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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:
/ / Preliminary Proxy Statement / / Confidential,
for Use of the Commission Only
/X/ 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):
/ / $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:
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(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:
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(5) Total Fee Paid:
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/ / Fee paid previously with preliminary materials.
/X/ Fee no longer required.
/ / 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:
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(2) Form, Schedule or Registration Statement No.:
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(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
GROWTH PORTFOLIO
NOTICE OF SPECIAL MEETING OF SHAREHOLDERS
APRIL 24, 1997
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 Growth Portfolio of the Market Street Fund, Inc. (the "Fund")
will be held on April 24, 1997 at 9:00 a.m. Eastern Time, in the third floor
Executive Conference Room, at 1050 Westlakes Drive, Berwyn, Pennsylvania 19312.
The Meeting will be held for the following purposes:
1. To approve or disapprove the investment advisory agreement between the
Fund and Sentinel Advisors Company ("SAC") respecting SAC providing
investment advisory services for the assets of the Growth 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 5,
1997, 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 Growth 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
Adam Scaramella
Secretary
Berwyn, Pennsylvania
March 25, 1997
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MARKET STREET FUND, INC.
103 Bellevue Parkway
Wilmington, Delaware 19809
MARCH 25, 1997
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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 Growth Portfolio of the Fund (the
"Meeting"). The Meeting is to be held on Thursday, April 24, 1997, at 9:00 a.m.,
Berwyn, Pennsylvania, at the offices of PMLIC in the third floor Executive
Conference Room, 1050 Westlakes Drive, Berwyn, 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 March 25,
1997.
At the Meeting, shareholders of the Growth Portfolio (the "Portfolio") will
be asked:
1. To approve or disapprove the investment advisory agreement between the
Fund and Sentinel Advisors Company ("SAC") pursuant to which SAC will
provide investment advisory services 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.
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 previously submitted voting
instructions given to PMLIC or PLACA at any time prior to the Meeting by
notifying the Secretary of the Fund in writing.
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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 5, 1997 as the record
date for the determination of shareholders entitled to notice of and to vote at
the Meeting. As of March 5, 1997, there were outstanding 335,902.82 shares of
stock representing an interest in the Portfolio. None of the directors or
executive officers of the Fund beneficially owns, directly or indirectly, any
shares of the Fund. To the best knowledge of the Board of Directors of the Fund,
PMLIC and PLACA, there are no owners of variable contracts, as of March 5, 1997,
who have the right to instruct PMLIC or PLACA as to 5% or more of the
Portfolio's stock. As of March 5, 1997, PMLIC and PLACA held directly the
following number of shares of the Portfolio's stock 230,045.13 and 105,857.69.
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.
APPROVAL OR DISAPPROVAL OF INVESTMENT
ADVISORY AGREEMENT
Currently, Newbold's Asset Management, Inc. ("NAM") serves as the
investment adviser for the Growth Portfolio pursuant to an investment advisory
agreement dated September 11, 1990 ("NAM Agreement"), which was last approved by
the Shareholders of the Growth Portfolio on August 10, 1990 at a special meeting
of such shareholders.. The continuance of this agreement up to the present was
approved by the Fund's Board on February 28, 1996. The NAM Agreement is attached
hereto as Exhibit A. 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, effective March 11,
1996, extended the agreement to include the Sentinel Growth and Common Stock
Portfolios of the Fund and effective April 25, 1996 further extended the
agreement to include the Money Market Portfolio. On February 27, 1997, 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 NAM
Agreement and approved a separate investment advisory agreement between the Fund
and SAC respecting SAC's provision of investment advice to the fund for the
Growth Portfolio ("SAC Agreement"). The SAC Agreement is substantially similar
to the NAM Agreement and is attached hereto as Exhibit B.
Under the NAM Agreement, NAM receives a fee computed and accrued daily and
paid monthly at an annual rate of 0.50% of the first $20 million of the average
daily net assets of the Growth Portfolio, 0.40% of the next $20 million of the
average daily net assets of the Growth Portfolio, and 0.30% of the average daily
net assets of the Growth Portfolio in excess of $40 million. During 1996, the
Fund paid NAM $592,350. Under the SAC Agreement, SAC would receive a fee
computed and accrued on the same basis as that under the NAM Agreement with
respect to the Growth Portfolio.
