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Exhibit 8.d
AMENDMENT NO. 3 TO CUSTODIAN 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 NATIONAL BANK ("Provident"), a national banking association.
WHEREAS, the Fund and PFPC have entered into a Custodian 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 Provident to
act as custodian for its investment portfolios; and
WHEREAS, the Fund's Board of Directors has approved this Amendment; and
WHEREAS, the Fund has established additional classes of Fund shares,
Sentinel Growth Portfolio shares and Sentinel Common Stock Portfolio shares,
with respect to which it wants to appoint Provident to act as custodian under
the Custodian Agreement; and
WHEREAS, PFPC has notified the Fund that it wants to serve as custodian
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 Provident to act as
custodian to the Fund for the Sentinel Growth and Sentinel Common Stock
Portfolios for the period and on the terms set forth in the Custodian Agreement.
Provident hereby accepts such appointment and agrees to render the services set
forth in the Custodian 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 Custodian 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 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.
MARKET STREET FUND, INC.
(SEAL) By: ------------------------------------
Title:
PROVIDENT NATIONAL BANK
(SEAL) By: ------------------------------------
Title:
