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EXHIBIT 6(b)
AMENDMENT TO UNDERWRITING AGREEMENT
THIS AMENDMENT to the Underwriting Agreement by and between Market Street
Fund, Inc. (the "Fund"), and PML Securities Company ("PML") is made this 9th
day of September, 1988.
WITNESSETH:
WHEREAS, the Fund and PML entered into an Underwriting Agreement on
November 11, 1985; and
WHEREAS, it is the desire of the parties thereto amend said Agreement;
NOW THEREFORE, it is agreed between the parties thereto to amend said
Agreement as follows:
1. Add the following paragraph at the end of item 7:
PML agrees that all accounts and records which it maintains
for the Fund shall be the property of the Fund and that it will
surrender promptly to the designated officers of the Fund any or such
accounts and records upon request. The Fund shall own and control all
pertinent records relating to its operations and shall have the right
to copy any such records in the possession of PML.
2. Add the following at the end of the second paragraph of item 8:
This Agreement 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 PML in the performance of its duties or reckless disregard by it of
its obligations and duties under this Agreement.
IN WITNESS WHEREOF, the parties hereto have caused this Amendment to the
Underwriting Agreement to be duly executed as of the day and year first
above written.
(SEAL] MARKET STREET FUND, INC.
Attest: [sig] By:/s/ XXXXXXX X XXXXX
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[SEAL] PML SECURITIES COMPANY
Attest: [sig] By: [sig]
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