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EXHIBIT 9(c)
ADMINISTRATION AGREEMENT
AGREEMENT made as of December 12, 1985, between Market Street Fund,
Inc., a Maryland corporation (herein called the "Fund"), and PROVIDENT
INSTITUTIONAL MANAGEMENT CORPORATION, a Delaware corporation (herein called
"PIMC"),
WHEREAS, the Fund is registered as an open-end, diversified,
management investment company under the Investment Company Act of 1940, as
amended (the "1940 Act"); and
WHEREAS, the Fund desires to retain PIMC to render administrative
services to the following investment portfolios of the Fund: the Growth
Portfolio, the Money Market Portfolio, the Bond Portfolio, and the Managed
Portfolio, collectively, the "Portfolios," and PIMC is willing to so render
such services;
NOW, THEREFORE, in consideration of the premises and mutual covenants
herein contained, it is agreed between the parties hereto as follows:
1. Appointment. The Fund hereby appoints PIMC to act as an
administrator to the Fund for the period and on the terms set forth in this
Agreement. PIMC accepts such appointment and agrees to render the services
herein set forth, for certain compensation as agreed upon between the Fund and
PIMC.
2. Delivery of Documents. The Fund will furnish PIMC with copies
properly certified or authenticated of each of the following:
(a) Articles of Incorporation of the Fund, filed with the
Secretary of the State of Maryland on March 21, 1985, as amended (such
Articles of Incorporation, as presently in effect and as they shall
from time to time be amended, herein called the "Articles of
Incorporation");
(b) Code of Regulations of the Fund, as amended (such
Code of Regulations, as presently in effect and as they shall from
time to time be amended, herein called the "Code of Regulations");
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(c) Resolutions of the Fund's Board of Directors
authorizing the appointment of PIMC and resolutions of the Fund's
Board of Directors and Shareholders approving this Agreement;
(d) Resolutions of the Fund's Board of Directors
authorizing the appointment of Providentmutual Investment Management
Company (the "adviser") and of the Fund's Board of Directors and
Shareholders approving the Advisory Agreement between the adviser and
the Fund dated as of October 2, 1985 (the "Advisory Agreement");
(e) Resolutions of the Fund's Board of Directors
authorizing the appointment of PML Securities Company ("PML") as the
Fund's distributor and approving the Distribution Agreement between
PML and the Fund dated as of October 2, 1985 (the "Distribution
Agreement");
(f) The Fund's Registration Statement on Form N-1A under
the 1940 Act and the Securities Act of 1933, as amended (the "1933
Act"), as filed with the Securities and Exchange Commission ("SEC") on
December 16, 1985 (File No. 2-98755) relating to units of beneficial
interest of the Fund, $.01 par value (herein called "Shares") and all
amendments thereto;
(g) The Fund's Notification of Registration filed
pursuant to Section 8(a) of the 1940 Act on Form N-8A with the SEC on
June 27, 1985 and all amendments thereto; and
(h) The most recent prospectus with respect to the Fund.
The Fund will furnish PIMC from time to time with copies, properly
certified or authenticated, of all amendments of or supplements to the
foregoing, if any.
3. Administration. Subject to the supervision of the Board of
Directors of the Fund and the Fund's investment adviser, PIMC WILL provide the
Fund with the following administrative services in accordance with the Fund's
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investment objective and policies as stated in its Prospectus and resolutions
of the Fund's Board of Directors.
PIMC will perform the following services with respect to each
portfolio:
(i) Reconcile each portfolio's daily cash and investment
balances with its custodian and provide to the adviser the beginning
cash balance available each day for investment;
(ii) Update the cash availability throughout the day as
required by the adviser;
(iii) Verify investment buy/sell trade tickets when
received from the adviser, maintain historical tax lots for each
security, calculate capital gains and losses and transmit trades to
the custodian for proper settlement;
(iv) Maintain daily journals with respect to each
portfolio's investments, capital share, income and expenses;
(v) Otherwise maintain all books and records with respect
to each portfolio's securities transactions, keep the portfolio's
books of account and compute the net asset value, and net income of
each portfolio;
(vi) Monitor the Fund's expense accruals and pay all
expenses on written authorization from the Fund's Treasurer;
(vii) Monitor adequacy of the Fund's internal financial
control with respect to the Portfolios;
(viii) Transmit or mail a copy of the daily portfolio
valuation (amortized cost and marked to market) to the adviser;
(ix) Supply the Fund and its Board of Directors with
reports and statistical data as requested with respect to the
Portfolios;
(x) Prepare monthly unaudited financial statements for
the Fund with respect to each portfolio , including:
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Schedule of Investments
Statements of Assets and Liabilities
Statement of Operations
Statement of Changes in Net Assets
Cash Statement
Schedule of Capital Gains and Losses
(xi) Act as liaison between the Fund and the independent
certified public accountants with respect to the Portfolios and
provide them with detailed account analyses, fiscal year summaries and
other audit-related schedules as requested;
(xii) Calculate the market value of the investment
portfolios;
(xiii) Prepare a monthly broker security transaction summary
and monthly security transaction listing;
(xiv) Prepare and file the Fund's Semi-Annual Reports to
the SEC on Form N-SAR with respect to the Portfolios;
(xv) Compile data for, prepare for execution by the Fund,
and file all of the Fund's Federal and state tax returns and required
tax filings with respect to the Portfolios;
(xvi) Assist with the preparation of the Fund's annual and
quarterly reports to stockholders and its registration statement on
Form N-1A with respect to the Portfolios;
(xvii) Compile data for, prepare and file timely notices to
the SEC required pursuant to Rule 24f-2 under the 1940 Act;
(xviii) Monitor the Fund's status as a regulated investment
company under Subchapter M of the Internal Revenue Code of 1954;
(xviv) Maintain the Fund's fidelity bond required by the
1940 Act; and
(xix) Monitor compliance with certain of the Fund's
policies and limitations as set forth in the Fund's prospectus, Codes
of Regulations and Articles of Incorporation.
