1
Exhibit (9)(z)
Agency Agreement dated as of November 1, 1996
between Pegasus Funds and ▇▇▇▇▇▇ Fiduciary Trust Company
37
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PEGASUS FUNDS
Agency Agreement
THIS AGENCY AGREEMENT made as of the lst day of November, 1996, by and
between Pegasus Funds (the "Trust"), a registered investment company under the
Investment Company Act of 1940 (the "l940 Act"), and Putnam Fiduciary Trust
Company, a Massachusetts trust company with its principal office at ▇▇▇ ▇▇▇▇
▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇▇▇ ("PFTC").
WHEREAS, PFTC has agreed to provide certain administrative and
recordkeeping services as agent for certain employee benefit plans, profit
sharing plans and retirement plans identified in Schedule A, as amended from
time to time (the "Plans") for certain portfolios of the Trust (the "Funds"),
and is a transfer agent registered under the Securities Exchange Act of 1934, as
amended (the "Exchange Act"); and
NOW, THEREFORE, in consideration of the promises and mutual covenants
herein contained, the parties hereto agree as follows:
Section 1. Appointment of PFTC. The Trust hereby appoints PFTC as an
agent for the Trust for the sole purpose of accepting orders for the purchase,
and requests for redemption ("Instructions"), of the authorized and issued
shares of beneficial interest or common stock of the Funds (the "Shares")
purchased, held or redeemed by a Plan. PFTC accepts such appointment and agrees
to render the services herein set forth for the compensation herein provided.
Section 2. Duties of the Parties.
2.01 PFTC shall perform the following services:
(a) Receive from the Plans orders for the purchase of
Shares by the close of regular trading on the New York Stock Exchange
(the "Close of Trading") each business day that the New York Stock
Exchange is open for business ("Business Day"), transmit such orders to
the Transfer Agent for acceptance on such Business Day and promptly
deliver or instruct the Plans (or the Plans' Trustee(s) as the case may
be) to deliver payment and appropriate documentation therefor to
Transfer Agent for acceptance;
(b) Receive from the Plans by the close of Trading
each Business Day redemption requests and redemption directions,
transmit such requests and directions to the Transfer Agent and deliver
appropriate documentation therefor to Transfer Agent, in each case for
acceptance on such Business Day; and
(c) As instructed, maintain adequate records related
to, and advise Transfer Agent as to, the foregoing. To the extent
required under the 1940 Act and rules thereunder, PFTC agrees that such
records maintained by it will be preserved, maintained and made
available in accordance with the provisions of the 1940 Act and rules
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thereunder, and copies or, if required, originals, will be surrendered
promptly. Subject to the foregoing, records surrendered hereunder shall
be in machine readable or optical disk form. This provision shall
survive the termination of this Agreement.
2.02 PFTC shall maintain adequate offices, personnel and
computer and other equipment to perform the services contemplated by this
Agreement. PFTC shall notify the Trust promptly in the event that it becomes
unable for any reason to perform the services contemplated by, or any other of
its obligations under, this Agreement.
2.03 The parties hereto shall take all steps necessary to
ensure that the arrangements provided for in this Agreement are properly
disclosed to the Plans.
2.04 In accordance with procedures established from time to
time by agreement of the parties hereto, the Trust shall instruct the Transfer
Agent to furnish to PFTC, for each Fund, no later than 6:30 P.M. Eastern Time on
each Business Day as appropriate:
(a) Net asset value information as of the close of
Trading each Business Day when such information-is used for crediting
accounts; and
(b) Dividend and capital gains distribution
information, as it arises, when such information is used for crediting
accounts; and
(c) Daily accrual for interest rate factor (mil rate)
information with respect to Funds which declare dividends daily, when
such information is used for crediting accounts.
2.05 Orders derived from, and in amounts equal to,
Instructions received by PFTC prior to the Close of Trading on any Business Day
("Day 1") shall be transmitted by 9:30 a.m. (Eastern Time) on the next Business
Day. Such trades will be effected at the net asset value of each Fund's shares
calculated as of the Close of Trading on Day 1 subject to the terms of such
Fund's prospectus.
2.06 PFTC agrees that all books, records, information and data
pertaining to the business of the Transfer Agent which are exchanged or received
pursuant to the negotiation or the carrying out of this Agreement shall remain
confidential and shall not be voluntarily disclosed to any other person, except
as may be required by law.
2.07 PFTC shall maintain or provide for redundant facilities
and shall maintain or provide for backup files of its records maintained
hereunder and shall store such back-up files in a secure-off-premises location,
so that in the event of a power failure or other interruption of whatever cause
at the location of its records such records are maintained intact and
transactions can be processed at another location.
2.08 The parties hereto shall furnish to each other such
information as may reasonably be requested (including, without limitation,
periodic certifications confirming the provision of the services described
herein), and will otherwise cooperate with each other
39
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(including without limitation any auditors designated by the Trust) in
connection with reports to the Trust's Board of Trustees concerning this
Agreement and the monies paid or payable pursuant hereto, as well as any other
reports or filings that may be required by law.
2.09 The parties hereto shall comply with federal and state
securities laws and regulations thereunder in connection with their
responsibilities under this Agreement.
2.10 In accordance with the procedures established from time
to time by agreement of the parties hereto, the Trust shall cause the Transfer
Agent to promptly furnish to PFTC in the frequency requested, for each Fund:
(a) copies of prospectuses, financial statements,
reports or other materials relating to each Fund, and updates of such
materials, in the quantity requested by PFTC as such updates become
available; and
(b) performance data for each Fund, including without
limitation total return and current yield information computed in
accordance with applicable regulations and other performance
information as PFTC may reasonably request.
2.11 Purchases and sales of the Funds are subject to the terms
of the Funds' prospectuses.
2.12 The Trust hereby authorizes PFTC, for purposes of
subsection 2.10 concerning the transmission of performance data, to utilize
Lipper Analytical Services in reporting the performance of the Fund(s).
Section 3. Compensation. For the services which PFTC will render to the
Trust under this Agreement, the Trust will pay to PFTC a fee on a monthly basis,
at the rate or rates as set forth in Schedules Bl and B2.
Section 4. Representations and Warranties.
4.01 Each party represents and warrants to the other party
that:
(a) It is duly organized, validly existing and in
good standing under the laws of its state of organization;
(b) It has legal power and authority to carry on its
business, and is registered or licensed as required, in each
jurisdiction where it conducts its business and the registrations are
and will remain in full force and effect during the term of this
Agreement;
(c) It is empowered by its charter and bylaws and
under applicable law to enter into and perform this Agreement; and
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(d) All requisite actions have been taken to
authorize it to enter into and to perform this Agreement.
4.02 In addition, PFTC represents and warrants to the Trust
that:
(a) It is duly registered as a transfer agent under
section 17A of the Exchange Act; and
(b) It maintains and knows of no reason why it cannot
or will not during the term hereof maintain adequate offices, personnel
and computer and other equipment to perform the services contemplated
by this Agreement.
4.03 In addition, the Trust represents and warrants that it is
registered as an investment company under the 1940 Act.
Section 5. Indemnification.
5.01 Each party (an "Indemnitor") agrees to indemnify and hold
harmless the other party, their respective trustees or directors, officers,
agents, employees and each person, if any, who controls them within the meaning
of the Securities Act of 1933 ("1933 Act") (collectively, "Indemnified
Parties"), against any losses, claims, damages, liabilities or expenses
(including any legal or other expenses reasonably incurred by them in connection
with investigating or defending such loss, claim or action) to which an
Indemnified Party may become subject insofar as those losses, claims, damages,
liabilities or expenses (or actions in respect thereof), arise out of or are
based upon (a) any negligent act or omission by an Indemnitor or its agents
relating to the performance of its obligations under this Agreement; (b) any
breach by the Indenmitor of its representations or warranties contained in this
Agreement; (c) the Indemnitor's failure to comply with any of the terms of this
Agreement; or (d) the acceptance by any Indemnified Party of any transaction or
account maintenance information from the Indemnitor with respect to the Plans or
their assets. Each party represents and warrants that at all times it has
sufficient financial resources, whether through a fidelity bond or otherwise, to
meet all of its indemnification obligations arising under this Agreement.
