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EXHIBIT 13.b.
[NATIONAL LIFE OF VERMONT LETTERHEAD]
March 14, 1996
Market Street Fund, Inc.
000 Xxxxxxxx Xxxxxxx
Xxxxxxxxxx, XX 00000
Dear Sirs:
By this letter, National Life Insurance Company ("National Life")
agrees to purchase from Market Street Fund, Inc. (the "Fund") shares of common
stock ($.01 per value) for an aggregate purchase price of $10,000,000.00, on
the terms and conditions set forth herein and in the prospectus described
below. Half of such shares are allocated to each of the Sentinel Growth
Portfolio and the Common Stock Portfolio (each, a "Portfolio") of the Fund.
This purchase is being made in connection with providing capital to the Fund
with respect to the Portfolios. All shares to be purchase are to be validly
issued, fully paid, and nonassessable upon issuance of such shares and receipt
of payment by the Fund.
National Life understands that the Fund has filed with the Securities
and Exchange Commission (the "SEC") a registration statement (File No. 2-98755)
on Form N-1A to register the Fund with the SEC under the Investment Company Act
of 1940, and to register the shares with the SEC under the Securities Act of
1933. The registration statement contains the prospectus describing the Fund
and the shares. National Life acknowledges that it has received and
understands a copy of the registration statement.
National Life represents that it is purchasing the shares for its own
account, for investment, in order to provide initial capital, or "seed money"
for the Portfolios and not with any present intent to distribute, sell, resell
or otherwise dispose of the shares, either in whole or in part.
National Life will not redeem the shares of any Portfolio purchased by
it until the assets of the Portfolio (reflecting the shares purchased by
National Life plus shares owned by the other Portfolio investors) are large
enough, in National Life's reasonable judgment, so that a requested redemption
will not have an adverse effect upon the investment performance of the
Portfolio. Once this determination has been made, National Life may request to
redeem its shares from time to time, and the Portfolio shares held by National
Life will be redeemed in accordance with the provisions described in the Fund's
then current prospectus.
Very truly yours,
NATIONAL LIFE INSURANCE COMPANY
By: /s/ XXXXXX X. XXXX
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Xxxxxx X. Xxxx,
Senior Vice President
