Exhibit (l)(4)
PURCHASE AGREEMENT
The Galaxy VIP Fund, a Massachusetts business trust (the "Trust"), and
Fleet Investment Advisors Inc., a New York corporation ("Fleet"), hereby agree
with each other as follows:
1. The Trust hereby offers Fleet and Fleet hereby purchases one
(1) Class I share of beneficial interest representing an interest in the Trust's
Large Company Index Fund and one (1) Class J share of beneficial interest
representing an interest in the Trust's Small Company Index Fund, at a purchase
price of $10.00 per share, aggregating to two (2) shares of beneficial interest
in the Trust (such shares of beneficial interest in the Trust being hereinafter
collectively known as "Shares"). Fleet hereby acknowledges purchase of the
Shares and the Trust hereby acknowledges receipt from Fleet of funds in the
amount of $20.00 in full payment for the Shares.
2. Fleet represents and warrants to the Trust that the Shares
are being acquired for investment purposes and not with a view to the
distribution thereof.
3. 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 an Agreement
and Declaration of Trust dated May 27, 1992 which is hereby 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 Trust. The
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 Trust personally, but bind only
the Trust property, and all persons dealing with any class of shares of the
Trust must look solely to the Trust property belonging to such class for the
enforcement of any claims against the Trust.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as
of the ____ day of _________ 2000.
THE GALAXY VIP FUND
By:
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President
FLEET INVESTMENT ADVISORS INC.
By:
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