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EXHIBIT 9.f.
AMENDMENT NO. 3 TO ADMINISTRATION 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 an Administration
Agreement dated as of December 12, 1985, and amended on September 9, 1988 and
July 31, 1991 (the "Administration Agreement"), pursuant to which the Fund
appointed PFPC to act as administrator 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 administrator under the Administration Agreement; and
WHEREAS, PFPC has notified the Fund that it wants to serve as
administrator 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
administrator to the Fund for the Sentinel Growth and Sentinel Common Stock
Portfolios for the period and on the terms set forth in the Administration
Agreement. PFPC hereby accepts such appointment and agrees to render the
services set forth in the Administration 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 Administration Agreement shall be deemed to include also
the meaning specified herein: "Portfolios" shall be deemed to include the
Sentinel Growth Portfolio and the Sentinel Common Stock Portfolio shares.
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3. Miscellaneous. Except to the extent amended and supplemented
hereby, the Administration 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:
