GALAXY FUND II
DISTRIBUTION AGREEMENT
Amendment No. 1
May 31, 2001
PFPC Distributors, Inc.
0000 Xxxxxxx Xxxxx
Xxxx xx Xxxxxxx, XX 00000
Dear Sirs:
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:
PFPC Distributors shall (i) fund four external wholesaler
positions that will focus exclusively on increasing the sales
and assets of the Trust, The Galaxy Fund and The Galaxy VIP
Fund and (ii) establish eight internal wholesaler positions
that will concentrate exclusively on building relationships
and growing the assets of the Trust, The Galaxy Fund and The
Galaxy VIP Fund via the Alliance partner distribution channel.
In addition, PFPC Distributors shall fund additional
distribution and marketing initiatives as identified by Fleet
Investment Management.
If the foregoing is in accordance with your understanding,
will you so indicate by signing and returning to us the enclosed copy hereof.
Very truly yours,
GALAXY FUND II
By: /s/ Xxxx X. X'Xxxxx
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Name: Xxxx X. X'Xxxxx
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Title: President
Accepted:
PFPC DISTRIBUTORS, INC.
By: /s/ Xxxxxxxxx X. Xxxxx
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Name: Xxxxxxxxx X. Xxxxx
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Title: Chief Legal Officer & Clerk
