AMENDMENT NO. 2 TO ADMINISTRATION AGREEMENT
Amendment No. 2 dated as of ____________, 2003 (the "Amendment") to
the Administration Agreement dated as of July 22, 2002 (the "Agreement"),
between THE GALAXY FUND and THE GALAXY VIP FUND (each a "Trust"), each a
Massachusetts business trust, and FLEET INVESTMENT ADVISORS, INC. (the
"Administrator"), a New York corporation.
BACKGROUND
1. Section 302 of the Xxxxxxxx-Xxxxx Act of 2002 ("Sarbox") requires
the Securities and Exchange Commission ("SEC") to issue regulations requiring
that each company filing periodic reports under Section 13(a) or 15(d) of the
Securities Exchange Act of 1934, as amended (the "1934 Act"), include in such
filings certain certifications by the principal executive officer and principal
financial officer (or persons performing similar functions) of such company. The
SEC has issued and proposed various rule and form amendments to implement
Section 302 of Sarbox as it relates to registered management investment
companies such as the Trust, including amendments to Form N-SAR and Form N-CSR.
In addition, Section 906 of Sarbox requires that each periodic report containing
financial statements filed by an issuer with the SEC pursuant to Section 13(a)
or 15(d) of the 1934 Act be accompanied by a written statement by the chief
executive officer and chief financial officer (or the equivalent thereof) of the
issuer certifying that the periodic report containing the financial statements
fully complies with the requirements of Section 13(a) or 15(d) of the 1934 Act
and that information contained in the periodic report fairly presents, in all
material respects, the financial condition and results of operations of the
issuer.
2. The Administrator acts as the administrator for the Trust pursuant
to the Agreement, and in such capacity the Administrator may from time to time
provide certain information that is necessary to complete a report or other
filing that is required to be certified by certain of the Trust's officers (the
"Certifying Officers") pursuant to Sarbox and regulations issued and in effect
from time to time under Sarbox (each such report or other filing, a "Certified
Report").
3. Accordingly, the Trust desires that the Administrator agree that
any information that the Administrator provides that is necessary to complete a
Certified Report will be true and complete when given and that any
subcertifications it provides to the Trust and/or the Certifying Officers in
connection with the information that the Administrator provides for each
Certified Report will be true and complete when given, and the Administrator
agrees to such obligation and representation.
AGREEMENT
NOW, THEREFORE, in consideration of the promises and mutual covenants
herein contained, the parties hereto, intending to be legally bound, hereby
amend the Agreement, pursuant to the terms thereof, as follows:
1. OBLIGATION/REPRESENTATIONS/SUBCERTIFICATIONS. The Administrator
agrees that any information that the Administrator provides that is necessary to
complete a Certified Report will be true and complete when given. The
Administrator further agrees that any written representation or certification it
provides to the Trust and/or the officers of the Trust in support of a
certification by them to the SEC pursuant to Sarbox and/or any rules or
regulations issued from time to time thereunder will be true and complete when
given. This covenant shall survive the termination of the Agreement.
2. CONTINUING VALIDITY. The provisions of the Agreement shall remain
in full force and effect as modified hereby.
3. A copy of the Declaration of Trust of the Trust is on file with the
Secretary of the Commonwealth of Massachusetts, and notice is hereby given that
this instrument is executed on behalf of the Trustees of the Trust as Trustees
and not individually and that the obligations of or arising out of the
instrument are not binding upon any of the Trustees or officers or shareholders
individually but binding only upon the assets and property of the Trust.
IN WITNESS WHEREOF, the parties hereto have caused this Amendment to
be executed by their duly authorized officers designated below on the day and
year first above written.
THE GALAXY FUND
THE GALAXY VIP FUND
By:
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Name: Xxxx X. Xxxxxx
Title: Vice President
FLEET INVESTMENT ADVISORS, INC.
By:
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Name:
Title:
