February 29, 1996
VIA EDGAR FILING
U.S. Securities & Exchange Commission
ATT: Filing Desk
450 5th Street, N.W.
Washington, DC 20549
RE: Rule 24(f)-2 Notice for Market Street Fund, Inc.
File No. 2-98755
Dear Gentlemen and Ladies:
Pursuant to Rule 24(f)-2 of the Investment Company Act of 1940, the above
referenced Fund hereby files the following:
1. Rule 24(f)-2 Notice; and
2. Opinion of Counsel.
There is no fee due since Registrant, a registered investment company, sells
its shares exclusively to its affiliate, American Skandia Life Assurance
Corporation's ("ASLAC") Unit Investment Trust separate accounts that fund
variable annuity contracts issued by ASLAC. ASLAC's Unit Investment Trust
separate accounts continue to pay the same fee previously paid, that is 1/29
of one percent of the maximum aggregate sale price for which such securities
were sold, with any applicable offset permitted by paragraph (c) of Rule
24f-2.
We will obtain confirmation of this filing via our CompuServe account,
72741,733. If there are any questions on this filing, I can be reached at
(302) 791-2919.
Very truly yours,
Wendy McGee
Legal Assistant
U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 24f-2
Annual Notice of Securities Sold
Pursuant to Rule 24f-2
1. Name and address of issuer: Market Street Fund, Inc.
103 Bellevue Parkway
Wilmington, DE 19809
2. Name of each series or class of funds for which this notice is filed:
Market Street Growth Portfolio
Market Street Money Market Portfolio
Market Street Bond Portfolio
Market Street Managed Portfolio
Market Street Aggressive Growth Portfolio
Market Street International Portfolio
3. Investment Company Act File Number: 811-4350
Securities Act File Number: 2-98755
4. Last day of fiscal year for which this notice is filed: 12/31/95
5. Check box if this notice is being filed more than 180 days after the close
of the issuer's fiscal year for purposes of reporting securities sold
after the close of the fiscal year but before termination of the issuer's
24f-2 declaration:
[ ]
6. Date of termination of issuer's declaration under rule 24f-2(a)(1), if
applicable:
N/A
7. Number and amount of securities of the same class or series which had been
registered under the Securities Act of 1933 other than pursuant to rule
24f-2 in a prior fiscal year, but which remained unsold at the beginning
of the fiscal year:
None
8. Number and amount of securities registered during the fiscal year other
than pursuant to rule 24f-2:
None
9. Number and aggregate sale price of securities sold during the fiscal year:
Number Sale Price
Market Street Growth Portfolio 1,376,728 $20,320,117
Market Street Money Market Portfolio 52,460,129 52,460,129
Market Street Bond Portfolio 305,883 3,174,937
Market Street Managed Portfolio 340,442 4,456,503
Market Street Aggressive Growth Portfolio 489,394 8,017,391
Market Street International Portfolio 861,466 10,317,409
Total 55,834,042 $98,746,486
10. Number and aggregate sale price of securities sold during the fiscal year
in reliance upon registration pursuant to rule 24f-2:
Number Sale Price
Market Street Growth Portfolio 2,337,918 $33,193,164
Market Street Money Market Portfolio 53,879,375 53,879,375
Market Street Bond Portfolio 378,188 3,911,063
Market Street Managed Portfolio 454,898 5,904,243
Market Street Aggressive Growth Portfolio 498,166 8,149,232
Market Street International Portfolio 937,530 11,165,522
Total 58,486,075 $116,202,599
11. Number and aggregate sale price of securities issued during the fiscal
year in connection with dividend reinvestment plans, if applicable:
Number Sale Price
Market Street Growth Portfolio 961,190 $12,873,047
Market Street Money Market Portfolio 1,419,246 1,419,246
Market Street Bond Portfolio 72,305 736,126
Market Street Managed Portfolio 114,456 1,447,740
Market Street Aggressive Growth Portfolio 8,772 131,841
Market Street International Portfolio 76,064 848,113
Total 2,652,033 $17,456,113
12. Calculation of registration fee:
(i) Aggregate sale price of securities sold during the fiscal year in
reliance on rule 24f-2 (from Item 10): $ 98,746,487
(ii) Aggregate price of shares issued in connection with dividend
reinvestment plans (from Item 11, if applicable): + 17,456,113
(iii) Aggregate price of shares redeemed or repurchased during the fiscal
year (if applicable): - 62,438,066
(iv) Aggregate price of shares redeemed or repurchased and previously
applied as a reduction to filing fees pursuant to rule 24e-2 (if
applicable) + 0
(v) Net aggregate price of securities sold and issued during the fiscal
year in reliance on rule 24f-2 [line (i), plus line (ii), less line
(iii), plus line (iv)] (if applicable): $ 53,764,534
(vi) Multiplier prescribed by Section 6(b) of the Securities Act of 1933
or other applicable law or regulation: \ 2900
(vii) Fee due [line (i) or line (v) multiplied by line (vi)]: $ N/A
13. Check box if fees are being remitted to the Commission's lockbox
depository as described in section 3a of the Commission's Rules of
Informal and Other Procedures (17 CFR 202.3a).
[ ]
Date of mailing or wire transfer of filing fees to the Commission's
lockbox depository:
SIGNATURES
This report has been signed below by the following persons on behalf of the
issuer and in the capacities and on the dates indicated.
By \s\ Stanley R. Reber
Stanley R. Reber
President
Date February 28, 1996
Provident Mutual
1600 Market Street
P.O. Box 7378
Philadelphia, PA 19101
Telephone (215) 636-5272
Fax (215) 636-5129
Linda E. Senker
Associate General Counsel
February 28, 1996
Market Street Fund, Inc.
103 Bellevue Parkway
Wilmington, DE 19809
RE: Rule 24f-2 Notice
File No. 2-98755
Dear Sir:
You have requested my opinion in connection with the Notice which you propose
to file pursuant to Rule 24f-2 under the Investment Company Act of 1940 with
respect to 1,665,085 shares of your Growth Portfolio, 13,575,595 shares of
your Money Market Portfolio, 272,148 shares of your Bond Portfolio, 79,178
shares of your Managed Portfolio, 372,182 shares of your Aggressive Growth
Portfolio and 596,440 shares of your International Portfolio, $.01 par value
each.
As your Counsel, I am familiar with with your organization and corporate
status and the validity of such shares. In my opinion, such shares were
legally and validly issued, fully paid and non-assessable.
I consent to the filing of this opinion with the Securities and Exchange
Commission in connection with the Notice referred to above. In giving such
consent, I do not thereby admit that I come within the category of persons
whose consent is required under Section 7 of the Securities Act of 1933.
Sincerely,
\s\ Linda E. Senker
Linda E. Senker
