AMENDMENT NO. 3 TO
DISTRIBUTION AGREEMENT
This Amendment No. 3, dated as of December 3, 1998, is entered into between
THE GALAXY FUND (the "Company"), a Massachusetts business trust, and FIRST DATA
DISTRIBUTORS, INC. (the "Distributor"), a Massachusetts corporation.
WHEREAS, the Company and the Distributor have entered into a Distribution
Agreement, dated as of June 1, 1997, as amended on March 3, 1998 and September
18, 1998 (the "Distribution Agreement"), pursuant to which the Company appointed
the Distributor to act as distributor of the Company's shares; and
WHEREAS, the Company and the Distributor wish to further amend the
Distribution Agreement to clarify certain provisions with respect to the
distribution of the Company's CDSC Shares (as defined in the Distribution
Agreement);
NOW, THEREFORE, the parties hereto, intending to be legally bound, hereby
agree as follows:
1. Section 1.10 of the Distribution Agreement is hereby deleted in its
entirety and the following substituted in its place:
1.10 (a) With respect to CDSC Shares, the Distributor shall impose
a CDSC in connection with the redemption of such CDSC Shares,
not to exceed a specified percentage of the original purchase
price of the Shares, as from time to time set forth in the then
current Prospectuses. The Distributor may retain (or receive
from the Company, as the case may be) all or any CDSC. The
Distributor may, but shall not be required to, pay to
broker-dealers or other persons through whom such CDSC Shares
are sold a commission or other payment to the extent consistent
with the then current Prospectuses and applicable rules and
regulations.
(b) The Distributor may assign or sell to a third party (a "CDSC
Financing Entity") all or part of the CDSC on any CDSC Shares
that the Distributor is entitled to receive under this Agreement.
The Distributor's right to a CDSC on such CDSC Shares, if
assigned or sold to a CDSC Financing Entity, shall continue after
termination of this Agreement.
(c)(i) The Distributor shall be entitled to receive all
distribution and service fees at the rate and under the terms and
conditions set forth in the Distribution and Services Plan
adopted with respect to a particular class of CDSC Shares (the
"Plan") on the CDSC Shares of that class which were sold during
the period of this
Agreement, so long as the Plan is in effect. The Distributor may
assign or sell to a CDSC Financing Entity all or part of the
distribution and service fees the Distributor is entitled to
receive from the Company under the particular Plan. The
Distributor's right to payment on such CDSC Shares, if assigned
or sold to CDSC Financing Entity, shall continue after
termination of this Agreement.
(c)(ii) The Distributor shall not be required to offer or sell a
particular class of CDSC Shares unless and until it has received
a binding commitment from a CDSC Financing Entity (a
"Commitment") satisfactory to the Distributor which Commitment
shall cover all expenses and fees related to the offer and sale
of such CDSC Shares including but not limited to dealer
reallowances, financing commitment fees, and legal fees. If at
any time during the term of this Agreement the then current CDSC
financing is terminated, the Distributor has the right to
immediately suspend the sale of such CDSC Shares until substitute
financing becomes effective.
(c)(iii) If the Distributor determines, in its sole discretion,
to pay to broker-dealers or other persons through whom a
particular class of CDSC Shares are sold a commission or other
payment, such commission or payment shall not be due and payable
by, and the payment shall not become an obligation of, the
Distributor until the Distributor receives financing relating to
the sale of such CDSC Shares from the CDSC Financing Entity. If
the Distributor does not receive such financing, the Distributor
shall not be liable for the payment of any such commission or
other payment to any party.
(d) The Distributor and the Company hereby agree that the terms
and conditions set forth herein regarding the offer and sale of
CDSC Shares may be amended upon approval of both parties in order
to comply with the terms and conditions of any agreement with the
CDSC Financing Entity to finance the costs for the offer and sale
of CDSC Shares so long as such terms and conditions are in
compliance with the particular Plan.
2. The changes to the Distribution Agreement effected by this Amendment
No. 3 shall be effective as of the date first written above. Except
to the extent amended hereby, the Distribution Agreement shall remain
unchanged and in full force and effect and is hereby ratified and
confirmed in all respects as amended hereby.
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IN WITNESS WHEREOF, the undersigned have executed this Amendment No. 3 as
of the day and year first above written.
THE GALAXY FUND
By: /s/ Xxxx X. X'Xxxxx
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Name: Xxxx X. X'Xxxxx
Title: President
FIRST DATA DISTRIBUTORS, INC.
By: /s/ Xxxxx X. Xxxxxx
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Name: Xxxxx X. Xxxxxx
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Title: VP & Treasurer
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