Exhibit (d)(6)
ADDENDUM NO. 5 TO ADVISORY AGREEMENT
This Addendum No. 5, dated as of the ____ day of _________,
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 _________, 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
and New York Municipal Money Market Fund (each a "Fund");
WHEREAS, Galaxy has notified the Adviser that it has established
seven new portfolios, namely the 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 (the "New Funds"), 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 Funds;
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 Funds 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 Funds, Galaxy
will pay the Adviser and the Adviser will accept as full compensation therefor
fees, computed daily and paid monthly, based on the net assets of the New Funds,
considered separately on a per-Fund basis, at the following annual rates: .20%
of the net assets of each of the Institutional Money Market Fund
and Institutional Treasury Money Market Fund; and .75% of the net assets of each
of the Florida Municipal Bond Fund, Intermediate Tax-Exempt Bond Fund,
Connecticut Intermediate Municipal Bond Fund, Massachusetts Intermediate
Municipal Bond Fund and Growth Fund II.
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
Funds. 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: ____________________________
Name: Xxxx X. X'Xxxxx
Title: President
FLEET INVESTMENT ADVISORS INC.
By: ____________________________
Name: Xxxxxx X. X'Xxxxx
Title: President
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