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EXHIBIT (9)(a)
ADMINISTRATION AGREEMENT
THIS ADMINISTRATION AGREEMENT is made as of June 1, 1997 (the
"Agreement"), by and between FIRST DATA INVESTOR SERVICES GROUP, INC., a
Massachusetts corporation ("FDISG"), and THE GALAXY FUND, a Massachusetts
business trust (the "Company").
WHEREAS, the Company is registered as an open-end management investment
company under the Investment Company Act of 1940, as amended (the "1940 Act");
and
WHEREAS, the Company desires to retain FDISG to render certain
administrative services with respect to each investment portfolio listed in
Schedule A hereto, as the same may be amended from time to time by the parties
hereto (collectively, the "Funds"), and FDISG is willing to render such
services;
WITNESSETH:
NOW, THEREFORE, in consideration of the premises and mutual covenants
herein contained, it is agreed between the parties hereto as follows:
1. Appointment. The Company hereby appoints FDISG to act as
Administrator of the Company for the period and on the terms set forth in this
Agreement. FDISG accepts such appointment and agrees to render the services
herein set forth for the compensation herein provided. In the event that the
Company decides to retain FDISG to act as Administrator hereunder with respect
to one or more portfolios other than the Funds, the Company shall notify FDISG
in writing. If FDISG is willing to render such services, it shall notify the
Company in writing whereupon such portfolio shall become a Fund hereunder.
2. Delivery of Documents. The Company has furnished FDISG with copies
properly certified or authenticated of each of the following:
(a) Resolutions of the Company's Board of Trustees authorizing the
appointment of FDISG to provide certain administrative services required by the
Company for each Fund and approving this Agreement;
(b) The Company's Declaration of Trust (the "Declaration of Trust")
filed with the Commonwealth of Massachusetts and all amendments thereto;
(c) The Company's Code of Regulations and all amendments thereto
(the "Code of Regulations");
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(d) The Investment Advisory Agreement between Fleet Investment
Advisors Inc. (the "Adviser") and the Company and all amendments thereto (the
"Advisory Agreement");
(e) The Global Custody Agreement between The Chase Manhattan Bank
(the "Custodian") and the Company and all amendments thereto (the "Custody
Agreement");
(f) The Transfer Agency and Services Agreement between First Data
Investor Services Group, Inc. (the "Transfer Agent") and the Company and all
amendments thereto (the "Transfer Agency Agreement");
(g) The Distribution Agreement between First Data Distributors,
Inc. (the "Distributor") and the Company and all amendments thereto (the
"Distribution Agreement");
(h) The Company's Registration Statement on Form N-IA (the
"Registration Statement") under the Securities Act of 1933 and under the 1940
Act (File Nos. 33-4806 and 811-4630), as declared effective by the Securities
and Exchange Commission ("SEC"), relating to shares of beneficial interest of
the Company, and all amendments thereto;
(i) Each Fund's most recent prospectuses and statement of
additional information and all amendments and supplements thereto (collectively,
the "Prospectuses");
(j) Each Servicing Agreement between the Company and certain
institutional shareholders ("Service Organizations") and all amendments thereto
(each, a "Servicing Agreement"); and
(k) Procedures adopted by the Board of Trustees relating to the
pricing and valuation of the portfolio securities of each Fund.
The Company will furnish FDISG from time to time with copies, properly
certified or authenticated, of all amendments of or supplements to the
foregoing. Furthermore, the Company will provide FDISG with any other documents
that FDISG may reasonably request and will notify FDISG as soon as possible of
any matter materially affecting the performance by FDISG of its services under
this Agreement.
3. Duties as Administrator.
(a) Subject to the supervision and direction of the Board of
Trustees of the Company, FDISG, as Administrator, will assist in supervising
various aspects of the Company's administrative operations and undertakes to
perform the following specific services:
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(i) Maintaining office facilities (which may be in the
offices of FDISG or a corporate affiliate) and furnishing officers for the
Company;
(ii) Furnishing statistical and research data, clerical,
accounting and bookkeeping services (including the maintenance of such accounts,
books and records of the Company as may be required by Section 31(a) of the 1940
Act and the rules thereunder) and stationery and office supplies;
(iii) Providing internal auditing and legal services (as
described in Schedule D to this Agreement) and internal and executive
administrative services;
(iv) Performing all functions ordinarily performed by the
office of a treasurer, and furnishing the services and facilities ordinarily
incident thereto, including calculating the net asset value of the shares of
each Fund and the net income available for distribution in conformity with each
Fund's current Prospectus and resolutions of the Board of Trustees, which
resolutions have been provided to FDISG;
(v) Preparing those portions of the Company's Annual and
Semi-Annual Reports to shareholders and semi-annual reports to the SEC on Form
N-SAR that pertain to each Fund and coordinating and filing such reports;
(vi) Compiling data for and preparing for execution those
portions of the Company's federal and state tax returns and required tax filings
that pertain to each Fund and filing such returns and filings when completed
(other than those filings made by the Custodian or Transfer Agent);
(vii) Assisting the Adviser, at the Adviser's request, in
monitoring and developing compliance procedures for the Company which will
include, among other matters, procedures to assist the Adviser in monitoring
compliance with each Fund's investment objective, policies, restrictions, tax
matters and applicable laws and regulations;
(vii) Performing "Blue Sky" compliance functions, including
maintaining notice filings, registrations or "Blue Chip" exemptions (if
available) in all U.S. jurisdictions requested in writing by the Company,
monitoring sales of shares in all such jurisdictions and filing such additional
notice or applying for such additional or amended registrations as may be
reasonably anticipated to be necessary to permit continuous sales of the shares
of the Funds in all such jurisdictions, filing sales literature and advertising
materials to the extent required, with such Blue Sky authorities, and making and
filing all other applications, reports, notices, documents and exhibits in
connection with the foregoing;
(viii) Performing custody liaison operations, including
maintaining the day-to-day operational contact with the Custodian, calculating
daily cash availability, authorizing and monitoring cash movements, processing
corporate actions, supporting income and security settlements processed by the
Custodian and recorded by FDISG;
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(ix) Compiling data for notices to the SEC required with
respect to the registration of each Fund's shares pursuant to Rules 24e-2 and
24f-2 under the 1940 Act;
(x) Arranging for and bearing the cost of processing
purchase and redemption orders with respect to each Fund's shares;
(xi) Monitoring the Company's arrangements with respect to
services provided by Service Organizations to their customers, who are
beneficial owners of any class of shares of the Company's shares of beneficial
interest (including any class or series thereof), pursuant to Servicing
Agreements, including, among other things, reviewing the qualifications of
Service Organizations wishing to enter into Servicing Agreements with the
Company, 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 the Company 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
(xii) Furnishing all other services identified on Schedule D
attached hereto and incorporated herein which are not otherwise specifically set
forth above.
(b) In addition to the duties set forth herein, FDISG shall perform
such other duties and functions, and shall be paid such amounts therefor, as may
from time to time be agreed upon in writing by the Company and FDISG.
(c) In compliance with the requirements of Rule 3la-3 under the
1940 Act, FDISG hereby agrees that all records which it maintains for the
Company are the property of the Company, and further agrees to surrender
promptly to the Company any of such records upon the Company'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 under Rule 31a-1 of the 1940 Act.
(d) 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 the Company to obtain securities prices. Each Fund will
pay its share of the cost of such services based upon its actual use of the
services.
(e) In performing its duties under this Agreement, FDISG: (a) will
act in accordance with the Company's Declaration of Trust, Code of Regulations,
Prospectuses and with the instructions and directions of the Company and will
conform to and comply with the requirements of the 1940 Act and all other
applicable federal or state laws and regulations; and (b) will consult with
legal counsel to the Company, as necessary and appropriate. Furthermore, FDISG
shall not have or be required to have any authority to supervise the investment
or reinvestment of the securities or other properties which comprise the assets
of
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the Company or any of its Funds and shall not provide any investment advisory
services to the Company or any of its Funds.
4. Compensation and Allocation of Expenses. FDISG shall bear all
expenses in connection with the performance of its services under this
Agreement, except as indicated below.
(a) FDISG will from time to time employ or associate with itself
such person or persons as FDISG may believe to be particularly suited to assist
it in performing services under this Agreement. Such person or persons may be
officers and employees who are employed by both FDISG and the Company. The
compensation of such person or persons shall be paid by FDISG and no obligation
shall be incurred on behalf of the Company in such respect.
