1
EXHIBIT 6(B)
AGREEMENT RELATING TO
DISTRIBUTION AGREEMENT
This AGREEMENT, is made as of the 29th day of March, 1995 between
Pacific Horizon Funds, Inc., a Maryland corporation (the "Fund"), and Concord
Financial Group, Inc., a Delaware Corporation (the "Distributor").
WHEREAS, the Fund is an open-end management investment company
registered under the Investment Company Act of 1940, as amended (the "1940
Act") and has entered into a distribution agreement (the "Distribution
Agreement") with the Distributor pursuant to which the Distributor acts as
distributor for the Fund's shares, and
WHEREAS, the Distribution 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, the Distributor is a wholly-owned subsidiary of Concord
Holding Corporation ("Concord") and 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 and
the Distributor that may be deemed to result in an assignment and termination
of the Distribution Agreement as that term is defined in the 1940 Act, and
WHEREAS, the Fund wishes to continue to retain the Distributor as the
distributor of the Fund's shares after the Merger Date on same terms and
conditions as existing prior to the Merger Date and the Distributor wishes to
continue to serve as distributor 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:
1. Renewal and Reinstatement of Distribution Agreement.
The Parties hereby agree that, effective upon the termination of the
Distribution Agreement on the Merger Date, the Distribution Agreement shall be
automatically, and without need of further action, renewed and reinstated and
shall continue in
2
effect under its current terms. The Parties further agree that the renewal and
reinstatement of the Distribution 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 Distribution Agreement.
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 FINANCIAL GROUP, INC.
By:/s/ Xxxxxxx Xxxxxxxxx
-----------------------
PACIFIC HORIZON FUNDS, INC.
By: /s/ Xxxxxx X. Xxxxxxx
-----------------------
-2-
