PURCHASE AGREEMENT
The Galaxy Fund, a Massachusetts business trust (the "Trust"), and First
Data Distributors, Inc., a Massachusetts corporation ("FD Distributors"),
hereby agree with each other as follows:
1. The Trust hereby offers FD Distributors and FD Distributors
hereby purchases (i) ten (10) Class BB shares, each such share representing an
interest in the Trust's Prime Reserves, (ii) ten (10) Class CC shares, each such
share representing an interest in the Trust's Government Reserves, and (iii) ten
(10) Class DD shares, each such share representing an interest in the Trust's
Tax-Exempt Reserves, at a purchase price of $1.00 per share, aggregating to
thirty (30) shares of beneficial interest in the Trust (such shares of
beneficial interest in the Trust being hereinafter collectively known as
"Shares"). FD Distributors hereby acknowledges purchase of the Shares and the
Trust hereby acknowledges receipt from FD Distributors of funds in the amount of
$30 in full payment for the Shares.
2. FD Distributors represents and warrants to the Trust that the
Shares are being acquired for investment purposes and not with a view to the
distribution thereof.
3. 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 18th day of September, 1998.
THE GALAXY FUND
By: /s/ Xxxxxxx Xxxxxxxx
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Xxxxxxx Xxxxxxxx
Vice President
FIRST DATA DISTRIBUTORS, INC.
By: /s/ Xxxxx X. Xxxxxx
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Vice President & Treasurer
