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EXHIBIT 6(a)
UNDERWRITING AGREEMENT
AGREEMENT made November ll, 1985, by and between the Market Street Fund,
Inc. (the "Fund"), a Maryland corporation, and PML Securities Company ("PML"), a
Pennsylvania corporation.
WITNESSETH:
WHEREAS, the Fund is registered under the Investment Company Act of 1940
as a diversified open-end investment company and proposes to offer its shares
continuously to the Separate Accounts of Provident Mutual Variable Life
Insurance Company and Provident Mutual Life Insurance Company of Philadelphia to
("Accounts") fund the benefits under Variable Life Insurance Contracts (the
"Contracts") issued by the above-mentioned companies;
WHEREAS, the Fund currently is comprised of four separate Portfolios, each
of which pursues its investment objective through separate investment policies;
WHEREAS, PML is registered under the Securities Exchange Act of 1934 and
is a member of the National Association of Securities Dealers, Inc.; and
WHEREAS, the Fund and PML wish to enter into an agreement to have PML act
as the Fund's principal underwriter for the sale of the Fund's shares to the
Accounts;
NOW, THEREFORE, the parties agree as follows:
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1. Appointment of the Underwriter
The Fund hereby appoints PML as the principal underwriter of the Fund to
sell its shares to the Accounts and PML hereby accepts such appointment.
2. Exclusive Nature of Duties
PML shall be the exclusive representative of the Fund to act as principal
underwriter.
3. Purchase of Shares from the Fund
(a) The Fund will offer, and PML shall have the right to buy, the Fund
shares needed to fill unconditional orders for shares of the Fund placed with
PML by the Accounts. The price which PML shall pay for the shares of each
Portfolio so purchased shall be the net asset value per share of such Portfolio,
as determined on the basis set forth in Section 3(c) of this Agreement.
(b) The shares of each Portfolio are to be resold by PML to the
Accounts at the net asset value per share of such Portfolio.
(c) On each day in which the net asset value of the shares of any
Portfolio is determined, the Fund shall provide PML with the net asset value of
such shares by 5:30 p.m. New York City time or at such later time as shall be
agreed to by the parties. The net asset value of such shares shall be determined
in accordance with the method set forth in the Registration Statement of the
Fund.
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(d) The Fund shall have the right to suspend the sale of shares of any
of its Portfolios at times when redemption of any such shares is suspended
pursuant to the conditions set forth in Section 4(b) of this Agreement. The Fund
shall also have the right to suspend the sale of shares of any or all of its
Portfolios if trading on the New York Stock Exchange shall have been suspended,
if a banking moratorium shall have been declared, or if there shall have been
some other extraordinary event that, in the judgment of the Fund, makes it
impracticable to sell any such shares.
4. Redemption of Shares by the Fund
(a) Any of the outstanding shares of each Portfolio may be tendered for
redemption at any time, and the Fund agrees to redeem any such shares so
tendered in accordance with the applicable provisions of the Prospectus and
Article V of the Fund's Articles of Incorporation. The redemption price is the
net asset value per share next determined after the initial receipt of proper
notice of redemption.
(b) The right to redeem shares or to receive payment with respect to
any redemption may be suspended only for any period during which trading on the
New York Stock Exchange is restricted as determined by the Securities and
Exchange Commission as a result of which disposal of a Portfolio's securities or
determination of the net asset value of each Portfolio is not reasonably
practicable, and for such other periods as the Securities and Exchange
Commission may by order permit for the protection of shareholders of each
Portfolio.
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5. Interests in and of PML
It is understood that any of the shareholders, directors, officers,
employees and agents of the Fund may be a shareholder, director, trustee,
officer, employee or agent of, or be otherwise interested in, PML, any
affiliated person of PML, any organization in which PML may have an interest or
any organization which may have an interest in PML; that PML, any such
affiliated person or any such organization may have an interest 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 PML, respectively, or by specific
provisions of applicable law.
6. Duties of the Fund
(a) The Fund shall furnish to PML copies of all information, financial
statements and other papers which PML may reasonably request for use in
connection with the distribution of the shares of the Fund.
(b) The Fund shall take, from time to time, subject to the necessary
approval of its shareholders, all necessary action to fix the number of its
authorized shares and to register shares under the Securities Act of 1933, in
order that there will be available for sale such number of shares as investors
may reasonably be expected to purchase.
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(c) The Fund shall use its best efforts to qualify and maintain the
qualification of an appropriate number of shares of each of its Portfolios for
sale under the securities laws of such states as PML and the Fund may approve,
if such qualification is required by such securities laws. Any such
qualification may be withheld, terminated or withdrawn by the Fund at any time
in its discretion.
7. Duties of PML
In selling the shares of the Fund, PML shall use its best efforts to
conform with the requirements of all federal and state laws and regulations, and
the regulations of the National Association of Securities Dealers, Inc.,
relating to the sale of such securities. PML is not authorized by the Fund to
give any information or make any representations, other than those contained in
the registration statement for the Fund and its shares, the Prospectus, and any
sales literature specifically approved by the Fund. Nothing contained in this
Agreement shall prevent PML from entering into underwriting arrangements with
other investment companies.
8. Duration and Termination of this Agreement
This Agreement shall become effective as of the date first written
above and shall remain in force thereafter so long as it is approved at least
annually by (i) a majority of the noninterested members of the Fund's Board of
Directors; and (ii) a majority of the entire Board of Directors or a majority
vote of the shares of each Portfolio.
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This Agreement may be terminated at any time without penalty on at
least sixty days notice by the Fund's Board of Directors or by a majority vote
of its shareholders, with respect to any Portfolio by a majority vote of the
shareholders of the capital stock of such Portfolio, or by PML on sixty days
notice.
This Agreement shall terminate automatically in the event of its
assignment.
THE MARKET STREET FUND, INC.
By /s/ XXXXXXX X. XXXXX
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President
PML SECURITIES COMPANY
By [sig]
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President
