EXHIBIT 9.C
ADDENDUM NO. 2 TO CO-ADMINISTRATION AGREEMENT
This Addendum, dated as of the ____ day of ____, 1997, is
entered into between PEGASUS FUNDS (the "Trust"), a Massachusetts business
trust, FIRST CHICAGO NBD INVESTMENT MANAGEMENT COMPANY ("FCNIMCO"), a
registered investment adviser, and BISYS FUND SERVICES LIMITED PARTNERSHIP,
d/b/a, BISYS FUND SERVICES ("BISYS") (each an "Administrator" and
collectively, the Administrators").
WHEREAS, the Trust, FCNIMCO and BISYS have entered into a
Co-Administration Agreement dated June 11, 1996 and Addendum No 1
("Co-Administration Agreement"), pursuant to which the Trust appointed
FCNIMCO and BISYS to act as Administrators to the Trust's Money Market,
Treasury Money Market, Municipal Money Market, Michigan Municipal Money
Market, Cash Management, Treasury Cash Management, U.S. Government Securities
Cash Management, Treasury Prime Cash Management, Growth, International
Equity, Equity Index, Growth and Value, Intrinsic Value, Mid-Cap Opportunity,
Equity Income, Small-Cap Opportunity, Bond, High Yield Bond, Short Bond,
Michigan Municipal Bond, Intermediate Municipal Bond, Municipal Bond, Income,
Intermediate Bond, International Bond, Managed Assets Balanced, Managed
Assets Conservative and Managed Assets Growth Funds (each a "Fund");
NOW THEREFORE, the parties hereto, intending to be legally
bound, hereby agree as follows:
1. Appointment. The Trust hereby appoints FCNIMCO and BISYS
to act as Administrators to the Trust for the Municipal Cash Management Fund
for the period and on the terms set forth in the Co-Administration Agreement.
FCNIMCO and BISYS hereby accept such appointment and agree to render the
services set forth in the CoAdministration Agreement for the compensation
herein provided.
2. Compensation. For the services provided and the expenses
assumed pursuant to the Co-Administration Agreement, the Trust will pay the
Administrators, and the Administrators will accept as full compensation
therefor, a fee, computed daily and payable monthly, at the annual rate of
___% of the Municipal Cash Management Fund's average daily net assets.
3. Capitalized Terms. From and after the date hereof,
the term "Fund" as used in the Co-Administration Agreement shall
be deemed to include the Municipal Cash Management Fund.
Capitalized terms used herein and not otherwise defined shall have
the meanings ascribed to them in the Co-Administration Agreement.
4. Miscellaneous. Except to the extent supplemented
hereby, the Co-Administration 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:________________________________
Xxxxxx X. Xxxxxxxxxx
President and Trustee
FIRST CHICAGO NBD INVESTMENT
MANAGEMENT COMPANY
By:________________________________
Xxxxx Xxxxx
Managing Director
BISYS FUND SERVICES LIMITED
PARTNERSHIP
By: BISYS FUND SERVICES, INC.,
its general partner
By:____________________________
Name:
Title:
-2-
