Exhibit (h)(3)
AMENDMENT NO. 2 TO ADMINISTRATION AGREEMENT
This Amendment No. 2, dated as of March 5, 1998, is entered into
between FIRST DATA INVESTOR SERVICES GROUP, INC., a Massachusetts corporation
("FDISG") and THE GALAXY VIP FUND, a Massachusetts business trust (the
"Company").
WHEREAS, FDISG and the Company have entered into an Administration
Agreement, dated as of June 1, 1997, as amended on February 27, 1998 (the
"Administration Agreement"), pursuant to which the Company appointed FDISG to
act as Administrator for the Company's portfolios; 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. The following sub-section is added to the Administration
Agreement as sub-section (f) to Section 3:
"(f) FDISG agrees to perform the services set forth herein in
accordance with the performance standards set forth in Appendix I to this
Agreement."
2. Sub-section (f) to Section 8 of the Administration Agreement is
amended and restated in its entirety to read as follows:
"(f) In the event this Agreement is terminated by the Company
pursuant to Sections 8(c) or 8(d) hereof or pursuant to paragraph (b) of the
performance standards set forth in Appendix I hereto, all reasonable expenses
associated with movement of records and materials and conversion thereof to a
successor administrator will be borne by FDISG and the Company shall not be
responsible for FDISG's costs associated with such termination. In the event of
termination of this Agreement pursuant to any other Section of this Agreement,
all reasonable expenses associated with conversation to a successor
administrator will be borne by the Company."
3. Appendix I attached hereto is added as an Appendix to the
Administration Agreement.
4. The changes effected by this Amendment No. 2 shall be effective
as of May 1, 1998. 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. 2
as of the day and year first above written.
FIRST DATA INVESTOR SERVICES
GROUP, INC.
By: /s/ Jylanne ▇▇▇▇▇
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Name: Jylanne ▇▇▇▇▇
Title: Vice-President
THE GALAXY VIP FUND
By: /s/ ▇▇▇▇ ▇. ▇'▇▇▇▇▇
------------------------
Name: ▇▇▇▇ ▇. ▇'▇▇▇▇▇
Title: President
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Appendix I
Pursuant to Article 3 of this Agreement, FDISG has agreed to perform
the services described in this Agreement in accordance with the Performance
Standards set forth in this Appendix I. The parties agree that such Performance
Standards, which are described below, may be revised from time to time upon the
mutual agreement of the parties.
Each of the performance standards will be monitored by a Quality
Assurance Team:
(a) In the event that FDISG fails to meet a particular Performance
Standard (except for any failure due to circumstances beyond its control) in any
particular month, FDISG agrees to take appropriate corrective action within the
following thirty (30) day period.
(b) In the event that FDISG fails to meet a particular Performance
Standard (except for any failure due to circumstances beyond its control) for
any three (3) months within a six (6) month period, the Company shall have the
right to terminate this Agreement upon forty-five (45) days' written notice to
FDISG.
CATEGORY STANDARD
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All NAV's to NASDAQ by the 98% accuracy rate as measured
NASDAQ reporting deadline by information available on
the day of reporting*
All daily yield and days to 98% accuracy rate as measured
maturity data along with the by information available on
7-day yield data reported to the day of reporting*
NASDAQ by the NASDAQ reporting
deadline
Release of the "Fleet Export 90% of the time**
File" by 8:00 p.m. each
business day
Cash availability provided to 90% accuracy rate as measured
investment advisers each morning by information available on
by 9:45 a.m. the day of reporting***
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* assumes all vendor-provided data to FDISG is correct and on time; also that
all trade data provided by investment advisers is correct and on time
** assumes that there are normal market conditions and that all
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vendor-supplied data to FDISG is provided on time
*** assumes that all data provided by any transfer agent or sub-transfer agent
to FDISG is accurate and on time
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