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EXHIBIT 8.g(2)(iii)
AMENDMENT NO. 2 TO RESTATED CUSTODIAN AGREEMENT
This Amendment, dated the 29th 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 Delaware
corporation which is an indirect wholly-owned subsidiary PNC Financial Corp.
WHEREAS, the Fund and Provident have entered into a Custodian
Agreement dated as of March 1, 1991, and amended as of June 28, 1991, (the
"Custodian Agreement"), pursuant to which the Fund appointed Provident to act
as custodian for the property of its Portfolios, including the Adjustable Rate
Mortgage (ARM) Portfolio; and
WHEREAS, the Fund's Board of Directors has approved this Amendment;
NOW, THEREFORE, the parties hereto, intending to be legally bound,
hereby agree as follows:
1. Receipt of Securities.
Paragraph 6(a) of the Custodian Agreement is amended and restated to
read as follows:
Except as provided by Paragraph 7 (use of Book-Entry System),
Provident shall hold all securities and non-cash property received by
it for the account of the Fund in a separate account that physically
segregates such securities and non-cash property from those of any
other persons, firms or corporations. All such securities and
non-cash property shall be held or disposed of only upon Written
Instructions of the Fund pursuant to the terms of this Agreement.
Provident shall have no power or authority to assign, hypothecate,
pledge or otherwise dispose of any such securities or investments,
except upon the express terms of this Agreement and upon Written
Instructions, accompanied by a certified resolution of the Fund's
Board of Directors, authorizing the transaction. In no case may any
member of the Fund's Board of Directors, or any officer, employee or
agent of the Fund, withdraw any securities.
At Provident's own expense and for its own convenience, and
subject to the approval of the Fund's Board of Directors, which
approval may not be unreasonably withheld, Provident may enter into
sub-custodian agreements with other United States banks or trust
companies to perform duties described in this sub-paragraph a. Such
bank or trust company shall have an aggregate capital, surplus and
undivided profits, according to its last published report, of at least
one million dollars ($1,000,000), if it is a subsidiary or affiliate
of Provident, or at least twenty million dollars ($20,000,000) if
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such bank or trust company is not a subsidiary or affiliate of
Provident. Provident or such sub-custodian as it has selected may
appoint one or more banking institutions located in foreign countries
to act as a depository or sub-custodian of securities received by
Provident for the account of the Fund, provided that any such
appointment shall have been approved or ratified by the Fund's Board
of Directors. Provident shall exercise reasonable care in proposing a
depository and/or sub-custodian located in a country other than the
United States. In addition, such sub-custodian must agree to comply
with the relevant provisions of the 1940 Act, including Rules 17f-4
and/or 17f-5, if applicable, and other applicable rules and
regulations.
Provident shall remain responsible for the performance of all
its duties as described in the Agreement and shall be liable to the
Fund for any loss or damage resulting from Provident's own acts or
omissions, or the acts or omissions of any sub-custodian chosen under
the terms of this Paragraph 6, under the standards of care applicable
to Provident as provided for herein.
2. Miscellaneous. Except as 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
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