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EXHIBIT 8.(g)(1)(ii)
AMENDMENT NO. 1 TO RESTATED ADMINISTRATION 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 PNC
Financial Corp.
WHEREAS, the Fund and PFPC have entered into a Restated Administration
Agreement dated as of March 1, 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 the Amendment; and
WHEREAS, the Fund has established an additional Portfolio, Adjustable
Rate Mortgage (ARM) Portfolio ("ARM Portfolio"), with respect to which it wants
to retain 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 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
administrator to the Fund for the ARM Portfolio 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: "Fund Shares" shall be deemed to
include shares of the Fund's ARM Portfolio; and "Portfolio(s)" shall be deemed
to include the ARM Portfolio.
3. Compensation. Paragraph 4 is hereby amended after the last
sentence to include the following three paragraphs:
As compensation for the services rendered by PFPC for the ARM
Portfolio during the term of this Agreement, the Fund will pay
to PFPC monthly a fee, computed daily, at the rate of 0.03 of
1% per annum of the ARM Portfolio's net assets up to and
including $1 billion, 0.02 of 1% per annum of the next $1
billion
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of such Portfolio's net assets; plus 0.01% per annum of such
Portfolio's net assets over $2 billion; exclusive of out-of-
pocket expenses.
The minimum monthly fee for the ARM Portfolio shall be $3,600,
which shall be in addition to the $29,167 minimum fee per
month for the four other Portfolios and shall be allocated
pro-rata to each portfolio of the Fund based on the average
daily net assets of such portfolio; exclusive of out-of-pocket
expenses. The minimum monthly fee for the ARM Portfolio shall
be waived for six months from the commencement of operations
and then the following amounts shall be due: $720 in the
seventh month, $1,440 in the eighth month, $2,160 in the ninth
month, $2,880 in the tenth month and $3,600 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 fee
calculated pursuant to the asset based fee formula is less
than the minimum monthly fee.
4. 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.
ASSET MANAGEMENT FUND FOR FINANCIAL
INSTITUTIONS, INC.
By: /s/
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Title: Vice President
PROVIDENT FINANCIAL
PROCESSING CORPORATION
By: /s/
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Title: Vice President
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