Common use of Services as Administrator Clause in Contracts

Services as Administrator. 440 Financial hereby accepts its appointment as administrator for the Funds, and agrees to provide services hereunder subject to the direction and control of Galaxy's Board of Trustees. With respect to each Fund, 440 Financial agrees to: compute the net asset value of Galaxy's Funds and the net income available for dividends in accordance with Galaxy's current Prospectuses, the Statement of Additional Information and the resolutions of the Board of Trustees; furnish statistical and research data, clerical, accounting and bookkeeping services, and stationery and office supplies; provide internal auditing and legal services and internal executive and administrative services; prepare those portions of Galaxy's semi-annual reports to the Securities and Exchange Commission on Form N-SAR that pertain to each Fund, and coordinate and file such reports; compile data for and prepare for execution by Galaxy those portions of Galaxy's Federal and state tax returns and required tax filings that pertain to each Fund and file such returns and filings when completed (other than those filings required to be made by Galaxy's custodian and transfer agent); prepare compliance filings pursuant to state securities laws with the advice of Galaxy's counsel; prepare those portions of Galaxy's Annual and Semi-Annual Reports to shareholders that pertain to each Fund, and coordinate and file such reports; compile data for, prepare, and file timely notices to the Securities and Exchange Commission required with respect to the registration of each Fund's shares pursuant to Rule 24f-2 under the 1940 Act; arrange for and bear the cost of processing purchase and redemption orders with respect to each Fund's shares; keep and maintain the Funds' financial accounts and records; monitor Galaxy's arrangements with respect to services provided by certain institutional shareholders (herein called "Service Organizations") to their customers, who are the beneficial owners of any class of Galaxy's shares of beneficial interest (including any series or sub-class thereof), pursuant to agreements between Galaxy and such Service Organizations (herein called "Servicing Agreements"), including, among other things, reviewing the qualifications of Service Organizations wishing to enter into Servicing Agreements with Galaxy, assisting in the execution and delivery of the Servicing Agreements, reporting to the Board of Trustees with respect to the amounts paid or payable by Galaxy from time to time under the Servicing Agreements and the nature of the services provided by Service Organizations and maintaining appropriate records in connection with the foregoing duties; and generally assist in all aspects of the Funds' operations. 440 Financial also agrees to maintain office facilities for Galaxy (which may be at the offices of 440 Financial or a corporate affiliate and which shall be in such location as Galaxy may reasonably determine) and to supervise all administrative aspects of the Funds' operations except those performed by the Funds' investment adviser under its Advisory Agreement. In compliance with the requirements of Rule 31a-3 under the 1940 Act, 440 Financial hereby agrees that all records which it maintains for Galaxy are the property of Galaxy, and further agrees to surrender promptly to Galaxy any of such records upon Galaxy's request. 440 Financial further agrees to preserve for the periods prescribed by Rule 31a-2 under the 1940 Act the records required to be maintained by Rule 31a-1 under the 1940 Act. In computing the net asset value of each Fund, 440 Financial may utilize one or more independent pricing services approved from time to time by the Board of Trustees of Galaxy to obtain securities prices. Each Fund will pay its share of the cost of such services based upon its actual use of the services.

Services as Administrator. 440 Financial Fleet hereby accepts its appointment as administrator Administrator for the Funds, and agrees to provide services hereunder subject to the direction and control supervision of GalaxyGalaxy II's Board of TrusteesTrustees for the fees set forth below. With respect to each Fund, 440 Financial Fleet agrees to: compute the net asset value of Galaxythe Fund's Funds shares and the net income available for dividends in accordance with GalaxyGalaxy II's current Prospectuses, the Statement Statements of Additional Information and the resolutions of the Board of Trustees; furnish statistical and research data, clerical, accounting and bookkeeping services, and stationery and office supplies; provide internal auditing and legal services and internal executive and administrative services; prepare those portions of GalaxyGalaxy II's semi-annual reports to the Securities and Exchange Commission on Form form N-SAR that pertain to each Fund, and coordinate and file such reports; compile data for and prepare for execution by Galaxy II those portions of GalaxyGalaxy II's Federal and state tax returns and required tax filings that pertain to each Fund and to file such returns and filings when completed (other than those filings required to be made by GalaxyGalaxy II's custodian and transfer agent); prepare compliance filings pursuant to state securities laws with the advice of GalaxyGalaxy II's counsel; prepare those portions of GalaxyGalaxy II's Annual and Annual, Semi-Annual Reports and other reports to shareholders that pertain to each Fund, and coordinate and file such reports; compile data for, prepare, for and file assist with the preparation and timely filing of notices to the Securities and Exchange Commission required with respect to the registration of each Fund's shares pursuant to Rule 24f-2 under the Investment Company Act of 1940 (the "1940 Act"); assist with the preparation and filing of Galaxy II's Registration Statement and amendments and supplements thereto and proxy materials for shareholder meetings with advice of Galaxy II's counsel; arrange for and bear the cost of processing purchase and redemption orders with respect to each Fund's shares; assist with the development of new or modified investment products; provide document preparation and review services; provide support services for Board of Trustees meetings including but not limited to preparation of materials for review by the Trustees; provide support services for shareholder meetings; provide compliance review and training services; provide assistance in connection with examinations by regulatory agencies; keep and maintain the Funds' financial accounts and records; monitor GalaxyGalaxy II's arrangements with respect to services provided by certain institutional shareholders (herein called "Service Organizations") to their customers, who are the beneficial owners of any class Class of GalaxyGalaxy II's shares of beneficial interest (including any series or sub-class thereof), pursuant to agreements between Galaxy II and such Service Organizations institutional customers (herein called "Servicing Agreements"), including, among other things, reviewing the qualifications of Service Organizations institutional customers wishing to enter into Servicing Agreements with GalaxyGalaxy II, assisting in the execution and delivery of the Servicing Agreements, reporting to the Board of Trustees with respect to the amounts paid or payable by to Galaxy II from time to time under the Servicing Agreements and the nature of the services provided by Service Organizations to the institutional customers and maintaining appropriate records in connection with the foregoing duties; and generally assist in all aspects of the Funds' operations. 440 Financial Fleet also agrees to maintain office facilities for Galaxy II (which which, to the extent permitted by applicable law, may (but need not) be at the offices of 440 Financial Fleet or a corporate affiliate and which shall be in such location as Galaxy II may reasonably determine) and to supervise all administrative aspects of the Funds' operations except those performed by the Funds' investment adviser under its Advisory AgreementAgreements. In compliance with the requirements of Rule 31a-3 3la-3 under the 1940 Act, 440 Financial Fleet hereby agrees that all records which it maintains for Galaxy II are the property of GalaxyGalaxy II, and further agrees to surrender promptly to Galaxy II any of such records upon GalaxyGalaxy II's request. 440 Financial Fleet further agrees to preserve for the periods prescribed by Rule 31a-2 3la-2 under the 1940 Act the records required to be maintained by Rule 31a-1 3la-1 under the 1940 Act. In computing the net asset value of each Fund's shares, 440 Financial Fleet may utilize one or more independent pricing services approved from time to time by the Board of Trustees of Galaxy II to obtain securities prices. Each Fund will pay its share of the cost of such services based upon its actual use of the services.

Services as Administrator. 440 Financial FDISG hereby accepts its appointment as administrator for the Funds, and agrees to provide services hereunder subject to the direction and control of GalaxyGalaxy VIP's Board of Trustees. With respect to each Fund, 440 Financial FDISG agrees to: compute the net asset value of GalaxyGalaxy VIP's Funds and the net income available for dividends in accordance with GalaxyGalaxy VIP's current ProspectusesProspectus, the Statement of Additional Information and the 2 resolutions of the Board of Trustees; furnish statistical and research data, clerical, accounting and bookkeeping services, and stationery and office supplies; provide internal auditing and legal services and internal executive and administrative services; prepare those portions of GalaxyGalaxy VIP's semi-annual reports to the Securities and Exchange Commission on Form N-SAR that pertain to each Fund, and coordinate and file such reports; compile data for and prepare for execution by Galaxy VIP those portions of GalaxyGalaxy VIP's Federal and state tax returns and required tax filings that pertain to each Fund and to file such returns and filings when completed (other than those filings required to be made by GalaxyGalaxy VIP's custodian and transfer agent); prepare compliance filings pursuant to state securities laws with the advice of GalaxyGalaxy VIP's counsel; prepare those portions of GalaxyGalaxy VIP's Annual and Semi-Annual Reports to shareholders that pertain to each Fund, and coordinate and file such reports; compile data for, prepare, and file timely notices to the Securities and Exchange Commission required with respect to the registration of each Fund's shares pursuant to Rule 24f-2 under the 1940 Act; arrange for and bear the cost of processing purchase and redemption orders with respect to each Fund's shares; keep and maintain the Funds' financial accounts and records; monitor Galaxy's arrangements with respect to services provided by certain institutional shareholders (herein called "Service Organizations") to their customers, who are the beneficial owners of any class of Galaxy's shares of beneficial interest (including any series or sub-class thereof), pursuant to agreements between Galaxy and such Service Organizations (herein called "Servicing Agreements"), including, among other things, reviewing the qualifications of Service Organizations wishing to enter into Servicing Agreements with Galaxy, assisting in the execution and delivery of the Servicing Agreements, reporting to the Board of Trustees with respect to the amounts paid or payable by Galaxy from time to time under the Servicing Agreements and the nature of the services provided by Service Organizations and maintaining appropriate records in connection with the foregoing duties; and generally assist in all aspects of the Funds' operations. 