Exhibit (6)(b)
ADDENDUM NO. 1 TO DISTRIBUTION 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 BISYS FUND SERVICES LIMITED PARTNERSHIP, d/b/a/ BISYS FUND
SERVICES ("BISYS").
WHEREAS, BISYS and the Trust have entered into the Distribution
Agreement (the "Distribution Agreement") dated October 7, 1996 with respect to
shares of beneficial interest in the Trust's Managed Assets Balanced Fund,
Growth and Value Fund, Mid-Cap Opportunity, Growth Fund and Money Market Fund
(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 Bond Fund,
Intrinsic Value Fund and International Equity 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 Bond Fund,
Intrinsic Value Fund and International Equity 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 for the compensation herein provided.
2. Capitalized Terms. From and after the date hereof, the term
"Series" as used in the Distribution 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 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 VARIABLE ANNUITY FUND
By:___________________________________________
Xxxxxx X. Xxxxxxxxxx
BISYS FUND SERVICES LIMITED PARTNERSHIP
By: BISYS FUND SERVICES, INC.,
its general partner
By:_______________________________
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