Exhibit (d)(9)
ADDENDUM NO. 8 TO ADVISORY AGREEMENT
This Addendum No. 8, dated as of the __ day of _________, 2002, is entered
into between THE GALAXY FUND, a Massachusetts business trust, located in Boston,
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, Addendum No.
4 dated as of June 23, 2000, Addendum No. 5 dated as of September 5, 2000,
Addendum No. 6 dated as of August 27, 2001 and Addendum No. 7 dated as of _____,
2002 (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, 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, Growth Fund II, Pan Asia Fund, Pennsylvania Municipal Bond
Fund, Large Cap Value Fund, Large Cap Growth Fund and New York Municipal Money
Market Fund (each a "Fund");
WHEREAS, Galaxy has notified the Adviser that it has established three new
portfolios, namely the New Jersey Municipal Money Market Fund, Florida Municipal
Money Market Fund and Institutional Prime Money Market Fund (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 annual rate of: (1) .40% of
the first $750,000,000 of net assets of each of the New Jersey Municipal Money
Market Fund and Florida Municipal Money Market Fund plus .35% of the net assets
of each such Fund in excess of $750,000,000, and (2) .20% of the net assets of
the Institutional Prime Money Market 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 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: Xxxxx X. Xxxxx
Title: President
2
