last report.
5. The Adviser shall maintain all accounts, records, memoranda,
instructions, or authorizations relating to the acquisition or
disposition of investments for the Portfolios as required by law.
The Adviser agrees that all accounts and records which it maintains for
the Fund's Portfolios shall be the property of the Fund and that it will
surrender promptly to the designated officers of the Fund, or to the
Directors, any or all such accounts and records upon request. The Fund
or its authorized representative shall have the right to copy any
records in the possession of the Adviser which pertain to the
Portfolios. The Adviser further agrees to preserve for the period
prescribed by the rules and regulations of the Securities and Exchange
Commission all such records as are required to be maintained pursuant to
said rules. The Adviser also agrees that it will maintain all records
and accounts regarding the investment activities of the Portfolios in a
confidential manner. All such accounts or records shall be made
available, within five (5) business days of a written request, to the
Fund's accountants or auditors during regular business hours at the
Adviser's offices. In addition, the Adviser will provide any materials,
reasonably related to the investment advisory services provided
hereunder, as may be reasonably requested in writing by the Directors,
or as may be required by any governmental agency having jurisdiction
over the Fund or any insurance companies investing in the Fund.
6. (a) For the services provided to the Portfolios, the Adviser will be
compensated monthly at the effective annual rates set forth below:
Bond Portfolio -- 0.35% of the first $100 million of the average
daily net assets of the Bond Portfolio and 0.30% of the average
daily net assets of the Bond Portfolio in excess of $100 million.
Managed Portfolio -- 0.40% of the first $100 million of the average
daily net assets of the Managed Portfolio and 0.35% of the average
daily net assets of the Managed Portfolio in excess of $100 million.
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Aggressive Growth Portfolio -- 0.50% of the first $20 million of the
average daily net assets of the Aggressive Growth Portfolio, 0.40%
of the next $20 million of the average daily net assets of the
Aggressive Growth Portfolio, and 0.30% of the average daily net
assets of the Aggressive Growth Portfolio in excess of $40 million.
(b) If this Agreement is terminated at any time, any compensation owed
the Adviser pursuant to subparagraph (a) above shall be payable upon
the date of termination of this Agreement.
7. The Adviser shall be responsible for all expenses incurred in
performing the investment advisory services herein set forth, including
costs of compensating and furnishing office space for officers and
employees of the Adviser connected with investment and economic
research, trading and investment management of the Portfolios. All
brokers' commissions, transfer taxes and other fees relating to
purchases and sales of investments for each Portfolio shall be paid out
of assets allocated to that Portfolio.
8. The Adviser shall, subject to the supervision of the Directors,
arrange for the placement of orders for the Portfolios, either directly
with the issuer, with any broker-dealer or underwriter that specializes
in the securities for which the order is made, or with any other broker
or dealer selected by the Adviser, subject to the following limitation;
the Adviser shall use its best judgment to choose brokers who will
obtain the best prices and executions and securities transactions and
whose commissions are most reasonable. In addition to seeking the best
price and execution, the Adviser may also take into consideration
research and statistical information and wire and other quotation
services provided to the Adviser. However, the Adviser shall select only
brokers whose commissions it believes are reasonable. The Adviser will
periodically evaluate the statistical data, research and other
investment services provided by brokers and dealers to it. Such services
may be used by the Adviser in connection with the performance of its
obligations under this Agreement or in connection with other advisory or
investment operations.
9. The Adviser shall not be liable for any error of judgment or mistake
of law or for any loss suffered by the Portfolios in connection with the
subject matter of this Agreement unless such loss arises from willful
misfeasance, bad faith or gross negligence on its part in the
performance of its obligations and duties or by reason of its reckless
disregard of its obligations and duties under this Agreement.
10. The Adviser and any affiliate of the Adviser may engage in any other
business or act as adviser to or investment manager of any other person,
even though the Adviser, any affiliate of the Adviser, or any such other
person has or may have investment policies similar to those for the
Portfolios, so long as the Adviser's services under this Agreement are
not impaired. It is understood that directors, officers, employees and
shareholders of the Fund are or may become interested in the Adviser, as
directors, officers, employees, shareholders or otherwise and that
directors, officers, employees and shareholders of the Adviser are or
may become similarly interested in the Fund, and that the Adviser may
become interested in the Fund; and that the existence of any such dual
interest shall not affect the validity hereof or any transaction
hereunder except as otherwise provided in the Articles of Incorporation
or By-laws of the Fund and the Adviser, respectively, or by specific
provisions of applicable law.
It is agreed that the Adviser or its affiliates may use any investment
research obtained for the benefit of the Portfolios in providing
investment advice to its other investment advisory accounts or for use
in managing their own accounts. Conversely, such supplemental
information obtained by the placement of business for the Adviser or the
entities advised by the Adviser may be considered by and may be useful
to the Adviser in carrying out its obligations to the Portfolios.
10
<PAGE> 13
Nothing herein contained shall prevent the Adviser or any affiliate of
the Adviser from buying or selling, or from recommending or directing
any other person to buy or sell, at any time, securities of the same
kind or class recommended by the Adviser to be purchased or sold for any
of the Portfolios. When the Adviser deems the purchase or sale of a
security to be in the best interests of any of the Portfolios as well as
other accounts or companies, it may, to the extent permitted by
applicable laws and regulations, but will not be obligated to, aggregate
the securities to be sold or purchased for such Portfolios with those to
be sold or purchased for other accounts or companies in order to obtain
favorable execution and low brokerage commissions. In that event,
allocation of the securities purchased or sold, as well as the expenses
incurred in the transaction, will be made by the Adviser in the manner
it considers to be most equitable and consistent with its fiduciary
obligations to the Portfolios and to such other accounts or companies.
The Fund recognizes that in some cases this procedure may adversely
affect the size of the position obtainable for the Portfolios.
11. This Agreement shall not be effective unless and until it is approved
by the Directors, including a majority of the Directors who are not
"interested person" (as defined in the Investment Company Act), by vote
cast in person at a meeting called for the purpose of voting such
approval and by the parties to this Agreement. This Agreement shall come
into full force and effect on March 1, 1993, or upon the effectiveness
of the amendment to the Fund's Registration Statement reflecting this
Agreement filed with the Securities and Exchange Commission under the
Securities Act of 1933, whichever is later, provided this Agreement
shall have been approved by a vote of the "majority" (as defined in the
Investment Company Act) of the outstanding shares of the applicable
Portfolio.
12. This Agreement shall continue until December 31, 1993 and thereafter
for successive annual periods ending December 31, of each year, provided
such continuance is specifically approved at least annually by (i) the
Directors or (ii) by the vote of a "majority" of the shareholders of the
applicable Portfolio as set forth in paragraph 11 above, provided that
in either event the continuance is also approved by a majority of the
Directors who are not "interested persons" (as defined in the Investment
Company Act) of any party to this Agreement, by vote cast in person at a
meeting called for the purpose of voting such approval. The Fund agrees
that it will notify the Adviser in writing each year of such annual
approval.
13. (a) This Agreement shall terminate automatically in the event of its
assignment.
(b) This Agreement may be terminated at any time without the payment of
any penalty, (i) by a majority of the Directors for cause or upon
sixty days written notice addressed to the Adviser or (ii) by a vote
of a "majority" of the shareholders as set forth in paragraph 11
above, or (iii) by the Adviser on sixty days written notice
addressed to the Fund at its principal place of business. Cause is
defined and limited for this purpose to mean willful misfeasance,
bad faith, or gross negligence by the Adviser in the performance of
its duties or reckless disregard by the Adviser of its obligations
and duties under this Agreement.
14. This Agreement shall be construed in accordance with Pennsylvania law.
15. The Fund understands that the Adviser now acts, will continue to act,
or may act in the future, as investment adviser to fiduciary and other
managed accounts including other investment companies, and the Fund has
no objection to the Adviser's so acting, provided that the Adviser duly
performs all obligations under this Agreement.
16. The Fund understands that the persons employed by the Adviser to assist
in the performance of its duties hereunder will not devote their full
time to such service and nothing contained herein shall be deemed to
limit or restrict the right of the Adviser or any of its affiliates to
engage in and devote time
11
<PAGE> 14
and attention to other businesses or to render services of whatever kind
or nature, provided that the Adviser duly performs all obligations under
this Agreement.
