1
EXHIBIT 9(a)
AMENDED AND RESTATED
ADMINISTRATION AGREEMENT
THIS AGREEMENT is made as of this 1st day of June, 1996 between THE
GALAXY FUND, a Massachusetts business trust ("Galaxy"), and First Data Investor
Services Group, Inc., a Massachusetts corporation ("FDISG").
W I T N E S S E T H
WHEREAS, Galaxy is registered as an open-end management investment
company under the Investment Company Act of 1940, as amended (the "1940 Act");
and
WHEREAS, Galaxy desires to employ the capital held in the following of
its investment portfolios, Money Market Fund, Government Fund, Tax-Exempt Fund,
U.S. Treasury Fund, Institutional Treasury Money Market Fund, Connecticut
Municipal Money Market Fund, Massachusetts Municipal Money Market Fund, Equity
Value Fund, Equity Growth Fund, Equity Income Fund, International Equity Fund,
Asset Allocation Fund, Small Company Equity Fund, Growth and Income Fund, Small
Cap Value Fund, Short-Term Bond Fund, Intermediate Government Income Fund, High
Quality Bond Fund, Corporate Bond Fund, Tax-Exempt Bond Fund, New York Municipal
Bond Fund, Connecticut Municipal Bond Fund, Massachusetts Municipal Bond Fund
and Rhode Island Municipal Bond Fund (individually a "Fund" and collectively the
"Funds"), by investing and reinvesting the same in investments of the type and
in accordance with the limitations specified in its Declaration of Trust and in
its Prospectus(es) with respect to each Fund as from time to time in effect; and
WHEREAS, Galaxy has submitted or will submit to FDISG copies of
Galaxy's Declaration of Trust and the Prospectus(es) for each Fund and
resolutions of Galaxy's Board of Trustees with respect to each Fund; and
WHEREAS, FDISG currently serves as administrator for the Funds pursuant
to an Administration Agreement dated as of March 31, 1995, as amended, between
the Fund and FDISG (the "Existing Agreement"); and
WHEREAS, the parties hereto wish to amend and restate the Existing
Agreement in its entirety in order to reflect certain additional changes to the
terms thereof;
NOW THEREFORE, in consideration of the premises and mutual covenants
set forth herein and intending to be legally bound hereby the parties hereto
agree as follows:
2
1. Services as Administrator
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, 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 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.
FDISG also agrees to maintain office facilities for Galaxy (which may
be at the offices of 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
-2-
3
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,
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. 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, 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.
2. Fees; Expenses; Expense Reimbursement
In consideration of services provided and expenses assumed with respect
to the Funds, Galaxy will pay FDISG a monthly fee as agreed to by Galaxy and
FDISG from time to time.
FDISG will from time to time employ or associate with itself such
person or persons as FDISG may believe to be particularly fitted to assist it in
the performance of this Agreement. Such person or persons may be officers and
employees who are employed by both FDISG and Galaxy. The compensation of such
person or persons shall be paid by FDISG and no obligation will be incurred on
behalf of Galaxy in such respect.
FDISG will bear all expenses in connection with the performance of its
services under this Agreement. Other expenses to be incurred in the operation of
the Funds including taxes, interest, brokerage fees and commissions, if any,
fees of trustees who are not officers, directors, stockholders or employees of
FDISG, or of the Funds' investment adviser or distributor, Securities and
Exchange Commission fees and state Blue Sky qualification fees, advisory and
administration fees, charges of custodians, transfer and dividend disbursing
agents' fees, certain insurance premiums, outside auditing and legal expenses,
costs of maintenance of corporate existence, typesetting and printing of
Prospectuses for regulatory purposes and for distribution to current
shareholders of the Funds, costs of shareholders' reports and corporate meetings
and any extraordinary expenses will be borne by the Funds, provided, however,
that the Funds will not bear, directly or indirectly, the cost of any activity
which is primarily intended to result in the distribution of Fund shares.
