ADDENDUM NO. 4 TO ADVISORY AGREEMENT
This Addendum No. 4, dated as of the ____ day of _________, 2000, is
entered into between THE GALAXY 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 May 19, 1994, which was extended to additional investment
portfolios of Galaxy by Addendum No. 1 dated as of December 1, 1995, Addendum
No. 2 dated as of March 3, 1998 and Addendum No. 3 dated as of September 18,
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, Strategic Equity Fund, Prime Reserves,
Government Reserves and Tax-Exempt Reserves (each a "Fund");
WHEREAS, Galaxy has notified the Adviser that it has established a new
portfolio, namely the New York Municipal Money Market Fund, 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
New York Municipal Money Market 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 New York Municipal Money Market 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 New York Municipal Money
Market Fund, Galaxy will pay the Adviser and the Adviser will accept as full
compensation therefor fees, computed daily and paid monthly, at the annual rate
of .40% of the first $750,000,000 of net assets of the New York Municipal Money
Market Fund plus .35% of the net assets of 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 New York
Municipal Money Market 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 FUND
By:
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Name: Xxxx X. X'Xxxxx
Title: President
FLEET INVESTMENT ADVISORS INC.
By:
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Name: Xxxxxx X. X'Xxxxx
Title: President
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