AMENDMENT NO. 4 TO
TRANSFER AGENCY AND SERVICES AGREEMENT
This Amendment No. 4, dated as of _____, 1998, is entered into between
THE GALAXY FUND (the "Fund"), a Massachusetts business trust, and FIRST DATA
INVESTOR SERVICES GROUP, INC. ("FDISG"), a Massachusetts corporation.
WHEREAS, the Fund and FDISG have entered into a Transfer Agency and
Services Agreement, dated as of June 1, 1997, as amended on Xxxxx 0, 0000, Xxxxx
5, 1998 and ______, 1998 (the "Transfer Agency Agreement"), pursuant to which
the Fund appointed FDISG to act as the transfer agent, dividend disbursing agent
and agent in connection with certain other activities for the Fund's portfolios;
and
WHEREAS, Section 25.1 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 the Transfer Agency Agreement is amended and
restated to read as follows:
"13.1. This Agreement shall continue in effect until May 31, 2001
(the "Initial Term")."
2. The following paragraph is added to Schedule A of the Transfer
Agency Agreement as Section 11:
"11. OTHER SERVICES.
(a) FDISG shall manage and fund the process of redesigning
and recreating the Fund's web site pursuant to the requirements of the Marketing
Department of Fleet Investment Management.
(b) FDISG shall enable its ImpressNET product and link it
to the Fund's web site and will waive all fees associated with ImpressNET's
set-up, customization and annual software and hardware maintenance.
(c) FDISG shall provide at no cost to the Fund a two-person
dedicated programming team to focus exclusively on Fund systems priorities
as identified by Fleet Investment Management."
3. The following is added to Schedule B of the Transfer Agency
Agreement:
"IMPRESSNET TRANSACTION FEES
Account inquiry $. 10/ea
Financial trades $ .50/transaction
Registration fee $ 2.50/one-time fee"
4. The following paragraph is added to the Transfer Agency Agreement
as Article 26:
"ARTICLE 26 YEAR 2000.
FDISG's services hereunder shall be rendered, and its
computer systems used in rendering such services shall operate and function,
without any Year 2000 Error. The term "Year 2000 Error" means:
(a) any failure of FDISG's systems to properly record,
store, process, calculate or present calendar dates falling on and after (and,
if applicable, spans of time including) January 1, 2000 as a result of the
occurrence or use of data consisting of such dates;
(b) any failure of FDISG's systems to calculate any
information dependent on or relating to dates on or after January 1, 2000 in the
same manner, and with the same functionality, date integrity and performance, as
such systems record, store, process, calculate and present calendar dates on or
before December 31, 1999, or information dependent on or relating to such dates;
or
(c) any loss of functionality or performance with respect
to the introduction of records or processing of data containing dates falling on
or after January 1, 2000."
5. 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.
-2-
IN WITNESS WHEREOF, the undersigned have executed this Amendment No. 4
as of the day and year first above written.
THE GALAXY FUND
By:
-------------------------
Name:
Title:
FIRST DATA INVESTOR SERVICES
GROUP, INC.
By:
-------------------------
Name:
Title:
-3-
