Exhibit (h)(6)
AMENDMENT NO. 5 TO ADMINISTRATION AGREEMENT
This Amendment No. 5, dated as of May 31, 2001, is entered into between
PFPC Inc., a Massachusetts corporation ("PFPC") (formerly, known as First Data
Investor Services Group, Inc.) and THE GALAXY VIP FUND, a Massachusetts business
trust (the "Company").
WHEREAS, PFPC and the Company have entered into an Administration
Agreement, dated as of June 1, 1997, as subsequently amended (as so amended, the
"Administration Agreement"), pursuant to which the Company appointed PFPC 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, 2004 (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 section is hereby added to the Fee Schedule on
Schedule B of the Administration Agreement:
"FEE WAIVERS FOR FUNDS
PFPC shall waive all fund accounting, administration and custody fees for a
period of three months from the commencement of operations of any new Fund
which is established, provided that no fee shall be waived for any "shell"
Fund created pursuant to a merger or acquisition."
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. 5 as
of the day and year first above written.
PFPC INC.
By: /s/ Xxxxxxx XxXxxxxx
-----------------------
Name: Xxxxxxx XxXxxxxx
Title: Executive Vice President/ Managing Director
THE GALAXY VIP FUND
By: /s/ Xxxx X. X'Xxxxx
-----------------------
Name: Xxxx X. X'Xxxxx
Title: President
2
