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EXHIBIT 5.(f)
FORM OF
INVESTMENT ADVISORY AGREEMENT AMENDMENT
This Amendment made and entered into as of June 28, 1991, amends the
Investment Advisory Agreement dated September 1, 1990 (the "Agreement"), by and
between Asset Management Fund for Financial Institutions, Inc., a Maryland
corporation (the "Fund"), and Shay Assets Management Co., an Illinois general
partnership (the "Adviser").
WITNESSETH:
WHEREAS, the Fund is an open-end diversified investment company
registered under the Investment Company Act of 1940, as amended; and
WHEREAS, the Fund desires to retain the Adviser to render investment
advisory services to the Fund with respect to the portfolio securities
belonging to the class of the Fund's common stock $.001 par value, known as the
class of Adjustable Rate Mortgage (ARM) Portfolio Shares and the Adviser is
willing to render such services;
NOW, THEREFORE, the parties hereto, intending to be legally bound,
hereby agree as follows:
1. Additional Portfolios. The Agreement is amended to appoint
the Adviser to act as investment adviser to the Fund with respect to the
portfolio assets belonging to the class of common stock known as the Adjustable
Rate Mortgage (ARM) Portfolio Shares. The Adviser accepts such appointment and
agrees to render the services under the terms and conditions set forth in the
Agreement provided that, in lieu of paragraphs 7 and 8(a) of the Agreement, the
provisions set forth in paragraphs 2 and 3 below, respectively, will apply.
2. Compensation. Paragraph 7 of the Agreement is amended with
respect to the Adjustable Rate Mortgage (ARM) Portfolio as follows:
For the services provided and the expenses borne pursuant to this
Agreement with respect to the Adjustable Rate Mortgage (ARM) Portfolio, the
Fund will pay to the Adviser as full compensation therefor a fee at an annual
rate equal to 0.45 of 1% per annum of the average daily net assets of such
Portfolio. This fee for each month (increased or decreased as appropriate to
take account of the provisions of paragraph 8a below) will be paid to the
Adviser during the succeeding month.
3. Limitation on Expenses. Paragraph 8(a) of the Agreement is
amended with respect to the Adjustable Rate Mortgage (ARM) Portfolio as
follows:
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In the event the Expenses (as defined in paragraph (b) below) of the
Fund with respect to a Portfolio for any fiscal year exceed the lowest
applicable annual expense limitation, if any, established pursuant to the
statutes or regulations of any jurisdictions in which Fund Shares of such
Portfolio are then qualified for offer and sale (such excess hereinafter called
the "Blue Sky Excess Expense" of such Portfolio), the compensation due to the
Adviser under paragraph 7 for the fiscal year in question shall be reduced by
an amount equal to the Blue Sky Excess Expense of such Portfolio, and if the
Blue Sky Excess Expense of such Portfolio exceeds the fees of the Fund payable
to the Adviser with respect to such Portfolio for the fiscal year in question,
the Adviser shall, to the extent required by such statutes or regulations,
reimburse the Fund for the amount of such excess. If for any month the
Expenses of a Portfolio shall exceed 1/12th of the percentage of average daily
net assets allowable as Expenses, the payment to the Adviser for that month
shall be reduced, and, if necessary, the Adviser shall make a refund payment to
the Fund so that the Expenses will not exceed such percentage. As of the end
of the Fund's fiscal year, however, the foregoing computations shall be
readjusted so that the aggregate compensation payable to the Adviser for the
year is equal to the percentage set forth herein of the average daily net
assets as determined as described herein throughout the fiscal year, reduced by
an amount equal to the Blue Sky Excess Expense of such Portfolio. The
aggregate of repayments, if any, by the Adviser to the Fund for the year shall
be the amount necessary to reimburse the Fund for the amount of such excess.
4. Terms used herein shall have the same meaning as set forth in
the Agreement.
IN WITNESS WHEREOF, the parties hereto have executed and delivered
this Amendment as of June 28, 1991.
ASSET MANAGEMENT FUND FOR
FINANCIAL INSTITUTIONS, INC.
By:_______________________________
Its:______________________________
ATTEST:
By:____________________________
Its:___________________________
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