Exhibit 9(g)
ADDENDUM NO. 2 TO TRANSFER AGENCY AND SERVICES AGREEMENT
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This Addendum, dated as of the 30th day of July, 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: /s/ Xxxxxx X. Xxxxxxxxxx
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Xxxxxx X. Xxxxxxxxxx
President and Trustee
FIRST DATA INVESTOR SERVICES GROUP, INC.
By: /s/ Xxxxxx X. Xxxxx
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Xxxxxx X. Xxxxx
Executive Vice President
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