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4. Services Not Exclusive. The administration services rendered
by PIMC hereunder are not to be deemed exclusive, and PIMC shall be free to
render similar services to others so long as its services under this Agreement
are not impaired thereby.
5. Books and Records. In compliance with the requirements of
Rule 31a-3 of the Rules, PIMC hereby agrees that all records which it maintains
for the Fund are the property of the Fund and further agrees to surrender
promptly to the Fund any of such records upon the Fund's request. PIMC further
agrees to preserve for the periods prescribed by Rule 31a-2 the records
required to be maintained by Rule 31a-1 of the Rules.
6. Expenses. PIMC will pay all expenses incurred by it in
connection with its services under this Agreement.
7. Compensation. As sole compensation for the services provided
and the expenses assumed pursuant to this Agreement, the Fund will pay PIMC
such fees as the parties may from time to time agree in writing.
8. Limitation of Liability of the Administrator. PIMC shall not
be liable for any error of judgment or mistake of law or for any loss suffered
by the Fund in connection with the matters to which this Agreement relates,
except a loss resulting from a breach of fiduciary duty with respect to the
receipt of compensation for services or a loss resulting from willful
misfeasance, bad faith or gross negligence on the part of PIMC in the
performance of its duties or from reckless disregard by it of its obligations
and duties under this Agreement.
9. Duration and Termination. This Agreement, unless sooner
terminated as provided herein, shall have an initial term of one year provided,
however, that this Agreement may be terminated by PIMC or by the Fund at any
time, without the payment of any penalty, by the Board of Directors of the Fund
or by a vote of a majority of the outstanding voting securities and the Fund,
on 60 days
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written notice to the other party, any may be terminated for "cause" at any
time by the Board of Directors of the Fund. "Cause" is defined and limited for
this purpose to mean willful misfeasance, bad faith or gross negligence by PIMC
in the performance of its duties or reckless disregard by it of its obligations
and duties under this Agreement.
10. Amendment of this Agreement. No provision of this Agreement
may be changed, waived, discharged or terminated orally, but only by an
instrument in writing signed by the party against which enforcement of the
change, waiver, discharge, or termination is sought.
11. Miscellaneous. The captions in this Agreement are included
for convenience of reference only and in no way define or delimit any of the
provisions hereof or otherwise affect their construction or effect. If any
provision of this Agreement shall be held or made invalid by a court decision,
statute, rule or otherwise, the remainder of this Agreement shall not be
affected thereby. This Agreement shall be binding upon and shall inure to the
benefit of the parties hereto and their respective successors and shall be
governed by Delaware law.
IN WITNESS WHEREOF, the parties hereto have caused this instrument to
be executed by their officers designated below as of the day and year first
above written.
Attest: MARKET STREET FUND, INC.
/s/ ▇▇▇▇▇ ▇. SENHER By: [sig]
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[Seal]
Attest: PROVIDENT INSTITUTIONAL
MANAGEMENT CORPORATION
By: [sig]
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[Seal]
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▇▇▇▇▇▇▇▇ ▇▇, ▇▇▇▇
▇▇▇▇▇▇▇▇▇:
Pursuant to Paragraph 7 of the Administration Agreement dated December
12, 1985 between Provident Institutional Management Corporation ("PIMC") and
Market Street Fund, Inc. (the "Fund"), we have agreed that the Fund will pay
PIMC a fee computed daily and paid monthly, at an annual rate of .10% per annum
of each Portfolio's net assets with a minimum aggregate annual fee with respect
to all four portfolios of $110,000. Notwithstanding the prior sentence PIMC
has agreed that during the first twelve months of the Fund's operations, PIMC
will waive its fee in the following manner:
100% of PIMC's fee will be waived for the first two months of Fund
operations; thereafter, PIMC will reduce its fee waiver by 10% per
month until the twelfth month of Fund operations at which time PIMC
will begin to charge its full fee as stated above.
PIMC has further agreed that the fee it will receive from the Fund as
stated above, shall be effective for the first two years of the Fund's
operations; thereafter the Fund shall pay PIMC such fees as the parties may
agree to in writing.
If the foregoing accords with your understanding of our agreement,
please evidence your concurrence by signing and dating this letter at the place
indicated below and returning this letter to PIMC.
Sincerely,
Provident Institutional
Management Corporation
By: [sig]
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Date:
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Market Street Fund, Inc.
By: [sig]
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Date: December 12, 1985
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