EXHIBIT 6(b)
AMENDMENT NO. 1 TO DISTRIBUTION AGREEMENT
This Amendment, dated as of the 22nd day of December, 1995, is
entered into between EMERALD FUNDS (the "Trust"), a Massachusetts business
trust, and Emerald Asset Management, Inc., a Florida Corporation ("EAM").
WHEREAS, the Trust and EAM have entered into a Distribution
Agreement dated as of January 4, 1994 (the "Distribution Agreement"),
pursuant to which the Trust has appointed EAM to act as Distributor to the
Trust for its portfolios, including its Equity Fund, U.S. Government
Securities Fund, Florida Tax-Exempt Fund, Small Capitalization Fund, Balanced
Fund, Managed Bond Fund, Short-Term Fixed Income Fund, Prime Fund, Treasury
Fund, Tax-Exempt Fund, Prime Trust Fund and Treasury Trust Fund; and
WHEREAS, the Trust has established the International Equity Fund
and Equity Value Fund, (the "Additional Funds") and desires to retain EAM to
act as the distributor therefor, and EAM has notified the Trust that it is
willing to serve as distributor for the Additional Funds; and
WHEREAS, Section VII of the Distribution Agreement provides that
said Agreement may be amended as provided therein;
NOW, THEREFORE, the parties hereto, intending to be legally bound,
hereby agree as follows:
1. APPOINTMENT. The Trust hereby appoints EAM to act as the
distributor to the Trust for the Additional Funds for the period and on the
terms set forth in the Distribution Agreement. EAM 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
"Funds" as used in the Distribution Agreement shall be deemed to include the
Additional Funds. 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.
EMERALD FUNDS
Attest/s/ Xxxxxxx X. Xxxxx By:/s/ Xxxxxxx Xxxxxxx
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Secretary Title
EMERALD ASSET MANAGEMENT, INC.
Attest By:/s/ Xxxxxxx Xxxxxxx
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Secretary Title Vice Chairman
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