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EXHIBIT 9(L)
AGREEMENT RELATING TO
SPECIAL MANAGEMENT SERVICES AGREEMENT
This AGREEMENT, is made as of the 29th day of March, 1995 among
Pacific Horizon Funds, Inc., a Maryland Corporation, (the "Fund"), Bank of
America National Trust and Savings Association (the "Bank") and Concord Holding
Corporation, a Delaware Corporation ("Concord").
WHEREAS, the Fund is an open-end management investment company
registered under the Investment Company Act of 1940, as amended (the "1940
Act"), and
WHEREAS, the Fund, the Bank and Concord have entered into a Special
Management Services Agreement ("Special Management Services Agreement")
pursuant to which Concord performs certain specified special services for the
benefit of the series of shares known as "Pacific Horizon Shares,"
WHEREAS, the Special Management Services Agreement provides that it
will automatically terminate in the event of its assignment, as that term is
defined in the Investment Company Act of 1940 (the "1940 Act"), and
WHEREAS, Concord has entered into a definitive merger agreement with
The BISYS Group, Inc. ("BISYS") pursuant to which a subsidiary of BISYS will
merge with and into Concord and Concord will become a wholly-owned subsidiary
of BISYS (the "Merger") on or about March 31, 1995 (the actual date of the
Merger to be referred to as the "Merger Date"), and
WHEREAS, the Merger will result in a change of control of Concord that
may be deemed to result in an assignment and termination of the Special
Management Services Agreement as that term is defined in the 1940 Act, and
WHEREAS, the Fund wishes Concord to continue to perform special
management services for the benefit of Pacific Horizon shares services
following the Merger on the same terms and conditions as exist prior to the
Merger Date and Concord wishes to continue to perform such special management
services under those same terms.
NOW, THEREFORE, in consideration of the mutual covenants contained
herein, and for other good and valuable consideration, the sufficiency and
receipt of which are hereby acknowledged, the Parties hereto agree as follows:
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1. RENEWAL OF SPECIAL MANAGEMENT SERVICES AGREEMENT.
The Parties hereby agree that, effective upon the termination of the Special
Management Services Agreement on the Merger Date, the Special management
Services Agreement shall be automatically, and without need of further action,
renewed and reinstated and shall continue in effect under its current terms.
The Parties further agree that the renewal and reinstatement of the Special
Management Services Agreement shall be evidenced by their respective execution
of this Agreement and that no further agreement or documentation shall be
required.
2. OTHER MATTERS
a. In the event the Merger is not consummated
within 120 calendar days of the date hereof, this Agreement shall become null
and void and therefore have no effect on the Special Management Services
Agreement shall continue to remain in full force and effect in accordance with
its current terms and conditions
b. This Agreement may be executed in one or more
counterparts, each of which may be deemed to be an original, but all of which
taken together shall constitute one and the same instrument
IN WITNESS WHEREOF, the parties hereto have executed this Agreement on
the date first written above.
CONCORD HOLDING CORPORATION
By:/s/ Xxxxxxx Xxxxxxxxx
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PACIFIC HORIZON FUNDS, INC.
By:/s/ Xxxxxx X. Xxxxxxx
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BANK OF AMERICA NATIONAL TRUST
AND SAVINGS ASSOCIATION
By:/s/ Xxxxx XxXxxxx-Xxxxxx
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Xxxxx XxXxxxx-Xxxxxx, SVP
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