SAC, an investment adviser registered under the Investment Advisers Act of
1940 is a general partnership owned and controlled by Sentinel Advisors, Inc.,
an indirectly wholly-owned subsidiary of National Life Insurance Company
("National Life"); Providentmutual Management Co., Inc., an indirectly
wholly-owned subsidiary of Provident Mutual; HTK of Delaware, Inc., a
wholly-owned subsidiary of The Penn Mutual Life Insurance Company ("Penn
Mutual"); and Sentinel Management Company, a partnership of wholly-owned
subsidiaries of National Life, Provident Mutual and Penn Mutual, which is SAC's
Managing General Partner. SAC is located at National Life Drive, Montpelier,
Vermont 05604. In addition to providing investment advisory services to certain
portfolios of the Fund, SAC provides investment advisory and
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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 SAC Agreement was approved by a majority of the Fund's Board of
Directors, including a majority of its "non-interested" directors on February
27, 1997 and if approved by the shareholders will become effective on May 1,
1997. After approval by the shareholders, the SAC Agreement shall continue until
December 31, 1998 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 Portfolio, as defined in sec.13(b) of the Investment Company
Act of 1940, 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 NAM 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 defined
in sec.13(b) of the Investment Company Act of 1940, or (iii) by the Adviser on
sixty days written notes and is terminated automatically in the event of its
assignment, will continue in effect from year to year as long as continuance is
approved at least annually by a majority of the "non-interested" members of 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.
Under the Amendment to the SAC Agreement, as under the NAM 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 Growth
Portfolio.
This discussion of the SAC Agreement and the NAM Agreement is qualified in
its entirety by reference to the SAC Agreement and the NAM Agreement as set
forth in Exhibit A and B to this Statement.
In determining whether it was appropriate to terminate the NAM Agreement
and approve (and recommend to shareholders that they approve) the proposed SAC
Agreement, the Board of Directors, including the "non-interested" directors,
considered matters and materials provided by NAM and SAC as well as a report by
an independent consultant. The independent consultant's report compared the
performance,
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portfolio composition and volatility of the Portfolio under NAM's management and
a similar portfolio managed by SAC over the past ten years. The report analyzed,
among other things, the relative weightings of "value" vs. "growth" type stocks
in each of these portfolios, the annual portfolio turnover rates of each and the
styles of equity management utilized by NAM and SAC. Representatives of NAM and
SAC also made brief presentations to the Board of Directors. In addition to the
foregoing, the Board of Directors considered information about, among other
things, the following: (1) the nature and quality of services that NAM has
provided to the Portfolio over recent years, (2) the nature and quality of
services that SAC has provided to other of the Fund's portfolios in recent
years, (3) the qualifications of the personnel of NAM and SAC, (4) recent
changes in senior personnel and organizational structure at NAM over the past
two years, (5) the recent policies and practices of both SAC and NAM in
assigning personnel resources to the Portfolio or other portfolios of the Fund,
(6) the projected profitability to SAC of managing the Portfolio over the next
year, and (7) any significant regulatory compliance issues that might have
affected either NAM or SAC.
In their deliberations regarding the termination of the NAM Agreement and
the approval of the proposed SAC Agreement, the Board of Directors focused most
of their attention on the information in items (1), (2) and (4) as well as on
the report of the independent consultant. In addition, the Board also considered
the fact that the advisory fees are identical under both the NAM Agreement and
the SAC Agreement and the fact that PMLIC has a significant ownership interest
in SAC. Finally, the Board gave considerable weight to the recent changes of
NAM's style of managing equity portfolios and the similarity of SAC's style to
the manner the Portfolio was historically managed.
THE BOARD OF DIRECTORS OF THE FUND UNANIMOUSLY RECOMMENDS THAT SHAREHOLDERS
OF THE GROWTH PORTFOLIO VOTE TO APPROVE THE INVESTMENT ADVISORY AGREEMENT
BETWEEN THE FUND AND SENTINEL ADVISORS COMPANY.
