Exhibit 9(c)
ADDENDUM NO. 2 TO CO-ADMINISTRATION AGREEMENT
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This Addendum, dated as of the 30th day of July, 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 Co-Administration 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 .15%
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: /s/ Xxxxxx X. Xxxxxxxxxx
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Xxxxxx X. Xxxxxxxxxx
President and Trustee
FIRST CHICAGO NBD INVESTMENT
MANAGEMENT COMPANY
By: /s/ Xxxxx Xxxxx
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Xxxxx Xxxxx
Managing Director
BISYS FUND SERVICES LIMITED
PARTNERSHIP
By: BISYS FUND SERVICES, INC.,
its general partner
By: /s/ J. Xxxxx Xxxxx
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Name: J. Xxxxx Xxxxx
Title: President
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