February 19, 1997
U.S. Securities and Exchange Commission
Attn: 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.
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
Enclosures
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
Market Street Common Stock Portfolio
Market Street Sentinel Growth 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: December 31, 1996
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 1,276,805 $ 20,944,472
Market Street Money Market Portfolio 82,625,391 82,625,391
Market Street Bond Portfolio 382,375 4,040,320
Market Street Managed Portfolio 506,385 7,070,251
Market Street Aggressive Growth Portfolio 441,008 7,446,728
Market Street International Portfolio 987,809 12,532,647
Market Street Common Stock Portfolio 577,729 5,835,026
Market Street Sentinel Growth Portfolio 508,647 5,090,047
Total 87,306,149 $145,584,882
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 2,079,813 $ 33,672,206
Market Street Money Market Portfolio 84,829,403 84,829,403
Market Street Bond Portfolio 465,461 4,915,202
Market Street Managed Portfolio 716,165 9,932,483
Market Street Aggressive Growth Portfolio 626,727 10,271,510
Market Street International Portfolio 1,168,675 14,768,151
Market Street Common Stock Portfolio 582,855 5,888,742
Market Street Sentinel Growth Portfolio 508,647 5,090,047
Total 90,977,746 $169,367,744
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 803,008 $ 12,727,734
Market Street Money Market Portfolio 2,204,012 2,204,012
Market Street Bond Portfolio 83,086 874,882
Market Street Managed Portfolio 209,780 2,862,232
Market Street Aggressive Growth Portfolio 185,719 2,824,782
Market Street International Portfolio 180,866 2,235,504
Market Street Common Stock Portfolio 5,126 53,716
Market Street Sentinel Growth Portfolio 0 0
Total 3,671,597 $ 23,782,862
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): $ 145,584,882
(ii) Aggregate price of shares issued in connection with
dividend reinvestment plans (from Item 11, if applicable): + 23,782,862
(iii) Aggregate price of shares redeemed or repurchased
during the fiscal year (if applicable): - 92,779,437
(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): $ 76,588,307
(vi) Multiplier prescribed by Section 6(b) of the Securities
Act of 1933 or other applicable law or regulation: / 3300
(vii) Fee due [line (i) or line (v) multiplied by line (vi)]:$ 0
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/Rosanne Gatta
Rosanne Gatta
Treasurer
Date: February 18, 1997
February 14, 1997
Market Street Fund, Inc.
1050 Westlakes Drive
Berwyn, PA 19312
Re: Rule 24f-2 Notice
File No. 2-98755
Dear Sir/Madam:
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 1,276,805 shares of your Growth Portfolio, 82,625,391 shares
of your Money Market Portfolio, 382,375 shares of your Bond Portfolio,
506,385 shares of your Managed Portfolio, 441,008 shares of your
Aggressive Growth Portfolio, 987,809 shares of your International
Portfolio, 577,729 shares of your Common Stock Portfolio, and 508,647 shares
of your Sentinel Growth Portfolio, $.01 par value each.
As you Counsel, I am familiar 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 hereby admit that I come within the category of persons
whose consent is required under Section 7 of the Securities Act of 1933.
Very truly yours,
/s/Adam Scaramella
Adam Scaramella