Notwithstanding the foregoing, there shall be no
indemnification obligation between the parties arising out of the failure of any
Plan to provide good funds for the settlement of any transaction authorized by a
Plan.
5.02 In order that the indemnification provisions contained
herein shall apply, upon the assertion of a claim or loss for which either party
may be required to indemnify the other, the party seeking indemnification shall
promptly notify the other party of such assertion or loss, and shall keep the
other advised with respect to all developments concerning such claim. An
Indemnitor shall have the option to assume the defense of a claim at its
expense, or to participate at its expense with the party seeking indemnification
in the defense of such claim. The party seeking indemnification shall in no case
confess any claim or make ani, compromise in any case in which the other party
may be required io indemnify it except with the other party's prior written
consent.
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5.03 The obligations of the parties hereto under this Section
5 shall survive the termination of this Agreement.
Section 6. Acknowledgements. PFTC acknowledges that the Trust, as a
registered investment company under the 1940 Act, is subject to the provisions
of the 1940 Act and regulations thereunder, and that the offer and sale of its
shares are subject to the provisions of federal and state laws and regulations
applicable to the offer and sale of securities. The Trust acknowledges that PFTC
is not responsible for the Trust's compliance with such laws and regulations.
Section 7. Duration and Termination of Agreement. This Agreement will
become effective as of the date hereof and may be terminated by either party
upon ninety (90) days written notice to the other party. This Agreement shall
terminate immediately upon written notice to the other party in the event that:
(a) PFTC becomes unable for any reason to perform the
services contemplated by this Agreement;
(b) The Trust ceases to offer investment alternatives
under the Plans; or
(c) At any time, the authorizations, licenses,
qualifications or registrations required to be maintained by PFTC in
connection with the performance of its duties hereunder shall lapse or
cease to remain in full force and effect.
Upon termination of this Agreement, each party shall return to the other party
all copies of confidential or proprietary materials or information received from
such other party hereunder other than materials or information required to be
retained by such party under applicable law or regulations. The obligations of
the parties under this section shall survive the termination of this Agreement.
Section 8. Assignment. Neither this Agreement nor any rights or
obligations hereunder may be assigned or delegated by either party without the
written consent of the other party. This Agreement shall inure to the benefit of
and be binding upon the parties and their respective permitted successors and
assigns.
Section 9. Notices. Notices hereunder shall be in writing, shall be
delivered personally, sent by certified mail, return receipt requested, or sent
by facsimile machine in accordance with procedures established by agreement of
the parties hereto, and shall be addressed to a party either at his address
below or at a changed address specified by it in a notice to the other party
hereto:
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Pegasus Funds
c/o NBD Bank
▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇
▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇-▇▇▇▇
Attn: ▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇ Fiduciary Trust Company
▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇
Attn: ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
Section 10. Amendment. This Agreement may be amended or modified only
by a written agreement executed by both parties. The parties may add additional
employee benefit plans, profit sharing plans or retirement plans to the
provisions of this Agreement by executing one or more Schedules to this
Agreement identifying such plans and specifying the compensation payable by the
Trust with respect thereto. Each such Schedule shall be signed by both parties.
Section 11. Trust Liability. The names "Pegasus Funds" and "Trustees of
Pegasus Funds" refer, respectively, to the trust created and the trustees, as
trustees but not individually or personally, acting from time to time under a
Declaration of Trust dated April 21, 1987, as amended, which is hereby referred
to and a copy of which is on file at the office of the State Secretary of the
Commonwealth of Massachusetts and at the principal office of the Trust. The
obligations of the Trust entered into in the name or on behalf thereof by any of
the trustees, representatives or agents are made not individually, but in such
capacities, and are not binding upon any of the trustees, shareholders or
representatives of the Trust personally, but bind only the trust property, and
all persons dealing with any portfolio of the Trust must look solely to the
trust property belonging to such portfolio for the enforcement of any claims
against the Trust.
Section 12. Governing Law. This Agreement shall be constructed and the
provisions thereof interpreted under and in accordance with the laws of The
Commonwealth of Massachusetts.
