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Exhibit (6)(a)
DISTRIBUTION AGREEMENT
THIS AGREEMENT is made as of this 1st day of June, 1997 (the
"Agreement") by and between The Galaxy VIP Fund (the "Company"), a
Massachusetts business trust, and First Data Distributors, Inc. (the
"Distributor"), a Massachusetts corporation.
WHEREAS, the Company is registered as an open-end management
investment company under the Investment Company Act of 1940, as amended (the
"1940 Act"), and is currently offering units of beneficial interest (such units
of all classes and series are hereinafter called the "Shares"), representing
interests in investment portfolios of the Company identified on Schedule A
hereto (the "Funds") which are registered with the Securities and Exchange
Commission (the "SEC") pursuant to the Company's Registration Statement on Form
N-1A (the "Registration Statement"); and
WHEREAS, the Company desires to retain the Distributor as distributor
for the Funds to provide for the sale and distribution of the Shares of the
Funds identified on Schedule A and for such additional classes or series as the
Company may issue, and the Distributor is prepared to provide such services
commencing on the date first written above.
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. SERVICE AS DISTRIBUTOR
1.1 The Distributor will act as the Company's disclosed agent for the
distribution of the Shares covered by the Registration Statement
then in effect under the Securities Act of 1933, as amended (the
"1933 Act"). The Distributor will have no liability for payment
for the purchase of Shares sold pursuant to this Agreement or with
respect to redemptions or repurchases of Shares.
1.2 The Distributor agrees to use efforts deemed appropriate by the
Distributor to solicit orders for the sale of the Shares and will
undertake such advertising and promotion as it believes reasonable
in connection with such solicitation. The Distributor shall, at
its own expense, finance appropriate activities which it deems
reasonable which are primarily intended to result in the sale of
Shares, including, but not limited to, advertising, compensation of
underwriters, dealers and sales personnel, the printing and mailing
of Prospectuses to other than
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current shareholders, and the printing and mailing of sales
literature.
1.3 The Company understands that the Distributor is now, and may in the
future be, the distributor of the shares of several investment
companies or series (collectively, the "Investment Entities"),
including Investment Entities having investment objectives similar
to those of the Funds. The Company further understands that
investors and potential investors in the Funds may invest in shares
of such other Investment Entities. The Company agrees that the
Distributor's duties to such Investment Entities shall not be
deemed in conflict with its duties to the Company under this
Section 1.3.
1.4 The Distributor agrees to provide one or more persons, during
normal business hours, to respond to telephone questions with
respect to the Funds.
1.5 The Distributor may enter into selling agreements with selected
dealers or other institutions with respect to the offering of
Shares to the public. Each selling agreement will provide that (a)
all payments for purchases of Shares will be sent directly from the
dealer or such other institution to the Funds' transfer agent and
(b) if payment is not made with respect to purchases of Shares at
the customary or required time for settlement of the transaction,
the Distributor will have the right to cancel the sale of Shares
ordered by the dealer or such other institution, in which case the
dealer or such other institution will be responsible for any loss
suffered by any Fund or the Distributor resulting from such
cancellation. The Distributor may also act as disclosed agent for
a Fund and sell Shares of that Fund to individual investors, such
transactions to be specifically approved by an officer of the
Company.
1.6 The Distributor will send a confirmation to each purchaser of
Shares under this Agreement. Such confirmations will comply with
all applicable Federal and state laws and rules and regulations of
authorized regulatory bodies and will clearly state that the
Distributor is acting as agent in the transaction and that all
remittances, registration instructions and certifications for
redemption should be sent directly to the Funds' transfer agent.
Such confirmations will also set forth the mailing address and
delivery address of the Fund.
1.7 The Distributor shall not utilize any materials in connection with
the sale or offering of Shares except the Company's then current
Prospectuses and Statements of
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Additional Information and such other materials as the Company
shall provide or approve.
1.8 All activities by the Distributor and its agents and employees, as
distributor of the Shares, shall comply with all applicable laws,
rules and regulations, including, without limitation, all rules and
regulations made or adopted pursuant to the 1940 Act by the SEC or
the National Association of Securities Dealers.
1.9 The Distributor will transmit any orders received by it for
purchase or redemption of the Shares to the Company and its
custodian.
