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EXHIBIT 9(a)
AMENDED AND RESTATED
ADMINISTRATION AGREEMENT
THIS AGREEMENT is made as of this 1st day of June, 1996 between
THE GALAXY VIP FUND, a Massachusetts business trust ("Galaxy VIP") and First
Data Investor Services Group, Inc., a Massachusetts corporation ("FDISG").
W I T N E S S E T H
WHEREAS, Galaxy VIP is registered as an open-end, diversified
management company under the Investment Company Act of 1940, as amended (the
"1940 Act"); and
WHEREAS, Galaxy VIP desires to employ the capital held in the
following of its investment portfolios, Money Market Fund, Equity Fund, Asset
Allocation Fund and High Quality Bond Fund (individually a "Fund" and
collectively the "Funds"), by investing and reinvesting the same in investments
of the type and in accordance with the limitations specified in its Declaration
of Trust and in its Prospectus with respect to each Fund as from time to time
in effect; and
WHEREAS, Galaxy VIP has submitted or will submit to FDISG copies
of Galaxy VIP's Declaration of Trust and the Prospectus for each Fund and
resolutions of Galaxy VIP's Board of Trustees with respect to each Fund; and
WHEREAS, FDISG currently serves as administrator for the Funds
pursuant to an Administration Agreement dated as of March 31, 1995 by and
between Galaxy VIP and FDISG (the "Existing Agreement"); and
WHEREAS, the parties hereto wish to amend and restate the
Existing Agreement in its entirety in order to reflect certain changes to the
terms thereof;
NOW THEREFORE, in consideration of the premises and mutual
covenants set forth herein and intending to be legally bound hereby the parties
hereto agree as follows:
1. Services as Administrator.
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FDISG hereby accepts its appointment as administrator for the
Funds, and agrees to provide services hereunder subject to the direction and
control of Galaxy VIP's Board of Trustees.
With respect to each Fund, FDISG agrees to: compute the net
asset value of Galaxy VIP's Funds and the net income available for dividends in
accordance with Galaxy VIP's current Prospectus, the Statement of Additional
Information and the
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resolutions of the Board of Trustees; furnish statistical and research data,
clerical, accounting and bookkeeping services, and stationery and office
supplies; provide internal auditing and legal services and internal executive
and administrative services; prepare those portions of Galaxy VIP's semi-annual
reports to the Securities and Exchange Commission on Form N-SAR that pertain to
each Fund, and coordinate and file such reports; compile data for and prepare
for execution by Galaxy VIP those portions of Galaxy VIP's Federal and state
tax returns and required tax filings that pertain to each Fund and to file such
returns and filings when completed (other than those filings required to be
made by Galaxy VIP's custodian and transfer agent); prepare compliance filings
pursuant to state securities laws with the advice of Galaxy VIP's counsel;
prepare those portions of Galaxy VIP's Annual and Semi-Annual Reports to
shareholders that pertain to each Fund, and coordinate and file such reports;
compile data for, prepare, and file timely notices to the Securities and
Exchange Commission required with respect to the registration of each Fund's
shares pursuant to Rule 24f-2 under the 1940 Act; arrange for and bear the cost
of processing purchase and redemption orders with respect to each Fund's
shares; keep and maintain the Funds' financial accounts and records; and
generally assist in all aspects of the Funds' operations.
FDISG also agrees to maintain office facilities for Galaxy VIP
(which may be at the offices of FDISG or a corporate affiliate and which shall
be in such location as Galaxy VIP may reasonably determine) and to supervise
all administrative aspects of the Funds' operations except those performed by
the Funds' investment adviser under its Advisory Agreement.
In compliance with the requirements of Rule 31a-3 under the 1940
Act, FDISG hereby agrees that all records which it maintains for Galaxy VIP are
the property of Galaxy VIP, and further agrees to surrender promptly to Galaxy
VIP any of such records upon Galaxy VIP's request. FDISG further agrees to
preserve for the periods prescribed by Rule 31a-2 under the 1940 Act the
records required to be maintained by Rule 31a-1 under the 1940 Act.
In computing the net asset value of each Fund, FDISG may utilize
one or more independent pricing services approved from time to time by the
Board of Trustees of Galaxy VIP to obtain securities prices. Each Fund will
pay its share of the cost of such services based upon its actual use of the
services.
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2. Fees; Expenses; Expense Reimbursement.
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In consideration of services provided and expenses assumed with
respect to the Funds, Galaxy VIP will pay FDISG a monthly fee as agreed to by
Galaxy and FDISG from time to time.
FDISG will from time to time employ or associate with itself such
person or persons as FDISG may believe to be particularly fitted to assist it
in the performance of this Agreement. Such person or persons may be officers
and employees who are employed by both FDISG and Galaxy VIP. The compensation
of such person or persons shall be paid by FDISG and no obligation will be
incurred on behalf of Galaxy VIP in such respect.