Section 13. Entire Agreement. This Agreement constitutes the entire
agreement between the parties hereto and supersedes any prior agreement with
respect to the subject matter hereof whether oral or written. This Agreement is
intended to set forth the rights, duties and responsibilities between the Trust
and PFTC with respect to the matters covered herein. Nothing contained in the
Agreement is intended to convey rights to any third parties such as Plans, Plan
participants or the Transfer Agent.
Section 14. Headings. Paragraphs headings in this Agreement are
included for convenience or reference only and are not to be used to construe or
interpret this Agreement.
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IN WITNESS HEREOF, the parties hereto have caused this Agreement to be
executed in their names and on their behalf by and through their duly authorized
officers, as of the day and year first above written.
▇▇▇▇▇▇ FIDUCIARY TRUST COMPANY
By: /s/ ▇▇▇▇ ▇▇▇▇
-------------------------------
Name: ▇▇▇▇ ▇▇▇▇
-----------------------------
Title: Senior Vice-President
----------------------------
Date: June 5, 1998
-----------------------------
PEGASUS FUNDS
By: /s/ D. ▇▇▇ ▇▇▇▇▇
-------------------------------
Name: D. ▇▇▇ ▇▇▇▇▇
-----------------------------
Title: Treasurer
----------------------------
Date: May 26, 1998
-----------------------------
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SCHEDULE A
LIST OF PLANS
I. Institutional Plans (Plans with assets over $20 million)
First Chicago Corporation Savings Incentive Plan
NBD Bancorp, Inc. Savings and Investment Plan
▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ and ▇▇▇▇ Income Deferral Plan
▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ and ▇▇▇▇ Profit Sharing Plan.
II. Retail Plans (Plans with assets under $20 million)
▇▇▇▇▇ ▇▇▇▇▇▇▇ Prototype Plan
Bayer ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇▇ Employees Profit Sharing Plan
▇▇▇ ▇. ▇▇▇▇▇▇▇ Profit Sharing and 401(k) Plan
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SCHEDULE B 1
FEES AND-EXPENSES
The fees referred to in Section 3 of this Agreement shall be as
follows:
I. For those Plans listed in Part I of Schedule A, ▇▇▇▇▇▇ shall receive a
base fee as follows:
a. $1 per transaction, which includes a payroll contribution to a
mutual fund in a participant account, enrollments and telephone calls
to live operators. Exchanges or transfers are not transactions for
purposes of this calculation; and
b. $3 per participant mutual fund account per annum; and
c. An annual charge of 0.18% (18 basis points) on the Trust's
equity, balanced and asset allocation funds, 0.19% (19 basis points) on
the Trust's fixed income funds and 0.20% (20 basis points) on the
Trust's money market funds based on the average daily net assets
invested by the Plans.
II. Such fees shall be fixed for a period of three years. However, in the
event that ▇▇▇▇▇▇ changes its standard sub-transfer agent pricing and such a
change would reduce the sub-transfer agent fees paid by the Trust's mutual
funds, then the Trust will receive the benefits of such a change.
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SCHEDULE B 2
FEES AND EXPENSES
The fees referred to in Section 3 of this Agreement shall be as
follows:
I. For those Plans listed in Part II of Schedule A, ▇▇▇▇▇▇ shall receive:
a. $1 per transaction, which includes a payroll contribution to a
mutual fund in a participant account, enrollments and telephone calls
to live operators. Exchanges or transfers are not transactions for
purposes of this calculation; and
b. $3 per participant mutual fund account per annum; and
c. An annual charge of 0.18% (18 basis points) on the Trust's
equity, balanced and asset allocation funds, 0.19% (19 basis points) on
the Trust's fixed income funds and 0.20% (20 basis points) on the
Trust's money market funds; provided, however, that the total fees paid
in any year shall not exceed the following:
Equity, Balanced and Asset Allocation Funds 25 basis points
Fixed Income Funds 26 basis points
Money Market Funds 27 basis points
d. All basis point charges are based on the average daily net
assets invested by the Plans in the Funds.
II. Such fees shall be fixed for a period of three years. However, in the
event that ▇▇▇▇▇▇ changes its standard sub-transfer agent pricing and such a
change would reduce the sub- transfer agent fees paid by the Trust's mutual
funds, then the Trust will receive the benefits of such a change.
