1
EXHIBIT 9(b)
REIMBURSEMENT AGREEMENT
This Reimbursement Agreement, made this 1st day of November, 1991, by and
between Provident Mutual Life Insurance Company of Philadelphia (PMLIC), a
Pennsylvania corporation, and The Market Street Fund, Inc. (the Fund), a
Maryland corporation:
WITNESSETH:
WHEREAS, PMLIC offers and sells to the public variable life insurance
policies and the Separate Accounts established for such policies are
continuously investing in shares of the respective Portfolios of the Fund as
the investment vehicle for such Separate Accounts and the policies; and
WHEREAS, the Fund pays its own expenses, generally, including
brokerage costs, administrative costs, custodian costs and legal, accounting
and printing costs; and
WHEREAS, PMLIC has agreed to undertake the payment of a portion of
these costs to avoid any potential detriment to the policyholders of such
policies arising from the impact of such costs on the Fund's assets;
NOW THEREFORE, in consideration of the mutual promises herein
contained, the parties hereto agree as follows:
1. The Reimbursement Agreement dated November, 1985 is hereby
terminated;
2. If the total ordinary operating expenses of the Growth, Money
Market, Bond, Managed or Aggressive Growth Portfolios of the
Fund, excluding advisory fees, and exclusive of attorney's
fees, court judgments, decrees or awards, or any other
litigation costs in legal actions involving the Fund, or costs
relating to indemnification of directors, officers or
employees of the Fund where such costs are not covered by
director and officer liability insurance, for any year are in
excess of an annual rate of 0.40% of the average daily net
assets of such Portfolio, PMLIC shall reimburse the Fund for
such expenses of the applicable Portfolio in excess of such
limit.
3. If the total ordinary operating expenses of the International
Portfolio of the Fund, as described in item 2 above, are in
excess of an annual rate of 0.75% of the average daily net
assets of such Portfolio, PMLIC shall reimburse the Fund for
the Portfolio's expenses in excess of such limit.
4. The reimbursable amount, if any, shall be calculated daily and
credited to the Fund on a monthly basis.
5. This Reimbursement Agreement shall come into full force and
effect on the later of the date on which it is approved by the
Directors of the Fund (including a majority of the Directors
who are not "interested persons") and November 1, 1991.
6. This Agreement shall continue until December 31, 1991 and
thereafter for successive annual periods ending December 31 of
each year provided such continuance is specifically approved
at least annually, by the Directors of the Fund, including a
majority who are not "interested persons" and by PMLIC.
2
IN WITNESS WHEREOF, the parties have caused this Reimbursement
Agreement to be signed by their respective officials, duly authorized, as of
the day and year first above written.
PROVIDENT MUTUAL INSURANCE COMPANY
OF PHILADELPHIA
Witness:
[sig] By: [sig]
------------------------------ --------------------------------------
THE MARKET STREET FUND, INC.
Witness:
[sig] By: [sig]
------------------------------ --------------------------------------
