AMENDMENT NO. 5 TO TRANSFER AGENCY AND SERVICES AGREEMENT This Amendment No. 5, dated as of September __, 1999, is entered into between THE GALAXY FUND (the "Fund"), a Massachusetts business trust, and FIRST DATA INVESTOR SERVICES GROUP, INC....

                               AMENDMENT NO. 5 TO
                     TRANSFER AGENCY AND SERVICES AGREEMENT


                    This Amendment No. 5, dated as of September __, 1999, is
entered into between THE GALAXY FUND (the "Fund"), a Massachusetts business
trust, and FIRST DATA INVESTOR SERVICES GROUP, INC. ("FDISG"), a Massachusetts
corporation.

                    WHEREAS, the Fund and FDISG 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 6.6:

                           "6.6. 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.




                    IN WITNESS WHEREOF, the undersigned have executed this
Amendment No. 5 as of the day and year first above written.


                                                 THE GALAXY FUND


                                                 By:
                                                    ----------------------
                                                 Name:  Xxxx X. X'Xxxxx
                                                 Title: President


                                                 FIRST DATA INVESTOR SERVICES
                                                    GROUP, INC.


                                                 By:
                                                    ----------------------

                                                 Name:  Jylanne X. Xxxxx
                                                 Title: Senior Vice President


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