AMENDMENT NO. 1 TO TRANSFER AGENCY AND SERVICES AGREEMENT

                                                                  Exhibit (h)(8)

                               AMENDMENT NO. 1 TO
                     TRANSFER AGENCY AND SERVICES AGREEMENT

     This Amendment No. 1, dated as of May 31, 2001, is entered into between THE
GALAXY VIP FUND (the "Fund"), a Massachusetts business trust, and PFPC INC.
("PFPC") (formerly known as First Data Investor Services Group, Inc.), a
Massachusetts corporation.

     WHEREAS, the Fund and PFPC have entered into a Transfer Agency and Services
Agreement, dated as of September 7, 2000 (the "Transfer Agency Agreement"),
pursuant to which the Fund appointed PFPC to act as the transfer agent, dividend
disbursing agent and agent in connection with certain other activities for the
Fund's portfolios ("Portfolios"); and

     WHEREAS, Section 25.1 of Article 25 of the Transfer Agency Agreement
provides, in part, that no change, termination, modification or waiver of any
term or condition of the Transfer Agency Agreement shall be valid unless in
writing signed by each party;

     NOW THEREFORE, the parties hereto, intending to be legally bound, hereby
agree as follows:

     1.   Section 13.1 of Article 13 of the Transfer Agency Agreement is amended
and restated in its entirety to read as follows:

          "13.1 This Agreement shall continue in effect with respect to each
Portfolio of the Fund until May 31, 2004 ("Initial Term")."

     2.   The following section is hereby added to the Fee Schedule on Schedule
B of the Transfer Agency Agreement:

     "FEE WAIVERS FOR NEW PORTFOLIOS

     PFPC shall waive all fees for a period of three months from the
     commencement of operations of any new Portfolio which is established,
     provided that no fee shall be waived for any "shell" Portfolio created
     pursuant to a merger or acquisition."

     3.   Except to the extent amended hereby, the Transfer Agency Agreement
shall remain unchanged and in full force and effect and is hereby ratified and
confirmed in all respects as amended hereby.



     IN WITNESS WHEREOF, the undersigned have executed this Amendment No. 1 as
of the day and year first above written.

                           THE GALAXY VIP FUND


                           By: /s/ Xxxx X. X'Xxxxx
                               ----------------------------
                           Name:  Xxxx X. X'Xxxxx
                           Title: President

                           PFPC INC.

                           By: /s/ Xxxxxxx XxXxxxxx
                               ----------------------------
                           Name:  Xxxxxxx XxXxxxxx
                           Title: Executive Vice President/ Managing Director

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