Exhibit (9)(b)
ADDENDUM NO. 1 TO TRANSFER AGENCY AND SERVICES 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 DATA INVESTOR SERVICES GROUP, INC. ("FDISG"), a Massachusetts
Corporation.
WHEREAS, the Trust and FDISG have entered into a Transfer Agency and
Services Agreement dated August 12, 1996 (the "Transfer Agency Agreement"),
pursuant to which the Trust appointed FDISG to act as transfer agent (the
"Transfer Agent") 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 14 of the Transfer Agency Agreement provides that in
the event the Trust establishes one or more additional portfolios with respect
to which it desires to retain FDISG to act as the Transfer Agent under the
Transfer Agency Agreement, the Trust shall so notify FDISG in writing, and if
FDISG is willing to render such services in accordance with the fees set forth
in Schedule B of the Transfer Agency Agreement, the parties shall amend the
Schedule of Portfolios to include such additional portfolios;
WHEREAS, pursuant to Article 14 of the Transfer Agency Agreement, the
Trust has notified FDISG that it has established the Bond Fund and Intrinsic
Value Fund (each, a "Fund") and that it desires to retain FDISG to act as the
Transfer Agent therefor, and FDISG has notified the Trust that it is willing to
serve as Transfer Agent for such Funds.
NOW, THEREFORE, the parties hereto, intending to be legally bound,
hereby agree as follows:
1. Appointment. The Trust hereby appoints FDISG to act as Transfer
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Agent to the Trust for the Bond Fund and Intrinsic Value Fund for the period and
on the terms set forth in the Transfer Agency Agreement. FDISG hereby accepts
such appointment and agrees to render the services set forth in the Transfer
Agency Agreement, for the compensation set forth in Schedule B of the Transfer
Agency Agreement.
2. Capitalized Terms. From and after the date hereof, the terms
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"Fund" and "Funds" as used in the Transfer Agency Agreement, as amended 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 Transfer Agency Agreement.
3. Miscellaneous. Except to the extent supplemented hereby, the
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Transfer Agency 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 DATA INVESTOR SERVICES GROUP, INC.
By: /s/ Xxxxxx X. Xxxxx
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Name: Xxxxxx X. Xxxxx
Title: Executive Vice President
