Exhibit (9)(e)
AMENDMENT NO. 2 TO
TRANSFER AGENCY AND SERVICES AGREEMENT
This Amendment, dated as of April 1, 1998, is entered into by GALAXY FUND
II (the "Fund"), FIRST DATA INVESTOR SERVICES GROUP, INC. ("FDISG") and FLEET
NATIONAL BANK (the "Administrator").
WHEREAS, the Fund, FDISG and the Administrator entered into a Transfer
Agency and Services Agreement dated as of June 1, 1997, as previously amended
(as so amended, the "Agreement");
WHEREAS, the Fund has entered into, or intends to enter into, agreements
(the "Recordkeeping Agreements") with certain entities (the "Recordkeepers")
whereby the Recordkeepers will provide administrative services and functions
comprised of, but not limited to, certain recordkeeping, reporting and
processing services for certain defined contribution and other employee benefit
plans (the "Plans") that are shareholders of record of the Funds, which services
include processing and transfer arrangements for the investment and reinvestment
of Plan assets in the Funds;
WHEREAS, the Fund, FDISG and the Administrator wish to amend certain
provisions of the Agreement in order to support the Recordkeeping Agreements;
NOW, THEREFORE, the parties hereto, intending to be legally bound hereby,
hereby agree as follows:
1. Pursuant to Section 3.3 of the Agreement, the Fund hereby instructs
FDISG to become a party to the Recordkeeping Agreements in order to compensate
the Recordkeepers for the services provided under the Recordkeeping Agreements.
2. Schedule B to the Agreement is hereby deleted in its entirety and is
replaced with the attached Schedule B.
3. Except to the extent amended hereby, the 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. 2 as
of the date and year first written above.
GALAXY FUND II
By
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FIRST DATA INVESTOR SERVICES
GROUP, INC.
By
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FLEET NATIONAL BANK
By
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SCHEDULE B
FEE SCHEDULE
For the services to be rendered, the facilities to be furnished and the
payments to be made by FDISG, as provided for in this Agreement, and the
services to be rendered by FDISG to the Administrator under the
Sub-Administration Agreement dated March 31, 1995, by and between FDISG and the
Administrator, the Administrator will pay FDISG on the first business day of
each month a fee for the previous month at the annual rate of 0.15% of the
average daily net assets of the Fund. Upon any termination of this Agreement
before the end of any month, the fee for such part of a month shall be prorated
according to the proportion which such period bears to the full monthly period
and shall be payable upon the date of termination of this Agreement.
In addition, FDISG shall be entitled to receive reimbursement each month
directly from the Fund for the following out-of-pocket expense: 1/12 of $21.00
for each participant's sub-account of one or more omnibus accounts in existence
during all or part of such monthly period, each such omnibus account
representing investments of assets contributed to a defined contribution or
other employee benefit plan by or on behalf of more than one participant.
