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Exhibit (h)(2)
AMENDMENT NO. 1 TO TRANSFER AGENCY AGREEMENT
This Agreement, dated as of the 31st day of July, 1986, is made between
Chestnut Street Exchange Fund (the "Fund"), a California limited partnership,
and Provident Financial Processing Corporation ("PFPC"), a Delaware corporation.
WITNESSETH:
WHEREAS, PFPC and the Fund wish to amend the Transfer Agency Agreement
between them made as of August 1, 1984 (the "Transfer Agency Agreement"); and
WHEREAS, the Fund's Managing General Partners have approved the
amendment effected by this Agreement.
NOW, THEREFORE, in consideration of the mutual promises and covenants
contained in the Transfer Agency Agreement, and intending to be legally bound
hereby, the Fund and PFPC hereby agree that Paragraph 15 of the Transfer Agency
Agreement shall be amended and restated to read in full as follows:
15. Compensation. As compensation for the services rendered by
PFPC from the date of this Agreement, the Fund will pay to PFPC monthly
fees equal to $12,500 per year and PFPC's out-of-pocket expenses
relating to such services, including, but not limited to, expenses for
postage, Federal Express, telephone, TWX rental and line charges,
communications forms, proxy forms and Shareholder consultation
expenses.
IN WITNESS WHEREOF, the Fund and PFPC have caused this Agreement to be
executed by duly authorized officers of each, as of the date first above
written.
CHESTNUT STREET EXCHANGE FUND
Attest: /s/ Xxxxxx X. Xxxxx By: /s/ Xxxxxx X. Xxxxx
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Title: Vice President: Title: Vice President
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Assistant Secretary
PROVIDENT FINANCIAL
PROCESSING CORPORATION
Attest: /s/ By: /s/ Xxxxxx X. Xxxxxxxx
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Title: Vice President: Title: Vice President
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Assistant Secretary
