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