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EXHIBIT 8.(g)(1)(i)
RESTATED ADMINISTRATION AGREEMENT
THIS AGREEMENT, dated this 1st day of March, 1991, by and between
ASSET MANAGEMENT FUND FOR FINANCIAL INSTITUTIONS, INC. (the "Fund"), a Maryland
corporation formerly known as Asset Management Fund for Savings Institutions,
Inc. and originally known as Liquidity Fund for Thrifts, Inc. and PROVIDENT
FINANCIAL PROCESSING CORPORATION ("PFPC") a Delaware corporation that is
successor for all matters pertaining to this agreement to Provident
Institutional Management Corporation, an affiliate;
WITNESSETH:
WHEREAS, "PFPC" is used herein to refer as appropriate to PFPC or
Provident Institutional Management Corporation or both of them; and PFPC and
the Fund wish to restate, without any substantive change, the Administration
Agreement between them dated November 1, 1982 as amended by a letter agreement
relating to the Mortgage Securities Performance Portfolio dated January 18,
1984 and further amended by an Amendment relating to PFPC fees dated April 18,
1985 and further amended by a letter agreement dated August, 1986 relating to
PFPC fees and the Corporate Bond Portfolio ("Administration Agreement"); and
WHEREAS, the Fund is registered as an open-end, diversified,
management investment company under the Investment Company Act of 1940, as
amended ("xxx 0000 Xxx"); and
WHEREAS, the Fund is a series fund with four separate portfolios,
these being the Short-Term Liquidity Portfolio, the Intermediate-Term Liquidity
Portfolio, the Mortgage Securities Performance Portfolio, and the Corporate
Bond Portfolio; and PFPC has served as
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Administrator for each Portfolio since the inception of each, and the Fund and
PFPC intend that it continue to do so;
NOW, THEREFORE, in consideration of the premises and mutual covenants
herein contained, it is agreed between the parties hereto as follows:
1. Appointment. The Fund hereby appoints PFPC as Administrator
of the Fund with respect to the classes of the Fund's Common Stock, $.001 par
value ("Fund Shares"), known as the class of Short-Term Liquidity Portfolio
Shares, the class of Intermediate-Term Liquidity Portfolio Shares, the Mortgage
Securities Performance Portfolio Shares, and the Corporate Bond Portfolio
Shares for the period and on the terms set forth in this Agreement. PFPC
accepts such appointment and agrees to furnish the services herein set forth in
return for the compensation as provided in Paragraph 4 of this Agreement. The
Fund, at its option, may also appoint PFPC as Administrator of the Fund
hereunder with respect to any other class of Fund Shares from time to time
created, but PFPC shall not be required to accept any such appointment. The
Fund's class of Short-Term Liquidity Portfolio Shares, class of
Intermediate-Term Liquidity Portfolio Shares, class of Mortgage Securities
Portfolio Shares, and class of Corporate Bond Portfolio Shares, together with
any other class or classes of Fund Shares with respect to which PFPC accepts an
appointment hereunder as Administrator, are hereinafter referred to
collectively as "Portfolios" and individually as a "Portfolio."
2. Delivery of Documents. The Fund has furnished PFPC with copies
properly certified or authenticated of each of the following:
(a) Resolutions of the Fund's Board of Directors
authorizing the appointment of PFPC as Administrator of the Fund and approving
this Agreement;
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(b) The Fund's Articles of Incorporation, filed with the
Department of Assessments and Taxation of the State of Maryland on July 30,
1982 and all amendments thereto (such Articles of Incorporation, as presently
in effect and as they shall from time to time be amended, are herein called the
"Charter");
(c) The Fund's By-Laws and all amendments thereto (such
By-Laws, as presently in effect and as they shall from time to time be amended,
are herein called the "By-Laws");
(d) The Fund's Notification of Registration filed
pursuant to Section 8(a) of the 1940 Act on Form N-8A under the 1940 Act as
filed with the Securities and Exchange Commission (the "SEC") on August 12,
1982;
(e) The Fund's Registration Statement on Form N-1 under
the Securities Act of 1933, as amended (the "1933 Act") (File No. 78808) and
under the 1940 Act as filed with the SEC on August 12, 1982, including all
exhibits thereto, relating to Fund Shares and all amendments thereto; and
(f) The Fund's most recent prospectus (such prospectus,
as presently in effect and all amendments and supplements thereto are herein
called the "Prospectus").
