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EXHIBIT 9.h.
AMENDMENT NO. 3 TO TRANSFER AGENCY AGREEMENT
This Amendment, dated the 26th day of February, 1996, is entered into
between MARKET STREET FUND, INC. (the "Fund"), a Maryland corporation, and
PROVIDENT FINANCIAL PROCESSING CORPORATION ("PFPC"), a Delaware corporation
which is an indirect wholly-owned subsidiary of PNC Financial Corp.
WHEREAS, the Fund and PFPC have entered into a Transfer Agency
Agreement dated as of December 12, 1985, and amended on September 9, 1988 and
July 31, 1991 (the "Transfer Agency Agreement"), pursuant to which the Fund
appointed PFPC to act as transfer agent for its investment portfolios; and
WHEREAS, the Fund's Board of Directors has approved this Amendment; and
WHEREAS, the Fund has established additional Portfolios, Sentinel
Growth and Sentinel Common Stock, with respect to which it wants to appoint
PFPC to act as transfer agent under the Transfer Agency Agreement; and
WHEREAS, PFPC has notified the Fund that it wants to serve as transfer
agent for the Sentinel Growth and Sentinel Common Stock Portfolios;
NOW THEREFORE, the parties hereto, intending to be legally bound,
hereby agree as follows:
1. Appointment. The Fund hereby appoints PFPC to act as transfer
agent, registrar and dividend disbursing agent to the Fund for the Sentinel
Growth and Sentinel Common Stock Portfolios for the period and on the terms set
forth in the Transfer Agency Agreement. PFPC hereby accepts such appointment
and agrees to render the services set forth in the Transfer Agency
Agreement, for the compensation as agreed to between the Fund and PFPC from time
to time.
2. Capitalized Terms. From and after the date hereof, the following
terms as used in the Transfer Agency Agreement shall be deemed to include also
the meaning specified herein: "Shares" shall be deemed to include the class of
Sentinel Growth Portfolio shares and the class of Sentinel Common Stock
Portfolio shares; and "Portfolios" shall be deemed to include the Sentinel
Growth Portfolio shares and the Sentinel Common Stock Portfolio shares.
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3. Miscellaneous. Except to the extent amended and supplemented
hereby, the Transfer Agency 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.
MARKET STREET FUND, INC.
(SEAL) By:
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Title:
PROVIDENT FINANCIAL
PROCESSING CORPORATION
(SEAL) By:
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Title:
