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Exhibit (13)(b)
PURCHASE AGREEMENT
The Galaxy VIP Fund (the "Trust"), a Massachusetts business trust, and
Fleet Investment Advisors Inc., a New York corporation ("Fleet"), hereby agree
with each other as follows:
1. The Trust hereby offers Fleet and Fleet hereby purchases one (1)
Class E, one (1) Class F, one (1) Class G and one (1) Class H share, at a
purchase price of $10.00 per share, aggregating to four (4) shares of beneficial
interest in the Trust (such shares of beneficial interest in the Trust being
hereinafter collectively known as "Shares"). Fleet hereby acknowledges purchase
of the Shares and the Trust hereby acknowledges receipt from Fleet of funds in
the amount of $40.00 in full payment for the Shares.
2. Fleet represents and warrants to the Trust that the Shares are
being acquired for investment purposes and not with a view of the distribution
thereof and that Fleet will not redeem any of the Shares for a period of six
months following the date of this Agreement.
3. The name "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 an Agreement and
Declaration of Trust dated May 27, 1992 which is hereby 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 Trust. 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 Trust personally, but bind only the Trust property, and
all persons dealing with any class of shares of the Trust must look solely to
the Trust property belonging to such class for the enforcement of any claims
against the Trust.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of
the ____ day of _______________, 1998.
THE GALAXY VIP FUND
By:_____________________________
FLEET INVESTMENT ADVISORS INC.
By:_____________________________