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EXHIBIT 9(b)
AMENDED AND RESTATED
TRANSFER AGENCY AGREEMENT
THIS AGREEMENT is made as of this 1st day of June, 1996 between THE
GALAXY FUND, a Massachusetts business trust (the "Fund"), and FIRST DATA
INVESTOR SERVICES GROUP, INC., a Massachusetts corporation (the "Transfer
Agent").
W I T N E S S E T H
WHEREAS, the Fund is registered as an open-end management investment
company under the Investment Company Act of 1940, as amended ("xxx 0000 Xxx"),
is offering units of beneficial interest, par value $.001, and is currently
classifying such units into twenty-four classes each consisting of one or more
series and may add further classes or series in the future (such units, of all
classes and series, are herein called the "Shares"); and
WHEREAS, the Transfer Agent currently serves as transfer agent,
registrar and dividend disbursing agent for the Fund pursuant to a Transfer
Agency Agreement dated as of March 31, 1995, as amended, by and between the Fund
and the Transfer Agent (the "Existing Agreement"); and
WHEREAS, the parties hereto wish to amend and restate the Existing
Agreement in its entirety in order to reflect certain changes to the terms
thereof;
NOW, THEREFORE, in consideration of the premises and mutual covenants
herein contained, it is agreed between the parties hereto as follows:
1. Appointment. The Fund hereby appoints the Transfer Agent to serve as
transfer agent, registrar and dividend disbursing agent for the Fund with
respect to the Shares for the period and on the terms set forth in this
Agreement. The Fund may from time to time issue separate classes or series of
Shares or classify and reclassify Shares of each class or series. The Transfer
Agent shall identify to each such class or series property belonging to such
class or series and in such reports, confirmations and notices to the Fund
called for under this Agreement shall identify the class or series to which such
report, confirmation or notice pertains. The Transfer Agent accepts such
appointment and agrees to furnish the services herein set forth in return for
the compensation as provided in Paragraph 17 of this Agreement, subject,
however, to the performance standards set forth in Appendix I to this Agreement.
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2. Delivery of Documents. The Transfer Agent acknowledges that it
has received copies properly certified or authenticated of each of the
following:
(a) Resolutions of the Fund's Board of Trustees authorizing
the appointment of the Transfer Agent as transfer agent, registrar and
dividend disbursing agent for the Fund and approving this Agreement;
(b) The Fund's Declaration of Trust filed with the Secretary
of the Commonwealth of Massachusetts on March 31, 1986 and all
amendments thereto (such Declaration of Trust, as currently in effect
and as it shall from time to time be amended, is herein called the
"Declaration of Trust");
(c) The Fund's Code of Regulations and all amendments thereto
(such Code of Regulations, as currently in effect and as it shall from
time to time be amended, is herein called the "Code");
(d) The Amended and Restated Distribution Agreement between
the Transfer Agent, 440 Financial Distributors, Inc. (the
"Distributor") and the Fund dated as of even date herewith (the
"Distribution Agreement");
(e) The following agreements: the Amended and Restated
Administration Agreement between the Transfer Agent and the Fund dated
as of even date herewith (the "Administration Agreement"); the Advisory
Agreement, as amended, between Fleet Investment Advisors Inc. ("Fleet")
and the Fund with respect to the Fund or any class or series thereof
and the Sub-Advisory Agreement between Fleet and Wellington Management
Company ("Wellington Management") with respect to the International
Equity Fund (such advisory agreement, as amended, and sub-advisory
agreement are herein referred to collectively as the "Advisory
Agreements"); the Global Custody Agreement, as amended, between The
Chase Manhattan Bank N.A. (the "Custodian") and the Fund dated as of
November 1, 1991 (as amended, the "Custody Agreement");
(f) The Fund's Notification of Registration filed pursuant to
Section 8(a) of the 1940 Act on Form N-8A with the Securities and
Exchange Commission (the "SEC") on September 10, 1982;
(g) The Fund's Registration Statement on Form N-1A under the
1940 Act and the Securities Act of 1933, as amended (the "1933 Act") as
filed with the SEC on April 14, 1986 (File No. 33-4806) relating to the
Shares, and all amendments thereto;
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(h) The Fund's most recent prospectus or prospectuses and
statement or statements of additional information (such prospectus or
