Exhibit (d) (3)
THE GALAXY VIP FUND
ADDENDUM NO. 2 TO ADVISORY AGREEMENT
This Addendum No. 2, dated as of the ____ day of ________,
2000, is entered into between THE GALAXY VIP FUND, a Massachusetts business
trust, located in Westborough, 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, as previously amended (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,
High Quality Bond Fund, Growth and Income Fund and Small Company Growth Fund
(each a "Fund");
WHEREAS, Galaxy has notified the Adviser that it has
established a Large Company Index Fund and Small Company Index 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 Large Company Index Fund and Small
Company Index 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 Large
Company Index Fund and Small Company Index 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 Large Company Index Fund and Small
Company Index Fund considered separately on a per-Fund basis at the annual rate
of 0.25% of the net assets of each of the Large Company Index Fund and Small
Company Index 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
Large Company Index Fund and Small Company Index Fund. Capitalized terms used
herein and not otherwise defined shall have the meanings ascribed to them in the
Advisory Agreement.
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:
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Name: Xxxx X. X'Xxxxx
Title: President
FLEET INVESTMENT ADVISORS INC.
By:
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Name:
Title:
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