EXHIBIT 9(j)
Compass Capital Funds(SM)
(previously named The PNC(R) Fund)
Appendix C to the
Transfer Agency Agreement dated
as of October 4, 1989
The Fund desires to retain the Transfer Agent to serve as the Fund's
transfer agent, registrar and dividend disbursing agent with respect to Shares,
par value $.001 per Share, of the Portfolios listed below and the Transfer Agent
is willing to furnish such services.
The Portfolios are as follows:
. Money Market Portfolio
. U.S Treasury Money Market Portfolio
. Municipal Money Market Portfolio
. Large Cap Growth Equity Portfolio
. Balanced Portfolio
. Managed Income Portfolio
. International Equity Portfolio
. Tax-Free Income Portfolio
. Ohio Municipal Money Market Portfolio
. Pennsylvania Municipal Money Market Portfolio
. Intermediate Government Bond Portfolio
. Ohio Tax-Free Income Portfolio
. Pennsylvania Tax-Free Income Portfolio
. Large Cap Value Equity Portfolio
. Index Equity Portfolio
. Small Cap Value Equity Portfolio
. North Carolina Municipal Money Market Portfolio
. Low Duration Bond Portfolio
. Intermediate Bond Portfolio
. Small Cap Growth Equity Portfolio
. Select Equity Portfolio
. Government Income Portfolio
. International Emerging Markets Portfolio
. International Bond Portfolio
. Virginia Municipal Money Market Portfolio
. New Jersey Municipal Money Market Portfolio
. New Jersey Tax-Free Income Portfolio
. Core Bond Portfolio
. Multi-Sector Mortgage Securities Portfolio III
. Mid-Cap Value Equity Portfolio
. Mid-Cap Growth Equity Portfolio
. BlackRock Strategic Portfolio I
. BlackRock Strategic Portfolio II
. International Small Cap Equity Portfolio
2
. Micro-Cap Equity Portfolio
. GNMA Portfolio
. Delaware Tax-Free Income Portfolio
. Kentucky Tax-Free Income Portfolio
The Fund and the Transfer Agent agree that the Transfer Agent shall
provide the services contemplated by the Transfer Agency Agreement with respect
to the Institutional, Service, Investor A, Investor B, Investor C and BlackRock
Classes of Shares of each Portfolio covered by such Agreement (including, with
respect to any class of Shares, the services described therein relating to
front-end and deferred sales loads).
Release. "Compass Capital Funds" and "Trustees of Compass Capital Funds" refer
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respectively to the trust created and the Trustees, as trustees but not
individually or personally, acting from time to time under a Declaration of
Trust dated December 22, 1988 which is hereby referred to and a copy of which is
on file at the office of the State Secretary of the Commonwealth of
Massachusetts and at the principal office of the Fund. The obligations of
"Compass Capital Funds" entered into in the name or on behalf thereof by any of
the Trustees, officers, representatives or agents are made not individually, but
in such capacities, and are not binding upon any of the Trustees, shareholders,
officers, representatives or agents of the Fund personally, but bind only the
Trust Property (as defined in the Declaration of Trust), and all persons dealing
with any class of shares of the Fund must look solely to the Trust Property
belonging to such class for the enforcement of any claims against the Fund.
Agreed to and accepted as of ______________, 1998.
Compass Capital Funds(SM)
By:_____________________
PFPC Inc.
By:_____________________