1.10 Whenever in their Judgment such action is warranted by unusual
market, economic or political conditions or abnormal circumstances
of any kind, officers of the Company may decline to accept any
orders for, or make any sales of, the Shares until such time as
those officers deem it advisable to accept such orders and to make
such sales, and the Company shall notify the Distributor promptly
of any such determination,
1.11 The Company agrees to pay all costs and expenses in connection with
the registration of Shares under the 1933 Act and all expenses in
connection with maintaining facilities for the issue and transfer
of Shares and for supplying information, prices and other data to
be furnished by the Company hereunder, and all expenses in
connection with the preparation and printing of the Company's
Prospectuses and Statements of Additional Information for
regulatory purposes and for distribution to existing shareholders.
1.12 The Company agrees at its own expense to execute any and all
documents and to furnish any and all information and otherwise to
take all actions that may be reasonably necessary in connection
with the qualification of the Shares for sale in such states as the
Distributor may designate. The Company shall notify the
Distributor in writing of the states in which the Shares are to be
sold and shall notify the Distributor in writing of any changes to
the information contained in the previous notification.
1.13 The Company shall furnish from time to time, for use in connection
with the sale of the Shares, such information with respect to the
Company and the Shares as the Distributor may reasonably request;
and the Company warrants that the statements contained in any such
information shall fairly show or represent what they purport to
show or represent. The Company shall also furnish the Distributor
upon request with: (a) audited
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annual statements and unaudited semi-annual statements of the Funds'
books and accounts prepared by the Company, (b) quarterly earnings
statements of the Funds prepared by the Company, (c) a monthly
itemized list of the securities in the Funds, (d) monthly balance
sheets as soon as practicable after the end of each month, and (e)
from time to time such additional information regarding the Funds'
financial condition as the Distributor may reasonably request.
1.14 The Company represents to the Distributor that all Registration
Statements and Prospectuses filed by the Company with the SEC under
the 1933 Act with respect to the Shares have been prepared in
conformity with the requirements of the 1933 Act and the rules and
regulations of the SEC thereunder. As used in this Agreement, the
terms "Registration Statement" and "Prospectus" shall mean any
Registration Statement and any Prospectus (including any Statement
of Additional Information incorporated therein by reference)
relating to the Company filed with the SEC and any amendments or
supplements thereto at any time filed with the SEC. The Company
represents and warrants to the Distributor that any Registration
Statement and Prospectus, when such Registration Statement becomes
effective, will contain statements required to be stated therein in
conformity with the 1933 Act and the rules and regulations of the
SEC; that all statements of fact contained in any such Registration
Statement and Prospectus will be true and correct when such
Registration Statement becomes effective; and that no Registration
Statement or Prospectus when such Registration Statement becomes
effective will include an untrue statement of a material fact or
omit to state a material fact required to be stated therein or
necessary to make the statements therein not misleading to a
purchaser of the Shares. The Distributor may but shall not be
obligated to propose from time to time such amendment or amendments
to any Registration Statement and such supplement or supplements to
any Prospectus as, in the light of future developments, may, in the
opinion of the Distributor's counsel, be necessary or advisable. The
Distributor shall promptly notify the Company of any advice given to
it by its counsel regarding the necessity or advisability of
amending or supplementing such Registration Statement or Prospectus.
If the Company shall not propose such amendment or amendments and/or
supplement or supplements within fifteen days after receipt by the
Company of a written request from the Distributor to do so, the
Distributor may, at its option, terminate this Agreement. The
Company shall not file any amendment to any Registration Statement
or supplement to any Prospectus without giving the Distributor
reasonable notice thereof in advance, provided, however, that
nothing
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contained in this Agreement shall in any way limit the Company's
right to file at any time such amendments to any Registration
Statement and/or supplements to any Prospectus, of whatever
character, as the Company may deem advisable, such right being in
all respects absolute and unconditional.
