Exhibit 9(d)
ADDENDUM NO. 3 TO CO-ADMINISTRATION 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, FIRST CHICAGO NBD INVESTMENT MANAGEMENT COMPANY ("FCNIMCO"), a registered
investment adviser, and BISYS FUND SERVICES LIMITED PARTNERSHIP, d/b/a, BISYS
FUND SERVICES ("BISYS") (each an "Administrator" and collectively, the
Administrators").
WHEREAS, the Trust, FCNIMCO and BISYS have entered into a Co-
Administration Agreement dated June 11, 1996 and Addenda Nos. 1 and 2 ("Co-
Administration Agreement"), pursuant to which the Trust appointed FCNIMCO and
BISYS to act as Administrators to the Trust's Money Market, Treasury Money
Market, Municipal Money Market, Michigan Municipal Money Market, Cash
Management, Municipal Cash Management, Treasury Cash Management, U.S. Government
Securities 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");
NOW THEREFORE, the parties hereto, intending to be legally bound,
hereby amend the Co-Administration Agreement as follows:
The following sentence shall be added to the end of the paragraph in
Article 10 - Amendment to this Agreement:
"However, the parties may from time to time amend Schedule 1, with a
copy to all parties, to add a new portfolio or delete a portfolio for which the
Administrators no longer provide administration services."
Except to the extent supplemented hereby, the Co-Administration
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
BISYS FUND SERVICES LIMITED
PARTNERSHIP
By: BISYS FUND SERVICES, INC.,
its general partner
By:____________________________
J. Xxxxx Xxxxx
President