Exhibit 5(e)
ADDENDUM NO. 3 TO ADVISORY AGREEMENT
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This Addendum, dated as of the _____ day of __________, 199_, is
entered into between PEGASUS FUNDS (the "Trust"), a Massachusetts business
trust, and FIRST CHICAGO NBD INVESTMENT MANAGEMENT COMPANY ("FCNIMCO"), a
registered investment adviser.
WHEREAS, the Trust, and FCNIMCO have entered into an Advisory
Agreement dated April 12, 1996 ("Advisory Agreement"), pursuant to which the
Trust appointed FCNIMCO to act as investment adviser ("Adviser") to the Trust's
Money Market, Treasury Money Market, Municipal Money Market, Michigan Municipal
Money Market, Cash Management, U.S. Government Securities Cash Management,
Treasury Prime Cash Management, Treasury Cash Management, Municipal 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");
WHEREAS, Article 1(b) of the Advisory Agreement provides that in the
event the Trust establishes one or more additional portfolios with respect to
which it desires to retain FCNIMCO to act as the Adviser under the Advisory
Agreement, the Trust shall so notify FCNIMCO in writing and if FCNIMCO is
willing to render such services it shall notify the Trust in writing, and the
compensation to be paid to FCNIMCO pursuant to Article 5 of the Advisory
Agreement;
WHEREAS, pursuant to Article 1(b) of the Advisory Agreement, the Trust
has notified FCNIMCO that it has established the Market Expansion Index and
Short Municipal Bond Funds and that it desires to retain FCNIMCO to act as the
Adviser therefor, and FCNIMCO has notified the Trust that it is willing to serve
as Adviser for such Funds.
NOW THEREFORE, the parties hereto, intending to be legally bound,
hereby agree as follows:
1. Appointment. The Trust hereby appoints FCNIMCO to act as Adviser
to the Trust for the Market Expansion Index Fund and Short Municipal Fund for
the period and on the terms set forth in the Advisory Agreement. FCNIMCO hereby
accepts such appointment and agrees to render the services set forth in the
Advisory Agreement for the compensation herein provided.
2. Compensation. For the services provided and the expenses assumed
pursuant to the Advisory Agreement, the Trust will pay the Adviser, and the
Adviser will accept as full compensation therefor, a fee, computed daily and
payable monthly, at the annual rate of .25% and .40% of the Market Expansion
Index and Short Municipal Bond Funds' average daily net assets, respectively.
3. Capitalized Terms. From and after the date hereof, the term
"Fund" as used in the Advisory Agreement shall be deemed to include the Market
Expansion Index Fund and Short Municipal Bond Fund. Capitalized terms used
herein and not otherwise defined shall have the meanings ascribed to them in the
Advisory Agreement.
4. Miscellaneous. Except to the extent supplemented hereby, the
Advisory 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:________________________________
D'Xxx Xxxxx
Treasurer
FIRST CHICAGO NBD INVESTMENT
MANAGEMENT COMPANY
By:________________________________
Xxxxx Xxxxx
Managing Director
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