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EXHIBIT 5.g.
AMENDMENT NO. 2 TO INVESTMENT ADVISORY AGREEMENT
This Amendment No. 2, dated as of May 1, 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, as previously amended by Amendment No. 1 dated March 11, 1996.
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, as previously amended, for the Fund's Common
Stock, Sentinel Growth, Bond, Managed and Aggressive Growth Portfolios; and
WHEREAS, the Fund desires that the Adviser act as investment adviser to
the Money Market Portfolio; and
WHEREAS, the Money Market Portfolio of the Fund has the current investment
objective of seeking to provide maximum current income consistent with capital
preservation and liquidity by investing in high quality money market
instruments; and
WHEREAS, the Adviser desires to act as investment adviser to the Money
Market Portfolio 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, as previously amended by Amendment No. 1, shall
continue in full force and effect as to the Fund's Common Stock, Sentinel
Growth, 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 with respect to the Fund's Money Market Portfolio, in
accordance with the Money Market Portfolio's 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
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described below for the compensation provided in this Amendment No. 2. 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 Money Market Portfolio, 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 Money Market Portfolio, the
Adviser will be compensated monthly at an effective annual rates of 0.25% of
the average daily net assets of the Money Market Portfolio.
(b) If this Amendment No. 2 is terminated at any time, any compensation
owed the Adviser pursuant to the 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, and paragraph 8 of Amendment No. 1, shall apply to the
provision of investment advisory services to the Money Market Portfolio under
this Amendment No. 2 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. 2 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. 2. This Amendment No. 2 shall come into full
force and effect on May 1, 1996, or upon effectiveness of the amendment to the
Fund's registration statement reflecting this Amendment No. 2 filed with the
Securities and Exchange Commission under the Securities Act of 1933, whichever
is later, provided this Amendment No. 2 shall have been approved by a vote of
the "majority" (as defined in the Investment Company Act) of the outstanding
shares of the Money Market Portfolio.
7. This Amendment No. 2 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 Money
Market Portfolio as set forth in paragraph 6 above, provided that in either
event the continuance is also approved by a a majority of the Directors who are
not "interested persons" (as defined in the Investment Company Act) of any
party to this Amendment No. 2, by a vote cast in
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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.
IN WITNESS WHEREOF, the parties hereto have caused this Amendment No. 2 to
be executed by their duly authorized officers on the date and year first above
written.
MARKET STREET FUND, INC.
by
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▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇
President
SENTINEL ADVISORS COMPANY
by
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▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Chairman and Chief Executive
Officer