440 Financial FDISG also agrees to maintain office facilities for Galaxy VIP (which may be at the offices of 440 Financial FDISG or a corporate affiliate and which shall be in such location as Galaxy VIP may reasonably determine) and to supervise all administrative aspects of the Funds' operations except those performed by the Funds' investment adviser under its Advisory Agreement. In compliance with the requirements of Rule 31a-3 under the 1940 Act, 440 Financial FDISG hereby agrees that all records which it maintains for Galaxy VIP are the property of GalaxyGalaxy VIP, and further agrees to surrender promptly to Galaxy VIP any of such records upon GalaxyGalaxy VIP's request. 440 Financial FDISG further agrees to preserve for the periods prescribed by Rule 31a-2 under the 1940 Act the records required to be maintained by Rule 31a-1 under the 1940 Act. In computing the net asset value of each Fund, 440 Financial FDISG may utilize one or more independent pricing services approved from time to time by the Board of Trustees of Galaxy VIP to obtain securities prices. Each Fund will pay its share of the cost of such services based upon its actual use of the services.

Services as Administrator. 440 Financial BISYS hereby accepts its appointment as administrator for the Funds, and agrees to provide services hereunder subject to the direction and control of Galaxythe Trust's Board of Trustees. With respect to each Fund, 440 Financial BISYS agrees to: compute the net asset value of Galaxy's Funds and the net income available for dividends in accordance with Galaxy's current Prospectuses, the Statement of Additional Information and the resolutions of the Board of Trustees; furnish statistical and research data as needed, including yield and total return data; provide appropriate personnel, clerical, accounting and bookkeeping services, and stationery and office supplies; supplies necessary to provide internal auditing and legal services and internal executive and administrative servicesunder this Agreement; prepare those portions of Galaxythe Trust's semi-annual semiannual reports to the Securities and Exchange Commission on Form N-SAR that pertain to each Fund, and coordinate and file such reports; supply financial data for the Trust's filings with the SEC to update its registration statement on Form N-1A; compile data for and prepare for execution by Galaxy the Trust those portions of Galaxythe Trust's Federal federal and state tax returns and required tax filings that pertain to each Fund and to file such returns and filings when completed (other than those filings required to be made by Galaxythe Trust's custodian and transfer agent); prepare compliance filings pursuant to state securities laws with the advice of Galaxythe Trust's counsel; prepare those portions of Galaxythe Trust's Annual and Semi-Annual Semiannual Reports to shareholders that pertain to each Fund, and coordinate and file such reports; compile data for, prepare, and file timely notices to the Securities and Exchange Commission required with respect to the registration of each Fund's shares pursuant to Rule 24f-2 under the 1940 Act; arrange for and bear the cost of processing purchase and redemption orders with respect to each Fund's shares; keep and maintain the Funds' financial accounts and records; monitor Galaxy's arrangements with respect to services provided by certain institutional shareholders (herein called "Service Organizations") to their customers, who are the beneficial owners of any class of Galaxy's shares of beneficial interest (including any series or sub-class thereof), pursuant to agreements between Galaxy and such Service Organizations (herein called "Servicing Agreements"), including, among other things, reviewing the qualifications of Service Organizations wishing to enter into Servicing Agreements with Galaxy, assisting in the execution and delivery of the Servicing Agreements, reporting to the Board of Trustees with respect to the amounts paid or payable by Galaxy from time to time under the Servicing Agreements and the nature of the services provided by Service Organizations and maintaining appropriate records in connection with the foregoing duties; and generally assist in all aspects of the Funds' operations; including coordination of the activities of the Trust's other service providers. 440 Financial BISYS also agrees, with respect to each Fund, to review the Fund's compliance with the requirements of Subchapter M of the Internal Revenue Code of 1986, as amended (the "Code"), and the Fund's compliance with the requirements of Section 817(h) of the Code and to report the findings of its review to the investment adviser of the Fund. BISYS shall conduct such reviews from time to time as it shall deem appropriate and in the case of the review of compliance with Section 817(h) of the Code, no less frequently than quarterly. BISYS also agrees to maintain office facilities for Galaxy the Trust (which may be at the offices of 440 Financial BISYS or a corporate affiliate and which shall be in such location as Galaxy BISYS may reasonably determine) and to supervise all administrative aspects of the Funds' operations except those performed by the Funds' investment adviser under its Investment Advisory Agreement. In compliance with the requirements of Rule 31a-3 under the 1940 Act, 440 Financial BISYS hereby agrees that all records which it maintains for Galaxy the Trust are the property of Galaxythe Trust, and further agrees to surrender promptly to Galaxy the Trust any of such records upon Galaxythe Trust's request. 440 Financial BISYS further agrees to preserve for the periods prescribed by Rule 31a-2 under the 1940 Act the records required to be maintained by Rule 31a-1 under the 1940 Act. In computing , except for those records which are to be maintained for the net asset value of each Fund, 440 Financial may utilize one or more independent pricing services approved from time to time Fund by the Board of Trustees of Galaxy to obtain securities prices. Each Fund will pay its share of the cost of such services based upon its actual use of the servicesinvestment adviser.

