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EXHIBIT 9(d)(ii)
AMENDMENT NO. 2 TO TRANSFER AGENCY AGREEMENT
This Amendment, dated the 31st day of July 1991, 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 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 (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 classes of shares,
Aggressive Growth Portfolio shares and International Equity Portfolio shares,
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 Aggressive Growth Portfolio and International Equity Portfolio;
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 Aggressive
Growth Portfolio and International Equity Portfolio 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 Aggressive Growth Portfolio shares and the class of International
Equity Portfolio shares; and "Portfolios" shall be deemed to include the
Aggressive Growth Portfolio shares and the International Equity 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: [sig]
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Title: TREASURER
PROVIDENT FINANCIAL PROCESSING
CORPORATION
(SEAL) By: [sig]
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Title: Vice President
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