If in any fiscal year the aggregate expenses of a Fund (as defined
under the securities regulations of any state having
-3-
4
jurisdiction over such Fund) exceed the expense limitations of any such state,
FDISG will reimburse such Fund for .20% of such excess expense. The expense
reimbursement obligation of FDISG is limited to the amount of its fees hereunder
for such fiscal year, provided, however, that notwithstanding the foregoing,
FDISG shall reimburse a Fund for such excess expense regardless of the amount of
fees paid to it during such fiscal year to the extent that the securities
regulations of any state having jurisdiction over the Fund so requires. Such
expense reimbursement, if any, will be estimated, reconciled, and paid on a
monthly basis.
3. Proprietary and Confidential Information
FDISG agrees on behalf of itself and its employees to treat
confidentially and as proprietary information of Galaxy all records and other
information relative to Galaxy and prior, present or potential shareholders, and
not to use such records and information for any purpose other than performance
of its responsibilities and duties hereunder, except after prior notification to
and approval in writing by Galaxy, which approval shall not be unreasonably
withheld and may not be withheld and will be deemed granted where FDISG may be
exposed to civil or criminal contempt proceedings for failure to comply, when
requested to divulge such information by duly constituted authorities, or when
so requested by Galaxy.
4. Limitation of Liability
FDISG shall not be liable for any error of judgment or mistake of law
or for any loss suffered by Galaxy in connection with the matters to which this
Agreement relates, except for a loss resulting from willful misfeasance, bad
faith or negligence on the part of FDISG in the performance of its duties or
from reckless disregard by it of its obligations and duties under this
Agreement. Any person, even though also an officer, director, employee, or agent
of FDISG, who may be or become an officer, trustee, employee or agent of Galaxy,
shall be deemed, when rendering services to Galaxy or acting on any business of
Galaxy (other than services or business in connection with FDISG's duties as
administrator hereunder), to be rendering such services to or acting solely for
Galaxy and not as an officer, director, employee, or agent or one under the
control or direction of FDISG even though paid by it.
5. Term
This Agreement shall become effective as of June 1, 1996 and, unless
sooner terminated as provided herein, shall continue until May 31, 1997 and
thereafter shall continue automatically with respect to each Fund for successive
annual periods ending on May 31 of each year, provided, such continuance is
specifically approved at least annually (a) by the vote of a majority of those
-4-
5
members of Galaxy's Board of Trustees who are not interested persons of any
party to this Agreement, cast in person at a meeting called for the purpose of
voting on such approval, and (b) by Galaxy's Board of Trustees or by the vote of
a majority of the outstanding voting securities of the affected Fund.
Notwithstanding the foregoing, this Agreement may be terminated as to any Fund
at any time without the payment of any penalty, by Galaxy by the vote of
Galaxy's Board of Trustees, or by the vote of a majority of the outstanding
voting securities of the Fund, or by FDISG, on sixty days' written notice. (As
used in this Agreement, the terms "majority of the outstanding voting
securities" and "interested person" shall have the same meaning as such terms in
the 1940 Act.) This Agreement shall be governed by the laws of the Commonwealth
of Massachusetts.
6. Names.
The names "The Galaxy Fund" and "Trustees of The Galaxy Fund" refer
respectively to Galaxy created and the Trustees, as trustees but not
individually or personally, acting from time to time under a Declaration of
Trust dated March 31, 1986 which is hereby referred to and a copy of which is on
file at the office of the State Secretary of the Commonwealth of Massachusetts
and at the principal office of Galaxy. The obligations of "The Galaxy Fund"
entered into in the name or on behalf thereof by any of the Trustees,
representatives or agents are made not individually, but in such capacities, and
are not binding upon any of the Trustees, shareholders, or representatives of
Galaxy personally, but bind only the Trust Property, and all persons dealing
with any class of shares of Galaxy must look solely to the Trust Property
belonging to such class for the enforcement of any claims against Galaxy.
7. Counterparts.
This Agreement may be executed in two or more counterparts, each of
which shall be deemed an original, but all of which together shall constitute
one and the same instrument.
-5-
6
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed by their officers designated below as of the day and year first above
written.
THE GALAXY FUND
Attest: /s/ W. Xxxxx XxXxxxxx, III By: /s/Xxxx X. X'Xxxxx
-------------------------- ---------------------
Secretary President
FIRST DATA INVESTOR SERVICES
GROUP, INC.
Attest: By:
-------------------------- ---------------------
Title: Title:
-6-