OTHER MATTERS
UNDERWRITING AGREEMENTS:
1717 Capital Management Company ("1717") 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 27, 1997, the Board of
Directors, including a majority of the "non-interested" directors, approved the
continuance of this agreement, as amended. 1717 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.
1717 is registered with the Commission under the Securities Exchange Act of
1934 as a broker dealer, and is a member of the National Association of
Securities Dealers, Inc. 1717 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
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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, 1050 Westlakes
Drive, Berwyn, PA 19312, (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
I. PRINCIPAL EXECUTIVE OFFICERS OF SAC
<TABLE>
<CAPTION>
NAME PRINCIPAL OCCUPATION
- -------------------------------------------------- ------------------------------------------
<S> <C>
Keniston P. Merrill............................... Chief Executive Officer
Rodney A. Buck.................................... Senior Vice President
Vice President and Director of Equity
Robert L. Lee, Jr................................. Research
Dean C. Howe...................................... Treasurer
D. Russell Morgan................................. Counsel
</TABLE>
SAC is a partnership, owned and controlled by Sentinel Advisors, Inc., an
indirectly wholly-owned subsidiary of National Life Insurance Company ("National
Life"); Providentmutual Management Co., Inc., an indirectly wholly-owned
subsidiary of Provident Mutual; HTK of Delaware, Inc., a wholly-owned subsidiary
of The Penn Mutual Life Insurance Company ("Penn Mutual"); and Sentinel
Management Company, a partnership of wholly-owned subsidiaries of National Life,
Provident Mutual and Penn Mutual, which is SAC's Managing General Partner.
The address of all SAC officers and the Managing General Partner is:
Sentinel Advisors Company
One National Life Drive
Montpelier, VT 05604
II.
The following is a list of the other registered investment company and
other clients of SAC, their net assets as of December 31, 1996 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 ($104.5 million), Growth Fund
($68.1 million), World Fund ($75.1 million), and Balanced Fund ($299.2
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;
The fee paid to SAC during 1996 was $606,143 for the Emerging Growth
Fund, $408,970 for the Growth Fund, $410,600 for the World Fund and
$1,816,160 for the Balanced Fund.
(2) With respect to the Common Stock Fund ($1,284.9 million);
0.55% per annum on the average daily net assets of the fund;
The fee paid to SAC during 1996 for the Common Stock Fund was
$6,465,612.
(3) With respect to the Bond ($101.9 million), Tax-Free Income ($98.9
million) New York Tax Free Income ($5.8 million), Government Securities
($89.8 million) and Short-Intermediate Government Funds ($38.2 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;
The fee paid to SAC during 1996 was $544,871 for the Bond Fund, $543,844
for the Tax-Free Income Fund, $29,353 for the New York Tax Free Income
Fund, $519,717 for the Government Securities Fund and $196,596 for the
Short-Intermediate Government Fund.
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(4) With respect to the 100% U.S. Treasury Money Market Fund ($86.2
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;
The fee paid to SAC during 1996 for the U.S. Treasury Money Market Fund
was $331,675.
(B) As compensation for its services to Sentinel Pennsylvania Tax-free
Trust ($34.0 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;
The fee paid to SAC during 1996 for the Sentinel Pennsylvania Tax-Free
Trust was $188,994.
(C) As compensation for its services to each of the six 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;
The fee paid to SAC during 1996 for the Bond Portfolio was $53,767.
(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;
The fee paid to SAC during 1996 for the Managed Portfolio was $157,156.
(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;
The fee paid to SAC during 1996 for the Aggressive Growth Portfolio was
$134,923.
(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.
The fee paid to SAC during 1996 for the Sentinel Growth Portfolio was
$20,371.
(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.
The fee paid to SAC during 1996 for the Common Stock Portfolio was
$17,385.
(6) With respect to Money Market Portfolio ($81,882)
0.25% per annum on the average daily net assets of the Portfolio.