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THIRD AMENDMENT TO PEGASUS FUNDS AGENCY AGREEMENT
THIS AMENDMENT, dated as of the 1st day of January, 1998 by and between
Pegasus Funds (the "Trust") and ▇▇▇▇▇▇ Fiduciary Trust Company ("PFTC") as
parties to the Pegasus Funds Agency Agreement (the "Agreement") effective
January 1, 1998.
WHEREAS, the Trust and PFTC entered into an agreement dated November 1,
1996 with regard to certain employee benefit, profit-sharing and retirement
plans for which PFTC now performs or intends to perform administrative services
(the "Plan D")and
WHEREAS, the Trust and PFTC desire to amend said Agreement to allow
PFTC to receive electronic versions of Fund prospectus(es).
NOW THEREFORE, pursuant to Section 10 of the Agreement, the Trust and
PFTC hereby amend the Agreement as follows:
1. Section 2. 10 of the Agreement shall be deleted in its
entirety and the following language inserted in lieu thereof:
"In accordance with the procedures established from time to time by
agreement of the parties hereto, the Trust shall promptly furnish to PFTC in the
frequency requested, for each Fund:
a. copies of prospectuses, financial statements, reports or other
materials relating to each Fund, and updates of such materials, in the
quantity requested by PFTC, as such updates become available and as
required by law; and
b. performance data for each Fund, including without limitation,
standardized performance information, total return and current yield
information computed in accordance with SEC rules and other performance
information as the PFTC may reasonably request.
c. Such copies and performance data as described in subsections
(a) and (b) above (collectively "Fund Information") may be received by
PFTC through electronic means or in disk format. PFTC is authorized to
distribute such Fund Information to the Plan and plan participants via
the Internet, other electronic means or hard copy as long as it
complies with SEC rules and regulations regarding electronic delivery
applicable to such distribution.
d. With respect to the Fund Information received electronically
or in disk format, PFTC represents, warrants and covenants that it
shall not alter in any way such Fund Information provided by the Trust
and shall promptly make available updated Fund Information after PFTC
receives such Fund Information from the Trust in the format
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specified in subsection (c) above. The Trust represents, warrants and
covenants that Fund Information shall be promptly delivered
electronically or in disk format to PFTC."
The Agreement, as amended, shall remain in full force and effect.
IN WITNESS WHEREOF, the Trust and PFTC have caused this Amendment to be
executed by their duly authorized officers effective as of the day and year
first above written.
▇▇▇▇▇▇ FIDUCIARY TRUST PEGASUS FUNDS
COMPANY
By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ By: /s/ D. ▇▇▇ ▇▇▇▇▇
------------------------ -------------------------
▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ D. ▇▇▇ ▇▇▇▇▇
------------------------ -------------------------
Title: Managing Director Title: Treasurer
--------------------- -----------------------
Date: January 5, 1998 Date: December 23, 1997
---------------------- ------------------------
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REVISED FOURTH AMENDMENT TO PEGASUS FUNDS
AGENCY AGREEMENT
This amendment is dated as of the 1st day of April, 1998 by and between Pegasus
Funds (the "Trust") and ▇▇▇▇▇▇ Fiduciary Trust Company ("PFTC") as parties to
the Pegasus Funds Agency Agreement (the "Agreement").
WHEREAS, the Trust and PFTC entered into the Agreement on November 1, 1996 with
regard to certain employee benefit, profit-sharing, and retirement plans for
which PFTC now performs or intends to perform administrative services; and
WHEREAS, PFTC and the Trust, or the Trust's designated agent, are members of the
National Securities Clearing Corporation CNSCC") or otherwise have access to the
NSCC's Fund/SERV system ("Fund/SERV") and to the NSCC's NETWORKING system
"NETWORKING"); and
WHEREAS, Fund/SERV permits the transmission of orders for the purchase and
redemption of Fund shares between PFTC and the Trust; and;
WHEREAS, NETWORKING permits the transmission of Plan account activity and data
between PFTC and the Trust; and
WHEREAS, the Trust and the PFTC desire to amend said Agreement in the manner
hereinafter set forth;
NOW THEREFORE, pursuant to Section 10 of the Agreement, the Trust and PFTC
hereby amend the Agreement in the following form:
1. Section 2.04 is amending by adding a new subsection (d) to read as
follows:
"In addition, the Transfer Agent will transmit daily net asset value
information and daily accrual for interest rate factor (mil rate)
information as of the Close of Trading each Business Day to PFTC via
the NSCC's Mutual Fund Profile system ("MFPS") no later than 7:30 p.m.
Eastern Time on each Business Day.
2. Section 2.05 is amended to read as follows:
"(a) Orders derived from, and in amounts equal to, Instructions
received by PFTC prior to the Close of Trading on any Business Day
("Day 1") shall be transmitted by PFTC via the Fund/SERV system to the
Transfer Agent no later than 5:00 a.m. Eastern Time on the next
Business Day ("Day 2"). Such trades will be effected at the net asset
value of each Fund's shares calculated as of the Close of Trading on
Day 1 subject to the terms of such Fund's prospectus. In the event of
an error or delay with respect to the transmittal of such orders by
PFTC, PFTC may resubmit such order to the Transfer Agent via the
Fund/SERV system on the Business Day following Day 2 and Transfer Agent
shall effect such trade as of the original placement date.
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(b) To the extent that such orders are not transmitted to the Transfer
Agent via the Fund/SERV system, such orders shall be transmitted via
facsimile to the Transfer Agent by 9:30 a.m. Eastern Time on the next
Business Day. Such trades will be effected at the net asset value of
each Fund's shares calculated as of the Close of Trading on Day 1
subject to the terms of such Fund's prospectus."
3. By adding a new Section 2.13 to read as follows:
"On each Business Day for which PFTC has transmitted orders for
purchases, exchanges or redemptions for a Plan, Transfer Agent shall
send to PFTC via the Fund/SERV system, verification of such purchases,
exchanges or redemptions or notification of the rejection of such
orders("Confirmations"). Such Confirmations shall include the total
number of Shares of each Fund held by a Plan following such purchases,
exchanges or redemptions. Transfer Agent shall submit, in a timely
manner, such Confirmations to the Fund/SERV system in order for PFTC to
receive no later than 11:00 a.m. Eastern Time the next Business Day."
4. By adding a new Section 2.14 to read as follows:
"(a) In the event there are purchase and redemption orders received by
the Transfer Agent within the time limits set forth above on any
Business Day for any Fund, settlement shall occur consistent with the
requirements of the Fund/SERV system.
(b) For those purchase orders not transmitted via the Fund/SERV system,
PFTC shall make payment to the Trust or its designated agent in federal
funds no later than the close of the Fedwire system on the Business Day
following the day on which the Instructions are treated as having been
received by the Trust pursuant to this Agreement.
(c) For those redemption orders not transmitted via the Fund/SERV
system, the Trust shall make payment in federal funds no later than the
close of the Fedwire system on the Business Day following the day on
which the Instruction are treated as having been received by the Trust
pursuant to this Agreement."
5. By adding a new Section 2.15 to read as follows:
"The Transfer Agent will transmit to PFTC via the NETWORKING system
those Networking activity files reflecting all account activity
including but not limited to closing account balance, purchases,
redemptions, capital gains, dividends, price and share adjustments.
Such files must be received by PFTC on the Business Day following Day
2."
6. By deleting in its entirety Schedule B 3 FEES AND EXPENSES and
inserting a new Schedule B 3 FEES AND EXPENSES to read as follows:
"The fees referred to in Section 3 of this Agreement shall be as
follows:
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For those Plans listed in Part III of Schedule A, ▇▇▇▇▇▇ shall receive:
a. (1) $1 per manual transaction. Exchanges or transfers are not
transactions for purposes of this calculation; and
(2) $0.75 per automated transaction. Exchanges or transfers
are not transactions for purposes of this calculation
b. $3 per participant mutual ftmd account per annum; and
c. An annual charge of 0.09 % (9 basis points) on all asset types
held by the Plans.
d. All basis point charges are based on the average daily net
assets invested by the Plans in the Funds."
The Agreement, as amended, shall remain in full force and effect.
IN WITNESS THEREOF, the Trust and PFTC have caused this Amendment to be executed
by their duly authorized officers effective as of the date first written above.