(b) FDISG shall not be required to pay any of the following
expenses incurred by the Company: membership dues in the Investment Company
Institute or any similar organization investment advisory fees and expenses;
interest on borrowed money; fees of Trustees of the Company who are not
affiliated with FDISG; outside auditing expenses; outside legal expenses; taxes;
brokerage fees and commissions; SEC fees and state Blue Sky qualification fees;
custodian, transfer and dividend disbursing agents' fees; certain insurance
premiums; 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; or other expenses not specified in this Section 4 which may be
properly payable by the Company. 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, except pursuant to any plan now in effect or
hereafter adopted with respect to any one or more series of shares of the Funds
pursuant to Rule 12b-I under the 1940 Act.
(c) The Company on behalf of each of the Funds will compensate
FDISG for the performance of its obligations hereunder in accordance with the
fees set forth in the written Fee Schedule attached hereto as Schedule B and
incorporated herein.
(d) The Company on behalf of each of the Funds will pay to FDISG
domestic and/or global custody fees and expenses for each Fund as set forth in
Schedule B. FDISG shall be the party responsible for payment of all fees and
expenses under the terms of the Custody Agreement.
(e) The fees set forth in Schedule B do not include out-of-pocket
disbursements of FDISG for which FDISG shall be entitled to xxxx separately.
Out-of-pocket disbursements shall include, but shall not be limited to, (i) the
items specified in the written schedule of out-of-pocket expenses attached
hereto as Schedule C and incorporated herein, as the same may be modified from
time to time by written agreement of the parties hereto, and (ii) the Special
Projects outlined in Schedule D hereto.
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(f) FDISG will submit a detailed xxxx to the Company as soon as
practicable after the end of each calendar month for all out-of-pocket
disbursements made during such month. The Company will promptly pay to FDISG the
amount of such billing.
(g) The Company acknowledges that the fees that FDISG charges the
Company under this Agreement reflect the allocation of risk between the parties,
including the disclaimer of warranties in Section 7 and the limitations on
liability in Section 5. Modifying the allocation of risk from what is stated
here would affect the fees that FDISG charges, and in consideration of those
fees, the Company agrees to the stated allocation of risk.
5. Limitation of Liability.
(a) FDISG shall not be liable for any error of judgment or mistake
of law or for any loss suffered by the Company in connection with the
performance of its obligations and duties under this Agreement, except a loss
resulting from FDISG's willful misfeasance, bad faith or negligence in the
performance of such obligations and duties, or by reason of its reckless
disregard thereof.
(b) Each party shall have the duty to mitigate damages for which
the other party may become responsible.
(c) NOTWITHSTANDING ANYTHING IN THIS AGREEMENT TO THE CONTRARY, IN
NO EVENT SHALL EITHER PARTY, ITS AFFILIATES OR ANY OF ITS OR THEIR DIRECTORS,
TRUSTEES, OFFICERS, EMPLOYEES, AGENTS OR SUBCONTRACTORS BE LIABLE TO THE OTHER
PARTY FOR CONSEQUENTIAL DAMAGES.
6. Indemnification.
(a) The Company shall indemnify and hold FDISG harmless from and
against any and all claims, costs, expenses (including reasonable attorneys'
fees), losses, damages, charges, payments and liabilities of any sort or kind
which may be asserted against FDISG or for which FDISG may be held to be liable
(a "Claim") arising out of or attributable to any of the following, unless such
Claim resulted from a negligent act or omission to act or bad faith by FDISG in
the performance of its duties hereunder:
(i) FDISG's reasonable reliance on, or reasonable use of
information, data, records and documents received by FDISG from the Company, or
any authorized third party acting on behalf of the Company, in the performance
of FDISG's duties and obligations hereunder; and
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(ii) the Company's refusal or failure to comply with the terms
of this Agreement or any Claim which arises out of the Company's negligence or
misconduct or the breach of any representation or warranty by the Company made
herein.
