EXHIBIT 6(d)
COMPASS CAPITAL FUNDS(R)
(PREVIOUSLY THE PNC(R) FUND)
AMENDMENT NO. 3 TO THE DISTRIBUTION AGREEMENT
This Amendment dated as of the __th day of January, 1996, is entered
into by and among COMPASS CAPITAL FUNDS, a Massachusetts business trust (the
"Company"), Provident Distributors, Inc. ("PDI"), a Delaware corporation ("PDI")
and Compass Distributor, Inc., a wholly-owned subsidiary of PDI ("CDI").
WHEREAS, the Company and PDI have entered into a Distribution
Agreement dated as of January 31, 1994, and amended as of September 23, 1994 and
October 18, 1994 (the "Distribution Agreement"), pursuant to which the Company
appointed PDI to act as distributor to the Company;
WHEREAS, the parties hereto desire to amend the Distribution Agreement
as provided herein; and
WHEREAS, except to the extent amended hereby, the Distribution
Agreement, as previously amended, 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. Paragraph (f) of Section 2 (relating to the delivery of
documents) is amended to read in its entirety as follows:
"(f) The Company's Amended and Restated Distribution and Service
Plan relating to the Company's respective Share classes."
2. Paragraph 3A is amended to read in its entirety as follows:
"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 may be payable to the Distributor or its
assignees, all in accordance with the terms and conditions of
such Plan."
3. Paragraph 3B is amended to read in its entirety as follows:
"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, Series B Investor Class Shares
and Series C Investor Class Shares, respectively, shall be
payable to the Distributor or its assignees, all in accordance
with the Company's registration statement."
4. CDI is hereby substituted for PDI as a party to the Distribution
Agreement. All references to the "Distributor" in the Agreement shall be deemed
to refer to CDI for all periods beginning on or after the date hereof.
IN WITNESS WHEREOF, the undersigned have executed this Agreement as of
the date and year first written above.
Compass Capital Funds(R)
By: ____________________________
Name: __________________________
Title: _________________________
Provident Distributors, Inc.
By: ____________________________
Name: __________________________
Title: _________________________
Compass Distributors, Inc.
By: ____________________________
Name: __________________________
Title: _________________________