prospectuses and statement or statements of additional information, as
currently in effect, and all amendments and supplements thereto, are
herein collectively called the "Prospectus");
(i) Before entering into a transaction regulated by the
Commodity Futures Trading Commission ("CFTC"), the Fund shall provide a
copy of either (i) a filed notice of eligibility to claim the exclusion
from the definition of "commodity pool operator" contained in Section
2(a)(1)(A) of the Commodity Exchange Act (the "CEA") that is provided
in Rule 4.5 under the CEA, together with all supplements as are
required by the CFTC, or (ii) a letter which has been granted the Fund
by the CFTC which states that the Fund will not be treated as a "pool"
as defined in Section 4.10(d) of the CFTC's General Regulations, or
(iii) a letter which has been granted the Fund by the CFTC which states
that the CFTC will not take any enforcement action if the Fund does not
register as a "commodity pool operator";
(j) The Fund's Shareholder Services Plan relating to Trust
Shares and Retail A Shares of certain of the Fund's investment
portfolios, and each Servicing Agreement between a Service Organization
(as defined in the Shareholder Services Plan) and the Fund; and
(k) The Fund's Distribution and Services Plan relating to
Retail B Shares of certain of the Fund's investment portfolios, and
each Servicing Agreement between a Service Organization (as defined in
the Distribution and Services Plan) and the Fund.
The Fund will furnish the Transfer Agent from time to time with copies
of all amendments of or supplements to the foregoing, if any.
3. Definitions.
(a) "Authorized Persons." As used in this Agreement, the term
"Authorized Person" means the Fund's President, Treasurer and any other
person, whether or not any such person is an officer or employee of the
Fund, duly authorized by the Board of Trustees of the Fund to give Oral
and Written Instructions on behalf of the Fund and listed on the
Certificate annexed hereto as Appendix A or such other Certificate
listing persons duly authorized to give Oral and Written Instructions
on behalf of the Fund as may be received by the Transfer Agent from
time to time.
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(b) "Oral Instructions." As used in this Agreement, the term
"Oral Instructions" means oral instructions actually received by the
Transfer Agent from an Authorized Person or from a person reasonably
believed by the Transfer Agent to be an Authorized Person. The Fund
agrees to deliver to the Transfer Agent, at the time and in the manner
specified in Paragraph 4(b) of this Agreement, Written Instructions
confirming Oral Instructions.
(c) "Written Instructions." As used in this Agreement, the
term "Written Instructions" means written instructions delivered by
mail, tested telegram, cable, telex or facsimile sending device, and
received by the Transfer Agent, signed by an Authorized Person.
(d) "Shareholder." As used in this Agreement, the term
"Shareholder" means each holder of at least one Share.
4. Instructions Consistent with Declaration of Trust and Code.
(a) Unless otherwise provided in this Agreement, the Transfer
Agent shall act only upon Oral and Written Instructions. Although the
Transfer Agent may take cognizance of the provisions of the Declaration
of Trust and the Code of the Fund, the Transfer Agent may assume that
any Oral or Written Instructions received hereunder are not in any way
inconsistent with any provisions of such Declaration of Trust or the
Code or any vote, resolution or proceeding of the Shareholders, or of
the Board of Trustees, or of any committee thereof.
(b) The Transfer Agent shall be entitled to rely upon any Oral
Instructions and any Written Instructions actually received by the
Transfer Agent pursuant to this Agreement. The Fund agrees to forward
to the Transfer Agent Written Instructions confirming Oral Instructions
in such manner that the Written Instructions are received by the
Transfer Agent (whether by hand delivery, telex, facsimile sending
device or otherwise) by the close of business of the same day that such
Oral Instructions are given to the Transfer Agent. The Fund agrees that
the fact that such confirming Written Instructions are not received by
the Transfer Agent shall in no way affect the validity of the
transactions or enforceability of the transactions authorized by the
Fund by giving Oral Instructions. The Fund agrees that the Transfer
Agent shall incur no liability to the Fund in acting upon Oral
Instructions given to the Transfer Agent hereunder concerning such
transactions provided such instructions reasonably appear to have been
received from an Authorized Person.
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5. Issuance, Redemption and Exchange of Shares.
(a) Issuance of Shares. Upon receipt of a purchase order from
a Service Organization or prospective Shareholder for the purchase of
Shares of a particular class or series and sufficient information to
enable the Transfer Agent to establish a Shareholder account, and after
confirmation of receipt or crediting of federal funds for the order
from the Custodian, the Transfer Agent shall issue and credit the
account of the Shareholder with Shares of the appropriate class or
series in the manner described in the Prospectus.
(b) Redemption of Shares. Upon receipt of a redemption order
from the Fund's Distributor, a Service Organization or a Shareholder,
the Transfer Agent shall redeem the number and class or series of
Shares indicated thereon from the redeeming Shareholder's account and
receive from the Custodian and disburse: (i) the amount of any
contingent deferred sales charges payable to the Fund's distributor
with respect to Retail B Shares, and (ii) the balance of the redemption
proceeds to the person entitled to such proceeds, in accordance with
such procedures and controls as are mutually agreed upon from time to
time by the Fund, the Transfer Agent and the Custodian.
(c) Exchange of Shares. Upon receipt of an exchange order from
a Service Organization or a Shareholder and in accordance with the
Prospectus and such procedures and controls as are mutually agreed upon
from time to time by the Fund, the Transfer Agent and the Custodian,
the Transfer Agent shall arrange for the exchange of Shares of a class
or series of the Fund having an exchange privilege for Shares of other
classes or series of the Fund.
6. Authorized Shares. The Fund is authorized to issue an
unlimited number of Shares, par value $.001 per Share. The Fund agrees to
notify the Transfer Agent promptly of any change in or termination of the Fund's
declaration under Rule 24f-2 of the 1940 Act.
7. Dividends and Distributions. The Fund shall furnish the Transfer
Agent with appropriate evidence of action taken by the Fund's Board of Trustees
authorizing the declaration and payment of dividends and distributions to the
Fund's Shareholders. After deducting any amount required to be withheld by any
applicable laws, rules and regulations, the Transfer Agent shall, as agent for
each Shareholder and in accordance with the provisions of the Declaration of
Trust and Prospectus, receive from the Custodian and pay such Shareholder such
dividends and/or distributions in cash or, with respect to any Shareholder who
has properly elected to have his or her dividends and/or distributions
reinvested in Shares of a portfolio, reinvest such
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dividends and/or distributions in additional full and fractional Shares. In lieu
of receiving from the Custodian and paying to Shareholders cash dividends and/or
distributions, the Transfer Agent may arrange for the direct payment of cash
dividends and distributions to Shareholders by the Custodian, in accordance with
such procedures and controls as are mutually agreed upon from time to time by
the Fund, the Transfer Agent and the Custodian.
The Transfer Agent shall prepare and file with the Internal Revenue
Service and/or other appropriate taxing authorities, and address and mail to
Shareholders or their authorized representatives, such returns and information
relating to dividends and distributions paid by the Fund as are required to be
so prepared, filed and mailed by applicable laws, rules and regulations, or such
substitute form of notice as may from time to time be permitted or required by
the Internal Revenue Service and/or other appropriate taxing authorities. On
behalf of the Fund, the Transfer Agent shall pay on a timely basis to the
appropriate federal authorities any taxes required by applicable federal tax
laws to be withheld by the Fund on dividends and distributions paid by the Fund.
8. Communications with Shareholders.
(a) Communications to Shareholders. The Transfer Agent will
address and mail all communications by the Fund to Shareholders or
their authorized representatives, including reports to Shareholders,
dividend and distribution notices and proxy materials for its meetings
of Shareholders. The Transfer Agent will receive and tabulate the proxy
cards for the meetings of Shareholders.
(b) Correspondence. The Transfer Agent will answer such
correspondence from Shareholders, securities brokers and others
relating to its duties hereunder and such other correspondence as may
from time to time be mutually agreed upon between the Transfer Agent
and the Fund.
