EXHIBIT (h)(7)
AMENDMENT NO. 6 TO ADMINISTRATION AGREEMENT
This Amendment No. 6, dated as of ______, 2001, is entered into between
PFPC Inc., a Massachusetts corporation ("PFPC")(formerly, known as First Data
Investor Services Group, Inc. and THE GALAXY VIP FUND, a Massachusetts business
trust (the "Company").
WHEREAS, PFPC and the Company have entered into an Administration
Agreement, dated as of June 1, 1997, as subsequently amended (as so amended, the
"Administration Agreement"), pursuant to which the Company appointed PFPC to act
as Administrator for the Company's portfolios (the "Funds"); and
WHEREAS, Section 9 of the Administration Agreement provides that no
change, termination, modification, or waiver of any term or condition of the
Administration 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 8(a) of the Administration Agreement is amended and
restated in its entirety to read as follows:
"(a) This Agreement shall continue in effect with respect to
each Fund until May 31, 2004 (the "Initial Term"), unless earlier
terminated pursuant to the terms of this Agreement. Thereafter, this
Agreement shall continue with respect to each Fund for additional terms
of one (1) year ("Renewal Terms") each, provided such continuance is
specifically reviewed and approved at least annually (i) by the vote of
a majority of the Company's Board of Trustees or by the vote of a
majority of the outstanding voting securities of such Fund and (ii) by
a majority of the Company's Trustees who are not parties to the
Agreement or interested persons (as defined in the 0000 Xxx) of any
party to the Agreement."
2. The following section is hereby added to the Fee Schedule on
Schedule B of the Administration Agreement:
"FEE WAIVERS FOR FUNDS
PFPC shall waive all fund accounting, administration and
custody fees for a period of three months from the
commencement of operations of any new Fund which is
established, provided that no fee shall be waived for any
"shell" Fund created pursuant to a merger or acquisition."
3. Except to the extent amended hereby, the Administration
Agreement shall remain unchanged and in full force and effect and is hereby
ratified and confirmed in all respects as amended hereby.
IN WITNESS WHEREOF, the undersigned have executed this
Amendment No. 6 as of the day and year first above written.
PFPC INC.
By:
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Name:
Title:
THE GALAXY VIP FUND
By:
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Name: Xxxx X. X'Xxxxx
Title: President
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