AMENDMENT NO. 4 TO ADMINISTRATION AGREEMENT
This Amendment No. 4, dated as of ___________, 1998, is entered into
between FIRST DATA INVESTOR SERVICES GROUP, INC., a Massachusetts corporation
("FDISG") and THE GALAXY 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 Xxxxx 0, 0000, Xxxxx 5, 1998,
and ___________, 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 section of Schedule B of the Administration Agreement
entitled "Administration Fees" is amended and restated in its entirety to read
as follows:
"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, .075% of the next $7 billion of combined average daily net assets,
.065% of the next $3 billion of combined average daily net assets, .06% of
the next $3 billion of combined average daily net assets and .0575% of
combined average daily net assets in excess of $18 billion."
3. 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."
4. 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. 4
as of the day and year first above written.
FIRST DATA INVESTOR SERVICES
GROUP, INC.
By:
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Name:
Title:
THE GALAXY FUND
By:
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Name:
Title:
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