AMENDMENT NO. 1 TO TRANSFER AGENCY AGREEMENT
This Amendment No. 1, dated as of the ____ day of __________, 1995, is
entered into by THE GALAXY FUND, a Massachusetts business trust (the "Fund"),
and THE SHAREHOLDER SERVICES GROUP, INC. d/b/a 440 FINANCIAL, a Massachusetts
corporation (the "Transfer Agent").
WHEREAS, the Fund and the Transfer Agent have entered into a Transfer
Agency Agreement dated as of March 31, 1995 (the "Transfer Agency Agreement"),
pursuant to which the Fund appointed the Transfer Agent to act as transfer
agent, registrar and dividend disbursing agent for the Fund;
WHEREAS, the Fund and the Transfer Agent wish to amend the Transfer
Agency Agreement to set forth certain additional responsibilities of the
Transfer Agent relating to the offering, issuance, sale and redemption of
Retail B Shares in certain of the investment portfolios of the Fund;
NOW, THEREFORE, the parties hereto, intending to be legally bound
hereby, hereby agree as follows:
1. Paragraph (j) (relating to the delivery of documents) is added to
Section 2 of the Transfer Agency Agreement to read as follows:
"(j) The Fund's Distribution and Services Plan relating to Retail B
Shares of certain of the Fund's investment portfolios, and the related form of
Administrative Servicing Agreement;"
2. Paragraph (b) of Section 5 of the Transfer Agency Agreement
(relating to the issuance, redemption and exchange of shares) is amended and
restated in its entirety to read as follows:
"(b) Redemption of Shares. Upon receipt of a redemption order from
the Fund's Distributor, a Service Organization or a Shareholder, the Transfer
Agent shall redeem the number and series of Shares so indicated thereon from
the redeeming Shareholder's account and receive from the Custodian and
disburse: (i) the amount of any contingent deferred sales charges payable to
the Fund's distributor with respect to Retail B Shares, and (ii) the balance of
the redemption proceeds to the person entitled to such proceeds, in accordance
with such procedures and controls as are mutually agreed to from time to time
by the Fund, the Transfer Agent and the Custodian."
3. Paragraph (a)(iii) of Section 9 of the Transfer Agency Agreement
(relating to the maintenance of records) is amended and restated in its
entirety to read as follows:
(a)(iii) historical information regarding the account of each
Shareholder, including: (i) information relating to dividends and distributions
paid, (ii) the date and price for all transactions relating to a Shareholder's
account, and (iii) information necessary to calculate, in accordance with the
Fund's registration statement, the appropriate contingent deferred sales charge
("CDSC") payable with respect to Retail B Shares;"
4. Paragraph (b) of Section 10 of the Transfer Agency Agreement
(relating to the ongoing functions of the Transfer Agent) is amended and
restated in its entirety to read as follows:
"(b) calculate front-end sales charges payable in connection with the
purchase of Retail A Shares and contingent deferred sales charges payable in
connection with the redemption of Retail B Shares and provide for the payment
of all such sales charges to the Fund's distributor (subject to the applicable
limitations of the National Association of Securities Dealers, Inc. on asset-
based sales charges);"
5. Miscellaneous. Except to the extent supplemented hereby, the
Transfer Agency 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.
[Seal]
THE GALAXY FUND
Attest: ____________________ By: ________________________
Secretary Vice President
[Seal]
THE SHAREHOLDER SERVICES
GROUP, INC. d/b/a 440
FINANCIAL
Attest:_____________________ By: _________________________
Title: ______________________
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