▇▇▇▇▇▇ FIDUCIARY TRUST PEGASUS FUNDS
COMPANY
By: /s/ ▇▇▇▇ ▇▇▇▇ By: /s/ D. ▇▇▇ ▇▇▇▇▇
------------------------- -------------------------
Name: ▇▇▇▇ ▇▇▇▇ D. ▇▇▇ ▇▇▇▇▇
----------------------- -------------------------
Title: Senior Vice President Title: Treasurer
---------------------- -----------------------
Date: June 5, 1998 Date: May 26, 1998
----------------------- ------------------------
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AMENDED AND RESTATED SCHEDULE A OF
THE PEGASUS FUNDS AGENCY AGREEMENT
LIST OF PLANS
I. FIRST CHICAGO / NBD PLANS
First Chicago Corporation Savings Incentive Plan
NBD Bancorp, Inc. Savings and Investment Plan
II. INSTITUTIONAL PLANS
▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ and ▇▇▇▇ Income Deferral Plan
▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ and ▇▇▇▇ Profit Sharing Plan
Consolidated Health Group, Inc. Deferred Contribution Plan
PLATINUM Technology, Inc. 401(k) Savings Plan
American Axle & Manufacturing, Inc. Personal Savings Plan for Hourly Rate
Employees
American Axle & Manufacturing, Inc. Salaried Savings Plan
American Axle & Manufacturing, Inc. Income Security Plan for Hourly Rate
Employees
Bankers Systems, Inc. Pension Plan (effective October 1, 1997)
Bankers Systems, Inc. Cash/Profit Sharing Retirement Plan (effective October 1,
1997)
Elco Anchor Wire Inc. Retirement Plan (effective January 2, 1998)
Canadaigua Brands 401(k) and Profit Sharing Plan
Chaparral Steel Retirement Savings Plan
The Retirement Plan (TXI)
The TXI Supplemental Plan
The Market Square Profit Sharing Plan
▇▇▇▇▇▇ Brands, LTD. Bardstown Hourly Employees' Savings Plan
▇▇▇▇▇▇ Owensboro/Albany Union 401(k) Profit Sharing Plan
III. RETAIL PLANS
▇▇▇▇▇ ▇▇▇▇▇▇▇ Prototype Plan
Bayer ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇▇ Employees Profit Sharing Plan
▇▇▇ ▇. ▇▇▇▇▇▇▇ Profit Sharing and 401(k) Plan
Date: SEPTEMBER 4. 1998
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AMENDED AND RESTATED SCHEDULE A OF
THE PEGASUS FUNDS AGENCY AGREEMENT
LIST OF PLANS
I. FIRST CHICAGO/NBD PLANS
First Chicago Corporation Savings Incentive Plan
NBD Bancorp, Inc. Savings and Investment Plan
II. INSTITUTIONAL PLANS
▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ and ▇▇▇▇ Income Deferral Plan
▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ and ▇▇▇▇ Profit Sharing Plan
Consolidated Health Group, Inc. Deferred Contribution Plan
PLATINUM Technology, Inc. 401(k) Savings Plan
American Axle & Manufacturing, Inc. Personal Savings Plan for Hourly Rate
Employees
American Axle & Manufacturing, Inc. Salaried Savings Plan
American Axle & Manufacturing, Inc. Income Security Plan for Hourly Rate
Employees
Bankers Systems, Inc. Pension Plan (effective October 1, 1997)
Bankers Systems, Inc. Cash/Profit Sharing Retirement Plan (effective October 1,
1997)
Elco Anchor Wire Inc. Retirement Plan (effective January 2, 1998)
Canadaigua Brands 401(k) and Profit Sharing Plan
Chaparral Steel Retirement Savings Plan
The Retirement Plan (TXI)
The TXI Supplemental Plan
The Market Square Profit Sharing Plan
III. RETAIL PLANS
▇▇▇▇▇ ▇▇▇▇▇▇▇ Prototype Plan
Bayer ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇▇ Employees Profit Sharing Plan
▇▇▇ ▇. ▇▇▇▇▇▇▇ Profit Sharing and 401(k) Plan
DATE: APRIL 21,1998
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