PURCHASE AGREEMENT
The Galaxy Fund, a Massachusetts business trust (the "Trust"), and
Provident Distributors, Inc., a Delaware corporation ("PDI"), hereby agree with
each other as follows:
1. The Trust hereby offers PDI and PDI hereby purchases one
(1) Class NN-Series 1 share, one (1) Class NN-Series 2 share, one (1) Class
NN-Series 3 share, one (1) Class NN-Series 4 share and one (1) Class NN-Series
5 share, each such share representing an interest in the Pan Asia Fund, at a
purchase price of $10.00 per share, aggregating to five (5) shares of beneficial
interest in the Trust (such shares of beneficial interest in the Trust being
hereinafter collectively known as "Shares"). PDI hereby acknowledges purchase of
the Shares and the Trust hereby acknowledges receipt from PDI of funds in the
amount of $50 in full payment for the Shares.
2. PDI 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 ___ day of ___________, 2000.
THE GALAXY FUND
By:___________________
Xxxxxxx Xxxxxxxx
Vice President
PROVIDENT DISTRIBUTORS, INC.
By:___________________
Xxxxxx X. Xxxxxxxxx
President
