AMENDMENT NO. 6 TO
TRANSFER AGENCY AND SERVICES AGREEMENT
This Amendment No. 6, dated as of December __, 1999, is entered
into between THE GALAXY FUND (the "Fund"), a Massachusetts business trust,
and PFPC INC. (formerly known as First Data Investor Services Group, Inc.)
("PFPC"), a Massachusetts corporation.
WHEREAS, the Fund and PFPC have entered into a Transfer Agency and
Services Agreement dated as of June 1, 1997, as subsequently amended (as so
amended, the "Transfer Agency Agreement"), pursuant to which the Fund appointed
PFPC to act as the transfer agent, dividend disbursing agent and agent in
connection with certain other activities for the Fund's portfolios;
WHEREAS, PFPC has developed a recordkeeping service link
("DCXCHANGE -Registered Trademark-") between investment companies and benefit
plan consultants (the "Recordkeepers") which administer employee benefit plans,
including plans qualified under Section 401 of the Internal Revenue Code of
1986, as amended (the "Plan").
WHEREAS, PFPC has entered into agreements with various Recordkeepers
relating to recordkeeping and related services performed on behalf of such Plans
in connection with daily valuation and processing of orders for investment and
reinvestment of assets of the Plans in various investment options available to
the participants (the "Participants") under such Plans (the "DCXCHANGE
-Registered Trademark- Program");
WHEREAS, the Fund desires to participate in the DCXCHANGE -Registered
Trademark- Program and to retain PFPC to perform such services with respect to
A Prime Shares of certain of the Fund's portfolios listed on Exhibit 1 of the
Transfer Agency Agreement held by or on behalf of the Participants as further
described herein and PFPC is willing and able to furnish such services on the
terms and conditions hereinafter set forth; and
WHEREAS, Section 25.1 of the Transfer Agency Agreement provides, in
part, that no change, termination, modification or waiver of any term or
condition of the Transfer Agency Agreement shall be valid unless in writing
signed by each party;
NOW THEREFORE, the parties hereto, intending to be legally bound,
hereby agree as follows:
1. Article 3 of the Transfer Agency Agreement is amended by adding the
following Section 3.4:
"3.4. PFPC shall perform recordkeeping and related services (the
"DCXCHANGE -Registered Trademark- Program") for the benefit of
participants (the "Participants") under certain employee benefit
plans, including plans qualified under Section 401 of the Internal
Revenue Code of 1986, as amended (the "Plans") that hold A Prime
Shares of a Portfolio through Plans administered by certain benefit
plan consultants (the "Recordkeepers").
PFPC shall subcontract with Recordkeepers to link the PFPC
recordkeeping system with the Recordkeepers in order for the
Recordkeepers to maintain Prime A Share positions in the Portfolios
for each Participant. In connection with the DCXCHANGE -Registered
Trademark- Program, the Fund agrees (i) to waive all minimum
investment requirements with respect to Prime A Shares, (ii) to offer
Prime A Shares for purchase at net asset value, and (iii) to transmit
all net asset value calculations and accruals to PFPC via the NSCC
Price Profile. PFPC agrees that no fees or out-of-pocket expenses
shall be payable to it by the Fund in connection with the services
provided by PFPC under the DCXCHANGE -Registered Trademark- Program.
PFPC may discontinue the DCXCHANGE -Registered Trademark- Program
with respect to Prime A Shares upon sixty (60) days' prior written
notice to the Fund."
2. Except to the extent amended hereby, the Transfer Agency Agreement
shall remain unchanged and in full force and effect and is hereby ratified and
confirmed in all respects as amended hereby.
IN WITNESS WHEREOF, the undersigned have executed this Amendment No. 6
as of the day and year first above written.
THE GALAXY FUND
By:
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Name: Xxxx X. X'Xxxxx
Title: President
PFPC INC.
By:
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Name: Jylanne X. Xxxxx
Title: Senior Vice President
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