9. Records.
(a) The Transfer Agent shall keep accounts for each
Shareholder showing the following information:
(i) name, address and United States tax
identification or Social Security number;
(ii) number and class or series of Shares held and
number of Shares for which certificates, if any, have been
issued, including certificate numbers and denominations;
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(iii) historical information regarding the account
of each Shareholder, including: (1) information relating to
dividends and distributions paid, (2) the date and price for
all transactions relating to a Shareholder's account, and (3)
information necessary to calculate, in accordance with the
Fund's registration statement, the appropriate contingent
deferred sales charge payable with respect to Retail B Shares;
(iv) any stop or restraining order placed against a
Shareholder's account;
(v) any correspondence relating to the current
maintenance of a Shareholder's account;
(vi) information with respect to withholdings
effected; and
(vii) any information required in order for the
Transfer Agent to perform any calculations contemplated or
required by this Agreement.
(b) The Transfer Agent shall keep subaccounts for each
Shareholder requesting such service in connection with Shares held by
such Shareholder for separate accounts, containing the same information
for each subaccount as required by Subparagraph (a) above.
(c) The books and records pertaining to the Fund which are in
the possession of the Transfer Agent shall be the Property of the Fund.
Such books and records shall be prepared and maintained as required by
the 1940 Act and other applicable securities laws and rules and
regulations. The Fund, or the Fund's authorized representatives, shall
have access to such books and records at all times during the Transfer
Agent's normal business hours, and such books and records shall be
surrendered to the Fund promptly upon request. Upon the reasonable
request of the Fund, copies of any such books and records shall be
provided by the Transfer Agent to the Fund or the Fund's authorized
representative at the Fund's expense.
10. Ongoing Functions. The Transfer Agent will perform the
following functions on an ongoing basis for each class or series of the Fund:
(a) furnish state-by-state registration reports to the Fund;
(b) calculate front-end sales charges payable in connection
with the purchase of Retail A Shares and
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contingent deferred sales charges payable in connection with the
redemption of Retail B Shares and provide for the payment of all such
sales charges to the Fund's distributor (subject to the applicable
limitations of the National Association of Securities Dealers, Inc. on
asset-based sales charges);
(c) calculate dealer commissions for the Fund, as applicable,
if any;
(d) provide toll-free lines for direct Shareholder use, plus
customer liaison staff with on-line inquiry capacity;
(e) mail duplicate confirmations to dealers of their clients'
activity, whether executed through the dealer or directly with the
Transfer Agent, if any;
(f) provide detail for underwriter or broker confirmations and
other participating dealer Shareholder accounting, in accordance with
such procedures as may be agreed upon from time to time by the Fund and
the Transfer Agent;
(g) provide Shareholder lists and statistical information
concerning accounts to the Fund; and
(h) provide timely notification of Fund activity, and such
other information as may be agreed upon from time to time by the
Transfer Agent and the Custodian, to the Fund or the Custodian.
11. Cooperation with Accountants. The Transfer Agent shall cooperate
with the Fund's independent certified public accountants and shall take all
reasonable action in the performance of its obligations under this Agreement to
assure that the necessary information is made available to such accountants for
the expression of their opinion as such may be required from time to time by the
Fund.
12. Confidentiality. The Transfer Agent agrees on behalf of itself and
its employees to treat confidentially and as the proprietary information of the
Fund all records and other information relative to the Fund and its prior,
present or potential Shareholders and not to use such records and information
for any purpose other than performance of its responsibilities and duties
hereunder, except after prior notification to and approval in writing by the
Fund, which approval shall not be unreasonably withheld and may not be withheld
where the Transfer Agent may be exposed to civil or criminal contempt
proceedings for failure to comply, when
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requested to divulge such information by duly constituted authorities, or when
so requested by the Fund.
13. Operational Improvements. The Transfer Agent agrees to make
the following operational improvements within sixty (60) days of the date of
this Agreement: synchronization of "master file" update; provision of additional
resources and procedures for problem resolution; and improvement of the accuracy
and reconciliation of account transaction data. The Transfer Agent agrees to
make the following operational improvements within ninety (90) days of the date
of this Agreement: development of same-day order entry processing.
