1
Exhibit (5)(b)
THE GALAXY VIP FUND
ADDENDUM NO. 1 TO ADVISORY AGREEMENT
This Addendum No. 1, dated as of the ___ day of ____________, 1998,
is entered into between THE GALAXY VIP FUND, a Massachusetts business trust,
located in Westboro, 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 September 30, 1992 (the "Advisory Agreement"), pursuant to
which Galaxy appointed the Adviser to act as investment adviser to Galaxy for
its Money Market Fund, Equity Fund, Asset Allocation Fund and High Quality Bond
Fund (each a "Fund");
WHEREAS, Galaxy has notified the Adviser that it has established a
Growth and Income Fund and Small Company Growth Fund;
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 Growth and Income Fund and Small Company
Growth Fund 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 Growth and Income Fund
and Small Company Growth Fund, 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 Growth and Income Fund and Small Company Growth
Fund considered separately on a per-Fund basis at the annual rates of .75% of
the net assets of each of the Growth and Income Fund and Small Company 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 Growth
and Income Fund and Small Company Growth Fund. Capitalized terms used herein and
not otherwise defined shall have the meanings ascribed to them in the Advisory
Agreement.
2
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 VIP FUND
By:_______________________________________
Title:____________________________________
FLEET INVESTMENT ADVISORS INC.
By:_______________________________________
Title:____________________________________
-2-