The fee paid to SAC during 1996 for the Money Market Portfolio was
$81,712.
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EXHIBITS
A. Investment Advisory Agreement dated September 11, 1990 between Fund and NAM.
B. Investment Advisory Agreement dated May 1, 1997 between the Fund and SAC.
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EXHIBIT A
INVESTMENT ADVISORY AGREEMENT
AGREEMENT, dated September 11, 1990, between Market Street Fund, Inc. (the
"Fund"), a corporation organized under the laws of the State of Maryland, and
Newbold's Asset Management, Inc. (the "Adviser"), a corporation organized under
the laws of the Commonwealth of Pennsylvania.
WHEREAS, the Fund is a registered investment company under the Investment
Company Act of 1940 ("Investment Company Act") which maintains several
investment portfolios for the use of the Fund's shareholders which are separate
accounts established and maintained by insurance companies;
WHEREAS, one of the Fund's portfolios, the Growth Portfolio, has the
current objective of achieving intermediate and long-term capital growth by
investing in common stocks of companies believed to offer above average growth
potential over both the intermediate and the long-term, with current income as a
secondary consideration;
WHEREAS, the Fund desires that Newbold's Asset Management, Inc. act as
investment adviser with respect to the Growth Portfolio;
WHEREAS, the Investment Company Act prohibits any person from acting as
investment adviser of a registered 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 Growth Portfolio ("Growth Portfolio") in
accordance with the Growth 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 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 Growth Portfolio. 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
Growth Portfolio as set forth in the Fund's prospectus, as amended from
time to time;
(b) consult with the Directors and furnish to the Directors
recommendations with respect to an overall investment plan and any changes
thereto for the Growth Portfolio 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;
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(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 Growth Portfolio, 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 the Growth Portfolio,
including the purchase, retention or sale of the securities and cash
contained in that Portfolio.
3. The Adviser shall effect all purchases and sales of investments for the
Growth Portfolio 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 Growth Portfolio. 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 the Growth Portfolio and a statement of all
purchases and sales for the Growth 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 Growth Portfolio as required by law.
The Adviser agrees that all accounts and records which it maintains for the
Fund's Growth Portfolio 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 Growth Portfolio of the Fund. 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 Growth
Portfolio 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) In consideration of the services rendered pursuant to this
Agreement, the Fund shall pay the Adviser monthly compensation at an effective
annual rate of 0.50% of the first $20 million of the average daily net assets of
the Growth Portfolio, 0.40% of the next $20 million of the average daily net
assets of the Growth Portfolio, and 0.30% of the average daily net assets of the
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 Growth Portfolio. All brokers' commissions, transfer taxes and
other fees relating to purchases and sales of investments for the Growth
Portfolio shall be paid out of assets allocated to the Growth Portfolio.
8. The Adviser shall, subject to the supervision of the Directors, arrange
for the placement of orders for the Growth Portfolio, 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
10
<PAGE> 13
to the following limitation: the Adviser shall use its best judgment to choose
brokers who will obtain the best prices and executions on 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 judgement or mistake of
law or for any loss suffered by the Growth Portfolio 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
thought the Adviser, any affiliate of the Adviser, or any such other person has
or may have investment policies similar to those for the Growth Portfolio, 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 interest 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 Growth Portfolio 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 Growth Portfolio.
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 the Growth Portfolio.
When the Adviser deems the purchase or sale of a security to be in the best
interests of the Growth Portfolio 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 the Growth
Portfolio 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 Growth Portfolio 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 Growth Portfolio.
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
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 Agreement. This Agreement shall come into full force and effect on May 1,
1989, 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
11
<PAGE> 14
have been approved by a vote of the "majority" of the outstanding shares (as
defined in the Investment Company Act) of the Growth Portfolio.
12. This Agreement shall continue until December 31, 1989 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 a vote of a majority of the shareholders of the Growth 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
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 PMLIC 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
12
<PAGE> 15
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:
----------------------------------------
Stanley R. Reber
- --------------------------------------------
NEWBOLD'S ASSET MANAGEMENT, INC.
