Exhibit (h)(4)
AMENDMENT NO. 3 TO ADMINISTRATION AGREEMENT
This Amendment No. 3, dated as of September 10, 1998, is entered into
between FIRST DATA INVESTOR SERVICES GROUP, INC., a Massachusetts corporation
("FDISG") and THE GALAXY VIP FUND, a Massachusetts business trust (the
"Company").
WHEREAS, FDISG and the Company have entered into an Administration
Agreement, dated as of June 1, 1997, as amended on February 27, 1998 and March
5, 1998 (the "Administration Agreement"), pursuant to which the Company
appointed FDISG to act as Administrator for the Company's portfolios (the
"Funds"); and
WHEREAS, Section 9 of the Administration Agreement provides that no
change, termination, modification, or waiver of any term or condition of the
Administration 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. Section 8(a) of the Administration Agreement is amended and
restated in its entirety to read as follows:
"(a) This Agreement shall continue in effect with respect to each
Fund until May 31, 2001 (the "Initial Term"), unless earlier
terminated pursuant to the terms of this Agreement. Thereafter, this
Agreement shall continue with respect to each Fund for additional
terms of one (1) year ("Renewal Terms") each, provided such
continuance is specifically reviewed and approved at least annually
(i) by the vote of a majority of the Company's Board of Trustees or by
the vote of a majority of the outstanding voting securities of such
Fund and (ii) by a majority of the Company's Trustees who are not
parties to the Agreement or interested persons (as defined in the 0000
Xxx) of any party to the Agreement."
2. The following paragraph is added to the Administration Agreement
as Section 17:
"17. YEAR 2000. FDISG's services hereunder shall be rendered,
and its computer systems used in rendering such services shall operate
and function, without any Year 2000 Error. The term "Year 2000 Error"
means:
(a) any failure of FDISG's systems to properly record,
store, process, calculate or present calendar dates falling on and
after (and, if applicable, spans of time including) January 1, 2000 as
a result of the occurrence or use of
data consisting of such dates;
(b) any failure of FDISG's systems to calculate any
information dependent on or relating to dates on or after January 1,
2000 in the same manner, and with the same functionality, date
integrity and performance, as such systems record, store, process,
calculate and present calendar dates on or before December 31, 1999,
or information dependent on or relating to such dates; or
(c) any loss of functionality or performance with respect
to the introduction of records or processing of data containing dates
falling on or after January 1, 2000."
3. Except to the extent amended hereby, the Administration 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. 3
as of the day and year first above written.
FIRST DATA INVESTOR SERVICES
GROUP, INC.
By: /s/Jylanne X. Xxxxx
-------------------------------
Name: Jylanne X. Xxxxx
Title: Senior Vice-President
THE GALAXY VIP FUND
By: /s/Xxxx X. X'Xxxxx
-------------------------------
Name: Xxxx X. X'Xxxxx
Title: President
-2-