Services as Administrator. 440 Financial hereby accepts its appointment as administrator for Subject to the Fundsdirection and control of the Company (which, and agrees to provide services hereunder in turn, is subject to the direction and control of Galaxy's Board the Boards of Trustees. With respect to each FundTrustees of the Trust), 440 Financial agrees to: compute the net asset value Administrator will assist in supervising all aspects of Galaxy's the operations of the Funds except those performed by the fund manager and sub-advisers under the Management Agreement and Sub-Adviser Agreements, respectively, the Fund accounting agent under its Fund Accounting Services Agreement, the custodian for the Trust under its Custodian Agreement, the transfer agent for the Trust, if any, under its Transfer Agency Agreement, and the net income available distributor for dividends the Trust under its Distribution Agreement. The Administrator will maintain office facilities (in accordance with Galaxy's current Prospectuses, such location as the Statement of Additional Information and the resolutions of the Board of TrusteesAdministrator shall reasonably determine); furnish statistical and research data, clerical, accounting and bookkeeping services, and stationery clerical services and office supplies; provide internal auditing and legal services and internal executive and administrative services; , prepare those portions of Galaxy's semi-annual the periodic reports to the Securities and Exchange Commission SEC on Form N-SAR that pertain to each Fundor any replacement forms therefor, and coordinate and file such reports; compile data for and for, prepare for execution by Galaxy those portions the Trust and file all of Galaxythe Trust's Federal federal and state tax returns and required tax filings that pertain to each Fund and file such returns and filings when completed (other than those filings required to be made by Galaxythe Trust's custodian and transfer agent); prepare any required compliance filings pursuant to state securities laws with the advice of Galaxythe Company's and Trust's counsel; prepare those portions assist to the extent requested by the Company on behalf of Galaxythe Trust with the Trust's Annual and preparation of Annual, Semi-Annual and Quarterly Reports to Shareholders; prepare and report to the Company, daily if requested by the Company, the compliance of the Trust with the SEC diversification and IRS tax qualifications requirements; prepare, as needed, the required calculation of distribution of income and capital gains to the shareholders that pertain and its makeup including any government exclusions or pass throughs; prepare and report to each Fund, and coordinate and file such reportsthe Company the monthly performance calculations of the Trust; compile data for, prepare, and file timely notices produce a monthly analysis of the operating expenses of the Trust for the Company to be reviewed by the Company and the Administrator for the purpose of expense accruals related to the Securities and Exchange Commission required with respect to the registration of each Fund's shares pursuant to Rule 24f-2 under the 1940 Act; arrange for and bear the cost of processing purchase and redemption orders with respect to each Fund's shares; keep and maintain the Funds' financial accounts and records; monitor Galaxy's arrangements with respect to services provided by certain institutional shareholders (herein called "Service Organizations") to their customers, who are the beneficial owners of any class of Galaxy's shares of beneficial interest (including any series or sub-class thereof), pursuant to agreements between Galaxy and such Service Organizations (herein called "Servicing Agreements"), including, among other things, reviewing the qualifications of Service Organizations wishing to enter into Servicing Agreements with Galaxy, assisting in the execution and delivery of the Servicing Agreements, reporting to the Board of Trustees with respect to the amounts paid or payable by Galaxy from time to time under the Servicing Agreements and the nature of the services provided by Service Organizations and maintaining appropriate records in connection with the foregoing dutiesTrust; and generally to assist in all aspects of the Funds' operations. 440 Financial also agrees to maintain office facilities for Galaxy (which may be at the offices of 440 Financial or a corporate affiliate and which shall be in such location as Galaxy may reasonably determine) and to supervise all administrative aspects operations of the Funds' operations except those performed by the Funds' investment adviser under its Advisory AgreementTrust. In compliance with the requirements of Rule 31a-3 under the 1940 Act, 440 Financial the Administrator hereby agrees that all records which it maintains for Galaxy the Trust are the property of Galaxy, the Company and/or the Trust and further agrees to surrender promptly to Galaxy the Trust any of such records upon Galaxythe Company's and/or the Trust's request. 440 Financial However, the Administrator has the right to make copies of such records, in its discretion. The Administrator further agrees to preserve for the periods prescribed by Rule 31a-2 under the 1940 Act the records required to be maintained by Rule 31a-1 under the 1940 Act. In computing The Administrator may delegate some or all of its responsibilities under this Agreement with the net asset value of each Fund, 440 Financial may utilize one or more independent pricing services approved from time to time by the Board of Trustees of Galaxy to obtain securities prices. Each Fund will pay its share consent of the cost of such services based upon its actual use of Company and/or the servicesTrust, which will not be unreasonably withheld.