17. This Agreement shall be subject to the provisions of the Investment
Company Act and the Investment Advisers Act and the rules, regulations,
and rulings thereunder, as from time to time in effect, including such
exemptions therefrom as the Securities and Exchange Commission may
grant. The terms used in this Investment Advisory Agreement, and any
amendments thereof, shall be interpreted and construed in accordance
therewith. Without limiting the generality of the foregoing, the term
"assignment" shall not include any transaction exempted from section
15(a)(4) of the Investment Company Act by an order of the Securities and
Exchange Commission.
18. The Adviser shall submit to all regulatory and administrative bodies
having jurisdiction over the operations of Provident Mutual Life
Insurance Company of Philadelphia or Providentmutual Life and Annuity
Company of America or the Fund, present or future, any materials
reasonably related to the investment advisory services provided
hereunder, as may be reasonably requested in writing by the Directors or
as may be required by any governmental agency having jurisdiction.
19. In the event of termination for any reason all records shall promptly
be returned to the Fund free from any claim or retention of rights by
the Adviser.
20. The Adviser shall not disclose or use any records or information
obtained pursuant to this agreement in any manner whatsoever except as
expressly authorized herein and further the Adviser will keep
confidential any information pursuant to the service relationship set
forth herein and disclose such information only if the Fund has
authorized such disclosure or such disclosure is expressly required by
applicable federal or state regulatory authorities.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed by their duly authorized officers on the date and year first above
written.
<TABLE>
<S> <C>
MARKET STREET FUND, INC.
Witness: By
----------------------------------- -------------------------
SENTINEL ADVISORS COMPANY
Witness: By
----------------------------------- -------------------------
</TABLE>
12
<PAGE> 15
EXHIBIT B.
AMENDMENT NO. 1 TO INVESTMENT ADVISORY AGREEMENT
This is Amendment No. 1, dated as of March 11, 1996, to the Investment
Advisory Agreement (the "Agreement") dated March 1, 1993, between Market Street
Fund, Inc. (the "Fund"), a corporation organized under the laws of the State of
Maryland, and Sentinel Advisors Company (the "Adviser"), a Vermont general
partnership.
WHEREAS, the Fund is a registered investment company under the Investment
Company Act of 1940 ("Investment Company Act") and maintains several investment
portfolios for the use of the Fund's shareholders which are separate accounts
established and maintained by insurance companies; and
WHEREAS, the Adviser currently provides investment advisory services in
accordance with the Agreement for the Fund's Bond, Managed and Aggressive Growth
Portfolios; and
WHEREAS, the Fund has created two new portfolios, the Common Stock
Portfolio and the Sentinel Growth Portfolio, for which the Fund desires that the
Adviser act as investment adviser; and
WHEREAS, the Common Stock Portfolio of the Fund has the current investment
objective of seeking a combination of long-term growth of capital and current
income with relatively low risk by investing in common stocks of many
well-established companies; and
WHEREAS, the Sentinel Growth Portfolio has the current investment objective
of seeking long-term growth of capital through equity participation in companies
having growth potential believed by the Adviser to be more favorable than the
U.S. economy as a whole, with a focus on relatively well-established companies;
and
WHEREAS, the Adviser desires to act as investment adviser to the Common
Stock and Sentinel Growth Portfolios under the terms hereof; and
WHEREAS, the Adviser is registered as an investment adviser under the
Investment advisers Act of 1940, as amended (the "Advisers Act"); and
WHEREAS, the Investment Company Act prohibits any person from acting as an
adviser to an investment company except pursuant to a written agreement;
NOW, THEREFORE, the Fund and the Adviser hereby agree as follows:
1. The Agreement shall continue in full force and effect as to the Fund's
Bond, Managed and Aggressive Growth Portfolios, without change.
2. At its own expense and subject to supervision of the Board of
Directors of the Fund (the "Directors"), the Adviser will provide
investment advisory services with respect to the Fund's Common Stock and
Sentinel Growth Portfolios (the "Portfolios"), in accordance with the
Portfolios' investment objectives, policies and restrictions as stated
in the Fund's prospectus, as from time to time in effect, the Articles
of Incorporation and Bylaws of the Fund, the Investment Company Act, and
appropriate state insurance laws, each as amended from time to time. The
Adviser agrees to furnish the services described below for the
compensation provided in this Amendment No. 1. The Adviser shall for all
purposes herein 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.
