EXHIBIT (e)(3)
THE GALAXY FUND
DISTRIBUTION AGREEMENT
Amendment No. 2
____________, 2001
PFPC Distributors, Inc.
000 Xxxxxxxx Xxxxxxx
Xxxxxxxxxx, XX 00000
Dear Sirs:
This letter is to confirm that the undersigned, The Galaxy Fund
(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 provide
that PFPC Distributors shall be the distributor for the Trust's Pennsylvania
Municipal Bond Fund, Large Cap Value Fund and Large Cap Growth Fund on the terms
and conditions contained in the Agreement.
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,
THE GALAXY FUND
By:
-------------------------
Name: Xxxx X. X'Xxxxx
Title: President
Accepted:
PFPC DISTRIBUTORS, INC.
By:
-------------------------
Name:
Title:
