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Exhibit (6)(d)
ADDENDUM NO. 3 TO DISTRIBUTION AGREEMENT
This Addendum, dated as of July 10, l995, is entered into
between THE ARCH FUND, INC. (the "Fund"), a Maryland corporation, and THE
WINSBURY COMPANY LIMITED PARTNERSHIP ("Winsbury"), a limited partnership
organized under the laws of Ohio.
WHEREAS, the Fund and Winsbury have entered into a
Distribution Agreement dated as of October 1, 1993 as amended March 15, 1994 and
March 1, 1995 (the "Distribution Agreement"), pursuant to which the Fund
appointed Winsbury to act as Distributor for the Fund's ARCH Money Market,
Treasury Money Market, Growth & Income Equity, Emerging Growth, Government &
Corporate Bond, U.S. Government Securities, Balanced and International Equity
Portfolios;
WHEREAS, Section 9 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 a new class of shares, namely, Class A - Special Series 3 shares
("Investor B shares") in the ARCH Money Market Portfolio (the "Money Market
Portfolio") and a new portfolio, namely, the ARCH Short-Intermediate Municipal
Portfolio (the "Short-Intermediate Municipal 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 Investor B shares of the
Money Market Portfolio and for the Short-Intermediate Municipal 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 Investor B shares of the Money Market Portfolio and
for the Short-Intermediate Municipal 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.
2. TERMS. From and after the date hereof, the term
"Portfolios" as used in the Distribution Agreement shall be deemed to include
the Short-Intermediate Municipal Portfolio. Capitalized terms used herein and
not otherwise defined shall have the meanings ascribed to them in the
Distribution Agreement.
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3. APPENDIX A. Appendix A to the Distribution Agreement is
hereby supplemented to read as set forth in Appendix A attached hereto.
4. 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.
THE ARCH FUND, INC.
By: /s/ Xxxxx X. Xxxxxxx
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Xxxxx X. Xxxxxxx
President
THE WINSBURY COMPANY LIMITED PARTNERSHIP
By: BISYS FUND SERVICES OHIO, INC.,
General Partner
By: /s/ Xxxxxxx X. Xxxxxx
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Xxxxxxx X. Xxxxxx
Executive Vice President
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APPENDIX A
to the
DISTRIBUTION AGREEMENT
between
THE ARCH FUND, INC.
and
THE WINSBURY COMPANY LIMITED PARTNERSHIP
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Money Market Portfolio (Trust shares, Investor A shares, Institutional shares
and Investor B shares)
Treasury Money Market Portfolio (Trust shares, Investor A shares
and Institutional shares)
Growth & Income Equity Portfolio (Trust shares, Investor A shares, Institutional
shares and Investor B shares)
Emerging Growth Portfolio (Trust shares, Investor A shares, Institutional shares
and Investor B shares)
Government & Corporate Bond Portfolio (Trust shares, Investor A shares,
Institutional shares and Investor B shares)
U.S. Government Securities Portfolio (Trust shares, Investor A
shares, Institutional shares and Investor B shares)
Balanced Portfolio (Trust shares, Investor A shares, Institutional shares and
Investor B shares)
International Equity Portfolio (Trust shares, Investor A shares, Institutional
shares and Investor B shares)
Short-Intermediate Municipal Portfolio (Trust shares and Investor
A shares)