Services as Administrator. 440 Financial FDISG hereby accepts its appointment as administrator for the Funds, and agrees to provide services hereunder subject to the direction and control of Galaxy's Board of Trustees. With respect to each Fund, 440 Financial FDISG agrees to: compute the net asset value of Galaxy's Funds and the net income available for dividends in accordance with Galaxy's current Prospectuses, the Statement Statements of Additional Information and the resolutions of the Board of Trustees; furnish statistical and research data, clerical, accounting and bookkeeping services, and stationery and office supplies; provide internal auditing and legal services and internal executive and administrative services; prepare those portions of Galaxy's semi-annual reports to the Securities and Exchange Commission on Form N-SAR that pertain to each Fund, and coordinate and file such reports; compile data for and prepare for execution by Galaxy those portions of Galaxy's Federal and state tax returns and required tax filings that pertain to each Fund and file such returns and filings when completed (other than those filings required to be made by Galaxy's custodian and transfer agent); prepare compliance filings pursuant to state securities laws with the advice of Galaxy's counsel; prepare those portions of Galaxy's Annual and Semi-Annual Reports to shareholders that pertain to each Fund, and coordinate and file such reports; compile data for, prepare, and file timely notices to the Securities and Exchange Commission required with respect to the registration of each Fund's shares pursuant to Rule 24f-2 under the 1940 Act; arrange for and bear the cost of processing purchase and redemption orders with respect to each Fund's shares; keep and maintain the Funds' financial accounts and records; monitor Galaxy's arrangements with respect to services provided by certain institutional shareholders (herein called "Service Organizations") to their customers, who are the beneficial owners of any class of Galaxy's shares of beneficial interest (including any series or sub-class thereof), pursuant to agreements between Galaxy and such Service Organizations (herein called "Servicing Agreements"), including, among other things, reviewing the qualifications of Service Organizations wishing to enter into Servicing Agreements with Galaxy, assisting in the execution and delivery of the Servicing Agreements, reporting to the Board of Trustees with respect to the amounts paid or payable by Galaxy from time to time under the Servicing Agreements and the nature of the services provided by Service Organizations and maintaining appropriate records in connection with the foregoing duties; and generally assist in all aspects of the Funds' operations. 440 Financial FDISG also agrees to maintain office facilities for Galaxy (which may be at the offices of 440 Financial FDISG or a corporate affiliate and which shall be in such location as Galaxy may reasonably determine) and to supervise all administrative aspects of the Funds' operations except those performed by the Funds' investment adviser under its Advisory Agreement. In compliance with the requirements of Rule 31a-3 under the 1940 Act, 440 Financial FDISG hereby agrees that all records which it maintains for Galaxy are the property of Galaxy, and further agrees to surrender promptly to Galaxy any of such records upon Galaxy's request. 440 Financial FDISG further agrees to preserve for the periods prescribed by Rule 31a-2 under the 1940 Act the records required to be maintained by Rule 31a-1 under the 1940 Act. In computing the net asset value of each Fund, 440 Financial FDISG may utilize one or more independent pricing services approved from time to time by the Board of Trustees of Galaxy to obtain securities prices. Each Fund will pay its share of the cost of such services based upon its actual use of the services.