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EXHIBIT 9(b)
June 1, 1996
The Galaxy VIP Fund
0000 Xxxxxxxx Xxxxx
Xxxxxxxx, XX 00000
Re: CUSTODIAN, FUND ACCOUNTING AND ADMINISTRATION FEES
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Gentlemen:
This letter constitutes our agreement with respect to
compensation to be paid to (a) First Data Investor Services Group, Inc.
("FDISG") as the party responsible for payment of all fees and expenses under
the terms of a Global Custody Agreement dated October 30, 1992 between you
(the "Company") and The Chase Manhattan Bank, N.A. ("Chase"), as amended; and
(b) FDISG under the terms of an Amended and Restated Administration Agreement
dated as of June 1, 1996 between the Company and FDISG. Pursuant to the terms
of these agreements, the Company will pay to FDISG, for its administrative and
fund accounting services, and for the services that Chase will provide to the
Company as custodian in respect of the Company's Money Market Fund, Equity
Fund, High Quality Bond Fund and Asset Allocation Fund and such other
investment portfolios as are from time to time added by means of an Exhibit to
each of these agreements (each a "Portfolio" and collectively the "Portfolios")
the following:
1. An asset-based administration fee at the annual rate of .085%
of the first $1 billion of the Portfolios' combined average daily net assets,
.078% of the next $1.5 billion of combined average daily net assets and .073%
of combined average daily net assets over $2.5 billion and a percentage rate to
be negotiated by the parties of the combined average annual daily net assets in
excess of $5 billion. The minimum annual fee for the Portfolios will be
$100,000.
2. An annual fund accounting fee for each Portfolio based on the
average net assets of each Portfolio as follows: net assets under $50 million
- $25,000; net assets of $50 million but less than $200 million - $35,000; net
assets of $200 million but less than $500 million - $50,000; net assets of
$500 million but less than $1 billion - $85,000; and net assets in excess of $1
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June 1, 1996
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billion - $125,000, plus out-of-pocket expenses, including but not limited to
an out-of-pocket charge for security quotes estimated to be as follows - equity
and bond price quotes - $.10 and $.50 per quote per day, respectively, and
money market price quotes - $.50 per quote per week. The annual fund
accounting fee for a Portfolio possessing more than 25% in non-domestic assets
will be 150% of the annual fund accounting fees described above.
3. Domestic and/or global custody fees for each Portfolio are
comprised of an annual account fee, annual holding fees and transaction fees
(domestic custody) and/or an annual account maintenance fee and asset and
transaction fees per country (global custody) as more particularly set forth
in the Schedule attached hereto as Exhibit "A", plus out-of-pocket charges
including but not limited to taxes, insurance, telephone and script fees.
4. All asset-based fees shall be calculated daily and paid monthly.
Net assets shall be computed in accordance with the Portfolios' prospectuses,
statements of additional information and the resolutions of the Company's
Board of Trustees. All other fees and out-of-pocket expenses shall be
invoiced and paid monthly.
The fees for the period from the day of the year this agreement
is entered into until the end of that year shall be pro-rated according to the
proportion which such period bears to the full annual period. Upon any
termination of the underlying agreements before the end of any year, the fees
for such part of a year shall be prorated according to the proportion which
such period bears to the full year and shall be payable upon the date of
termination of any agreement.
5. FDISG accepts the payments hereunder as full payment from the
Company under the terms of its respective agreements with the Company with
respect to the Portfolios.
6. The names "The Galaxy VIP Fund" and "Trustees of The Galaxy VIP
Fund" refer respectively to the Trust created and the Trustees, as trustees
but not individually or personally, acting from time to time under a
Declaration of Trust dated May 27, 1992 which is xxxxxx referred to and a copy
of which is on file at the office of the State Secretary of the Commonwealth of
Massachusetts and at the principal office of the Company. The
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June 1, 1996
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obligations of "The Galaxy VIP Fund" entered into in the name or on behalf
thereof by any of the Trustees, representatives or agents are made not
individually, but in such capacities, and are not binding upon any of the
Trustees, shareholders, or representatives of the Company personally, but bind
only the Trust Property, and all persons dealing with any class of shares of
the Company must look solely to the Trust Property belonging to such class for
the enforcement of any claims against the Company.
7. This letter agreement may be signed by each party hereto upon a
separate copy in which event all copies shall constitute a single counterpart
of this letter agreement.
If the foregoing accurately sets forth our agreement and you
intend to be legally bound thereby, please execute a copy of this letter and
return it to us.
Very truly yours,
FIRST DATA INVESTOR SERVICES
GROUP, INC.
By:
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Title:
Accepted: THE GALAXY VIP FUND
By: /s/Xxxx X. X'Xxxxx
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President
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EXHIBIT "A"
CUSTODY
DOMESTIC CUSTODY
The fees for Domestic Custody are comprised of three separate charges as
follows:
ANNUAL ACCOUNT FEE
Assets less than $100 Million $ 5,000
Assets $100 - 500 Million $ 7,500
Assets greater than $500 Million $15,000
ANNUAL HOLDING FEE
Book Entry (DTC, FBE, etc.) $24.00
Physical $60.00
PTC $72.00
Euroclear/Cedel 3 basis points
Transaction Fee
DTC $ 8.00
Fed Book Entry $ 8.00
Physical/Commercial Paper $22.00
Interfund trades $ 5.00
Options $25.00
Futures $25.00
Repurchase agreements $15.00
Euroclear/Cedel $30.00
Note:
(1) Euroclear/Cedel holdings charge is based upon dollar value of
holdings (i.e. asset based charge).
GLOBAL CUSTODY
The fees for Global Custody are comprised of three separate charges as follows:
ANNUAL ACCOUNT MAINTENANCE FEE
Fees are based on average net assets per portfolio and include
management of custodian network, collection and settlement of
principal and income items and monitoring the quality of services
provided. Fees are billable on a monthly basis at the rate of 1/12 of
the annual fee.
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FUND NET ASSETS ANNUAL FEE
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Up to $100 million $25,000
$100 to $250 million $35,000
$250 to $500 million $45,000
Over $500 million Negotiable
ASSET AND TRANSACTION FEES PER COUNTRY
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Annual Annual
Basis Point Transaction Basis Point Transaction
Country Charge Charge Country Charge Charge
------- -------------------------------------------------- ---------------------------------
Argentina 22 $ 75 Japan 7 $ 30
(equity)
Australia 7 $ 30 Malaysia 22 $120
Austria 12 $ 60 Mexico 16 $ 60
Belgium 7 $ 30 Netherlands 7 $ 30
Canada 7 $ 30 New Zealand 12 $ 60
Chile 20 $100 Norway 12 $ 60
China 40 $100 Philippines 22 $120
Denmark 16 $ 60 Singapore 22 $120
Finland 16 $ 60 South Korea 20 $100
France 7 $ 30 Spain 26 $120
Germany 7 $ 30 Sweden 7 $ 30
Greece 26 $120 Switzerland 7 $ 30
Hong Kong 12 $ 60 Taiwan 32.75 $120
India 40 $100 Thailand 22 $120
Indonesia 26 $120 Turkey 26 $120
Ireland 7 $ 30 United Kingdom 7 $ 30
Italy 7 $ 30 Venezuela 22 $120
Japan (debt) 12 $ 60
Out-of-pocket charges, including but not limited to, taxes, insurance,
telephone, script fees, will be invoiced at cost.
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