3. In connection with its obligations hereunder, the Adviser shall,
subject to supervision by the Directors, manage the investment and
reinvestment of the assets of the Portfolios, and in so doing,
13
<PAGE> 16
shall provide the same services as set forth in paragraphs 2, 3, 4 and 5
of the Agreement with respect to the Bond, Managed and Aggressive Growth
Portfolios.
4. (a) For the services provided to the Portfolios, the Adviser will be
compensated monthly at the effective annual rates set forth below:
Common Stock Portfolio -- 0.40% of the first $100 million of the
average daily net assets of the Common Stock Portfolio and 0.35% of
the average daily net assets of the Common Stock Portfolio in excess
of $100 million.
Sentinel Growth Portfolio -- 0.50% of the first $20 million of the
average daily net assets of the Sentinel Growth Portfolio, 0.40% of
the next $20 million of the average daily net assets of the Sentinel
Growth Portfolio, and 0.30% of the average daily net assets of the
Sentinel Growth Portfolio in excess of $40 million.
(b) If this Amendment No. 1 is terminated at any time, any
compensation owed the Adviser pursuant to subparagraph (a) above
shall be payable upon the date of termination of this Agreement.
5. The provisions of paragraphs 7, 8, 9, 10, 13, 14, 15, 16, 17, 19 and
20 of this Agreement shall apply to the provision of investment advisory
services to the Common Stock and Sentinel Growth Portfolios under this
Amendment No. 1 in the same way that such provisions apply to the
provision of investment advisory services to the Bond, Managed and
Aggressive Growth Portfolios pursuant to the Agreement.
6. This Amendment No. 1 shall not be effective unless and until it is
approved by the Directors, including a majority of the Directors who are
not "interested persons" (as defined in the Investment Company Act), by
vote cast in person at a meeting called for the purpose of voting such
approval and by the parties to this Amendment No. 1. This Amendment No.
1 shall come into full force and effect on March 11, 1996, or upon
effectiveness of the amendment to the Fund's registration statement
reflecting this Amendment No. 1 filed with the Securities and Exchange
Commission under the Securities Act of 1933, whichever is later,
provided this Amendment No. 1 shall have been approved by a vote of the
"majority" (as defined in the Investment Company Act) of the outstanding
shares of the applicable Portfolio.
7. This Amendment No. 1 shall continue until December 31, 1997 and
thereafter for successive annual periods ending December 31, of each
year, provided such continuance is specifically approved at least
annually by (i) the Directors or (ii) by the vote of a "majority" of the
shareholders of the applicable Portfolio as set forth in paragraph 6
above, provided that in either event the continuance is also approved by
a majority of the Directors who are not "interested persons" (as defined
in the Investment Company Act) of any party to this Amendment No. 1, by
vote cast in person at a meeting called for the purpose of voting such
approval. The Fund agrees that it will notify the Adviser in writing
each year of such annual approval.
8. The Adviser shall submit to all regulatory and administrative bodies
having jurisdiction over the operations of any insurance company whose
separate accounts have any interest in the Portfolios, or in any of the
other portfolios of the Fund, present or future, any materials
reasonably related to the investment advisory services provided
hereunder or in the Agreement, as may be reasonably requested in writing
by the Directors or as may be required by any governmental agency having
jurisdiction.
14
<PAGE> 17
IN WITNESS WHEREOF, the parties hereto have caused this Amendment No. 1 to
be executed by their duly authorized officers on the date and year first above
written.
MARKET STREET FUND, INC.
by
---------------------------
Stanley R. Reber
President
SENTINEL ADVISORS COMPANY
by
---------------------------
Keniston P. Merrill
Chairman and Chief Executive
Officer
15
<PAGE> 18
EXHIBIT C.
AMENDMENT NO. 2 TO INVESTMENT ADVISORY AGREEMENT
This is Amendment No. 2, dated as of May 1, 1996, to the Investment
Advisory Agreement (the "Agreement") dated March 1, 1993, between Market Street
Fund, Inc. (the "Fund"), a corporation organized under the laws of the State of
Maryland, and Sentinel Advisors Company (the "Adviser"), a Vermont general
partnership, as previously amended by Amendment No. 1 dated as of March 11,
1996.
