EXHIBIT (d)(7)
ADDENDUM NO. 6 TO ADVISORY AGREEMENT
This Addendum No. 6, dated as of the ____day of _______, 2001, 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,
Addendum No. 4 dated as of June 23, 2000 and Addendum No. 5 dated as of
September 5, 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, 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 and Pan Asia Fund
(each a "Fund");
WHEREAS, Galaxy has notified the Adviser that it has established
three new portfolios, namely the Pennsylvania Municipal Bond Fund, Large Cap
Value Fund and Large Cap Growth 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 .75% of the net assets of
each of the Pennsylvania Municipal Bond Fund, Large Cap Value Fund and Large Cap
Growth 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
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