1.15 The Company authorizes the Distributor (and dealers pursuant to any
agreements described in Section 1.5 above) to use any Prospectus in
the form furnished by the Company from time to time in connection
with the sale of the Shares. The Company agrees to indemnify,
defend and hold the Distributor, its several officers and directors,
and any person who controls the Distributor within the meaning of
Section 15 of the 1933 Act, free and harmless from and against any
and all claims, demands, liabilities and expenses (including the
cost of investigating or defending such claims, demands or
liabilities and any reasonable counsel fees incurred in connection
therewith) which the Distributor, its officers and directors, or any
such controlling person, may incur under the 1933 Act, or under
common law or otherwise, arising out of or based upon any untrue
statement, or alleged untrue statement of a material fact contained
in any Registration Statement or any Prospectus or arising out of or
based upon any omission, or alleged omission, to state a material
fact required to be stated in any Registration Statement or any
Prospectus or necessary to make the statements in either thereof not
misleading; provided, however, that the Company's agreement to
indemnify the Distributor, its officers or directors, and any such
controlling person, shall not be deemed to cover any claims, demand,
liabilities or expenses arising out of any representations or
statements contained in any Registration Statement or in any
Prospectus that were furnished in writing to the Company or its
counsel by the Distributor expressly for use in the answers to the
Registration Statement or in the corresponding statements made in
the Prospectus, or arising out or based upon any omission or alleged
omission to state a material fact in connection with such
information furnished in writing by the Distributor to the Company
or its counsel and required to be stated in such answers or
necessary to make such answers not misleading; and further provided
that the Company's agreement to indemnify the Distributor and the
Company's representations and warranties hereinbefore set forth in
Section 1.14 shall not be deemed to cover any liability to the
Company or its shareholders to which the Distributor would otherwise
be subject by reason of willful misfeasance, bad faith or negligence
in the performance of its duties, or by reason of the Distributor's
reckless disregard of its duties and obligations under this
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Agreement. The Company's indemnification agreement contained in
this Section 1.15 and the Company's representations and warranties
in this Agreement shall remain operative and in full force and
effect regardless of any investigation made by or on behalf of the
Distributor, its officers and directors, or any controlling person,
and shall survive delivery of any Shares. The Company agrees
promptly to notify the Distributor of the commencement of any
litigation or proceedings against the Company or any of its
officers or trustees in connection with the issue and sale of any
Shares. This agreement to indemnify will inure exclusively to the
Distributor's benefit, to the benefit of its several officers and
directors and their respective estates, and to the benefit of its
controlling persons and their successors.
1.16 The Distributor agrees to indemnify, defend and hold the Company,
its several officers and trustees, and any person who controls the
Company within the meaning of Section 15 of the 1933 Act, free and
harmless from and against any and all claims, demands, liabilities
and expenses (including the costs of investigating or defending such
claims, demands, or liabilities and any reasonable counsel fees
incurred in connection therewith) which the Company, its officers or
trustees, or any such controlling person, may incur under the 1933
Act, or under common law or otherwise, but only to the extent that
such liability or expense incurred by the Company, its officers or
trustees, or such controlling person, resulting from such claims or
demands, shall arise out of or be based upon any untrue, or alleged
untrue, statement of a material fact contained in information
furnished in writing by the Distributor to the Company or its
counsel expressly for use in the answers to any of the items of the
Registration Statement or in the corresponding statements made in
the Prospectus, or shall arise out of or be based upon any omission,
or alleged omission, to state a material fact in connection with
such information furnished in writing by the Distributor to the
Company or its counsel and required to be stated in such answers or
necessary to make such information not misleading. The
Distributor's indemnification agreement contained in this Section
1.16 and representations and warranties in this Agreement shall
remain operative and in full force and effect regardless of any
investigation made by or on behalf of the Company or its officers
and trustees, and shall survive the delivery of any Shares. The
Distributor agrees promptly to notify the Company of the
commencement of any litigation or proceedings against the
Distributor or any of its officers, directors or controlling persons
in
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connection with the issuance and sale of any of the Shares.
1.17 (a) In any case in which one party hereto (the "Indemnifying
Party") may be asked to indemnify or hold the other party hereto
(the "Indemnified Party") harmless, the Indemnified Party will
notify the Indemnifying Party in writing promptly after identifying
any situation which it believes presents or appears likely to
present a claim for indemnification (an "Indemnification Claim")
against the Indemnifying Party, although the failure to do so shall
not relieve the Indemnifying Party from any liability which it may
otherwise have to the Indemnified Party, and the Indemnifying Party
shall keep the Indemnifying Party advised with respect to all
developments concerning such situation. The Indemnifying Party
shall be entitled to participate at its own expense in the defense,
or if it so elects, to assume the defense of, any Indemnification
Claim which may be the subject of this indemnification, and, in the
event that the Indemnifying Party so elects, such defense shall be
conducted by counsel of good standing chosen by the Indemnifying
Party and approved by the Indemnified Party, which approval shall
not be unreasonably withheld. In the event the Indemnifying Party
elects to assume the defense of any such Indemnification Claim and
retain such counsel, the Indemnified Party shall bear the fees and
expenses of any additional counsel retained by the Indemnified
Party. The Indemnified Party will not confess any Indemnification
Claim or make any compromise in any case in which the Indemnifying
Party will be asked to provide indemnification, except with the
Indemnifying Party's prior written consent.
