Exhibit (5)(d)
ADDENDUM NO. 3 TO ADVISORY AGREEMENT
This Addendum No. 3, dated as of the ____ day of __________, 1998, is
entered into between THE GALAXY 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 May 19, 1994, which was extended to additional investment
portfolios of Galaxy by Addendum No. 1 dated as of December 1, 1995 and Addendum
No. 2 dated as of March 3, 1998 (the "Advisory Agreement"), pursuant to which
Galaxy appointed the Adviser to act as investment adviser to Galaxy for its
Money Market Fund, Government Fund, Tax-Exempt Fund, U.S. Treasury Fund,
Institutional Government Money Market Fund, Short-Term Bond Fund, Intermediate
Government Income Fund, High Quality Bond Fund, Corporate Bond Fund, Tax-Exempt
Bond Fund, New York Municipal Bond Fund, Connecticut Municipal Bond Fund,
Massachusetts Municipal Bond Fund, Rhode Island Municipal Bond Fund, Equity
Value Fund, Equity Growth Fund, Equity Income Fund, International Equity Fund,
Small Company Equity Fund, Asset Allocation Fund, Growth and Income Fund,
Connecticut Municipal Money Market Fund, Massachusetts Municipal Money Market
Fund, Small Cap Value Fund, New Jersey Municipal Bond Fund, MidCap Equity Fund
and Strategic Equity Fund (each a "Fund");
WHEREAS, Galaxy has notified the Adviser that it has established three
new portfolios, namely the Prime Reserves, Government Reserves and Tax-Exempt
Reserves and that it desires to retain the Adviser to act as the investment
adviser therefor, and the Adviser has notified Galaxy that it is willing to
serve as investment adviser for the Prime Reserves, Government Reserves and
Tax-Exempt Reserves;
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 Prime Reserves, Government Reserves and
Tax-Exempt Reserves 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 Prime Reserves,
Government Reserves and Tax-Exempt Reserves, 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 Prime Reserves, Government Reserves and
Tax-Exempt Reserves considered separately
on a per-Fund basis, at the annual rate of .40% of the first $750,000,000 of net
assets of each of the Prime Reserves, Government Reserves and Tax-Exempt
Reserves plus .35% of net assets of each such Fund in excess of $750,000,000.
3. CAPITALIZED TERMS. From and after the date hereof, the term
"Fund" as used in the Advisory Agreement shall be deemed to include the Prime
Reserves, Government Reserves and Tax-Exempt Reserves. 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 FUND
By:
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Title: President
FLEET INVESTMENT ADVISORS INC.
By:
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Title:
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