The Fund will furnish PFPC from time to time with copies, properly
certified or authenticated, of all amendments of or supplements to the
foregoing, if any.
3. Services as Administrator. Subject to the direction and
control of the Board of Directors of the Fund, PFPC will assist in supervising
all aspects of the Fund's operations other than those responsibilities which
are to be supervised by the Fund's Adviser pursuant to the Advisory Agreement,
the Fund's Custodian under the Custodian Agreement, the Fund's Transfer
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Agent under the Transfer Agency Agreement and the Fund's Sponsor under the Plan
and Agreement pursuant to Rule 12b-1.
In performing its duties as Administrator, PFPC will act in conformity
with the Charter, By-Laws and Prospectus of the Fund and with the instructions
and directions of the Board of Directors of the Fund and will conform to and
comply with the requirements of the 1940 Act and all other applicable federal
or state laws and regulations.
PFPC will furnish the Fund, at PFPC's expense, with (i) services of
persons competent to perform such administrative and clerical functions as are
necessary in order to provide effective administration of the Fund and, (ii)
upon request, an Assistant Secretary and a Treasurer.
PFPC will (i) maintain the Fund's books and records; (ii) prepare and
file the Fund's Annual and Semi-Annual Reports to the SEC on Form N-SAR or any
replacement therefor; (iii) compile data for, prepare for execution by the Fund
and file all the Fund's federal and state tax returns and required tax filings
other than those required to be made by the Fund's Custodian and the Fund's
Transfer Agent; (iv) prepare compliance filings pursuant to state securities
laws with the advice of the Fund's counsel; (v) assist with the Fund's
preparation of its Annual and Semi-Annual Reports to stockholders and its SEC
Registration Statements on Form N-1A or any replacement therefor; (vi) compile
data for, prepare and file timely Notices to the SEC required pursuant to Rule
24f-2 under the 1940 Act; (vii) compute the daily net asset value of each
Portfolio of the Fund for purposes of the sale and redemption of Fund Shares in
accordance with the then current Prospectus; (viii) compute the dividend of
each of the Fund's Portfolios in accordance with the then current Prospectus;
(ix) monitor the Fund's status as a regulated
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investment company under Subchapter M of the Internal Revenue Code of 1954, as
amended; (x) maintain the fidelity bond for the Fund required by the 1940 Act
and make the filings required in connection therewith; and (xi) perform such
other duties as the Fund's Board of Directors may reasonably request and PFPC
agree to perform from time to time.
4. Fees; Expenses; Expense Reimbursement. As compensation for
the services rendered by PFPC under this Agreement, the Fund will pay PFPC
monthly a fee, computed daily, at the rate of 0.03 of 1% per annum of each
Portfolio's net assets up to and including $1 billion; plus 0.02 of 1% per
annum of the next $1 billion of such Portfolio's net assets; plus 0.01 of 1%
per annum of such Portfolio's net assets over $2 billion, with a minimum annual
fee of $350,000 for all four Portfolios taken together. The fee for the period
from the day of the month this Agreement is actually entered into until the end
of that month shall be pro-rated according to the proportion which such period
bears to the full monthly period. Upon any termination of this Agreement
before the end of any month, the fee for such part of a month shall be
pro-rated according to the proportion which such period bears to the full
monthly period and shall be payable upon the date of termination of this
Agreement.
PFPC will bear all expenses in connection with the performance of its
services under this Agreement. Other expenses to be incurred in the operation
of the Fund, including the fees of the Fund's Custodian, Adviser and Sponsor,
the fees and expenses of the Fund's Transfer and Dividend Disbursing Agent, any
brokerage fees and commissions, any Portfolio losses, filing fees for the
registration or qualification of the Fund's Shares under federal or state
securities laws, expenses of the organization of the Fund, taxes, interest,
costs of liability insurance, fidelity bonds or indemnification, any costs,
expenses or losses arising out of any liability of,
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or claim for damages or other relief asserted against, the Fund for violation
of any law, legal and auditing fees and expenses, expenses of preparing and
setting in type prospectuses, proxy material, reports, and notices and the
printing and distribution of the same to the Fund's stockholders and regulatory
authorities, compensation and expenses of its directors and officers and any
extraordinary expenses will not be borne by PFPC.
5. Limitation of Liability. PFPC shall not be liable for any
error of judgment or mistake of law or for any loss suffered by the Fund in
connection with the matters to which this Agreement relates, except for a loss
resulting from willful misfeasance, bad faith or gross negligence on its part
in the performance of its duties or from reckless disregard by it of its
obligations and duties under this Agreement, provided, that PFPC shall be
responsible for its own negligent failure to perform its duties under this
Agreement. Any person, even though also an officer, director, employee or
agent of PFPC, who may be or become an officer, director, employee or agent of
the Fund, shall be deemed, when rendering services to the Fund beyond the scope
of PFPC's responsibilities under this Agreement or acting on any business of
the Fund beyond the scope of PFPC's responsibilities under this Agreement, to
be rendering such services to or acting solely for the Fund and not as an
officer, director, employee or agent or one under the control or direction of
PFPC even though paid by it.
6. Duration and Termination. This Agreement shall continue with
respect to each Portfolio of the Fund until termination by PFPC or the Fund on
60 days' written notice.
7. Notices. All notices and other communications (collectively
referred to as "Notice" or "Notices" in this paragraph), hereunder shall be in
writing or by confirming telegram, cable, telex or facsimile sending device.
Notices shall be addressed (a) if to PFPC
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at PFPC's address, 000 Xxxxxxxx Xxxxxxx, Xxxxxxxxxx, Xxxxxxxx 00000; (b) if to
the Fund, at the address of the Fund; or (c) if to neither of the foregoing, at
such other address as shall have been notified to the sender of any such Notice
or other communication. If the location of the sender of a Notice and the
address of the addressee thereof are, at the time of sending, more than 100
miles apart, the Notice may be sent by first-class mail, in which case it shall
be deemed to have been given three days after it is sent, or if sent by
confirming telegram, cable, telex or facsimile sending advice, it shall be
deemed to have been given immediately, and, if the location of the sender of a
Notice and the address of the addressee thereof are, at the time of sending,
not more than 100 miles apart, the Notice may be sent by first-class mail, in
which case it shall be deemed to have been given two days after it is sent, or
if sent by messenger, it shall be deemed to have been given on the day it is
delivered, or if sent by confirming telegram, cable, telex or facsimile sending
device, it shall be deemed to have been given immediately. All postage, cable,
telegram, telex and facsimile sending device charges arising from the sending
of a Notice hereunder shall be paid by the sender.
8. Further Actions. Each party agrees to perform such further
acts and execute such further documents as are necessary to effectuate the
purposes hereof.
9. Amendments. This Agreement or any part hereof may be changed
or waived only by an instrument in writing signed by the party against which
enforcement of such change or waiver is sought.
10. Assignments. This Agreement and the performance hereunder may
not be assigned by PFPC without the Fund's consent, except that it may be so
assigned to an affiliate
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or wholly-owned subsidiary of it, Provident National Corporation or PNC
Financial Corp upon at least thirty (30) days prior written notice to the Fund.
11. Miscellaneous. This Agreement embodies the entire agreement
and understanding between the parties hereto, and supersedes all prior
agreements and understandings relating to the subject matter hereof. The
captions in this Agreement are included for convenience of reference only and
in no way define or delimit any of the provisions hereof or otherwise affect
their construction or effect. This Agreement shall be deemed to be a contract
made in Delaware and governed by Delaware law. If any provision of this
Agreement shall be held or made invalid by a court decision, statute, rule or
otherwise, the remainder of this Agreement shall not be affected thereby. This
Agreement shall be binding and shall inure to the benefit of the parties hereto
and their respective successors.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to
be executed by their officers designated below as of the day and year first
above written.
[SEAL] ASSET MANAGEMENT FUND FOR
FINANCIAL INSTITUTIONS, INC.
Attest:/s/ By:/s/
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TITLE
[SEAL] PROVIDENT FINANCIAL PROCESSING
CORPORATION
Attest:/s/ By:/s/
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TITLE
