Exhibit (6)(a)
DISTRIBUTION AGREEMENT
THIS AGREEMENT is made as of this 1st day of June, 1997 (the "Agreement")
by and between Galaxy Fund II (the "Company"), a Massachusetts business trust,
and First Data Distributors, Inc. (the "Distributor"), a Massachusetts
corporation.
WHEREAS, the Company is registered as an open-end management investment
company under the Investment Company Act of 1940, as amended (the "1940 Act"),
and is currently offering units of beneficial interest (such units of all
classes and series are hereinafter called the "Shares"), representing interests
in investment portfolios of the Company identified on Schedule A hereto (the
"Funds") which are registered with the Securities and Exchange Commission (the
"SEC") pursuant to the Company's Registration Statement on Form N-1A (the
"Registration Statement"); and
WHEREAS, the Company desires to retain the Distributor as distributor for
the Funds to provide for the sale and distribution of the Shares of the Funds
identified on Schedule A and for such additional classes or series as the
Company may issue, and the Distributor is prepared to provide such services
commencing on the date first written above.
NOW THEREFORE, in consideration of the premises and mutual covenants set
forth herein and intending to be legally bound hereby the parties hereto agree
as follows:
1. SERVICE AS DISTRIBUTOR
1.1 The Distributor will act as the Company's disclosed agent for the
distribution of the Shares covered by the Registration Statement then in
effect under the Securities Act of 1933, as amended (the "1933 Act"). The
Distributor will have no liability for payment for the purchase of Shares
sold pursuant to this Agreement or with respect to redemptions or
repurchases of Shares.
1.2 The Distributor agrees to use efforts deemed appropriate by the Distributor
to solicit orders for the sale of the Shares and will undertake such
advertising and promotion as it believes reasonable in connection with such
solicitation. The Distributor shall, at its own expense, finance
appropriate activities which it deems reasonable which are primarily
intended to result in the sale of Shares, including, but not limited to,
advertising, compensation of underwriters, dealers and sales personnel, the
printing and mailing of Prospectuses to other than current shareholders,
and the printing and mailing of sales literature.
1.3 The Company understands that the Distributor is now, and may in the future
be, the distributor of the shares of several investment companies or series
(collectively, the "Investment Entities"), including Investment Entities
having investment objectives similar to those of the Funds. The Company
further understands that investors and potential investors in the Funds may
invest in shares of such other Investment Entities. The Company agrees
that the Distributor's duties to such Investment Entities shall not be
deemed in conflict with its duties to the Company under this Section 1.3.
1.4 The Distributor agrees to provide (a) two wholesalers dedicated to
supporting sales of Shares of the Funds and The Galaxy Fund, and (b) one or
more persons, during normal business hours, to respond to telephone
questions with respect to the Funds.
1.5 The Distributor may enter into selling agreements with selected dealers or
other institutions with respect to the offering of Shares to the public.
Each selling agreement will provide that (a) all payments for purchases of
Shares will be sent directly from the dealer or such other institution to
the Funds' transfer agent and (b) if payment is not made with respect to
purchases of Shares at the customary or required time for settlement of the
transaction, the Distributor will have the right to cancel the sale of
Shares ordered by the dealer or such other institution, in which case the
dealer or such other institution will be responsible for any loss suffered
by any Fund or the Distributor resulting from such cancellation. The
Distributor may also act as disclosed agent for a Fund and sell Shares of
that Fund to individual investors, such transactions to be specifically
approved by an officer of that Fund.
1.6 The Distributor will send a confirmation to each purchaser of Shares under
this Agreement. Such confirmations will comply with all applicable Federal
and state laws and rules and regulations of authorized regulatory bodies
and will clearly state that the Distributor is acting as agent in the
transaction and that all remittances, registration instructions and
certifications for redemption should be sent directly to the Funds'
transfer agent. Such confirmations will also set forth the mailing address
and delivery address of the Funds' transfer agent.
1.7 The Distributor shall not utilize any materials in connection with the sale
or offering of Shares except the Company's then current Prospectuses and
Statements of Additional Information and such other materials as the
Company shall provide or approve.
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1.8 All activities by the Distributor and its agents and employees, as
distributor of the Shares, shall comply with all applicable laws, rules and
regulations, including, without limitation, all rules and regulations made
or adopted pursuant to the 1940 Act by the SEC or the National Association
of Securities Dealers.
1.9 The Distributor will transmit any orders received by it for purchase or
redemption of the Shares to the transfer agent and custodian for the
Company.
1.10 Whenever in their judgment such action is warranted by unusual market,
economic or political conditions or abnormal circumstances of any kind,
officers of the Company may decline to accept any orders for, or make any
sales of, the Shares until such time as those officers deem it advisable to
accept such orders and to make such sales, and the Company shall notify the
Distributor promptly of any such determination.
1.11 The Company agrees to pay all costs and expenses in connection with the
registration of Shares under the 1933 Act and all expenses in connection
with maintaining facilities for the issue and transfer of Shares and for
supplying information, prices and other data to be furnished by the Company
hereunder, and all expenses in connection with the preparation and printing
of the Company's Prospectuses and Statements of Additional Information for
regulatory purposes and for distribution to existing shareholders.
1.12 The Company agrees at its own expense to execute any and all documents and
to furnish any and all information and otherwise to take all actions that
may be reasonably necessary in connection with the qualification of the
Shares for sale in such states as the Distributor may designate. The
Company shall notify the Distributor in writing of the states in which the
Shares are to be sold and shall notify the Distributor in writing of any
changes to the information contained in the previous notification.
