GALAXY FUND II
DISTRIBUTION AGREEMENT
Amendment No. 1
_________, 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 establish (i) four external wholesaler
positions who will focus exclusively on increasing the sales and
assets of the Trust, The Galaxy Fund and The Galaxy VIP Fund and
(ii) eight internal wholesaler positions who 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:
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Name: Xxxx X. X'Xxxxx
Title: President
Accepted:
PFPC DISTRIBUTORS, INC.
By:
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Name:
Title:
