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EXHIBIT 9(c)
June 1, 1996
The Galaxy Fund
▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇
▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Re: CUSTODIAN, TRANSFER AGENCY, FUND ACCOUNTING AND
ADMINISTRATION FEES
Gentlemen:
This letter constitutes our agreement with respect to
compensation to be paid to (a) First Data Investor Services Group, Inc.
("FDISG") as the party responsible for payment of all fees and expenses under
the terms of a Global Custody Agreement dated November 1, 1991 between you (the
"Company") and The Chase Manhattan Bank, N.A. ("Chase"), as amended; (b) FDISG
under the terms of an Amended and Restated Transfer Agency Agreement dated as of
June 1, 1996 between the Company and FDISG; and (c) FDISG under the terms of an
Amended and Restated Administration Agreement dated as of June 1, 1996 between
the Company and FDISG. Pursuant to the terms of these agreements, the Company
will pay to FDISG, for its administrative, fund accounting and transfer agency
services, and for the services that Chase will provide to the Company as
custodian in respect of the Company's Money Market Fund, Government Fund,
Tax-Exempt Fund, U.S. Treasury Fund, Institutional Treasury Money Market Fund,
Connecticut Municipal Money Market Fund, Massachusetts Municipal Money Market
Fund, Equity Value Fund, Equity Growth Fund, Equity Income Fund, International
Equity Fund, Asset Allocation Fund, Small Company Equity Fund, Growth and Income
Fund, Small Cap Value Fund, ShortTerm 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 and Rhode Island Municipal Bond Fund and such other
investment portfolios as are from time to time added by means of an amendment or
exhibit to each of these agreements (each a "Portfolio" and collectively the
"Portfolios") the following:
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The Galaxy Fund
June 1, 1996
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1. (a) Prior to September 5, 1996, an asset-based administration fee at
the annual rate of .09% of the first $2.5 billion of the Portfolios' combined
average daily net assets, .085% of the next $2.5 billion of combined average
daily net assets and .08% of combined average daily net assets over $5 billion;
and (b) effective September 5, 1996, an asset-based administration fee at the
annual rate of .09% of the first $2.5 billion of the Portfolios' combined
average daily net assets, .085% of the next $2.5 billion of combined average
daily net assets and .075% of combined average daily net assets over $5 billion.
2. An annual fund accounting fee for each Portfolio based on the
average net assets of each Portfolio as follows: net assets under $50 million -
$25,000; net assets of $50 million but less than $200 million - $35,000; net
assets of $200 million but less than $500 million - $50,000; net assets of $500
million but less than $1 billion - $85,000; and net assets in excess of $1
billion - $125,000, plus out-of-pocket expenses, including but not limited to an
out-of-pocket charge for security quotes estimated to be as follows - equity and
bond price quotes - $.20 and $.50 per quote per day, respectively, and money
market price quotes - $.50 per quote per week. The annual fund accounting fee
for a Portfolio possessing more than 25% in non-domestic assets will be 150% of
the annual fund accounting fees described above.
3. Domestic and/or global custody fees for each Portfolio are comprised
of an annual account fee, annual holding fees and transaction fees (domestic
custody) and/or an annual account maintenance fee and asset and transaction fees
per country (global custody) as more particularly set forth in the Schedule
attached hereto as Exhibit "A", plus out-of-pocket charges including but not
limited to taxes, insurance, telephone and script fees.
4. Transfer agency fees for each Portfolio are comprised of annual
account maintenance fees and transaction fees as more specifically set forth in
the Schedule attached hereto as Exhibit "B", plus out-of-pocket charges
including but not limited to confirmation production, postage, forms, telephone,
microfilm, microfiches, archives and expenses incurred at the specific direction
of the Company. Transfer agency fees are subject to the performance standards
set forth in Appendix I to the Amended
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The Galaxy Fund
June 1, 1996
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and Restated Transfer Agency Agreement dated as of June 1, 1996 between the
Company and FDISG.
5. All asset-based fees shall be calculated daily and paid monthly. Net
assets shall be computed in accordance with the Portfolios' prospectuses,
statements of additional information and the resolutions of the Company's Board
of Trustees. All other fees and out-of-pocket expenses shall be invoiced and
paid monthly.
The fees for the period from the day of the year this
agreement is entered into until the end of that year shall be prorated according
to the proportion which such period bears to the full annual period. Upon any
termination of the underlying agreements before the end of any year, the fees
for such part of a year shall be prorated according to the proportion which such
period bears to the full year and shall be payable upon the date of termination
of any agreement.
6. FDISG accepts the payments hereunder as full payment from the
Company under the terms of its respective agreements with the Company with
respect to the Portfolios.
7. The names "The Galaxy Fund" and "Trustees of The Galaxy 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 March 31, 1986 which is ▇▇▇▇▇▇ 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 the Company. The obligations of "The Galaxy 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.
8. This letter agreement may be signed by each party hereto upon a
separate copy in which event all copies shall constitute a single counterpart of
this letter agreement.
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The Galaxy Fund
June 1, 1996
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If the foregoing accurately sets forth our agreement and you
intend to be legally bound thereby, please execute a copy of this letter and
return it to us.
Very truly yours,
FIRST DATA INVESTOR SERVICES
GROUP, INC.
