AMENDMENT NO. 2 TO DISTRIBUTION AGREEMENT
This Amendment No. 2, dated as of the __ day of _________, 1995, is entered
into by THE GALAXY FUND, a Massachusetts business trust ("Galaxy"), THE
SHAREHOLDER SERVICES GROUP, INC. d/b/a 440 FINANCIAL, a Massachusetts
corporation ("440 Financial"), and 440 FINANCIAL DISTRIBUTORS, INC., a
Massachusetts corporation (the "Distributor") and a wholly-owned subsidiary of
440 Financial
WHEREAS, Galaxy, 440 Financial and the Distributor have entered into a
Distribution Agreement dated as of March 31, 1995 (the "Distribution
Agreement");
WHEREAS, Galaxy, 440 Financial and the Distributor wish to amend the
Distribution Agreement to set forth certain additional responsibilities of the
Distributor relating to the offering, issuance, sale and redemption of Retail B
Shares in certain of the investment portfolios of Galaxy;
NOW, THEREFORE, the parties hereto, intending to be legally bound hereby,
hereby agree as follows:
1. Paragraph 1.3 of the Distribution Agreement is hereby amended and
restated in its entirety to read as follows:
"1.3 The Distributor shall, at its own expense, finance
appropriate activities which it deems reasonable which
are primarily intended to result in the sale of the Shares,
including, but not limited, advertising, compensation of
underwriters, dealers and sales personnel, the printing and
mailing of prospectuses to other than current shareholders,
and the printing and mailing of sales literature; provided,
however, that each Fund will bear the expenses incurred and
other payments made in accordance with the provisions of
this Agreement and any plan now or hereafter adopted with
respect to any one or more series of Shares of such Fund
pursuant to Rule 12b-1 under the 1940 Act (collectively,
the "Plans")."
2. Paragraph 1.23 is added to the Distribution Agreement to read as
follows:
"The Distributor agrees to be responsible for implementing
and operating the Plans in accordance with the terms
thereof."
3. Paragraph 1.24 is added to the Distribution Agreement to read as
follows:
"With respect to such series of Shares, if any, that are
sold with a contingent deferred sales charge ("CDSC"), the
Distributor shall impose a CDSC in connection with the
redemption of the Shares of such series, not to exceed a
specified percentage of the original purchase price of the
Shares, as from time to time set forth in the applicable
Prospectuses. The Distributor may retain (or receive from
Galaxy, as the case may be) all of any CDSC. The
Distributor may pay to broker-dealers or other persons
through whom such Shares are sold a commission or other
payment to the extent consistent with the current
Prospectuses and applicable rules and regulations."
4. Miscellaneous. Except to the extent supplemented hereby, the
Distribution Agreement shall remain unchanged and in full force and effect and
is hereby ratified and confirmed in all respects as supplemented hereby.
IN WITNESS WHEREOF, the undersigned have executed this Amendment No. 1 as
of the date and year first above written.
THE GALAXY FUND
Attest:_____________________ By:_______________________
Secretary Vice President
THE SHAREHOLDER SERVICES
GROUP, INC. d/b/a
440 FINANCIAL
Attest:______________________ By:_________________________
440 FINANCIAL DISTRIBUTORS,
INC.
Attest:______________________ By:__________________________
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