EXHIBIT 9.F
ADDENDUM NO. 2 TO TRANSFER AGENCY AND SERVICES AGREEMENT
This Addendum, dated as of the ____ day of ____, 1997, is
entered into between PEGASUS FUNDS (the "Trust"), a Massachusetts business
trust, and FIRST DATA INVESTOR SERVICES GROUP, INC. ("FDISG"), a
Massachusetts Corporation.
WHEREAS, the Trust and FDISG have entered into a Transfer
Agency and Services Agreement dated August 5, 1996 and Addendum No. 1 (the
"Transfer Agency Agreement"), pursuant to which the Trust appointed FDISG to
act as transfer agent (the "Transfer Agent") to the Trust's Growth Fund,
International Equity Fund, Equity Index Fund, Growth and Value Fund,
Intrinsic Value Fund, Mid-Cap Opportunity Fund, Equity Income Fund, Small-Cap
Opportunity Fund, Bond Fund, High Yield Bond, Short Bond Fund, Intermediate
Bond Fund, Municipal Bond Fund, Michigan Municipal Bond Fund, Intermediate
Municipal Bond Fund, Income Fund, International Bond Fund, Money Market Fund,
Treasury Money Market Fund, Municipal Money Market Fund, Michigan Municipal
Money Market Fund, Cash Management Fund, Treasury Cash Management, U.S.
Government Securities Cash Management Fund, Treasury Prime Cash Management
Fund, Managed Assets Balanced Fund, Managed Assets Conservative Fund and
Managed Assets Growth Fund (each, a "Fund");
WHEREAS, Article 14 of the Transfer Agency Agreement
provides that in the event the Trust establishes one or more additional
portfolios with respect to which it desires to retain FDISG to act as the
Transfer Agent under the Transfer Agency Agreement, the Trust shall so notify
FDISG in writing, and if FDISG is willing to render such services in
accordance with the fees set forth in Schedule B of the Transfer Agency
Agreement, the parties shall amend the Schedule of Portfolios to include such
additional portfolios;
WHEREAS, pursuant to Article 14 of the Transfer Agency
Agreement, the Trust has notified FDISG that it has established the Municipal
Cash Management Fund and that it desires to retain FDISG to act as the
Transfer Agent therefor, and FDISG has notified the Trust that it is willing
to serve as Transfer Agent for such Funds.
NOW, THEREFORE, the parties hereto, intending to be legally
bound, hereby agree as follows:
1. Appointment. The Trust hereby appoints FDISG to
act as Transfer Agent to the Trust for the Municipal Cash
Management Fund for the period and on the terms set forth in the
Transfer Agency Agreement. FDISG hereby accepts such appointment and agrees
to render the services set forth in the Transfer Agency Agreement, for the
compensation set forth in Schedule B of the Transfer Agency Agreement.
2. Capitalized Terms. From and after the date hereof, the
terms "Fund" and "Funds" as used in the Transfer Agency Agreement, as amended
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 Transfer Agency Agreement.
3. Miscellaneous. Except to the extent supplemented
hereby, the Transfer Agency 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 DATA INVESTOR SERVICES GROUP, INC.
By:_____________________________________
Xxxxxx X. Xxxxx
Executive Vice President
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