Witness
By:
----------------------------------------
- --------------------------------------------
</TABLE>
13
<PAGE> 16
EXHIBIT B
INVESTMENT ADVISORY AGREEMENT
AGREEMENT, dated as of May 1, 1997, 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 Growth Portfolio of the Fund has the current objective of
achieving intermediate and long-term growth of capital; with a reasonable level
of income being an important objective but not the primary objective;
WHEREAS, the Fund desires that Sentinel Advisors Company act as investment
adviser with respect to the Growth Portfolio;
WHEREAS, the Investment Company Act prohibits any person from acting as an
investment advisor to an 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 Growth Portfolio
(the "Portfolio") in accordance with the 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 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 Portfolio. 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 Portfolio as set forth in the Fund's prospectus, as amended
from time to time;
(b) consult with the Directors and furnish to the Directors
recommendations with respect to an overall investment plan and any
changes thereto for the Portfolio for approval, modification, or
rejection by the Directors;
(c) select 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
Portfolio, and
14
<PAGE> 17
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 the Portfolio, including
the purchase, retention or sale of the securities and cash contained
in the Portfolio.
3. The Adviser shall effect all purchases and sales of investments for
the Portfolio 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 Portfolio.
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 Portfolio as required by law.
The Adviser agrees that all accounts and records which it maintains for
the Fund's Portfolio 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 Portfolio.
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 Portfolio, the Adviser will be
compensated monthly in arrears at the effective annual rate of
0.50% of the first $20 million of the average daily net assets of
the Portfolio, 0.40% of the next $20 million of the average daily
net assets of the Portfolio, and 0.30% of the average daily net
assets of the 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 Portfolio. All
brokers' commissions, transfer taxes and other fees relating to
purchases and sales of investments shall be paid out of assets allocated
to the Portfolio.
8. The Adviser shall, subject to the supervision of the Directors,
arrange for the placement of orders for the Portfolio, 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,
15
<PAGE> 18
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 Portfolio in connection with the
subject matter of this Agreement unless such loss arises from willful
misfeasance 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
Portfolio, 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 Portfolio 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 Portfolio.
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 the
Portfolio. When the Adviser deems the purchase or sale of a security to
be in the best interests of any of the Portfolio 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 Portfolio 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 Portfolio 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 Portfolio.
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 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
16
<PAGE> 19
parties to this Agreement. This Agreement shall come into full force and
effect on May 1, 1997, 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 Portfolio.
12. This Agreement shall continue until December 31, 1998 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
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 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 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
amendment 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, Providentmutual Life and Annuity
Company of America, National Life Insurance Company or the Fund, present
or future, any materials reasonably related to the investment advisory
services provided hereunder, as may be
17
<PAGE> 20
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:
----------------------------------------
Stanley R. Reber
- --------------------------------------------
SENTINEL ADVISORS COMPANY
Witness
By:
----------------------------------------
Keniston P. Merrill, Chairman
- --------------------------------------------
</TABLE>
18
<PAGE> 21
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 GROWTH PORTFOLIO OF MARKET STREET FUND,
INC. TO BE HELD ON APRIL 24, 1997
I hereby instruct Provident Mutual Life Insurance Company ("PMLIC") or
Providentmutual Life Annuity Company of America ("PLACA"), as appropriate, to
vote the shares of the Growth 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 24, 1997, at
9:00 a.m. Eastern Time, or any adjournments thereof at 1600 Market Street,
Berwyn, Pennsylvania 19321 as follows:
/ / FOR / / AGAINST / / ABSTAIN
(1) Approval of the Investment Advisory Agreement between the Fund and
Sentinel Advisors Company ("SAC") regarding SAC providing
investment advisory services with respect to the assets of the
Growth Portfolio.
(2) In the discretion of PMLIC and PLACA upon such other business as
may properly come before the Meeting or any adjournment thereof.
<PAGE> 22
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
March 25, 1997. 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: WWWWWWWWWW
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 Growth Portfolio
PLEASE RETURN THIS VOTING INSTRUCTION FORM PROMPTLY
- --------------------------------------------------------------------------------
