EXHIBIT 6(c)
PNC(R) Fund
Amendment No. 2 to the Distribution Agreement
This Amendment dated as of the 18th day of October, 1994, is entered
into between The PNC FUND, a Massachusetts business trust (the "Company") and
Provident Distributors, Inc. ("PDI"), a Delaware corporation (the
"Distributor").
WHEREAS, the Company and the Distributor have entered into a
Distribution Agreement dated as of January 31, 1994, and amended on September
23, 1994 (the "Distribution Agreement"), pursuant to which the Company appointed
the Distributor to act as distributor to the Company;
WHEREAS, the parties hereto desire to amend the Distribution Agreement
to restate the substance of Amendment No. 1 to the Distribution Agreement and to
clarify the payment of certain fees to the Distributor; and
WHEREAS, except to the extent amended hereby, the Distribution
Agreement shall remain unchanged and in full force and effect, and is hereby
ratified and confirmed in all respects as amended hereby.
NOW, THEREFORE, the parties hereby, intending to be legally bound,
hereby agree as follows:
1. Amendment No. 1 to the Distribution Agreement is hereby
superseded by this Agreement.
2. Paragraph (f) of Section 2 (relating to the delivery of
documents) is amended to read in its entirety as follows:
"(f) The Company's Distribution and Service Plan and related
Distribution and Servicing Agreement relating to Series A Investor
Class Shares and the Company's Series B Distribution Agreement
relating to the Company's Series B Investor Class Shares."
3. The following paragraph is inserted into the Distribution
Agreement as paragraph 3A:
"3A. Payments Relating to Distribution Plans. Payments by the
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Company relating to any distribution plan within the meaning of Rule
12b-1 under the 1940 Act (a "Plan") adopted by the Company's Board of
Trustees shall be payable to the Distributor or his assignees, all in
accordance with the terms and conditions of such Plan."
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4. The following paragraph is inserted into the Distribution
Agreement as paragraph 3B:
"3B. Payments of Sales Charges. Any front-end sales charges or
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deferred sales charges payable in connection with purchases of Series
A Investor Class Shares and Series B Investor Class Shares,
respectively, shall be payable to the Distributor or his assignees,
all in accordance with the Company's registration statement."
5. Section 8 of the Distribution Agreement is amended to read in its
entirety as follows:
"8. Duration and Termination. This Agreement shall become
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effective upon its execution as of the date first written above and,
unless sooner terminated as provided herein, shall continue until
March 31, 1995. Thereafter, if not terminated, this Agreement shall
continue automatically for successive terms of one year, provided that
such continuance is specifically approved at least annually (a) by a
vote of a majority of those members of the Company's Board of Trustees
who are not parties to this Agreement or "interested persons" of any
such party, cast in person at a meeting called for the purpose of
voting on such approval, and (b) by the Company's Board of Trustees or
by vote of a "majority of the outstanding voting securities" of the
Company; provided, however, that this Agreement may be terminated by
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the Company at any time, without the payment of any penalty, by vote
of a majority of the entire Board of Trustees or by a vote of a
"majority of the outstanding voting securities" of the Company on 60
days' written notice to the Distributor, or by the Distributor at any
time, without the payment of any penalty, on 90-days' written notice
to the Company. This Agreement will automatically and immediately
terminate in the event of its "assignment." (As used in this
Agreement, the terms "majority of the outstanding voting securities,"
"interested person" and "assignment" shall have the same meanings as
such terms have in the 1940 Act.)"
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IN WITNESS WHEREOF, the undersigned have executed this Agreement as of
the date and year first written above.
The PNC(R) Fund
By: ___________________________
Name:
Title:
Provident Distributors, Inc.
By: ___________________________
Name:
Title:
