EXHIBIT 8.K
XXXXXXXX XX. 00 TO
AMENDED AND RESTATED
CUSTODIAN AGREEMENT
This Addendum, dated as of the ____ day of ____, 1997, is
entered into between PEGASUS FUNDS (the "Trust"), a Massachusetts business
trust, and NBD BANK ("NBD" or the "Custodian"), a state-chartered bank
incorporated under the laws of Michigan.
WHEREAS, the Trust and NBD have entered into an Amended and
Restated Custodian Agreement dated May 16, 1989 and Addenda Nos. 1, 2, 3, 4,
5, 6, 7, 8 and 9 (the "Custodian Agreement"), pursuant to which the Trust
appointed NBD to act as Custodian to the Trust's Money Market Fund, Municipal
Money Market Fund, Growth and Value Fund, Mid-Cap Opportunity Fund, Intrinsic
Value Fund, Intermediate Bond Fund, Bond Fund, High Yield Bond, Michigan
Municipal Money Market Fund, Equity Index Fund, Treasury Money Market Fund,
Municipal Bond Fund, Michigan Municipal Bond Fund, Managed Assets Balanced
Fund, Growth Fund, Short Bond Fund, U.S. Government Income Fund,
International Equity Fund, Cash Management Fund, U.S. Government Securities
Cash Management Fund, Treasury Cash Management, Treasury Prime Cash
Management Fund, Equity Income Fund, Small-Cap Opportunity Fund, Intermediate
Municipal Bond Fund, Income Fund, International Bond Fund, Managed Assets
Conservative Fund and Managed Assets Growth Fund;
WHEREAS, Article XIV, Paragraph 9 of the Custodian
Agreement provides that in the event the Trust establishes one or more
additional portfolios with respect to which it desires to retain NBD to act
as the custodian under the Custodian Agreement, the Trust shall so notify NBD
in writing and if NBD is willing to render such services it shall notify the
Trust in writing, and the compensation to be paid to NBD shall be that which
is agreed to in writing by the Trust and NBD pursuant to Article XII,
Paragraph 7 of the Custodian Agreement;
WHEREAS, pursuant to Article XIV, Paragraph 9 of the
Custodian Agreement, the Trust has notified NBD that it intends to establish
the Municipal Cash Management Fund and that it desires to retain NBD to act
as the custodian therefor, and NBD has notified the Trust that it is willing
to serve as custodian for such Funds.
NOW THEREFORE, the parties hereto, intending to be legally
bound, hereby agree as follows:
1. Appointment. The Trust hereby appoints NBD to act
as Custodian to the Trust for the Municipal Cash Management Fund
for the period and on the terms set forth in the Custodian
Agreement. NBD hereby accepts such appointment and agrees to
render the services set forth in the Custodian Agreement, for the
compensation provided in Appendix A hereto.
2. Capitalized Terms. From and after the date hereof,
the terms "Fund" and "Series" as used in the Custodian 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 Custodian Agreement.
3. Miscellaneous. Except to the extent supplemented
hereby, the Custodian 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
NBD BANK
By: _________________________
Name: Xxxxx X. Xxxxxxx
Title: Vice President
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APPENDIX A
For the services provided pursuant to the Custodian
Agreement with respect to the Municipal Cash Management Fund the Custodian
will accept the following fees:
Unit Price
----------
Clearing and settlement transaction $ _____
Accounting entry and vault/safekeeping
transactions $ _____
Activity Processing
A. Master Control Fund Accounting
Annual maintenance $ ____
Debit activity $ ____
Credit activity $ ____
B. Master Settlement Accounting
Account maintenance $ ____
Debit activity $ ____
Credit activity $ ____
Check supplies $ ____
C. Out-of-Pocket Expenses. In addition to the service fees
above, the Trust will reimburse the Custodian for its out-of-
pocket expenses including, but not limited to, postage, telephone,
telex, facsimile, Federal Express and Federal Reserve wire fees,
incurred on behalf of the Trust.