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Exhibit (6)(b)
ADDENDUM NO. 1 TO DISTRIBUTION AGREEMENT
This Addendum, dated as of March 15, l994, is entered into
between THE ARCH FUND, INC. (the "Fund"), a Maryland corporation, and THE
WINSBURY COMPANY LIMITED PARTNERSHIP ("Winsbury"), an Ohio corporation.
WHEREAS, the Fund and Winsbury have entered into an
Distribution Agreement dated as of October 1, 1993 (the "Distribution
Agreement"), pursuant to which the Fund appointed Winsbury to act as Distributor
for the Fund for The ARCH Money Market, Treasury Money Market, Capital
Appreciation (now, by change of name, "Growth & Income Equity"), Emerging
Growth, Diversified Fixed Income (now, by change of name, "Government &
Corporate Bond"), U.S. Government Securities and Balanced Portfolios;
WHEREAS, Section 19 of the Distribution Agreement provides
that no provision of the Agreement may be changed, discharged or terminated
orally, but only by an instrument in writing signed by the party against which
enforcement of the change, discharge or termination is sought; and
WHEREAS, the Fund has notified Winsbury that it has
established The ARCH International Equity Portfolio (the "International Equity"
Portfolio), and that it desires to retain Winsbury to act as the Distributor
therefor, and Winsbury has notified the Fund that it is willing to serve as
Distributor for the International Equity Portfolio.
NOW THEREFORE, the parties hereto, intending to be legally
bound, hereby agree as follows:
1. APPOINTMENT. The Fund hereby appoints Winsbury to act as
Distributor to the Fund for the International Equity Portfolio for the period
and on the terms set forth in the Distribution Agreement. Winsbury hereby
accepts such appointment and agrees to render the services set forth in the
Distribution Agreement, for the compensation herein provided.
2. CAPITALIZED TERMS. From and after the date hereof, the term
"Portfolios" as used in the Distribution Agreement shall be deemed to include
the International Equity Portfolio. 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
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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.
THE ARCH FUND, INC.
By: /s/ Xxxxx X. Xxxxxxx
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Xxxxx X. Xxxxxxx
President
THE WINSBURY COMPANY LIMITED
PARTNERSHIP
By: THE WINSBURY CORPORATION,
General Partner
By: /s/ Xxxxxxx X. Xxxxxxxx
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Xxxxxxx X. Xxxxxxxx
Senior Vice President
