ADDENDUM NO. 5 TO ADVISORY AGREEMENT
This Addendum No. 5, dated as of the 5th day of September, 2000, is
entered into between THE GALAXY FUND, a Massachusetts business trust, located in
Westborough, Massachusetts ("Galaxy"), and FLEET INVESTMENT ADVISORS INC., a New
York corporation, located in Boston, Massachusetts (the "Adviser").
WHEREAS, Galaxy and the Adviser have entered into an Advisory Agreement
dated as of May 19, 1994, which was extended to additional investment portfolios
of Galaxy by Addendum No. 1 dated as of December 1, 1995, Addendum No. 2 dated
as of March 3, 1998, Addendum No. 3 dated as of September 18, 1998 and Addendum
No. 4 dated as of June 23, 2000 (the "Advisory Agreement"), pursuant to which
Galaxy appointed the Adviser to act as investment adviser to Galaxy for its
Money Market Fund, Government Fund, Tax-Exempt Fund, U.S. Treasury Fund,
Institutional Government Money Market 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, Equity
Value Fund, Equity Growth Fund, Equity Income Fund, International Equity Fund,
Small Company Equity Fund, Asset Allocation Fund, Growth and Income Fund,
Connecticut Municipal Money Market Fund, Massachusetts Municipal Money Market
Fund, Small Cap Value Fund, New Jersey Municipal Bond Fund, MidCap Equity Fund,
Strategic Equity Fund, Prime Reserves, Government Reserves, Tax-Exempt Reserves,
Institutional Money Market Fund, Institutional Treasury Money Market Fund,
Florida Municipal Bond Fund, Intermediate Tax-Exempt Bond Fund, Connecticut
Intermediate Municipal Bond Fund, Massachusetts Intermediate Municipal Bond Fund
and Growth Fund II (each a "Fund");
WHEREAS, Galaxy has notified the Adviser that it has established a new
portfolio, the Pan Asia Fund (the "New Fund"), and that it desires to retain the
Adviser to act as the investment adviser therefor, and the Adviser has notified
Galaxy that it is willing to serve as investment adviser for the New Fund;
NOW THEREFORE, the parties hereto, intending to be legally bound, hereby
agree as follows:
1. APPOINTMENT. Galaxy hereby appoints the Adviser to act as investment
adviser to Galaxy for the New Fund for the period and on the terms set forth in
the Advisory Agreement. The Adviser hereby accepts such appointment and agrees
to render the services set forth in the Advisory Agreement for the compensation
herein provided.
2. COMPENSATION. For the services provided and the expenses assumed
pursuant to the Advisory Agreement with respect to the New Fund, Galaxy will pay
the Adviser, and the Adviser will accept as full compensation therefor fees,
computed daily and paid monthly, at the annual rate of 1.20% of the net assets
of the New Fund.
3. CAPITALIZED TERMS. From and after the date hereof, the term "Fund" as
used in the Advisory Agreement shall be deemed to include the New Fund.
Capitalized terms used herein and not otherwise defined shall have the meanings
ascribed to them in the Advisory Agreement.
4. MISCELLANEOUS. Except to the extent supplemented hereby, the Advisory
Agreement shall remain unchanged and in full force and effect and is hereby
ratified and confirmed in all respects as supplemented hereby.
IN WITNESS WHEREOF, the undersigned have executed this Addendum as of the
date and year first above written.
THE GALAXY FUND
By: /s/ Xxxx X. X'Xxxxx
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Name: Xxxx X. X'Xxxxx
Title: President
FLEET INVESTMENT ADVISORS INC.
By: /s/ Xxxxx Xxxxxx
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Name: Xxxxx Xxxxxx
Title: Chief Operating Officer
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