1
EXHIBIT 8.(g)(3)(ii)
AMENDMENT NO. 1 TO RESTATED TRANSFER AGENCY AGREEMENT
This Amendment, dated the 28th day of June 1991, is entered into
between ASSET MANAGEMENT FUND FOR FINANCIAL INSTITUTIONS, 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 Restated Transfer
Agency Agreement dated as of March 1, 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 an additional Class of Fund Shares,
Adjustable Rate Mortgage (ARM) 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 Adjustable Rate Mortgage (ARM) Portfolio ("ARM 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 ARM
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: "Fund Shares" shall be deemed to
include ARM Portfolio Shares; and "Class(es)" shall be deemed to include the
class of ARM Portfolio Shares.
3. Authorized Shares. The following sentence is substituted for
the first sentence of Paragraph 6: The Fund's authorized capital stock
consists of Four Billion (4,000,000,000) shares of Short-Term Liquidity
Portfolio class Common Stock, and Five Hundred Million (500,000,000) shares
each of Intermediate-Term Liquidity class Common Stock, Mortgage Securities
Performance Portfolio class Common Stock, Corporate Bond Portfolio class Common
2
Stock and Adjustable Rate Mortgage (ARM) Portfolio class Common Stock ($.001
par value per Share).
4. Compensation. Paragraph 16, is hereby amended after the last
sentence to include the following three paragraphs:
As compensation for the services rendered by PFPC for the Adjustable
Rate Mortgage (ARM) Portfolio during the term of this Agreement, the
Fund will pay to PFPC monthly fees equal to an annual account charge
of $15.00; exclusive of out-of-pocket expenses.
The normal minimum monthly fee for the ARM Portfolio shall be $500;
exclusive of out-of-pocket expenses. The minimum monthly fee shall be
waived for six months from the commencement of operations and then the
following amounts shall be due: $100 in the seventh month, $200 in
the eighth month, $300 in the ninth month, $400 in the tenth month and
$500 for every month thereafter; unless the ARM Portfolio shall have
$50 million in net assets during the twelve month period from
commencement of operations, whereupon the full minimum monthly fee
shall be charged.
The minimum monthly fee shall be due if the amount of the total
account based fees for a given month are less than the minimum monthly
fee.
5. 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.
ASSET MANAGEMENT FUND FOR
FINANCIAL INSTITUTIONS, INC.
By:/s/
-----------------------------------
Title: Vice President
PROVIDENT FINANCIAL PROCESSING
CORPORATION
By:/s/
-----------------------------------
Title: Vice President
2