FDISG will bear all expenses in connection with the performance
of its services under this Agreement. Other expenses to be incurred in the
operation of the Funds including taxes, interest, brokerage fees and
commissions, if any, fees of trustees who are not officers, directors,
stockholders or employees of FDISG, or of the Funds' investment adviser or
distributor, Securities and Exchange Commission fees and state Blue Sky
qualification fees, advisory and administration fees, charges of custodians,
transfer and dividend disbursing agents' fees, certain insurance premiums,
outside auditing and legal expenses, costs of maintenance of corporate
existence, typesetting and printing of prospectuses for regulatory purposes and
for distribution to current shareholders of the Funds, costs of shareholders'
reports and corporate meetings and any extraordinary expenses will be borne by
the Funds, provided, however, that the Funds will not bear, directly or
indirectly, the cost of any activity which is primarily intended to result in
the distribution of Fund shares.
If in any fiscal year the aggregate expenses of a Fund (as
defined under the securities regulations of any state having jurisdiction over
such Fund) exceed the expense limitation of any such state, FDISG will
reimburse such Fund for .20% of such excess expense. The expense reimbursement
obligation of FDISG is limited to the amount of its fees hereunder for such
fiscal year, provided, however, that notwithstanding the foregoing, FDISG shall
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reimburse a Fund for such excess expense regardless of the amount of fees paid
to it during such fiscal year to the extent that the securities regulations of
any state having jurisdiction over the Fund so require. Such expense
reimbursement, if any, will be estimated, reconciled, and paid on a monthly
basis.
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3. Proprietary and Confidential Information.
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FDISG agrees on behalf of itself and its employees to treat
confidentially and as proprietary information of Galaxy VIP all records and
other information relative to Galaxy VIP and prior, present or potential
shareholders, and not to use such records and information for any purpose other
than performance of its responsibilities and duties hereunder, except after
prior notification to and approval in writing by Galaxy VIP, which approval
shall not be unreasonably withheld and may not be withheld and will be deemed
granted where FDISG may be exposed to civil or criminal contempt proceedings
for failure to comply, when requested to divulge such information by duly
constituted authorities, or when so requested by Galaxy VIP.
4. Limitation of Liability.
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FDISG shall not be liable for any error of judgment or mistake of
law or for any loss suffered by Galaxy VIP in connection with the matters to
which this Agreement relates, except for a loss resulting from willful
misfeasance, bad faith or negligence on the part of FDISG in the performance of
its duties or from reckless disregard by it of its obligations and duties under
this Agreement. Any person, even though also an officer, partner, employee or
agent of FDISG, who may be or become an officer, trustee, employee or agent of
Galaxy VIP, shall be deemed, when rendering services to Galaxy VIP or acting on
any business of Galaxy VIP (other than services or business in connection with
FDISG's duties as administrator hereunder), to be rendering such services to or
acting solely for Galaxy VIP and not as an officer, partner, employee, or agent
or one under the control or direction of FDISG even though paid by FDISG.
5. Term.
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This Agreement shall become effective as of June 1, 1996 and,
unless sooner terminated as provided herein, shall continue until May 31, 1997
and thereafter shall continue automatically with respect to each Fund for
successive annual periods ending on May 31 of each year, provided, such
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continuance is specifically approved at least annually (a) by the vote of a
majority of those members of Galaxy VIP's Board of Trustees who are not
interested persons of any party to this Agreement, cast in person at a meeting
called for the purpose of voting on such approval, and (b) by Galaxy VIP's
Board of Trustees or by the vote of a majority of the outstanding voting
securities of the affected Fund. Notwithstanding the foregoing, this Agreement
may be terminated as to any Fund at any time without the payment of any
penalty, by Galaxy VIP by the vote of Galaxy's VIP's Board of Trustees, or by
the vote of a majority of the outstanding voting securities of the Fund, or by
FDISG, on sixty days' written notice. (As used in this Agreement, the terms
"majority of the
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outstanding voting securities" and "interested person" shall have the same
meaning as such terms in the 1940 Act.) This Agreement shall be governed by
the laws of the Commonwealth of Massachusetts.
6. Names.
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The names "The Galaxy VIP Fund" and "Trustees of The Galaxy VIP
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 May 27, 1992 which is hereby referred to and a copy of which is on
file at the office of the State Secretary of the Commonwealth of Massachusetts
and at the principal office of Galaxy VIP. The obligations of "The Galaxy VIP
Fund" entered into in the name or on behalf thereof by any of the Trustees,
representatives or agents are made not individually, but in such capacities,
and are not binding upon any of the Trustees, shareholders, or representatives
of Galaxy VIP personally, but bind only the Trust Property, and all persons
dealing with any class of shares of Galaxy VIP must look solely to the Trust
Property belonging to such class for the enforcement of any claims against
Galaxy VIP.
7. Counterparts.
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This Agreement may be executed in two or more counterparts, each
of which shall be deemed an original, but all of which together shall
constitute one and the same instrument.
IN WITNESS WHEREOF, the parties hereto have caused this
instrument to be executed by their officers designated below as of the date and
year first above written.
THE GALAXY VIP FUND
Attest:/s/W. Xxxxx XxXxxxxx, III By:/s/Xxxx X. X'Xxxxx
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Secretary President
FIRST DATA INVESTOR SERVICES
GROUP, INC.
Attest: By:
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Title: Title:
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