WHEREAS, the Fund is a registered investment company under the Investment
Company Act of 1940 ("Investment Company Act") and maintains several investment
portfolios for the use of the Fund's shareholders which are separate accounts
established and maintained by insurance companies; and
WHEREAS, the Adviser currently provides investment advisory services in
accordance with the Agreement, as previously amended, for the Fund's Common
Stock, Sentinel Growth, Bond, Managed and Aggressive Growth Portfolios; and
WHEREAS, the Fund desires that the Adviser act as investment adviser to the
Money Market Portfolio; and
WHEREAS, the Money Market Portfolio of the Fund has the current investment
objective of seeking to provide maximum current income consistent with capital
preservation and liquidity by investing in high quality money market
instruments; and
WHEREAS, the Adviser desires to act as investment adviser to the Money
Market Portfolio under the terms hereof; and
WHEREAS, the Adviser is registered as an investment adviser under the
Investment Advisers Act of 1940, as amended (the "Advisers Act"); and
WHEREAS, the Investment Company Act prohibits any person from acting as an
adviser to an investment company except pursuant to a written agreement;
NOW, THEREFORE, the Fund and the Adviser hereby agree as follows:
1. The Agreement, as previously amended by Amendment No. 1, shall
continue in full force and effect as to the Fund's Common Stock,
Sentinel Growth, Bond, Managed and Aggressive Growth Portfolios, without
change.
2. At its own expense and subject to supervision of the Board of
Directors of the Fund (the "Directors"), the Adviser will provide
investment advisory services with respect to the Fund's Money Market
Portfolio, in accordance with the Money Market Portfolio's investment
objectives, policies and restrictions as stated in the Fund's
prospectus, as from time to time in effect, the Articles of
Incorporation and Bylaws of the Fund, the Investment Company Act, and
appropriate state insurance laws, each as amended from time to time. The
Adviser agrees to furnish the services described below for the
compensation provided in this Amendment No. 2. The Adviser shall for all
purposes herein 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.
3. In connection with its obligations hereunder, the Adviser shall,
subject to supervision by the Directors, manage the investment and
reinvestment of the assets of the Money Market Portfolio, and in so
doing, shall provide the same services as set forth in paragraphs 2, 3,
4 and 5 of the Agreement with respect to the Bond, Managed and
Aggressive Growth Portfolios.
16
<PAGE> 19
4. (a) For the services provided to the Money Market Portfolio, the
Adviser will be compensated monthly at an effective annual rate of
0.25% of the average daily net assets of the Money Market Portfolio.
(b) If this Amendment No. 2 is terminated at any time, any
compensation owed the Adviser pursuant to subparagraph (a) above
shall be payable upon the date of termination of this Agreement.
5. The provisions of paragraphs 7, 8, 9, 10, 13, 14, 15, 16, 17, 19 and
20 of the Agreement, and paragraph 8 of Amendment No. 1, shall apply to
the provision of investment advisory services to the Money Market
Portfolio under this Amendment No. 2 in the same way that such
provisions apply to the provision of investment advisory services to the
Bond, Managed and Aggressive Growth Portfolios pursuant to the
Agreement.
6. This Amendment No. 2 shall not be effective unless and until it is
approved by the Directors, including a majority of the Directors who are
not "interested persons" (as defined in the Investment Company Act), by
vote cast in person at a meeting called for the purpose of voting such
approval and by the parties to this Amendment No. 2. This Amendment No.
2 shall come into full force and effect on May 1, 1996, or upon
effectiveness of the amendment to the Fund's registration statement
reflecting this Amendment No. 2 filed with the Securities and Exchange
Commission under the Securities Act of 1933, whichever is later,
provided this Amendment No. 2 shall have been approved by a vote of the
"majority" (as defined in the Investment Company Act) of the outstanding
shares of the Money Market Portfolio.
