EXHIBIT (6)(b)
ADDENDUM NO. 1 TO DISTRIBUTION AGREEMENT
This Addendum, dated as of the 27th day of June, 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 (the "Distribution Agreement") dated June 11, 1996
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
Prime Cash Management, Growth, International Equity, Equity Index, Growth and
Value, Intrinsic Value, Mid-Cap Opportunity, Equity Income, Small-Cap
Opportunity, 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 Treasury
Cash Management Fund and High Yield Bond 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 Treasury Cash
Management Fund and High Yield Bond 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
Treasury Cash Management Fund and High Yield Bond 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
------------------------------------
Xxxxxx X. Xxxxxxxxxx
President and Trustee
BISYS FUND SERVICES LIMITED PARTNERSHIP
By: BISYS FUND SERVICES, INC.,
its general partner
By: /s/ J. XXXXX XXXXX
-------------------------------
Name: J. Xxxxx Xxxxx
Title: President
- 2 -
