ADDENDUM ONE
TO THE
PRINCIPAL UNDERWRITER'S AGREEMENT
THIS ADDENDUM dated as of January 14, 1994, to the Principal Underwriter's
Agreement dated as of May 1, 1993 (the "Agreement") by and between VAN XXXXXX
XXXXXXX SERIES TRUST, a Massachusetts business trust (the "Trust"), and Xerox
Life Sales Company, a Delaware corporation (the "Principal Underwriter").
WHEREAS, the Trust has established the World Equity Portfolio and the
Utility Portfolio, each being a separate sub-trust, and desires to retain the
Principal Underwriter to serve as principal underwriter of each sub-trust; and
WHEREAS, the Principal Underwriter desires to serve as principal
underwriter for each of the World Equity Portfolio and the Utility Portfolio;
THEREFORE
The Agreement is hereby amended so as to include the World Equity Portfolio
and the Utility Portfolio as sub-trusts of the Trust.
In WITNESS WHEREOF, the Trust and the Principal Underwriter have caused
this Addendum to the Agreement to be executed on the day and year first above
written.
VAN XXXXXX XXXXXXX SERIES TRUST XEROX LIFE SALES COMPANY
/s/XXXXXX X. XXXXXXXXX /s/XXXX X. XXXX
By: ___________________________ By:_________________________
President President
Attest Attest
/s/XXXXXX X. XXXXXX /s/XXXXXXX X. XXXXXXX
By:____________________________ By:_________________________
Secretary Secretary