7. This Amendment No. 2 shall continue until December 31, 1997 and
thereafter for successive annual periods ending December 31, of each
year, provided such continuance is specifically approved at least
annually by (i) the Directors or (ii) by the vote of a "majority" of the
shareholders of the Money Market Portfolio as set forth in paragraph 6
above, provided that in either event the continuance is also approved by
a majority of the Directors who are not "interested persons" (as defined
in the Investment Company Act) of any party to this Amendment No. 2, by
vote cast in person at a meeting called for the purpose of voting such
approval. The Fund agrees that it will notify the Adviser in writing
each year of such annual approval.
IN WITNESS WHEREOF, the parties hereto have caused this Amendment No. 2 to
be executed by their duly authorized officers on the date and year first above
written.
MARKET STREET FUND, INC.
by
------------------------------
Stanley R. Reber
President
SENTINEL ADVISORS COMPANY
by
------------------------------
Keniston P. Merrill
Chairman and Chief Executive
Officer
17
<PAGE> 20
VOTING INSTRUCTION FORM
MARKET STREET FUND, INC.
VOTING INSTRUCTIONS SOLICITED ON BEHALF OF PROVIDENT MUTUAL LIFE INSURANCE
COMPANY OR PROVIDENTMUTUAL LIFE AND ANNUITY COMPANY OF AMERICA FOR SPECIAL
MEETING OF SHAREHOLDERS OF THE MONEY MARKET PORTFOLIO OF MARKET STREET FUND,
INC. TO BE HELD ON APRIL 25, 1996
I hereby instruct Provident Mutual Life Insurance Company ("PMLIC") or
Providentmutual Life and Annuity Company of America ("PLACA"), as appropriate,
to vote the shares of the Portfolio of Market Street Fund, Inc. (the "Fund")
as to which I am entitled to give instructions at the Special Meeting of
Shareholders of the Fund (the "Meeting") to be held on April 25, 1996, at 9:00
a.m. Eastern Time, or any adjournments thereof at 1600 Market Street,
Philadelphia, Pennsylvania 19103 as follows:
/ / FOR / / AGAINST / / ABSTAIN
(1) Approval of an amendment to the Investment Advisory Agreement
between the Fund and Sentinel Advisors Company ("SAC") extending it
to include SAC providing investment advisory services with respect
to the assets of the Money Market Portfolio.
(2) In the discretion of PMLIC or PLACA upon such other business as may
properly come before the Meeting or any adjournment thereof.
<PAGE> 21
I hereby revoke any and all voting instructions with respect to such
shares heretofore given by me. I acknowledge receipt of the Proxy
Statement dated April 3, 1996. I REALIZE IF I SIGN THIS FORM WITHOUT
CHECKING A BLOCK WITH RESPECT TO A PROPOSAL LISTED ON THE REVERSE SIDE,
MY TIMELY RETURNING OF THIS FORM WILL BE DEEMED TO BE AN INSTRUCTION
TO VOTE IN FAVOR OF THE PROPOSAL.
THESE VOTING INSTRUCTIONS MAY BE REVOKED AT ANY TIME PRIOR TO THE
MEETING BY NOTIFYING THE SECRETARY OF PMLIC OR PLACA, AS APPROPRIATE,
IN WRITING.
--------------------------- -------------------
Signature Date
Policy: WWWWWWWWW
Insured: WWWWWWWWWWWWWWWWWWWWWWWWWWW Please sign, date and return this
Form promptly. Signature should be
exactly as name or names appear
on this Voting Instruction Form. If
the individual signing the form is a
fiduciary (e.g, attorney, executor,
trustee, guardian, etc.) the
individual's signature must be
WWWWWWWWWWWWWWWWWWWWWWWWWWW followed by his or her full title.
WWWWWWWWWWWWWWWWWWWWWWWWWWW
WWWWWWWWWWWWWWWWWWWWWWWWWWW NUMBER OF SHARES FOR WHICH YOU ARE
WWWWWWWWWWWWWWWWWWWWWWWWWWW ENTITLED TO GIVE VOTING INSTRUCTIONS:
WWWWWWWWWWWWWWWWWWWWWWWWWWW
WWWWWWWWWWW Money Market Portfolio
PLEASE RETURN THIS VOTING INSTRUCTION FORM PROMPTLY
- -------------------------------------------------------------------------------
