EXHIBIT 5.D
ADDENDUM NO. 2 TO ADVISORY AGREEMENT
This Addendum, dated as of the ____ day of ____ 1997, 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 and Addendum No. 1 ("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 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");
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
Municipal Cash Management Fund 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 Municipal Cash Management 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 ____% 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 Advisory 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 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:________________________________
Xxxxxx X. Xxxxxxxxxx
President and Trustee
FIRST CHICAGO NBD INVESTMENT
MANAGEMENT COMPANY
By:________________________________
Xxxxx Xxxxx
Managing Director
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