Galaxy Fund Ii Sample Contracts

DISTRIBUTION AGREEMENT Amendment No. 1
Distribution Agreement • July 27th, 2001 • Galaxy Fund Ii

This letter is to confirm that the undersigned, Galaxy Fund II (the "Trust"), a Massachusetts business trust, has agreed that the Distribution Agreement between the Trust and PFPC Distributors, Inc. ("PFPC Distributors") dated as of January 2, 2001 (the "Agreement") is herewith amended to add the following additional distribution services:

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PURCHASE AGREEMENT
Purchase Agreement • November 2nd, 1998 • Galaxy Fund Ii
AMONG
Credit Agreement • May 31st, 2000 • Galaxy Fund Ii • New York
AGREEMENT AND PLAN OF REORGANIZATION BY AND BETWEEN GALAXY FUND II AND THE PILLAR FUNDS DATED AS OF APRIL 6, 2001
Agreement and Plan of Reorganization • May 30th, 2002 • Galaxy Fund Ii • Massachusetts
SERVICES AGREEMENT
Services Agreement • July 29th, 1998 • Galaxy Fund Ii • Oregon
AMENDMENT NO. 5 TO TRANSFER AGENCY AND SERVICES AGREEMENT
Transfer Agency and Services Agreement • July 27th, 2001 • Galaxy Fund Ii
BY-LAWS OF GALAXY FUND II ARTICLE 1
Galaxy Fund Ii • November 2nd, 1998
AMENDMENT TO
Mutual Fund Custody Agreement • July 27th, 2001 • Galaxy Fund Ii
WITNESSETH
Custody Agreement • November 2nd, 1998 • Galaxy Fund Ii
AGREEMENT AND PLAN OF REORGANIZATION BY AND BETWEEN GALAXY FUND II AND THE PILLAR FUNDS
Agreement and Plan of Reorganization • July 27th, 2001 • Galaxy Fund Ii • Massachusetts
Exhibit (9)(a) ADMINISTRATION AGREEMENT Fleet National Bank 111 Westminster Street Providence, Rhode Island 02903
Administration Agreement • November 2nd, 1998 • Galaxy Fund Ii • Massachusetts
Exhibit (13)(b) PURCHASE AGREEMENT
B) Purchase Agreement • November 2nd, 1998 • Galaxy Fund Ii
IBM MUTUAL FUNDS
Ibm Mutual Funds Purchase Agreement • November 2nd, 1998 • Galaxy Fund Ii
GALAXY FUND II ADVISORY AGREEMENT
Galaxy Fund Ii Advisory Agreement • November 2nd, 1998 • Galaxy Fund Ii • Massachusetts
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DRINKER BIDDLE & REATH LLP One Logan Square 18th and Cherry Streets Philadelphia, PA 19103-6996 (215) 988-2700 Fax: (215) 988-2757 www.dbr.com
Galaxy Fund Ii • April 11th, 2001

We have been asked to give our opinion on the Federal income tax consequences to shareholders of the transactions contemplated in the above Agreement and Plan of Reorganization. In our opinion, the material Federal income tax consequences to shareholders of such transactions are accurately described in the subsection entitled "THE REORGANIZATION -- Federal Income Tax Considerations" in the Combined Proxy Statement and Prospectus contained in the Registration Statement being filed this day with the Securities and Exchange Commission.

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