EXHIBIT (9)(d)
ADDENDUM NO. 1 TO TRANSFER AGENCY AND SERVICES AGREEMENT
This Addendum, dated as of the 27th day of June, 1997, is
entered into between PEGASUS FUNDS (the "Trust"), a Massachusetts business
trust, and FIRST DATA INVESTOR SERVICES GROUP, INC. ("FDISG"), a
Massachusetts Corporation.
WHEREAS, the Trust and FDISG have entered into a Transfer
Agency and Services Agreement dated August 5, 1996 (the "Transfer Agency
Agreement"), pursuant to which the Trust appointed FDISG to act as transfer
agent (the "Transfer Agent") to the Trust's Growth Fund, International Equity
Fund, Equity Index Fund, Growth and Value Fund, Intrinsic Value Fund, Mid-Cap
Opportunity Fund, Equity Income Fund, Small-Cap Opportunity Fund, Bond Fund,
Short Bond Fund, Intermediate Bond Fund, Municipal Bond Fund, Michigan
Municipal Bond Fund, Intermediate Municipal Bond Fund, Income Fund,
International Bond Fund, Money Market Fund, Treasury Money Market Fund,
Municipal Money Market Fund, Michigan Municipal Money Market Fund, Cash
Management Fund, U.S. Government Securities Cash Management Fund, Treasury
Prime Cash Management Fund, Managed Assets Balanced Fund, Managed Assets
Conservative Fund and Managed Assets Growth Fund (each, a "Fund");
WHEREAS, Article 14 of the Transfer Agency Agreement provides
that in the event the Trust establishes one or more additional portfolios
with respect to which it desires to retain FDISG to act as the Transfer Agent
under the Transfer Agency Agreement, the Trust shall so notify FDISG in
writing, and if FDISG is willing to render such services in accordance with
the fees set forth in Schedule B of the Transfer Agency Agreement, the
parties shall amend the Schedule of Portfolios to include such additional
portfolios;
WHEREAS, pursuant to Article 14 of the Transfer Agency
Agreement, the Trust has notified FDISG that it has established the Treasury
Cash Management Fund and High Yield Bond Fund (each, a "Fund") and that it
desires to retain FDISG to act as the Transfer Agent therefor, and FDISG has
notified the Trust that it is willing to serve as Transfer Agent for such
Funds.
NOW, THEREFORE, the parties hereto, intending to be legally
bound, hereby agree as follows:
1. Appointment. The Trust hereby appoints FDISG to
act as Transfer Agent to the Trust for the Treasury Cash
Management Fund and High Yield Bond Fund for the period and on the
terms set forth in the Transfer Agency Agreement. FDISG hereby
accepts such appointment and agrees to render the services set forth in the
Transfer Agency Agreement, for the compensation set forth in Schedule B of
the Transfer Agency Agreement.
2. Capitalized Terms. From and after the date hereof, the
terms "Fund" and "Funds" as used in the Transfer Agency Agreement, as amended
shall be deemed to include the Treasury Cash Management Fund and High Yield
Bond Fund. Capitalized terms used herein and not otherwise defined shall have
the meanings ascribed to them in the Transfer Agency Agreement.
3. Miscellaneous. Except to the extent supplemented
hereby, the Transfer Agency Agreement shall remain unchanged and
in full force and effect and is hereby ratified and confirmed in
all respects as supplemented hereby.
IN WITNESS WHEREOF, the undersigned have executed this
Addendum as of the date and year first above written.
PEGASUS FUNDS
By: /s/ XXXXXX X. XXXXXXXXXX
-------------------------------------
Xxxxxx X. Xxxxxxxxxx
President and Trustee
FIRST DATA INVESTOR SERVICES GROUP, INC.
By: /s/ XXXXXX X. XXXXX
-------------------------------------
Xxxxxx X. Xxxxx
Executive Vice President
- 2 -
