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EXHIBIT 5.f
AMENDMENT NO. 1 TO INVESTMENT ADVISORY AGREEMENT
This is Amendment No. 1, dated as of March 11, 1996, to the Investment
Advisory Agreement (the "Agreement") dated March 1, 1993, 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; and
WHEREAS, the Adviser currently provides investment advisory services in
accordance with the Agreement for the Fund's Bond, Managed and Aggressive
Growth Portfolios; and
WHEREAS, the Fund has created two new portfolios, the Common Stock
Portfolio and the Sentinel Growth Portfolio, for which the Fund desires that
the Adviser act as investment adviser; and
WHEREAS, the Common Stock Portfolio of the Fund has the current investment
objective of seeking a combination of long-term growth of capital and current
income with relatively low risk by investing in common stocks of many
well-established companies; and
WHEREAS, the Sentinel Growth Portfolio has the current investment
objective of seeking long-term growth of capital through equity participation
in companies having growth potential believed by the Adviser to be more
favorable than the U.S. economy as a whole, with a focus on relatively
well-established companies; and
WHEREAS, the Adviser desires to act as investment adviser to the Common
Stock and Sentinel Growth Portfolios under the terms hereof; and
WHEREAS, the Adviser is registered as an investment adviser under the
Investment advisers Act of 1940, as amended (the "Advisers Act"); and
WHEREAS, the Investment Company Act prohibits any person from acting as an
adviser to an investment company except pursuant to a written agreement;
NOW, THEREFORE, the Fund and the Adviser hereby agree as follows:
1. The Agreement shall continue in full force and effect as to the Fund's
Bond, Managed and Aggressive Growth Portfolios, without change.
2. 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
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with respect to the Fund's Common Stock and Sentinel Growth Portfolios
(the "Portfolios"), in accordance with the Portfolios' investment objectives,
policies and restrictions as stated in the Fund's prospectus, as from time to
time in effect, the Articles of Incorporation and Bylaws of the Fund, 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 in this Amendment No. 1. 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.
3. 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 Portfolios, and in so doing, shall provide the same
services as set forth in paragraphs 2, 3, 4 and 5 of the Agreement with
respect to the Bond, Managed and Aggressive Growth Portfolios.
4. (a) For the services provided to the Portfolios, the Adviser will be
compensated monthly at the effective annual rates set forth below:
Common Stock Portfolio -- 0.40% of the first $100 million of the average
daily net assets of the Common Stock Portfolio and 0.35% of the average daily
net assets of the Common Stock Portfolio in excess of $100 million.
Sentinel Growth Portfolio -- 0.50% of the first $20 million of the average
daily net assets of the Sentinel Growth Portfolio, 0.40% of the next $20
million of the average daily net assets of the Sentinel Growth Portfolio, and
0.30% of the average daily net assets of the Sentinel Growth Portfolio in
excess of $40 million.
(b) If this Amendment No. 1 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.
5. The provisions of paragraphs 7, 8, 9, 10, 13, 14, 15, 16, 17, 19 and
20 of the Agreement shall apply to the provision of investment advisory
services to the Common Stock and Sentinel Growth Portfolios under this Amendment
No. 1 in the same way that such provisions apply to the provision of investment
advisory services to the Bond, Managed and Aggressive Growth Portfolios
pursuant to the Agreement.
6. This Amendment No. 1 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 Amendment No. 1. This Amendment No. 1 shall come into full
force and effect on March 11, 1996, or upon effectiveness of the amendment to
the Fund's registration statement reflecting this Amendment No. 1 filed with
the Securities and Exchange Commission under the Securities Act of 1933,
whichever is later, provided this Amendment No. 1 shall have been approved by a
vote of the "majority" (as defined in the Investment Company Act) of the
outstanding shares of the applicable Portfolio.
7. This Amendment No. 1 shall continue until December 31, 1997 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
applicable Portfolio as set forth in
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paragraph 6 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 Amendment No. 1, 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.
8. The Adviser shall submit to all regulatory and administrative bodies
having jurisdiction over the operations of any insurance company whose separate
accounts have any interest in the Portfolios, or in any of the other portfolios
of the Fund, present or future, any materials reasonably related to the
investment advisory services provided hereunder or in the Agreement, as may be
reasonably requested in the writing by the Directors or as may be required by
any governmental agency having jurisdiction.
IN WITNESS WHEREOF, the parties hereto have caused this Amendment No. 1 to
be executed by their duly authorized officers on the date and year first above
written.
MARKET STREET FUND, INC.
by______________________
Xxxxxxx X. Xxxxx
President
SENTINEL ADVISORS COMPANY
by______________________
Xxxxxxxx X. Xxxxxxx
Chairman and Chief Executive
Officer
