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EXHIBIT 8.(g)(2)(ii)
AMENDMENT NO. 1 TO RESTATED CUSTODIAN 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 NATIONAL BANK ("Provident"), a national
banking association.
WHEREAS, the Fund and Provident have entered into a Restated Custodian
Agreement dated as of March 1, 1991, (the "Custodian 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 an additional class of Fund Shares,
Adjustable Rate Mortgage (ARM) Portfolio Shares, with respect to which it wants
to appoint Provident to act as custodian under the Custodian Agreement; and
WHEREAS, Provident has notified the Fund that it wants to serve as
custodian 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 Provident to act as custodian
for the property of the ARM Portfolio 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 Provident 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: "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. Compensation. Paragraph 18 is hereby amended after the last
sentence to include the following two paragraphs:
As compensation for the services rendered by Provident for the
Adjustable Rate Mortgage (ARM) Portfolio during the term of this
Agreement, the Fund will pay to Provident monthly fees equal to an
asset based charge of .025% of the first $100 million of average gross
assets, .020% of the next $400 million of average
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gross assets, .015% of the next $500 million of average gross
assets, and .012% of the average gross assets over $1 billion;
exclusive of out-of-pocket expenses, holdings and transaction costs.
For the ARM Portfolio, the Fund shall also pay a $6.00 holdings
charge per month for each holding in the portfolio; and a
transaction fee of $15.00 for each purchase, sale, or maturity of a
security (including money market instruments), $30.00 for each
purchase, sale or expiration of an options contract (round trip),
$50.00 for each purchase, sale or expiration of a futures contract
(round trip), and $15.00 for each repurchase trade (round trip). No
transaction fee shall apply to paydowns of mortgaged-backed
securities. For the ARM Portfolio, a minimum monthly fee of $1,000
shall apply whenever the amount of the fee calculated under the
asset-based fee formula is less than said minimum monthly fee;
exclusive of out-of-pocket expenses, holdings and transaction costs.
However, the minimum monthly fee shall be waived for a two year
period from the commencement of operations.
4. 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.
ASSET MANAGEMENT FUND FOR
FINANCIAL INSTITUTIONS, INC.
By:/s/
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Title: Vice President
PROVIDENT NATIONAL BANK
By:/s/
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Title: Vice President
