Exhibit 6(c)
ADDENDUM NO. 2 TO DISTRIBUTION 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 BISYS
FUND SERVICES LIMITED PARTNERSHIP, d/b/a/ BISYS FUND SERVICES ("BISYS").
WHEREAS, BISYS and the Trust have entered into the Distribution
Agreement dated June 11, 1996 and Addendum No. 1, (the "Distribution Agreement")
with respect to shares of beneficial interest in the Trust's Money Market,
Treasury Money Market, Municipal Money Market, Michigan Municipal Money Market,
Cash Management, U.S. Government Securities Cash Management, Treasury Cash
Management, Treasury Prime Cash Management, Growth, International Equity, Equity
Index, Growth and Value, Intrinsic Value, Mid-Cap Opportunity, Equity Income,
Small-Cap Opportunity, High Yield Bond, 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 "Series");
WHEREAS, Section 1(d) of the Distribution Agreement provides that in
the event the Trust establishes one or more additional portfolios with respect
to which it desires to retain BISYS to act as the exclusive distributor and
representative under the Distribution Agreement, the Trust shall so notify BISYS
in writing and if BISYS is willing to render such services it shall notify the
Trust in writing, subject to such approval as may be required pursuant to
Section 12 of the Distribution Agreement and any necessary regulatory and
shareholder approvals, and the compensation to be paid to BISYS shall be that
which is agreed to in writing by the Trust and BISYS;
WHEREAS, pursuant to Section 1(d) of the Distribution Agreement, the
Trust has notified BISYS that it has established the Municipal Cash Management
Fund and that it desires to retain BISYS to act as the exclusive distributor and
representative therefor, and BISYS has notified the Trust that it is willing to
serve as exclusive distributor and representative for such Funds.
NOW, THEREFORE, the parties hereto, intending to be legally bound,
hereby agree as follows:
1. Appointment. The Trust hereby appoints BISYS to act as exclusive
distributor and representative to the Trust for the Municipal Cash Management
Fund for the period and on the terms set forth in the Distribution Agreement.
BISYS hereby accepts such appointment and agrees to render the services set
forth in the Distribution Agreement.
2. Capitalized Terms. From and after the date hereof, the term
"Series" as used in the Distribution Agreement 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 Distribution Agreement.
3. Miscellaneous. Except to the extent supplemented hereby, the
Distribution 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
BISYS FUND SERVICES LIMITED PARTNERSHIP
By: BISYS FUND SERVICES, INC.,
its general partner
By: /s/ J. Xxxxx Xxxxx
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Name: J. Xxxxx Xxxxx
Title: President