14. Equipment Failures. In the event of equipment failures beyond
the Transfer Agent's control, the Transfer Agent shall, at no additional expense
to the Fund, take reasonable steps to minimize service interruptions but shall
have no liability with respect thereto. The Transfer Agent shall enter into and
shall maintain in effect with appropriate parties one or more agreements making
reasonable provision for emergency use of electronic data processing equipment
to the extent appropriate equipment is available.
15. Right to Receive Advice.
(a) Advice of Fund. If the Transfer Agent shall be in doubt as
to any action to be taken or omitted by it, it may request, and shall
receive, from the Fund directions or advice.
(b) Advice of Counsel. If the Transfer Agent shall be in doubt
as to any question of law involved in any action to be taken or omitted
by the Transfer Agent, it may request advice at its own cost from
counsel of its own choosing (who may be counsel for Fleet, Wellington
Management, the Custodian, the Distributor, a Service Organization, the
Fund or the Transfer Agent, at the option of the Transfer Agent).
(c) Conflicting Advice. In case of conflict between directions
or advice received by the Transfer Agent pursuant to subparagraph (a)
of this paragraph and advice received by the Transfer Agent pursuant to
subparagraph (b) of this paragraph, the Transfer Agent shall be
entitled to rely on and follow the advice received pursuant to the
latter provision alone.
(d) Protection of the Transfer Agent. The Transfer Agent shall
be protected in any action or inaction which it takes in reliance on
any directions or advice received pursuant to subparagraphs (a) or (b)
of this paragraph which the Transfer Agent, after receipt of any such
directions or advice, reasonably and in good faith believes to be
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consistent with such directions or advice. However, nothing in this
paragraph shall be construed as imposing upon the Transfer Agent any
obligation (i) to seek such directions or advice, or (ii) to act in
accordance with such directions or advice when received, unless, under
the terms of another provision of this Agreement, the same is a
condition to the Transfer Agent's properly taking or omitting to take
such action. Nothing in this subparagraph (d) shall excuse the Transfer
Agent when an action or omission on the part of the Transfer Agent
constitutes willful misfeasance, bad faith, negligence or reckless
disregard by the Transfer Agent of its duties under this Agreement.
16. Compliance with Governmental Rules and Regulations. The Fund
assumes full responsibility for insuring that the contents of the Prospectus
comply with all applicable requirements of the 1933 Act, the 1940 Act, the CEA
and any laws, rules and regulations of governmental authorities having
jurisdiction.
17. Compensation. As sole compensation for the services rendered by the
Transfer Agent during the term of this Agreement, the Fund will pay to the
Transfer Agent such monthly fees as the parties may agree upon from time to time
in writing, for each class or series of the Fund, subject, however, to the
performance standards set forth in Appendix I to this Agreement.
18. Indemnification. The Fund agrees to indemnify and hold the Transfer
Agent harmless from all taxes, charges, expenses, assessments, claims and
liabilities (including, without limitation, liabilities arising under the 1933
Act, the Securities Exchange Act of 1934, as amended, the 1940 Act, the CEA and
any state and foreign securities and blue sky laws, all as or as to be amended
from time to time) and expenses, including (without limitation) attorneys' fees
and disbursements, arising directly or indirectly from any action or thing which
the Transfer Agent takes or does or omits to take or do at the request or on the
direction of or in reliance on the advice of the Fund, provided that the
Transfer Agent shall not be indemnified against any liability to the Fund or to
its Shareholders (or any expenses incident to such liability) arising out of the
Transfer Agent's negligent failure to perform its duties under this Agreement.
19. Responsibility of the Transfer Agent. The Transfer Agent shall be
under no duty to take any action on behalf of the Fund except as specifically
set forth herein or as may be specifically agreed to by the Transfer Agent in
writing. In the performance of its duties hereunder, the Transfer Agent shall be
obligated to exercise care and diligence and to act in good faith and to use its
best efforts within reasonable limits to ensure the accuracy of all services
performed under this Agreement. The
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Transfer Agent shall be responsible for the negligent failure in the performance
of its duties under this Agreement, but to the extent that duties, obligations
and responsibilities are not expressly set forth in this Agreement, the Transfer
Agent shall not be liable for any act or omission which does not constitute
willful misfeasance, bad faith or negligence on its part or reckless disregard
of such duties, obligations and responsibilities. Without limiting the
generality of the foregoing or of any other provision of this Agreement, the
Transfer Agent in connection with its duties under this Agreement shall not be
under any duty or obligation to inquire into and shall not be liable for or in
respect of (a) the validity or invalidity or authority or lack thereof of any
advice, direction, notice or other instrument which conforms to the applicable
requirements of this Agreement, if any, and which the Transfer Agent reasonably
believes to be genuine, or (b) delays or errors or loss of data occurring by
reason of circumstances beyond the Transfer Agent's control, including acts of
civil or military authority, national emergencies, labor difficulties, fire,
mechanical breakdown (except as provided in paragraph 14), flood or catastrophe,
acts of God, insurrection, war, riots or failure of the mails, transportation,
communication or power supply.
20. Registration as Transfer Agent. The Transfer Agent represents that
it has and is currently registered as a transfer agent with the SEC and has
complied with the regulations of the SEC applicable to registered transfer
agents. The Transfer Agent agrees that it will continue to be registered as a
transfer agent with the appropriate federal agency for the duration of this
Agreement. Should the Transfer Agent fail to be registered with the appropriate
federal agency as a transfer agent at any time during this Agreement, the Fund
may (notwithstanding Paragraph 21 hereof), on written notice to the Transfer
Agent, immediately terminate this Agreement.
21. Duration and Termination. This Agreement shall become effective as
of June 1, 1996 and, unless sooner terminated as provided herein, shall continue
until May 31, 1997 and thereafter shall continue automatically for successive
annual periods ending on May 31 of each year. Notwithstanding the foregoing,
this Agreement may be terminated at any time without the payment of any penalty
by the Transfer Agent or the Fund on sixty (60) days' written notice.
22. Notices. All notices and other communications (collectively
referred to as a "Notice" or "Notices" in this paragraph) hereunder shall be in
writing or by confirming telegram, cable, telex or facsimile sending device.
Notices shall be addressed (a) if to the Transfer Agent, at the Transfer Agent's
address, 0000 Xxxxxxxx Xxxxx, Xxxxxxxx, Xxxxxxxxxxxxx 00000; (b) if to the Fund,
at the address of the Fund; or (c) if to neither of the foregoing, at such other
address as to which
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the sender shall have been notified by any such Notice or other communication.
If the location of the sender of a Notice and the address of the addressee
thereof are, at the time of sending, more than 100 miles apart, the Notice may
be sent by first-class mail, in which case it shall be deemed to have been given
three days after it is sent, or if sent by confirming telegram, cable, telex or
facsimile sending device, it shall be deemed to have been given immediately. If
the location of the sender of a Notice and the address of the addressee thereof
are, at the time of sending, not more than 100 miles apart, the Notice may be
sent by first-class mail, in which case it shall be deemed to have been given
two days after it is sent, or if sent by messenger, it shall be deemed to have
been given on the day it is delivered, or if sent by confirming telegram, cable,
telex or facsimile sending device, it shall be deemed to have been given
immediately. All postage, cable, telegram, telex and facsimile sending device
charges arising from the sending of a Notice hereunder shall be paid by the
sender.
23. Further Actions. Each party agrees to perform such further acts and
execute such further documents as are necessary to effectuate the purposes
hereof.
24. Amendments. This Agreement or any part hereof may be changed or
waived only by an instrument in writing signed by the party against which
enforcement of such change or waiver is sought.
25. Counterparts. This Agreement may be executed in two or more
counterparts, each of which shall be deemed an original, but all of which
together shall constitute one and the same instrument.
26. Releases. The names "The Galaxy Fund" and "Trustees of the Galaxy
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 March 31, 1986, 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 Fund. The obligations of "The
Galaxy 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 Fund personally, but bind only the Trust Property, and
all persons dealing with any class of Shares of the Fund must look solely to the
Trust Property belonging to such class for the enforcement of any claims against
the Fund. The Transfer Agent agrees to release all Shareholders, Trustees,
officers, employees and agents of the Fund from personal liability in connection
with the Trust Property or the duties, obligations and responsibilities of the
Fund under this Agreement.
