AMENDMENT NO. 1 TO TRANSFER AGENCY AND SERVICES AGREEMENT
Amendment No. 1 dated as of ____________, 2003 (the "Amendment") to
the Transfer Agency and Services Agreement dated as of January 1, 2003 (the
"Agreement"), between THE GALAXY FUND (the "Fund"), a Massachusetts business
trust, and PFPC INC. ("PFPC"), a Massachusetts corporation
BACKGROUND
A. Pursuant to Section 302 of the Xxxxxxxx-Xxxxx Act of 2002
("Sarbox"), the Securities and Exchange Commission ("SEC") has issued
regulations requiring the Fund to include in certain of its regulatory filings
certain certifications by the Fund's principal executive officer and principal
financial officer.
B. PFPC acts as the transfer agent for the Fund pursuant to the
Agreement, and in such capacity PFPC may from time to time provide certain
information to the Fund in connection with a regulatory filing by the Fund
referenced in paragraph A above.
C. The Fund desires that PFPC provide certain assistance with respect
to certain regulatory filings by the Fund referenced in paragraph A above, and
PFPC is willing to provide certain assistance subject to and in accordance with
the terms of this Amendment.
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. SUBCERTIFICATIONS. If the principal executive officer and principal
financial officer of the Fund are required to provide a certification as part of
the Fund's Form N-SAR or Form N-CSR filing pursuant to regulations promulgated
by the SEC under Section 302 of Sarbox, PFPC will provide (to such person or
entity as agreed between the Fund and PFPC) a subcertification in support of
certain matters set forth in the aforementioned certification, such
subcertification to be in such form and relating to such matters as agreed
between the Fund and PFPC from time to time. PFPC shall be required to provide
the subcertification only if it receives such cooperation as it may request to
perform its investigations with respect to the subcertification. For clarity,
the subcertification is not itself a certification under Sarbox or under any
other regulatory requirement. Subject to the limitations and qualifications set
forth in the subcertification, PFPC agrees that the enumerated representations
set forth in the subcertification will be materially true and complete when
given.
2. PARTIAL PERIOD. In the event the Agreement terminates during a
particular fiscal year, PFPC will provide the subcertification referenced in
paragraph 1 above with respect to that portion of the fiscal year during which
PFPC provided services to the Fund pursuant to the Agreement. With respect to
providing a subcertification with respect to a portion of a fiscal
year pursuant to this paragraph 2, PFPC shall be entitled to the same
protections, limits of liability and indemnifications as are set forth in the
Agreement at the time of termination of the Agreement, notwithstanding the
termination of the Agreement.
3. CONTINUING VALIDITY. The provisions of the Agreement shall remain
in full force and effect as modified hereby.
4. The names "The Galaxy Fund" and "Trustees of The Galaxy Fund" refer
respectively to the Trust created and the Trustees, as trustees but not
individually or personally, acting from time to time under a Declaration of
Trust dated March 31, 1986 which is hereby referred to and a copy of which is on
file at the office of State Secretary of the Commonwealth of Massachusetts and
the principal office of the Fund. The obligations of "The Galaxy Fund" entered
into in the name or on behalf thereof by any of the Trustees, shareholders, or
representatives of the Fund are made not individually, but in such capacities,
and are not binding upon any of the Trustees, shareholders, or representatives
of the Fund personally, but bind only the Trust property, and all persons
dealing with any class of shares of the Fund must look solely to the property of
the Fund belonging to such class for the enforcement of any claims against the
Fund.
IN WITNESS WHEREOF, the parties hereto have caused this Amendment to
be executed by their duly authorized officers designated below as of the day and
year first above written.
THE GALAXY FUND
By:
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Name:
Title:
PFPC INC.
By:
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Name:
Title:
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