EXHIBIT 8(c)
AMENDMENT NO. 2 TO CUSTODIAN AGREEMENT
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This Amendment, dated the 1st day of March, 1993, is entered into
between THE PNC(R) FUND, a Massachusetts business trust (the "Fund"), and PNC
BANK NATIONAL ASSOCIATION, a national banking association "Bank").
WHEREAS, the Fund and Bank have entered into a Custodian Agreement
dated as of October 4, 1989, as amended (the "Custodian Agreement"), pursuant to
which the Fund appointed Bank to act as custodian for its investment portfolios;
WHEREAS, the Fund desires to retain Bank to serve as the Fund's
custodian with respect to shares of the North Carolina Municipal Money Market,
Short-Term Bond, Intermediate-Term Bond, Small Cap Growth Equity and Core Equity
Portfolios (the "Portfolios"), and any such future portfolio of the Fund as
listed in Appendix B of the Custodian Agreement with respect to which it wants
to appoint Bank to act as custodian under the Custodian Agreement;
WHEREAS, Bank has notified the Fund that it wants to serve as
custodian for the Portfolios and any such other future portfolio as listed in
Appendix B; and
WHEREAS, the Fund's Board of Trustees has approved this Amendment.
NOW THEREFORE, the parties hereto, intending to be legally bound,
hereby agree as follows:
Paragraph 1 is amended and restated in full as follows:
1. Appointment. The Fund hereby appoints Bank to act as custodian
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of the securities, cash and other property belonging to each
investment portfolio ("Portfolio") of the Fund for the period and
on the terms set forth in this Agreement. Bank accepts such
appointment and agrees to furnish the services herein set forth
in return for the compensation as provided in Paragraph 21 of
this Agreement. Bank agrees to comply with all relevant
provisions of the 1940 Act and applicable rules and regulations
thereunder. The Fund's shares, $.001 par value per share (the
"Shares"), have been classified into different classes
representing interests in the Fund's Money Market, Municipal
Money Market, Government Money Market, Ohio Municipal Money
Market, Pennsylvania Municipal Money Market, North Carolina
Municipal Money Market, Managed Income, Tax-Free Income,
Intermediate Government, Ohio Tax-Free Income, Pennsylvania Tax-
Free Income, Short-Term Bond, Intermediate-Term Bond, Value
Equity, Growth Equity, Index Equity, Small Cap Value Equity,
2
International Equity, Small Cap Growth Equity, Core Equity and
Balanced Portfolios and such other classes as may be created in
the future and listed in Appendix B hereto. The Fund may from
time to time issue additional classes of Shares or classify and
reclassify Shares of each such class. Bank shall identify to
each such class property belonging to such class and in such
reports, confirmations and notices to the Fund called for under
this Agreement shall identify the class to which such report,
confirmation or notice pertains.
2. Miscellaneous. Except to the extent amended and supplemented hereby,
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the Custodian Agreement shall remain unchanged and in full force and
effect and is hereby ratified and confirmed in all respects as amended
and supplemented hereby.
IN WITNESS WHEREOF, the undersigned have executed this Amendment as of
the date and year first above written.
THE PNC(R) FUND
[SEAL] By:_________________________
Title:
PNC BANK, NATIONAL ASSOCIATION
[SEAL] By:_________________________
Title:
