AMENDMENT NO. 1 TO PRICING AND BOOKKEEPING AGREEMENT
Amendment No. 1 dated as of ____________, 2003 (the "Amendment") to
the Pricing and Bookkeeping Agreement dated as of July 22, 2002 (the
"Agreement"), between THE GALAXY FUND and THE GALAXY VIP FUND (each a "Trust"),
each a Massachusetts business trust, and COLONIAL MANAGEMENT ASSOCIATES, INC.
("CMA"), a Massachusetts corporation.
BACKGROUND
1. Section 302 of the Xxxxxxxx-Xxxxx Act of 2002 ("Sarbox") requires
the Securities and Exchange Commission ("SEC") to issue regulations requiring
that each company filing periodic reports under Section 13(a) or 15(d) of the
Securities Exchange Act of 1934, as amended (the "1934 Act"), include in such
filings certain certifications by the principal executive officer and principal
financial officer (or persons performing similar functions) of such company. The
SEC has issued and proposed various rule and form amendments to implement
Section 302 of Sarbox as it relates to registered management investment
companies such as the Trust, including amendments to Form N-SAR and Form N-CSR.
In addition, Section 906 of Sarbox requires that each periodic report containing
financial statements filed by an issuer with the SEC pursuant to Section 13(a)
or 15(d) of the 1934 Act be accompanied by a written statement by the chief
executive officer and chief financial officer (or the equivalent thereof) of the
issuer certifying that the periodic report containing the financial statements
fully complies with the requirements of Section 13(a) or 15(d) of the 1934 Act
and that information contained in the periodic report fairly presents, in all
material respects, the financial condition and results of operations of the
issuer.
2. CMA acts as the agent of the Trust to perform certain pricing and
bookkeeping services pursuant to the Agreement, and in such capacity CMA may
from time to time provide certain information that is necessary to complete a
report or other filing that is required to be certified by certain of the
Trust's officers (the "Certifying Officers") pursuant to Sarbox and regulations
issued and in effect from time to time under Sarbox (each such report or other
filing, a "Certified Report").
3. Accordingly, the Trust desires that CMA agree that any information
that CMA provides that is necessary to complete a Certified Report will be true
and complete when given and that any subcertifications it provides to the Trust
and/or the Certifying Officers in connection with the information that CMA
provides for each Certified Report will be true and complete when given, and CMA
agrees to such obligation and representation.
AGREEMENT
NOW, THEREFORE, in consideration of the promises and mutual covenants
herein contained, the parties hereto, intending to be legally bound, hereby
amend the Agreement, pursuant to the terms thereof, as follows:
1. OBLIGATION/REPRESENTATIONS/SUBCERTIFICATIONS. CMA agrees that any
information that CMA provides that is necessary to complete a Certified Report
will be true and complete when given. CMA further agrees that any written
representation or certification it provides to the Trust and/or the officers of
the Trust in support of a certification by them to the SEC pursuant to Sarbox
and/or any rules or regulations issued from time to time thereunder will be true
and complete when given. This covenant shall survive the termination of the
Agreement.
2. CONTINUING VALIDITY. The provisions of the Agreement shall remain
in full force and effect as modified hereby.
3. A copy of the Declaration of Trust of the Trust is on file with the
Secretary of the Commonwealth of Massachusetts, and notice is hereby given that
this instrument is executed on behalf of the Trustees of the Trust as Trustees
and not individually and that the obligations of or arising out of the
instrument are not binding upon any of the Trustees or officers or shareholders
individually but binding only upon the assets and property of the Trust.
IN WITNESS WHEREOF, the parties hereto have caused this Amendment to
be executed by their duly authorized officers designated below on the day and
year first above written.
THE GALAXY FUND
THE GALAXY VIP FUND
By:
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Name: Xxxx X. Xxxxxx
Title: Vice President
COLONIAL MANAGEMENT ASSOCIATES, INC.
By:
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Name:
Title:
