Exhibit (5)(b)
ADDENDUM NO. 1 TO ADVISORY AGREEMENT
This Addendum, dated as of the ____ day of ____________, 199__,
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,
Intrinsic Value Fund and International Equity 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 to the Trust for the Bond Fund, Intrinsic Value Fund and International
Equity 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 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%, .60% and .80% of the
Bond, Intrinsic Value and International Equity Funds' average daily net
assets, respectively.
3. Capitalized Terms. From and after the date hereof, the term
"Fund" as used in the Advisory Agreement shall be deemed to include the Bond
Fund, Intrinsic Value Fund and International Equity 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
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:________________________________________
Xxxxxx X. Xxxxxxxxxx
FIRST CHICAGO NBD INVESTMENT MANAGEMENT COMPANY
By:_______________________________________
