Exhibit (13)(c)
PURCHASE AGREEMENT
The Galaxy Fund (the "Trust"), a Massachusetts business trust, and SMA
Equities, Inc. ("SMA"), a Massachusetts corporation, hereby agree as follows:
1. The Trust hereby offers SMA and SMA hereby purchases one (1)
share, at $10.00 per share, in each of the Company's Small Company Equity Fund,
Short-Term Bond Fund, Tax-Exempt Bond Fund, Asset Allocation Fund and New York
Municipal Bond Fund (each of the aforementioned Funds shall be referred to
herein individually as a "Fund" and collectively as the "Funds). Each share is
the "initial share" of the Fund. SMA hereby acknowledges receipt of a purchase
confirmation reflecting the purchase of five shares, and the Trust hereby
acknowledges receipt from SMA of funds in the amount of $50.00 in full payment
for the shares.
2. SMA represents and warrants to the Trust that the shares are
being acquired for investment purposes and not for the purpose of distribution.
3. SMA agrees that if it or any direct or indirect transferee of any
of the shares redeems any of the shares of the Funds prior to the fifth
anniversary of the date the Funds begin investment activities, SMA will pay to
the Trust an amount equal to the number resulting from multiplying the Fund's
total unamortized organizational expenses by a fraction, the numerator of which
is equal to the number of shares redeemed by SMA or such transferee and the
denominator of which is equal to the number of shares outstanding as of the date
of such redemption, as long as the administrative position of the staff of the
Securities and Exchange Commission requires such reimbursement.
4. The Trust represents that a copy of its Declaration of Trust,
dated March 31, 1986, together with all amendments thereto, is on file in the
Office of the Secretary of the Commonwealth of Massachusetts.
5. The names "The Galaxy Fund" and "Trustees of The Galaxy Fund"
refer respectively to the Trust created and the Trustees, as trustees but not
individually or personally, acting from time to time under a Declaration of
Trust dated March 31, 1986 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 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 30th day of December, 1991.
Attest: THE GALAXY FUND
/s/W. Xxxxx XxXxxxxx, III By:/s/Xxxx X. X'Xxxxx
------------------------- ---------------------------
Secretary President
(SEAL)
Attest: SMA EQUITIES, INC.
/s/illegible By:/s/Xxxxxxx X. Xxxxxx
------------------------- ---------------------------
Secretary President
(SEAL)
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