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MARKET STREET FUND, INC.
SUPPLEMENT DATED APRIL 17, 2000
TO THE PROSPECTUS DATED FEBRUARY 24, 2000
This supplement describes certain changes to your shares in the All Pro Large
Cap Value Portfolio issued by Market Street Fund, Inc.
CHANGE IN SUBADVISER
On or about April 3, 2000, Sanford C. Bernstein & Company, Inc. ("Bernstein")
replaced Harris Associates, Inc. as a subadviser to the All Pro Large Cap Value
Portfolio. From its investment advisory fees, Market Street Investment
Management Company pays Bernstein a monthly fee based on the average daily net
assets of the Portfolio managed by Bernstein at the following annual rates:
Annual Rate Average Daily Net Assets
- ----------- ------------------------
0.60%.............................of the first $10,000,000
0.50%.............................of the next $15,000,000
0.40%.............................of the next $25,000,000
0.30%.............................of the next $50,000,000
0.25%.............................of the next $50,000,000
0.225%............................of the next $50,000,000
0.20%.............................of the next $50,000,000
0.175%............................of the next $50,000,000
0.15%.............................of amounts in excess of $300,000,000
Bernstein has over 30 years of experience in managing money for institutional
clients and high net worth individuals. Bernstein, which is located at 767 Fifth
Avenue, New York, New York 10153, currently manages over $87.8 billion in
assets.
Bernstein's following investment professionals have served as portfolio managers
since March 24, 2000: (1) Marilyn G. Fedak, Chief Investment Officer and
Chairman of the U.S. Equity Investment Policy Group at Bernstein since 1972; has
managed portfolio investments since 1976; joined Bernstein in 1984; B.A., Smith
College; M.B.A., Harvard Business School; and (2) Steven Pisarkiewicz, with
Bernstein since 1989; Senior Portfolio Manager since 1997; B.S., University of
Missouri; M.B.A., University of California at Berkeley.
This supplement should be retained with the prospectus for future reference.