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27. Miscellaneous. This Agreement embodies the entire agreement and
understanding between the parties hereto, and supersedes all prior agreements
and understandings relating to the subject matter hereof. The captions in this
Agreement are included for convenience of reference only and in no way define or
delimit any of the provisions hereof or otherwise affect their construction or
effect. This Agreement shall be deemed to be a contract made in Massachusetts
and governed by Massachusetts law. If any provision of this Agreement shall be
held or made invalid by a court decision, statute, rule or otherwise, the
remainder of this Agreement shall not be affected thereby. This Agreement shall
be binding and shall inure to the benefit of the parties hereto and their
respective successors.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed by their officers designated below as of the day and year first above
written.
[SEAL] THE GALAXY FUND
Attest: /s/ W. Xxxxx XxXxxxxx, III By: /s/ Xxxx X. X'Xxxxx
--------------------------- -------------------------
Secretary President
[SEAL] FIRST DATA INVESTOR SERVICES
GROUP, INC.
Attest: By:
--------------------------- -------------------------
Title: Title:
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APPENDIX I
TO THE
AMENDED AND RESTATED TRANSFER AGENCY AGREEMENT
BETWEEN
THE GALAXY FUND (THE "FUND")
AND
FIRST DATA INVESTOR SERVICES GROUP, INC.
(THE "TRANSFER AGENT")
PERFORMANCE STANDARDS
Pursuant to Paragraph 1 of this Agreement, the Transfer Agent
has agreed to perform the services described in this Agreement in accordance
with the performance standards set forth in this Appendix I. The parties agree
that such performance standards, which are described in the chart attached
hereto, may be revised from time to time upon mutual agreement of the parties.
Each of the performance standards will be monitored by a
Quality Assurance Team:
(a) In the event that the Transfer Agent fails to meet a
particular performance standard (except for any failure due to circumstances
beyond its control) in any particular month, the Transfer Agent agrees to take
appropriate corrective action within the following thirty (30) day period.
(b) In the event that the Transfer Agent fails to meet a
particular performance standard (except for any failure due to circumstances
beyond its control) in two (2) consecutive months, the fee payable to the
Transfer Agent hereunder for such service shall be reduced by one percent (1%)
for the second of those two months.
(c) In the event that the Transfer Agent fails to meet a
particular performance standard (except for any failure due to circumstances
beyond its control) in three (3) consecutive months, the fee payable to the
Transfer Agent hereunder for such service shall be reduced by one and one-half
percent (1.5%) for the third of those three months.
(d) In the event that the Transfer Agent fails to meet a
particular performance standard (except for any failure due to circumstances
beyond its control) for any three (3) months within a six (6)-month period, then
the Fund shall have the right to terminate this Agreement upon forty-five (45)
days' written notice to the Transfer Agent.
(e) In the event that there is no specific fee for a
particular service set forth in the written fee agreement between
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the Fund and the Transfer Agent, then any reduction in the fee payable to the
Transfer Agent as a result of a failure to meet a particular performance
standard for that service hereunder shall be taken as a reduction in the annual
per account maintenance fee.
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PERFORMANCE STANDARDS
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ITEM STANDARD
================================================================================
GENERAL PROCESSING:
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New Account Set-Up 100% processed same day
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Financial Quality Control 100% processed same day
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Non-Financial Correspondence 100% acknowledged by telephone within 24
hours of receipt; items less than 30 days old
resolved within 3 business days; items older
than 30 days resolved within 5 business days
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Maintenance Items 3 business days
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Not in good order items Call out same day
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Research received by phone 100% called with status report within 48
hours; 100% resolved within 3 business days
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Research received by mail 100% acknowledged by telephone within 24
hours of receipt; 100% resolved within 4
business days
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PHONES:
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Abandonment Rate 3% or less
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Average speed of answer 20 seconds or less
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Service level 90% of calls will be answered in 20 seconds
or less
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PRINT/MAIL:
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Monthly Statements 5 business days
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Daily Confirmations T + 2
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Checks T + 1
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Ad Hoc Projects 5 business days from receipt
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FULFILLMENT: within 24 hours
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I-3