(b) In any case in which the Company may be asked to indemnify or
hold FDISG harmless, FDISG will notify the Company promptly after identifying
any situation which it believes presents or appears likely to present a claim
for indemnification against the Company although the failure to do so shall not
prevent recovery by FDISG and shall keep the Company advised with respect to all
developments concerning such Indemnification Claim. The Company shall have the
option to defend FDISG against any Indemnification Claim and, in the event that
the Company so elects, such defense shall be conducted by counsel chosen by the
Company and satisfactory to FDISG, and thereupon the Company shall take over
complete defense of the Claim and FDISG shall sustain no further legal or other
expenses in respect of such Indemnification Claim. FDISG will not confess any
Indemnification Claim or make any compromise in any case in which the Company
will be asked to provide indemnification, except with the Company's prior
written consent. Subject to subsection (c) hereof, the obligations of the
parties hereto under this Section 6 shall survive the termination of this
Agreement.
(c) Any Indemnification Claim under this Agreement must be made
prior to the earlier of:
(i) one year after FDISG becomes aware of the event for which
indemnification is claimed; or
(ii) one year after the earlier of the termination of this
Agreement or the expiration of the term of this Agreement.
(d) Except for remedies that cannot be waived as a matter of law
(and injunctive or provisional relief), the provisions of this Section 6 shall
be FDISG's sole and exclusive remedy for claims or other actions or proceedings
to which the Company's indemnification obligations pursuant to this Section 6
may apply.
7. EXCLUSION OF WARRANTIES. THIS IS A SERVICE AGREEMENT. EXCEPT AS
EXPRESSLY PROVIDED IN THIS AGREEMENT, FDISG DISCLAIMS ALL OTHER REPRESENTATIONS
OR WARRANTIES, EXPRESS OR IMPLIED, MADE TO THE CONTRARY OR ANY OTHER PERSON.
8. Termination of Agreement.
(a) This Agreement shall be effective on the date first written
above and shall continue for a period of one (1) year (the "Initial Term"),
unless earlier terminated pursuant to the terms of this Agreement. Thereafter,
this Agreement shall continue automatically for additional terms of one (1) year
("Renewal Terms") each.
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(b) Either party may terminate this Agreement at the end of the
Initial Term or at the end of any subsequent Renewal Term upon not than less
than sixty (60) days prior written notice to the other party.
(c) The Company may terminate this Agreement in the event that the
negligent action or negligent omission to act on the part of FDISG causes
damages to the Company or its shareholders in excess of one hundred thousand
dollars ($100,000). "Damages to the Company" are defined as damages caused by a
single event, or cumulative series of events related to the same matter, which
generates a monetary loss. The Company's right to terminate under this Section
8(c) shall remain effective in the event FDISG has made the Company whole with
respect to the damages caused. Unless the Company provides FDISG with written
notice of the Company's intent to exercise its option under this Section 8(c)
within 30 days after the Company becomes aware of the occurrence, the Company
shall have waived its option to terminate under this provision.
(d) If a party hereto is guilty of a material failure to perform
its duties and obligations hereunder (a "Defaulting Party"), such other party
(the "Non-Defaulting Party") may give written notice thereof to the Defaulting
Party, and if such material breach shall not have been remedied within thirty
(30) days after such written notice is given, then the Non-Defaulting Party may
terminate this Agreement by giving thirty (30) days written notice of such
termination to the Defaulting Party. If FDISG is the Non-Defaulting Party, its
termination of this Agreement shall not constitute a waiver of any other rights
or remedies of FDISG with respect to services performed prior to such
termination or rights of FDISG to be reimbursed for out-of- pocket expenses. In
all cases, termination by the Non-Defaulting Party shall not constitute a waiver
by the Non-Defaulting Party of any other rights it might have under this
Agreement or otherwise against the Defaulting Party.
(e) The Company shall have the right to terminate this Agreement at
any time if the Company reorganizes into another entity, liquidates or otherwise
ceases to exist. In the event the Company terminates the Agreement pursuant to
this Section 8(e), the Company shall reimburse FDISG for all reasonable costs
associated with such termination.
(f) In the event this Agreement is terminated by the Company
pursuant to Sections 8(c) or 8(d) hereof, all reasonable expenses associated
with movement of records and materials and conversion thereof to a successor
administrator all be borne by FDISG and the Company shall not be responsible for
FDISG's costs associated with such termination. In the event of termination of
this Agreement pursuant to any other Section of this Agreement, all reasonable
expenses associated with conversion to a successor administrator will be borne
by the Company.
9. Modifications and Waivers. No change, termination, modification, or
waiver of any term or condition of this Agreement shall be valid unless in
writing signed by each party. No such writing shall be effective as against
the Company unless said writing is executed by the President of the Company. No
such writing shall be effective as against
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FDISG unless said writing is executed by a Senior Vice President, Executive Vice
President or President of FDISG. A party's waiver of a breach of any term or
condition in the Agreement shall not be deemed a waiver of any subsequent breach
of the same or another term or condition.
10. No Presumption Against Drafter. FDISG and the Company have jointly
participated in the negotiation and drafting of this Agreement. The Agreement
shall be construed as if drafted jointly by the Company and FDISG, and no
presumptions arise favoring any party by virtue of the authorship of any
provision of this Agreement.
11. Publicity. Neither FDISG nor the Company shall release or publish
news releases, public announcements, advertising or other publicity relating to
this Agreement or to the transactions contemplated by it without prior review
and written approval of the other party; provided, however, that either party
may make such disclosures as are required by legal, accounting or regulatory
requirements after making reasonable efforts in the circumstances to consult in
advance with the other party.
12. Severability. The parties intend every provision of this Agreement to
be severable. If a court of competent jurisdiction determines that any term or
provision is illegal or invalid for any reason, the illegality or invalidity
shall not affect the validity of the remainder of this Agreement. In such case,
the parties shall in good faith modify or substitute such provision consistent
with the original intent of the parties. Without limiting the generality of this
paragraph, if a court determines that any remedy stated in this Agreement has
failed of its essential purpose, then all other provisions of this Agreement,
including the limitations on liability and exclusion of damages, shall remain
fully effective.
13. Miscellaneous.
(a) Any notice or other instrument authorized or required by this
Agreement to be given in writing to the Company or FDISG shall be sufficiently
given if addressed to the party and received by it at its office set forth below
or at such other place as it may from time to time designate in writing.
To the Company:
Xxxx X. X'Xxxxx, President
The Galaxy Fund c/o Hasbro, Inc.
000 Xxxxxxxxxxxx Xxxx Xxxxx
Xxxxxxxxx, Xxxxx Xxxxxx 00000
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with a copy to:
W. Xxxxx XxXxxxxx, III, Esq.
Drinker Xxxxxx & Xxxxx LLP
Philadelphia National Bank Building
0000 Xxxxxxxx Xxxxxx
Xxxxxxxxxxxx, Xxxxxxxxxxxx 00000
To FDISG:
First Data Investor Services Group, Inc.
0000 Xxxxxxxx Xxxxx
Xxxxxxxxxxx, Xxxxxxxxxxxxx 00000
Attention: President
with a copy to FDISG's General Counsel
(b) This Agreement shall be binding upon and inure to the benefit
of the parties hereto and their respective successors and permitted assigns and
is not intended to confer upon any other person any rights or remedies
hereunder. This Agreement may not be assigned or otherwise transferred by either
party hereto, without the prior written consent of the other party, which
consent shall not be unreasonably withheld; provided, however, that FDISG may,
in its sole discretion, assign all its fight, title and interest in this
Agreement to an affiliate, parent or subsidiary, provided that, in the
reasonable judgment of the Board of Trustees of the Company acting in its sole
discretion: (i) the financial capacity of such assignee is not materially less
than that of FDISG; (ii) the nature and quality of the services to be provided
hereunder are not materially adversely affected by such assignment; and (iii)
the quality and capability of the personnel and facilities of the assignee are
not materially less than those of FDISG. FDISG may, in its sole discretion,
engage subcontractors to perform any non-material or non-substantive obligations
contained in this Agreement that it is otherwise required to perform hereunder,
provided that FDISG shall be responsible for all compensation payable to such
subcontractors and shall remain responsible for the acts and omissions of such
subcontractors to the same extent that it is hereunder.
(c) The laws of the Commonwealth of Massachusetts, excluding the
laws on conflicts of laws, shall govern the interpretation, validity, and
enforcement of this Agreement. All actions arising from or related to this
Agreement shall be brought in the state and federal courts sitting in the City
of Boston, and FDISG and the Company hereby submit themselves to the exclusive
jurisdiction of those courts.
(d) This Agreement may be executed in any number of counterparts,
each of which shall be deemed to be an original and which collectively shall be
deemed to constitute only one instrument.
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(e) The captions of this Agreement are included for convenience of
reference only and in no way define or delimit any of the provisions hereof or
otherwise affect their construction or effect.
(f) The names "The Galaxy Fund" and "Trustees of The Galaxy Fund"
refer respectively to the Trust 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 the Company. 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
the Company personally, but bind only the Trust Property, and all persons
dealing with any class of shares of the Company must look solely to the Trust
Property belonging to such class for the enforcement of any claims against the
Company.
14. Confidentiality.
(a) The parties agree that the Proprietary Information (defined
below) and the contents of this Agreement (collectively "Confidential
Information") are confidential information of the parties and their respective
licensers. The Company and FDISG shall exercise at least the same degree of
care, but not less than reasonable care, to safeguard the confidentiality of the
Confidential Information of the other as it would to protect it own Confidential
Information. The Company and FDISG may use the Confidential Information only to
exercise their respective rights or perform their respective duties under this
Agreement. Except as otherwise required by law and except as disclosed in the
Company's Registration Statement or filed as an exhibit thereto, the Company and
FDISG shall not duplicate, sell or disclose to others the Confidential
Information of the other, in whole or in part, without the prior written
permission of the other party. The Company and FDISG may, however, disclose
Confidential Information to their respective employees who have a need to know
the Confidential Information to perform work for the other, provided that the
Company and FDISG shall use reasonable efforts to ensure that the Confidential
Information is not duplicated or disclosed by their respective employees in
breach of this Agreement. The Company and FDISG may also disclose the
Confidential Information to independent contractors, auditors and professional
advisors, provided they first agree in writing to be bound by the
confidentiality obligations substantially similar to this Section 14.
Notwithstanding the previous sentence, in no event shall either the Company or
FDISG disclose the Confidential Information to any competitor of the other
without specific, prior written consent.
(b) Proprietary Information means:
(i) any data or information that is completely sensitive
material, and not generally known to the public, including, but not limited to,
information about
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product plans, marketing strategies, finance, operations, customer
relationships, customer profiles, sales estimates, business plans, and internal
performance results relating to the past, present or future business activities
of the Company or FDISG, their respective subsidiaries and affiliated companies
and the customers, clients and suppliers of any of them;
(ii) any scientific or technical information, design,
process, procedure, formula, or improvement that is commercially valuable and
secret in the sense that its confidentiality affords the Company or FDISG a
competitive advantage over its competitors; and
(iii) all confidential or proprietary concepts,
documentation, reports, data, specifications, computer software, source code,
object code, flow charts, databases, inventions, know-how, show-how and trade
secrets, whether or not patentable or copyrightable.
(c) Confidential Information includes, without limitation, all
documents, inventions, substances, engineering and laboratory notebooks,
drawings, diagrams, specifications, bills of material, equipment, prototypes and
models, and any other tangible manifestation of the foregoing of either party
which now exist or come into the control or possession of the other.
15. Force Majeure. No party shall be liable for any default or delay in
the performance of its obligations under this Agreement if and to the extent
such default or delay is caused, directly or indirectly, by circumstances beyond
such party's reasonable control. In any such event, the non-performing party
shall be excused from any further performance and observance of the obligations
so affected only for so long as such circumstances prevail and such party
continues to use commercially reasonable efforts to recommence performance or
observance as soon as practicable.
16. Entire Agreement. This Agreement, including all Schedules hereto,
constitutes the entire Agreement between the parties with respect to the subject
matter hereof and supersedes all prior and contemporaneous proposals,
agreements, contracts, representations, and understandings, whether written or
oral, between the parties with respect to the subject matter hereof.
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IN WITNESS WHEREOF, the parties hereto have caused this instrument to be
duly executed and delivered by their duly authorized officers as of the date
first written above.
FIRST DATA INVESTOR SERVICES GROUP, INC.
By: /s/ Xxxxxxx X. Xxxxxxx
-------------------------------
Name: Xxxxxxx X. Xxxxxxx
----------------------------
Title: EVP and General Counsel
----------------------------
THE GALAXY FUND
By:
---------------------------
Name:
-------------------------
Title:
-------------------------
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IN WITNESS W]HEREOF, the parties hereto have caused this instrument to be
duly executed and delivered by their duly authorized officers as of the date
first written above.
FIRST DATA INVESTOR SERVICES GROUP, INC.
By:
-------------------------------
Name:
-------------------------------
Title:
-------------------------------
THE GALAXY FUND
By: /s/ Xxxx X. X'Xxxxx
-------------------------------
Name: Xxxx X. X'Xxxxx
-----------------------------
Title: President
-----------------------------
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SCHEDULE A
Money Market Fund
Government Fund
Tax-Exempt Fund
U.S. Treasury Fund
Institutional Government 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
Rhode Island Municipal Bond Fund
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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, the Company, on
behalf of each Fund, will pay FDISG on the first business day of each month a
fee for the previous month at the rates listed below. 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.
All asset-based fees shall be calculated daily and paid monthly. Net
assets shall be computed in accordance with the Funds' Prospectuses and the
resolutions of the Company's Board of Trustees.
ADMINISTRATION FEES:
FDISG shall be paid an annual administration fee at the annual rate of
.09% of the first $2.5 billion of the Funds' combined average daily net assets,
.085% of the next $2.5 billion of combined average daily net assets and .075% of
combined average daily net assets in excess of $5 billion.
FUND ACCOUNTING FEES:
FDISG shall be paid an annual fund accounting fee for each Fund based on
the average net assets of each Fund as follows:
Assets Fee
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Net assets under $50 million $ 25,000
Net assets of $50 million but less than $200 million $ 35,000
Net assets of $200 million but less than $500 million $ 50,000
Net assets of $500 million but less than $1 billion $ 85,000
Net assets in excess of $1 billion $125,000
The annual fund accounting fee for a Fund possessing more than 25% in
non-domestic assets will be 150% of the annual fund accounting fees described
above.
DOMESTIC AND/OR GLOBAL CUSTODY FEES:
Domestic and/or global custody fees for each Fund are comprised of an
annual account fee, annual holding fees and transaction fees (domestic custody)
and/or an annual account maintenance fee and asset and transaction fees per
country (global custody) as more
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particularly set forth in Exhibit 1 to this Schedule B, plus out-of-pocket
charges including but not limited to taxes, insurance, telephone and script
fees.
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EXHIBIT I TO SCHEDULE B
CUSTODY
DOMESTIC CUSTODY
The fees for Domestic Custody are comprised of three separate charges as
follows:
ANNUAL ACCOUNT FEE
Assets less than $100 million $ 5,000
Assets $100 - 500 million $ 7,500
Assets greater than $500 million $15,000
ANNUAL HOLDING FEE
Book Entry (DTC, FBE, etc.) $24.00
Physical $60.00
PTC $72.00
Euroclear/Cedel 3 basis points
TRANSACTION FEE
DTC $ 8.00
Fed Book Entry $ 8.00
Physical/Commercial Paper $22.00
Interfund Trades $ 5.00
Options $25.00
Futures $25.00
Repurchase Agreements $15.00
Note: Euroclear/Cedel holdings charge is based upon dollar value of holdings
(i.e. asset based charge).
GLOBAL CUSTODY
The fees for Global Custody are comprised of three separate charges as
follows:
ANNUAL ACCOUNT MAINTENANCE FEE
Fees are based on average net assets per Fund and include management of
custodian network, collection and settlement of principal and income
items and monitoring the quality of services provided. Fees are billable
on a monthly basis at the rate of 1/12 of the annual fee.
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Fund Net Assets Annual Fee
------------------ ----------
Up to $ 100 million $25,000
$100 to $250 million $35,000
$250 to $500 million $45,000
Over $500 million Negotiable
ASSET AND TRANSACTION FEES PER COUNTRY
Basic Point Transaction
Country Charge Charge
------- --------- ----------
Argentina 22 $ 75
Australia 7 $ 30
Austria 12 $ 60
Belgium 7 $ 30
Canada 7 $ 30
Chile 20 $100
China 40 $100
Denmark 16 $ 60
Finland 16 $ 60
France 7 $ 30
Germany 7 $ 30
Greece 26 $120
Hong Kong 12 $ 60
India 40 $100
Indonesia 26 $120
Ireland 7 $ 30
Italy 7 $ 00
Xxxxx (debt) 12 $ 00
Xxxxx (equity) 7 $ 30
Malaysia 22 $120
Mexico 16 $ 60
Netherlands 7 $ 30
New Zealand 12 $ 00
Xxxxxx 00 $ 60
Philippines 22 $120
Singapore 22 $120
South Korea 20 $100
Spain 26 $120
Sweden 7 $ 30
Switzerland 7 $ 30
Taiwan 32.75 $120
Thailand 22 $120
Turkey 26 $120
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United Kingdom 7 $ 30
Venezuela 22 $120
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Out-of-pocket charges, including but not limited to, taxes, insurance,
telephone, script fees, will be invoiced at cost.