(b) In the event that the Company is the Indemnifying Party and
the Indemnifying Party does not elect to assume the defense of any
such Indemnification Claim, or in case the Distributor reasonably
does not approve of counsel chosen by the Company, the Company will
reimburse the Distributor, its officers, directors and employees,
or the controlling person or persons named as defendant or
defendants in such Indemnification Claim, for the fees and expenses
of any counsel retained by the Distributor or them.
(c) The obligations of the parties hereto under Sections 1.15
through 1.17 shall survive the termination of this Agreement.
1.18 No Shares shall be offered by either the Distributor or the Company
under any of the provisions of this Agreement and no orders for the
purchase or sale of Shares hereunder
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shall be accepted by the Company if and so long as effectiveness of
the Registration Statement then in effect or any necessary
amendments thereto shall be suspended under any of the provisions
of the 1933 Act, or if and so long as a current prospectus as
required by Section 5(b)(2) of the 1933 Act is not on file with the
SEC; provided, however, that nothing contained in this Section 1.18
shall in any way restrict or have any application to or bearing
upon the Company's obligation to redeem Shares tendered for
redemption by any shareholder in accordance with the provisions of
the Company's Registration Statement or Declaration of Trust.
1.19 The Company agrees to advise the Distributor as soon as reasonably
practical by a notice in writing delivered to the Distributor.
(a) of any request by the SEC for amendments to the Registration
Statement or Prospectus then in effect or for additional
information;
(b) in the event of the issuance by the SEC of any stop order
suspending the effectiveness of the Registration Statement or
Prospectus then in effect or the initiation by service of process
on the Company of any proceeding for that purpose;
(c) of the happening of any event that makes untrue any statement
of a material fact made in the Registration Statement or Prospectus
then in effect or that requires the making of a change in such
Registration Statement or Prospectus in order to make the
statements therein not misleading; and
(d) of all actions of the SEC with respect to any amendments to
any Registration Statement or Prospectus which may from time to
time be filed with the SEC.
For purposes of this Section 1.23, informal requests by or acts of
the staff of the SEC shall not be deemed actions of or requests by
the SEC.
2. TERM
2.1 This Agreement shall become effective on the date first written
above and, unless sooner terminated as provided herein, shall
continue for an initial one-year term and thereafter shall continue
automatically for successive one-year terms, provided such
continuance is specifically approved at least annually by (1) the
Company's Board of Trustees or (ii) by a vote of a majority (as
defined in the 1940 Act and Rule 18f-2 thereunder) of the
outstanding
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voting securities of the Company, provided that in either event the
continuance is also approved by a majority of the Trustees who are
not parties to this Agreement and who are not interested persons
(as defined in the 0000 Xxx) of any party to this Agreement, by
vote cast in person at a meeting called for the purpose of voting
on such approval. This Agreement is terminable without penalty, on
at least sixty days' written notice, by the Company's Board of
Trustees, by vote of a majority (as defined in the 1940 Act and
Rule 18f-2 thereunder) of the outstanding voting securities of the
Company, or by the Distributor. This Agreement will also terminate
automatically in the event of its assignment (as defined in the
1940 Act and the rules thereunder).
2.2 In the event a termination notice is given by the Company and
provided that the Distributor is not in default under this
Agreement at the time of such termination notice, all reasonable
expenses associated with movement of records and materials and
conversion thereof to a successor distributor will be borne by the
Company.
3. LIMITATION OF LIABILITY
3.1 The Distributor shall not be liable to the Company for any error of
judgment or mistake of law or for any loss suffered by the Company
in connection with the performance of its obligations and duties
under this Agreement, except a loss resulting from the Distributors
willful misfeasance, bad faith or negligence in the performance of
such obligations and duties, or by reason of its reckless disregard
thereof.
3.2 Each party shall have the duty to mitigate damages for which the
other party may become responsible.
3.3 NOTWITHSTANDING ANYTHING IN THIS AGREEMENT TO THE CONTRARY, IN NO
EVENT SHALL EITHER PARTY, ITS AFFILIATES OR ANY OF ITS OR THEIR
DIRECTORS, TRUSTEES, OFFICERS, EMPLOYEES, AGENTS OR SUBCONTRACTORS
BE LIABLE TO THE OTHER PARTY CONSEQUENTIAL DAMAGES, PROVIDED,
HOWEVER, THAT NOTHING CONTAINED IN THIS SECTION 3.3 SHALL BE
CONSTRUED SO AS TO LIMIT THE RIGHT OF ANY SHAREHOLDER OF THE
COMPANY, WHETHER SUING ON HIS, HER OR ITS OWN BEHALF OR
DERIVATIVELY THROUGH THE COMPANY, TO CONSEQUENTIAL DAMAGES.
4. MODIFICATIONS AND WAIVERS
No change, termination, modification, or waiver of any term or
condition of the Agreement shall be valid unless in writing signed
by each party. No such writing shall be
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effective as against the Company unless said writing is executed by
the President of the Company. No such writing shall be effective
as against the Distributor unless said writing is executed by a
Senior Vice President, Executive Vice President or President of the
Distributor. A party's waiver of a breach of any term or condition
in the Agreement shall not be deemed a waiver of any subsequent
breach of the same or another term or condition.
5. NO PRESUMPTION AGAINST DRAFTER
The Distributor and the Company have jointly participated in the
negotiation and drafting of this Agreement. The Agreement shall be
construed as if drafted jointly by the Company and the Distributor,
and no presumptions arise favoring any party by virtue of the
authorship of any provision of this Agreement.
6. PUBLICITY
Neither the Distributor nor the Company shall release or publish
news releases, public announcements, advertising or other publicity
relating to this Agreement or to the transactions contemplated by
it without prior review and written approval of the other party;
provided, however, that either party may make such disclosures as
are required by legal, accounting or regulatory requirements after
making reasonable efforts in the circumstances to consult in
advance with the other party.
7. SEVERABILITY
The parties intend every provision of this Agreement to be
severable. If a court of competent jurisdiction determines that
any term or provision is illegal or invalid for any reason, the
illegality or invalidity shall not affect the validity of the
remainder of this Agreement. In such case, the parties shall in
good faith modify or substitute such provision consistent with the
original intent of the parties. Without limiting the generality of
this paragraph, if a court determines that any remedy stated in
this Agreement has failed of its essential purpose, then all other
provisions of this Agreement shall remain fully effective.
8. FORCE MAJEURE
No party shall be liable for any default or delay in the
performance of its obligations under this Agreement if and to the
extent such default or delay is caused, directly or indirectly, by
circumstances beyond such party's reasonable control. In any such
event, the nonperforming
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party shall be excused from any further performance and observance
of the obligations so affected only for so long as such
circumstances prevail and such party continues to use commercially
reasonable efforts to recommence performance or observance as soon
as practicable.
10. MISCELLANEOUS
10.1 Any notice or other instrument authorized or required by this
Agreement to be given in writing to the Company or the Distributor
shall be sufficiently given if addressed to the party and received
by it at its office set forth below or at such other place as it
may from time to time designate in writing.
To the Company:
Xxxx X. X'Xxxxx, President
The Galaxy VIP Funds
c/o HASBRO, Inc.
000 Xxxxxxxxxxxx Xxxx Xxxxx
Xxxxxxxxx, Xxxxx Xxxxxx 00000
with a copy to:
W. Xxxxx XxXxxxxx, III
Drinker Xxxxxx & Xxxxx LLP
Philadelphia National Bank Building
0000 Xxxxxxxx Xxxxxx
Xxxxxxxxxxxx, Xxxxxxxxxxxx 00000
To the Distributor:
First Data Distributors, Inc.
0000 Xxxxxxxx Xxxxx
Xxxxxxxx, Xxxxxxxxxxxxx 00000
Attention: President
with a copy to the Distributor's Chief
Legal Officer
10.2 The laws of the Commonwealth of Massachusetts, excluding the laws
on conflicts of laws, and the applicable provisions of the 1940 Act
shall govern the interpretation, validity, and enforcement of this
Agreement. To the extent the provisions of Massachusetts law or
the provisions hereof conflict with the 1940 Act, the 1940 Act
shall control. All actions arising from or related to this
Agreement shall be brought in the state and federal courts sitting
in the City of Boston, and the Distributor and the Company hereby
submit themselves to the exclusive jurisdiction of those courts.
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10.3 This Agreement may be executed in any number of counterparts, each
of which shall be deemed to be an original and which collectively
shall be deemed to constitute only one instrument.
10.4 The captions of this Agreement are included for convenience of
reference only and in no way define or delimit any of the
provisions hereof or otherwise affect their construction or effect.
10.5 This Agreement shall be binding upon and shall inure to the benefit
of the parties hereto and their respective successors and is not
intended to confer upon any other person any fights or remedies
hereunder,
11. CONFIDENTIALITY
11.1 The parties agree that the Proprietary Information (defined below)
and the contents of this Agreement (collectively "Confidential
Information") are confidential information of the parties and
their respective licensers. The Company and the Distributor shall
exercise at least the same degree of care, but not less than
reasonable care, to safeguard the confidentiality of the
Confidential Information of the other as it would to protect its
own Confidential Information. The Company and the Distributor may
use the Confidential Information only to exercise their respective
rights or perform their respective duties under this Agreement.
Except as otherwise required by law and except as disclosed in the
Company's Registration Statement and filed as an exhibit thereto,
the Company and the Distributor shall not duplicate, sell or
disclose to others the Confidential Information of the other, in
whole or in part, without the prior written permission of the other
party. The Company and the Distributor may, however, disclose
Confidential Information to its employees who have a need to know
the Confidential Information to perform work for the other,
provided that the Company and the Distributor shall use reasonable
efforts to ensure that the Confidential Information is not
duplicated or disclosed by its employees in breach of this
Agreement. The Company and the Distributor may also disclose the
Confidential Information to independent contractors, auditors and
professional advisors, provided they first agree in writing to be
bound by confidentiality obligations substantially similar to this
Section I 1. Notwithstanding the previous sentence, in no event
shall either the Company or the Distributor disclose the
Confidential Information to any competitor of the other without
specific, prior written consent.
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11.2 Proprietary Information means:
(a) any data or information that is competitively sensitive
material, and not generally known to the public, including, but not
limited to, information about product plans, marketing strategies,
finance, operations, customer relationships, customer profiles,
sales estimates, business plans, and internal performance results
relating to the past, present or future business activities of the
Company or the Distributor, their respective subsidiaries and
affiliated companies and the customers, clients and suppliers of
any of them;
(b) any scientific or technical information, design, process,
procedure, formula, or improvement that is commercially valuable
and secret in the sense that its confidentiality affords the
Company or the Distributor a competitive advantage over its
competitors: and
(c) all confidential or proprietary concepts, documentation,
reports, data, specifications, computer software, source code,
object code, flow charts, databases, inventions, know-how, show-how
and trade secrets, whether or not patentable or copyrightable.
11.3 Confidential Information includes, without limitation, all
documents, inventions, substances, engineering and laboratory
notebooks, drawings, diagrams, specifications, bills of material,
equipment, prototypes and models, and any other tangible
manifestation of the foregoing of either party which now exist or
come into the control or possession of the other.
11.4 Notwithstanding the foregoing, it is hereby understood and agreed
by the parties hereto that any marketing strategies, financing
plans, customer profiles, sales estimates, business plans or
similar items prepared or developed by the Distributor for the
benefit of the Company shall be considered the Proprietary
Information of the Company and nothing in this Agreement shall be
construed to prevent or prohibit the Company from disclosing such
Proprietary Information to a successor distributor.
12. OBLIGATIONS OF THE TRUST
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 22, 1992 which is
hereby referred to and a copy of which is on file at the office of
the State
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Secretary of the Commonwealth of Massachusetts and at the principal
office of the Company. 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 the Company personally, but
bind only the Trust Property, and all persons dealing with any
class of Shares of the Company must look solely to the Trust
Property belonging to such class for the enforcement of any claims
against the Company.
13. ENTIRE AGREEMENT
This Agreement, including the Schedule hereto, constitutes the
entire agreement between the parties with respect to the subject
matter hereof and supersedes all prior and contemporaneous
proposals, agreements, contracts, representations, and
understandings, whether written or oral, between the parties with
respect to the subject matter hereof.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement
to be duly executed all as of the day and year first above written.
THE GALAXY VIP FUND
By: /s/ Xxxx X. X'Xxxxx
-------------------------------
Name: Xxxx X. X'Xxxxx
-----------------------------
Title: President
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FIRST DATA DISTRIBUTORS, INC.
By: /s/ Xxxxxxx Xxxxxxxx
-------------------------------
Name: Xxxxxxx Xxxxxxxx
-----------------------------
Title: President & CEO
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SCHEDULE A
NAME OF FUNDS
Money Market Fund
Equity Fund
Asset Allocation Fund
High Quality Bond Fund
A-1
