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AMENDMENT NO. 4 TO
TRANSFER AGENCY AND SERVICES AGREEMENT
This Amendment No. 4, dated as of September 9, 1999, is entered into
among GALAXY FUND II (the "Fund"), a Massachusetts business trust, FIRST DATA
INVESTOR SERVICES GROUP, INC. ("FDISG"), a Massachusetts corporation, and FLEET
NATIONAL BANK (the "Administrator").
WHEREAS, the Fund, FDISG and the Administrator have entered into a
Transfer Agency and Services Agreement, dated as of June 1, 1997, as
subsequently amended (as so amended, the "Transfer Agency Agreement"), pursuant
to which the Fund appointed FDISG to act as the transfer agent, dividend
disbursing agent and agent in connection with certain other activities for the
Fund's portfolios; and
WHEREAS, Section 25.1 of the Transfer Agency Agreement provides, in
part, that no change, termination, modification or waiver of any term or
condition of the Transfer Agency 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. Article 6 of the Transfer Agency Agreement is amended by adding
the following Section 6.5:
"6.5. In addition to those fees set forth in Section 6.1 above,
the Fund agrees that as part of the compensation payable to FDISG for the
performance of its obligations hereunder, FDISG shall be entitled to
retain any interest or dividend income earned on the investment of the
Fund's cash balances held in those cash management accounts maintained by
FDISG on behalf of the Fund. FDISG agrees to provide the Fund's Board of
Trustees with periodic reports, but no less frequently than annually, as
to the amount of such interest or dividend income retained by FDISG."
2. Except to the extent amended hereby, the Transfer Agency
Agreement shall remain unchanged and in full force and effect and is hereby
ratified and confirmed in all respects as amended hereby.
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IN WITNESS WHEREOF, the undersigned have executed this Amendment
No. 4 as of the day and year first above written.
GALAXY FUND II
By: /s/ John T. O'Neill
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Name: John T. O'Neill
Title: President
FIRST DATA INVESTOR SERVICES
GROUP, INC.
By: /s/ Jylanne M. Dunne
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Name: Jylanne M. Dunne
Title: Senior Vice President
FLEET NATIONAL BANK
By: /s/ Richard Joseph
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Name: Richard Joseph
Title: Senior Vice President
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