By:
-------------------------------
Title:
Accepted: THE GALAXY FUND
By: /s/ ▇▇▇▇ ▇. ▇'▇▇▇▇▇
-----------------------------------
President
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EXHIBIT "A"
CUSTODY
DOMESTIC CUSTODY
The fees for Domestic Custody are comprised of three separate charges as
follows:
ANNUAL ACCOUNT FEE
Assets less than $100 Million $ 5,000
Assets $100 - 500 Million $ 7,500
Assets greater than $500 Million $ 15,000
ANNUAL HOLDING FEE
Book Entry (DTC, FBE, etc.) $ 24.00
Physical $ 60.00
PTC $ 72.00
Euroclear/Cedel 3 basis points
TRANSACTION FEE
DTC $ 8.00
Fed Book Entry $ 8.00
Physical/Commercial Paper $ 22.00
Interfund trades $ 5.00
Options $ 25.00
Futures $ 25.00
Repurchase agreements $ 15.00
Note:
(1) Euroclear/Cedel holdings charge is based upon dollar
value of holdings (i.e. asset based charge).
GLOBAL CUSTODY
The fees for Global Custody are comprised of three separate charges as follows:
ANNUAL ACCOUNT MAINTENANCE FEE
Fees are based on average net assets per Portfolio and include
management of custodian network, collection and settlement of principal
and income items and monitoring the quality of services provided. Fees
are billable on a monthly basis at the rate of 1/12 of the annual fee.
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FUND NET ASSETS ANNUAL FEE
--------------- ----------
Up to $100 million $25,000
$100 to $250 million $35,000
$250 to $500 million $45,000
Over $500 million Negotiable
ASSET AND TRANSACTION FEES PER COUNTRY
Basis Point Transaction Basis Point Transaction
Country Charge Charge Country Charge Charge
------- ------ ------ ------- ------ ------
Argentina 22 $ 75 Japan 7 $ 30
(equity)
Australia 7 $ 30 Malaysia 22 $120
Austria 12 $ 60 Mexico 16 $ 60
Belgium 7 $ 30 Netherlands 7 $ 30
Canada 7 $ 30 New Zealand 12 $ 60
Chile 20 $100 Norway 12 $ 60
China 40 $100 Philippines 22 $120
Denmark 16 $ 60 Singapore 22 $120
Finland 16 $ 60 South Korea 20 $100
France 7 $ 30 Spain 26 $120
Germany 7 $ 30 Sweden 7 $ 30
Greece 26 $120 Switzerland 7 $ 30
Hong Kong 12 $ 60 Taiwan 32.75 $120
India 40 $100 Thailand 22 $120
Indonesia 26 $120 Turkey 26 $120
Ireland 7 $ 30 United Kingdom 7 $ 30
Italy 7 $ 30 Venezuela 22 $120
Japan (debt) 12 $ 60
Out-of-pocket charges, including but not limited to, taxes, insurance,
telephone, script fees, will be invoiced at cost.
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EXHIBIT "B"
SHAREHOLDER SERVICES
ANNUAL FUND MINIMUM
Fees are based on annual per shareholder account charge for account maintenance
and fees for certain shareholder generated transactions plus all out-of-pocket
expenses. There is a minimum annual fee per portfolio of $5,000 per year.
ANNUAL MAINTENANCE FEE
Fees are billable on a monthly basis at the rate of 1/12 of the annual fee. A
charge is made for an account in the month that an account opens or closes. The
Annual Maintenance Charge is $14.00 per account.
NEW ACCOUNT SET-UP CHARGE
$5.00 per account
OUT-OF-POCKET EXPENSES
Out-of-pocket expenses include, but are not limited to, confirmation production,
postage, forms, telephone, microfilm, microfiches, archives and expenses
incurred at the specific direction of the Company.
PRODUCTION AND MASS MAIL
The per piece fees for production and mass mail exclude postage which will be
invoiced as an out-of-pocket expense at cost.
DAILY, MONTHLY AND DIVIDEND STATEMENTS
Printing, folding, inserting, metering and mailing
(Includes return envelope inserting) $.075/ea
ADDITIONAL INSERTS
1st .002/ea
2nd .005/ea
3rd .010/ea
4th .010/ea
5th .010/ea
FIDUCIARY FEE STATEMENTS
Printing, inserting, metering, mailing and return
envelope inserting $ .11/ea
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W-8 STATEMENTS
Printing, folding, inserting, metering, mailing,
mailer or return envelope inserting $ .155/ea
W-8 STATEMENTS (BULK)
Printing, folding, inserting, metering, mailing,
mailer or return envelope inserting $1.305/ea
Credit for return handling and processing $ .70/ea
Additional inserts
1st .002/ea
2nd .005/ea
3rd .010/ea
4th .010/ea
5th .010/ea
W-9 STATEMENTS
Printing, folding, inserting, metering, mailing
and mailer or return envelope inserting $ .155/ea
W-9 SOLICITATIONS (BULK)
Solicitation printing, folding, inserting, metering,
mailing and mailer or return envelope inserting $ .905/ea
Credit for return handling and processing $ .50/ea
Additional inserts
1st .002/ea
2nd .005/ea
3rd .010/ea
4th .010/ea
5th .010/ea
LASER CHECKS
Printing, folding, inserting, metering and mailing
(Includes return envelope inserting) $ .085/ea
Additional inserts
1st .002/ea
2nd .005/ea
3rd .010/ea
4th .010/ea
5th .010/ea
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PROXIES
Proxy Base Stock .0238/ea
Printing plate charge 25.00/side
Copy setting fees 50.00/ea
Proxy printing
1 to 9,999 .15/ea
10,000 to 49,999 .05/ea
50,000 plus .025/ea
Inserting, bursting, metering and mailing
over 3501 pieces .0105/ea
2501 to 3500 .12/ea
1501 to 2500 .15/ea
1 to 1500 .17/ea
Additional inserts
1st .002/ea
2nd .005/ea
3rd .010/ea
4th .010/ea
5th .010/ea
Manual processing/counting $ 13.00/hr
NEW ACCOUNT LETTERS
Printing, folding, inserting, metering .070/pg
Additional inserts
1st .002/ea
2nd .005/ea
3rd .010/ea
4th .010/ea
5th .010/ea
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