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SCHEDULE C
OUT-OF-POCKET EXPENSES
Out-of-pocket expenses include the following:
- Postage of Board meeting materials and other materials to
the Company's Board members and service providers
(including overnight or other courier services)
- Telecommunications charges (including FAX) with respect to
communications with the Company's directors, officers and service
providers
- Duplicating charges with respect to filings with federal and state
authorities and Board meeting materials
- Courier services
- Pricing services
- Equity and bond price quotes ($.20 and $.50 per quote per day,
respectively)
- Money market price quotes ($.50 per quote per week)
- Forms and supplies for the preparation of Board meetings and other
materials for the Company
- Vendor set-up charges for Blue Sky services
- Customized programming requests
- Such other expenses as are agreed to in writing by FDISG and the
Company
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SCHEDULE D
FUND ACCOUNTING AND ADMINISTRATIVE SERVICES
ROUTINE PROJECTS
- Daily, Weekly, and Monthly Reporting
- Portfolio and General Ledger Accounting
- Daily Pricing of all Securities
- Daily Valuation and NAV Calculation
- Comparison of NAV to market movement
- Review of price tolerance/fluctuation report
- Research items appearing on the price exception report
- Weekly cost monitoring along with xxxx-to-market valuations in
accordance with Rule 2a-7
- Preparation of monthly ex-dividend monitor
- Daily cash reconciliation with the custodian bank
- Daily updating of price and rate information to the Transfer
Agent/Insurance Agent
- Daily support and report delivery to Portfolio Management
- Daily calculation of Fund advisor fees and waivers
- Daily calculation of distribution rates
- Daily maintenance of each Fund's general ledger including expense accruals
- Daily price notification to other vendors as required
- Calculation of SEC yields and total returns
- Preparation of month-end reconciliation package
- Monthly reconciliation of Fund expense records
- Preparation of monthly pay down gain/loss summaries
- Preparation of all annual and semiannual audit work papers
- Preparation and printing of financial statements
- Providing shareholder tax information to Transfer Agent
- Producing drafts of IRS and state tax returns
- Treasury Services including:
Provide officers for the Company
Expense accrual monitoring
Determination of dividends
Prepare materials for review by the Board, e.g., 0x-0,
00x-0, 00x-0, 00x- 1,
Rule 144a
- Tax and financial counsel
- IRS and SEC compliance testing
- Updating projections of annual expenses
- Preparation of monthly Fund portfolio profile report
- Preparation of various management reports
- Reporting of Fund statistics to ICI
- Sending of Rule 24f-2 or 24e-2 notices to the SEC in conjunction with the
Company's counsel
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DISTRIBUTION AND LEGAL, REGULATORY AND BOARD OF TRUSTEES SUPPORT
ROUTINE PROJECTS
- Review and filing of Form N-SAR
- Review and filing of Annual and Semi-Annual Financial Reports
- Assistance in Preparation of Fund Registration Statements
- Review of all Sales Material and Advertising
- Consultations regarding legal issues as needed
- Assist with marketing strategy and product development
- Assist in preparation of proxy statements
- Develop or assist in developing guidelines or procedures to improve overall
compliance by each Fund and its agents
- Maintain legal liaison with, and provide advice to, the Company regarding
its relationships with various agents with respect to their activities on
behalf of the Company
- Monitor and, to the extent necessary and appropriate, participate in
the preparation of documents and the overall handling of litigation
matters by outside counsel and non- routine regulatory investigations
SPECIAL PROJECTS*
- Proxy material preparation
- N-14 preparation (merger document)
- Preparation of Post-Effective Amendments and Prospectus Supplements
- Prospectus simplification
- Exemptive order applications
- Extraordinary non-recurring projects - e.g., arranging CDSC financing
programs
- Basic sales, mutual fiends, and product training to branch and sales
representatives
*Charged on a project-by-project basis upon the Company's pilot written a
approval.
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