Exhibit (5)(b)
ADDENDUM NO. 1 TO ADVISORY AGREEMENT
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This Addendum, dated as of the 30th day of April, 1997, is entered
into between PEGASUS VARIABLE ANNUITY FUND (the "Trust"), a Delaware business
trust, and FIRST CHICAGO NBD INVESTMENT MANAGEMENT COMPANY ("FCNIMCO"), a
registered investment adviser.
WHEREAS, the Trust, and FCNIMCO have entered into an Advisory
Agreement dated October 7, 1996 ("Advisory Agreement"), pursuant to which the
Trust appointed FCNIMCO to act as investment adviser ("Adviser") to the Trust's
Managed Assets Balanced Fund, Growth and Value Fund, Mid-Cap Opportunity Fund,
Growth Fund and Money Market Fund (each a "Fund");
WHEREAS, Article 1(b) of the Advisory Agreement provides that in the
event the Trust establishes one or more additional portfolios with respect to
which it desires to retain FCNIMCO to act as the Adviser under the Advisory
Agreement, the Trust shall so notify FCNIMCO in writing and if FCNIMCO is
willing to render such services it shall notify the Trust in writing, and the
compensation to be paid to FCNIMCO pursuant to Article 5 of the Advisory
Agreement;
WHEREAS, pursuant to Article 1(b) of the Advisory Agreement, the Trust
has notified FCNIMCO that it has established the Bond Fund and Intrinsic Value
Fund and that it desires to retain FCNIMCO to act as the Adviser therefor, and
FCNIMCO has notified the Trust that it is willing to serve as Adviser for such
Funds.
NOW THEREFORE, the parties hereto, intending to be legally bound,
hereby agree as follows:
1. Appointment. The Trust hereby appoints FCNIMCO to act as Adviser
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to the Trust for the Bond Fund and Intrinsic Value Fund for the period and on
the terms set forth in the Advisory Agreement. FCNIMCO hereby accepts such
appointment and agrees to render the services set forth in the Advisory
Agreement for the compensation herein provided.
2. Compensation. For the services provided and the expenses assumed
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pursuant to the Advisory Agreement, the Trust will pay the Adviser, and the
Adviser will accept as full compensation therefor, a fee, computed daily and
payable monthly, at the annual rate of .40% and .60% of the Bond and Intrinsic
Value Funds' average daily net assets, respectively.
3. Capitalized Terms. From and after the date hereof, the term
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"Fund" as used in the Advisory Agreement shall be deemed to include the Bond
Fund and Intrinsic Value Fund. Capitalized terms used herein and not otherwise
defined shall have the meanings ascribed to them in the Advisory Agreement.
4. Miscellaneous. Except to the extent supplemented hereby, the
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Advisory 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 VARIABLE ANNUITY FUND
BY: /s/ Xxxxxx X. Xxxxxxxxxx
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Xxxxxx X. Xxxxxxxxxx
President and Trustee
FIRST CHICAGO NBD INVESTMENT MANAGEMENT COMPANY
By: /s/ Xxxxx Xxxxx
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Name: Xxxxx Xxxxx
Title: Managing Director
