Provident Mutual Funds DEF 14ADefinitive proxy

While we encourage you to read the full text of the enclosed Proxy Statement, for your convenience, we have provided a brief overview of the proposal that requires a shareholder vote.

A.    You are receiving these proxy materials — the Proxy Statement and your proxy card — because you have the right to vote on an important proposal concerning the Corporation.

A.    After careful consideration, the members of the Board of Directors, two of whom are independent directors of the Corporation, recommend that you vote FOR the election of each of the director nominees. The reasons for their recommendation are discussed in more detail in the enclosed Proxy Statement.

A.    Each incumbent director, and Mr. Rix if elected, may serve on the Board until his death, resignation, retirement or removal. Once elected, a director may be removed by the shareholders of the Corporation only for cause and at a meeting called for the purpose of removing the director. A director may be removed from office with cause if the votes cast to remove the director exceeds the number of votes cast not to remove such director.

A.    You may attend the meeting on May 14, 2024, in person and vote at the meeting, or you may vote by using one of the following options (we recommend that you vote by proxy now even if you plan to attend the meeting):

This Proxy Statement is being provided to you in connection with the solicitation of proxies by the Board of Directors (the “Board”) of Provident Mutual Funds, Inc. (the “Corporation”) for voting at a special meeting of shareholders (the “Meeting”) of the Corporation and its sole series, the Provident Trust Strategy Fund (the “Fund”) to be held on May 14, 2024, at 10:00 a.m., local time, at N16 W23217 Stone Ridge Drive, Suite 310, Waukesha, Wisconsin 53188. The Corporation is a Wisconsin corporation and registered as an open-end management investment corporation under the Investment Company Act of 1940, as amended (the “1940 Act”).

The sole Proposal described in this Proxy Statement is as follows:

This Proxy Statement and the enclosed proxy card are expected to be distributed to shareholders on or about March 29, 2024, or as soon as practicable thereafter.

A proxy is enclosed with respect to the shares you own in the Fund. If you timely return a properly executed proxy, the shares represented by it will be voted at the Meeting in accordance with the instructions thereon. Each full share is entitled to one vote and each fractional share is entitled to a proportionate fractional vote. Even if you expect to be present at the Meeting, please vote in advance online or by telephone as described on the proxy card, or by completing the enclosed proxy card and mailing it in the enclosed reply envelope.

Any shareholder giving a proxy may revoke it at any time before it is exercised at the Meeting by submitting to the Corporation a written notice of revocation, by the execution of a later-dated proxy card, or by attending the Meeting and voting in person.

If you need additional copies of this Proxy Statement or the proxy card, please contact the Corporation at 1‑855‑739‑9950 or in writing at Provident Mutual Funds, Inc., c/o U.S. Bank Global Fund Services, LLC, P.O. Box 701, Milwaukee, Wisconsin 53201-0701. Additional copies of the Proxy Statement will be delivered to you promptly upon request. To obtain directions to attend the Meeting, please call 1‑855‑739‑9950.

For free copies of the Corporation’s annual report for the fiscal year ended September 30, 2023, and semi-annual report for the fiscal period ended March 31, 2024, please contact the

Corporation at the toll-free telephone number and address listed above or visit the Funds’ website at www.provfunds.com.

The Letter to Shareholders, Notice of Meeting and Proxy Statement are available at www.proxyvote.com.

The Board determined to recommend that all director nominees stand for election at the Meeting; however, Mr. Tuttle, Mr. Hensler and Mr. Walker have previously been elected as directors by shareholders of the Corporation. The persons named as proxies on the enclosed proxy card intend to vote FOR the election of these nominees as directors of the Corporation unless such authority has been withheld in the proxy. Each nominee has agreed to be named in this Proxy Statement and to serve if elected. The Board has no reason to believe that any person will become unavailable for the election as a director. However, if that should occur before the Meeting, your proxy will be voted for the individuals recommended by the Board to fill the vacancies.

A brief summary of each director nominee’s specific experience, qualifications, attributes, and skills that led the Board to conclude that such person should serve as a director of the Corporation is set forth below.

