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EXHIBIT (5)(c)
ADDENDUM NO. 2 TO ADVISORY AGREEMENT
This Addendum No. 2, 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 (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, (formerly known as the Institutional Treasury 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 and Small Cap Value Fund (each
a "Fund");
WHEREAS, Galaxy has notified the Adviser that it has established three
new portfolios, namely the New Jersey Municipal Bond Fund, MidCap Equity Fund
and Special Equity 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 Jersey Municipal Bond Fund,
MidCap Equity Fund and Special Equity 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 Jersey Municipal Bond Fund, MidCap
Equity Fund and Special Equity 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 Jersey Municipal Bond
Fund, MidCap Equity Fund and Special Equity Fund, 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 New Jersey Municipal Bond Fund,
Mid Cap Equity Fund and Special Equity Fund considered separately on a per-Fund
basis, at the annual rate of
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.75% of the net assets of each of the New Jersey Municipal Bond Fund, MidCap
Equity Fund and Special Equity Fund.
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 Jersey
Municipal Bond Fund, MidCap Equity Fund and Special Equity 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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Title: President
FLEET INVESTMENT ADVISORS INC.
By:
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Title:
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