The following table presents certain information regarding the directors and director nominee being submitted to shareholders for election, including their principal occupations. The Board is comprised solely of directors who are not “interested persons” of the Corporation within the meaning of the 1940 Act (“Independent Directors”). The information in the table is as of December 31, 2023.

The following table presents information regarding the officers of the Corporation as of December 31, 2023.

Under the laws of the State of Wisconsin, the business and affairs of the Corporation (including the Fund) are managed under the direction of the Board. The Board is responsible for acting on behalf of the shareholders. The Board is currently comprised of two Independent Directors – John F. Hensler and Willard T. Walker, Jr. Mr. Hensler serves as Chair of the Board. The Board determined to keep the size of the Board at four following Mr. Manegold’s resignation.

The Board has general oversight responsibility with respect to the operation of the Corporation and the Fund. The Board has engaged Provident Trust Company (the “Adviser”) to manage the Fund and is responsible for overseeing the Adviser and other service providers to the Corporation and the Fund in accordance with the provisions of the 1940 Act and other applicable laws. The Board has established an audit committee (the "Audit Committee") to assist the Board in performing its oversight responsibilities.

Each Director was appointed to serve on the Board because of his or her experience, qualifications, attributes and/or skills. The Board reviews its leadership structure regularly. The Board believes that its leadership structure is appropriate and effective considering the size of the Corporation and the nature of its business and industry practices. The Board also elects the officers of the Corporation, who are responsible for supervising and administering the Fund’s day-to-day operations.

The Board held four meetings during the fiscal year ended September 30, 2023. Each incumbent director attended 100% of the Board meetings and the meetings of the Board committees on which the director served during such period. The Corporation currently does not have a policy with respect to Board members’ attendance at shareholder meetings.

Shareholders wishing to communicate with the Board or individual directors should send such correspondence to the offices of Provident Mutual Funds, Inc., c/o U.S. Bank Global Fund Services, LLC, P.O. Box 701, Milwaukee, Wisconsin 53201-0701. Shareholder communications will be sent directly to the applicable Board member(s).

The Board has established two standing committees – the Audit Committee and the Nominating Committee.

Mr. Hensler (Chair) and Mr. Walker, each of whom is an Independent Director, comprise the Audit Committee. The Audit Committee is responsible for advising the full Board with respect to accounting, auditing and financial matters affecting the Corporation and meets at least

semi‑annually. During the fiscal year ended September 30, 2023, the Audit Committee met two times.

Mr. Hensler and Mr. Walker (Chair), each of whom is an Independent Director, comprise the Nominating Committee. The Nominating Committee is responsible for seeking and reviewing candidates for consideration as nominees to serve as directors of the Corporation and meets as often as it deems necessary. The Board has adopted a written charter for the Nominating Committee (the “Charter”). The Charter is available as Appendix A to this Proxy Statement. As set forth in the Charter, the Nominating Committee generally considers certain qualifications and attributes in director candidates, such as substantial business expertise, financial expertise or substantial and significant experience which would be of value to the Corporation, and seeks to ensure that the Board is composed of directors who will bring to the Board a variety of experiences and backgrounds. In accordance with the fund governance standards prescribed by the SEC under the 1940 Act, the Independent Directors on the Nominating Committee select and nominate all candidates for Independent Director positions. During the fiscal year ended September 30, 2023, the Nominating Committee met one time.

The Nominating Committee will consider properly qualified candidates for the Board submitted by shareholders. Shareholders who wish to recommend a director nominee may do so by submitting the appropriate information about the candidate to the Corporation’s Secretary. In evaluating nominees, the Nominating Committee will consider, among other factors, the qualifications set forth in the Charter, and evaluates candidates submitted by shareholders according to the same criteria as other Independent Director candidates.

As referenced above, the Audit Committee plays a significant role in the risk oversight of the Fund. The Audit Committee meets regularly to discuss compliance matters and other risk management issues with the auditors of the Fund. The independent directors who serve on the Audit Committee meet at least annually with the Fund’s chief compliance officer.

Not all risks that may affect the Fund can be identified nor can controls be developed to eliminate or mitigate their occurrence or effects. It may not be practical or cost effective to

eliminate or mitigate certain risks, the processes and controls employed to address certain risks may be limited in their effectiveness, and some risks are simply beyond the reasonable control of the Fund, the Adviser or other service providers. Moreover, it is necessary to bear certain risks (such as investment-related risks) to achieve the Fund’s goals. As a result of the foregoing and other factors, the Fund’s ability to manage risk is subject to substantial limitations.

The following table sets forth the dollar range of Fund shares beneficially owned by each director nominee in the Fund as of December 31, 2023, stated using the following ranges: none, $1-$10,000, $10,001-$50,000, $50,001-$100,000, or over $100,000.

The directors are compensated by the Fund for their service. The Independent Directors receive an annual fee for their service in addition to meeting fees and are reimbursed for travel and other expenses related to their Board service. For the fiscal year ended September 30, 2023, the current directors of the Corporation received the below compensation from the Fund. Neither the Corporation nor the Fund maintains any deferred compensation, pension or retirement plans, and no pension or retirement benefits are accrued as part of Corporation or Fund expenses. The interested director and the officers of the Corporation do not receive compensation from the Corporation, except that the Corporation pays a portion of the Chief Compliance Officer’s salary. Mr. Rix did not receive compensation for the fiscal year ended September 30, 2023, as he was not a member of the Board.

The Board of Directors recommends that the shareholders vote FOR the election of each nominee to the Board.

Cohen & Company, Ltd. (“Cohen”) has been retained by the Audit Committee as the independent registered public accounting firm for the Fund for the fiscal year ended September 30, 2024. Representatives of Cohen are not expected to be present at the Meeting. The aggregate fees billed for professional services by Cohen during the fiscal years ended September 30, 2023, and September 30, 2022, were as follows:

In the above table, “Audit Fees” are fees billed for professional services for the audit of the Funds’ annual financial statements or for services that are normally provided by the accountant in connection with statutory and regulatory filings or engagements for those fiscal years. “Tax Fees” refer to fees billed for professional services rendered for tax compliance, tax advice and tax planning, and specifically relate to Cohen’s review of the Funds’ federal and state tax returns.

The Audit Committee has adopted pre-approval policies and procedures that require the Committee to pre-approve all audit and non-audit services rendered to the Fund, as well as non-audit services provided to the Corporation and any entity affiliated with the Corporation with respect to any engagement that directly relates to the operations and financial reporting of the Fund. The Audit Committee Charter requires pre-approval of all auditing and permitted non-audit services. In accordance with its pre-approval policies and procedures, the Audit Committee pre-approved all audit, tax and other services provided by Cohen to the Corporation during fiscal years 2023 and 2022. All of the work related to Cohen’s engagement to audit the Fund's financial statements for the most recent fiscal year was performed by full time permanent employees of Cohen. None of the tax fees or other fees in the table above were for services that were subject to a waiver of the pre-approval requirement pursuant to paragraph (c)(7)(i)(c) of Rule 2-01 of Regulation S-X of the Securities and Exchange Commission.

this online or by telephone or by completing, dating, signing and returning the accompanying proxy card using the enclosed reply envelope. By voting by proxy, your shares will be voted as you instruct. If your proxy card is properly executed and timely returned but no choice is indicated, your shares will be voted FOR the election of each of the director nominees, and in the discretion of the persons named as proxies on such other matters that properly may come before the Meeting.

Any shareholder giving a proxy may revoke it at any time before it is exercised at the Meeting by submitting to the Secretary of the Corporation a written notice of revocation or a subsequently signed proxy card (i.e., a later-dated proxy), or by attending the Meeting and voting in person. A prior proxy can also be revoked by proxy voting again through the website or toll-free number noted on the enclosed proxy card. Proxy cards and timely written notices of revocation must be received by the Corporation prior to the Meeting. If not so revoked, the shares represented by the proxy will be voted at the Meeting and any postponements or adjournments of the Meeting. Attendance by a shareholder at the Meeting does not by itself revoke a proxy.

As of the Record Date, the following shares of each Fund were issued and outstanding.

The Adviser will bear the costs associated with preparing, printing and mailing of the enclosed proxy card, accompanying notice and Proxy Statement and any other expenses related to the Meeting or any postponement or adjournment thereof. Broadridge Financial Solutions, Inc. has been retained as proxy tabulator. Proxy preparation, tabulation, printing and mailing costs are estimated to be approximately $10,812.

The beneficial ownership of shares of the Fund as of February 29, 2024, for persons known by the Corporation to own of record 5% or more of the outstanding shares of the Fund are as follows:

As of February 29, 2024, the officers and directors of the Corporation beneficially owned (as the term is defined in Section 13(d) under the Securities and Exchange Act of 1934, as amended) 13.77% of the outstanding shares of the Fund. As of February 29, 2024, Mr J. Scott Harkness, the CEO of the Adviser, beneficially owned 9.59% of the Fund.

A person beneficially owning in excess of 25% of the outstanding voting securities of a Fund is presumed to be a “control person” of the Fund for purposes of the 1940 Act. Shareholders with a controlling interest could affect the outcome of proxy voting or the direction of management of the Corporation or a Fund.

The Adviser is Provident Trust Company, N16 W23217 Stone Ridge Drive, Suite 310, Waukesha, Wisconsin 53188. Quasar Distributors, LLC serves as principal underwriter and distributor of shares of the Fund. U.S. Bancorp Fund Services, LLC, doing business as U.S. Bank Global Fund Services, located at 615 Michigan Street, Milwaukee, Wisconsin 53202, serves as administrator, transfer agent, and fund accountant for the Fund.

The SEC has adopted rules that permit investment companies such as the Corporation to satisfy delivery requirements for proxy statements with respect to two or more shareholders sharing the same address by delivering a single proxy statement addressed to those shareholders. This process, which is commonly referred to as “householding,” could result in extra convenience and cost savings for the Fund and their shareholders. If you participate in householding and unless the Corporation has received contrary instructions, only one copy of this proxy statement will be mailed to two or more shareholders who share an address.

The Corporation is generally not required to hold an annual meeting of shareholders and the Corporation generally does not hold a meeting of shareholders in any year, unless certain specified shareholder actions, such as the election of directors or the approval of a new advisory agreement, are required to be taken under the 1940 Act. By observing this policy, the Corporation seeks to avoid the expenses customarily incurred in the preparation of proxy materials and the holding of shareholders’ meetings, as well as the related expenditure of staff time.

A shareholder desiring to submit a proposal intended to be presented at any meeting of shareholders of the Corporation hereafter called should send the proposal to the Secretary of the Corporation at the Corporation’s principal offices within a reasonable time before the solicitation of proxies for such meeting occurs. The mere submission of a proposal by a shareholder does not guarantee that such proposal will be included in the proxy statement because the proposal must comply with certain rules under the federal securities laws before inclusion of the proposal is required. Also, the submission does not mean that the proposal will be presented at the meeting. For a shareholder proposal to be considered at a shareholders’ meeting, it must be a proper matter for consideration under Wisconsin law.

To receive documents electronically online, you must provide your e-mail address and have access to an Internet browser and Adobe Acrobat (available at www.adobe.com at no cost) to view documents in Portable Document Format (PDF).

Please note that shareholders who consent to electronic delivery of documents must provide the Corporation with their e-mail address. Shareholders will need to notify the Corporation of any changes to their e-mail address. The Corporation will only use e-mail addresses for the purpose of communicating with shareholders. The Corporation will not sell or provide shareholder e-mail addresses to third parties.

The Board knows of no other matters that may come before the Meeting, other than the Proposal set forth above. If any other matter properly comes before the Meeting, the persons named as proxies will vote on the same in their discretion.

Provident Trust Mutual Funds, Inc.