1.13 The Company shall furnish from time to time, for use in connection with the
sale of the Shares, such information with respect to the Company and the
Shares as the Distributor may reasonably request; and the Company warrants
that the statements contained in any such information shall fairly show or
represent what they purport to show or represent. The Company shall also
furnish the Distributor upon request with: (a) audited annual statements
and unaudited semi-annual statements of the Funds' books and accounts
prepared by the Company, (b) quarterly earnings statements of the Funds
prepared by the Company, (c) a monthly itemized list of the securities in
the Funds, (d)
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monthly balance sheets as soon as practicable after the end of each month,
and (e) from time to time such additional information regarding the Funds'
financial condition of the Company as the Distributor may reasonably
request.
1.14 The Company represents to the Distributor that all Registration Statements
and Prospectuses filed by the Company with the SEC under the 1933 Act with
respect to the Shares have been prepared in conformity with the
requirements of the 1933 Act and the rules and regulations of the SEC
thereunder. As used in this Agreement, the terms "Registration Statement"
and "Prospectus" shall mean any Registration Statement and any Prospectus
including any Statement of Additional Information incorporated therein by
reference relating to the Company filed with the SEC and any amendments or
supplements thereto at any time filed with the SEC. The Company represents
and warrants to the Distributor that any Registration Statement and
Prospectus, when such Registration Statement becomes effective, will
contain statements required to be stated therein in conformity with the
1933 Act and the rules and regulations of the SEC; that all statements of
fact contained in any such Registration Statement and Prospectus will be
true and correct when such Registration Statement becomes effective; and
that no Registration Statement or Prospectus when such Registration
Statement becomes effective will include an untrue statement of a material
fact or omit to state a material fact required to be stated therein or
necessary to make the statements therein not misleading to a purchaser of
the Shares. The Distributor may but shall not be obligated to propose from
time to time such amendment or amendments to any Registration Statement and
such supplement or supplements to any Prospectus as, in the light of future
developments, may, in the opinion of the Distributor's counsel, be
necessary or advisable. The Distributor shall promptly notify the Company
of any advice given to it by its counsel regarding the necessity or
advisability of amending or supplementing such Registration Statement. If
the Company shall not propose such amendment or amendments and/or
supplement or supplements within fifteen days after receipt by the Company
of a written request from the Distributor to do so, the Distributor may, at
its option, terminate this Agreement. The Company shall not file any
amendment to any Registration Statement or supplement to any Prospectus
without giving the Distributor reasonable notice thereof in advance;
provided, however, that nothing contained in this Agreement shall in any
way limit the Company's right to file at any time such amendments to any
Registration Statements and/or supplements to any Prospectus, of whatever
character, as the Company may deem advisable, such right being in all
respects absolute and unconditional.
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1.15 The Company authorizes the Distributor (and dealers pursuant to any
agreements described in Section 1.5 above) to use any Prospectus in the
form furnished by the Company from time to time in connection with the sale
of the Shares. The Company agrees to indemnify, defend and hold the
Distributor, its several officers and directors, and any person who
controls the Distributor within the meaning of Section 15 of the 1933 Act,
free and harmless from and against any and all claims, demands, liabilities
and expenses (including the cost of investigating or defending such claims,
demands or liabilities and pay reasonable counsel fees incurred in
connection therewith) which the Distributor, its officers and directors, or
any such controlling person, may incur under the 1933 Act, or under common
law or otherwise, arising out of or based upon any untrue statement, or
alleged untrue statement of a material fact contained in any Registration
Statement or any Prospectus or arising out of or based upon any omission,
or alleged omission, to state a material fact required to be stated in
either any Registration Statement or any Prospectus or necessary to make
the statements in either thereof not misleading; provided, however, that
the Company's agreement to indemnify the Distributor, its officers or
directors, and any such controlling person, shall not be deemed to cover
any claims, demand, liabilities or expenses arising out of any
representations or statements contained in any Registration Statement or in
any Prospectus that were furnished in writing to the Company or its counsel
by the Distributor expressly for use in the answers to the Registration
Statement or in the corresponding statements made in the Prospectus, or
arising out or based upon any omission or alleged omission to state a
material fact in connection with such information furnished in writing by
the Distributor to the Company or its counsel and required to be stated in
such answers or necessary to make such answers not misleading; and further
provided that the Company's agreement to indemnify the Distributor and the
Company's representations and warranties hereinbefore set forth in Section
1.14 shall not be deemed to cover any liability to the Company or its
shareholders to which the Distributor would otherwise be subject by reason
of willful misfeasance, bad faith or negligence in the performance of its
duties, or by reason of the Distributor's reckless disregard of its duties
and obligations under this Agreement. The Company's indemnification
agreement contained in this Section 1.15 and the Company's representations
and warranties in this Agreement shall remain operative and in full force
and effect regardless of any investigation made by or on behalf of the
Distributor, its officers and directors, or any controlling person, and
shall survive delivery of any Shares. The Company agrees promptly to
notify the Distributor of the commencement of any litigation or proceedings
against the Company or any of its officers or
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trustees in connection with the issue and sale of any Shares. This
agreement to indemnify will inure exclusively to the Distributor's benefit,
to the benefit of its several officers and directors and their respective
estates, and to the benefit of its controlling persons and their
successors.
1.16 The Distributor agrees to indemnify, defend and hold the Company, its
several officers and trustees, and any person who controls the Company
within the meaning of Section 15 of the 1933 Act, free and harmless from
and against any and all claims, demands, liabilities and expenses
(including the costs of investigating or defending such claims, demands, or
liabilities and any reasonable counsel fees incurred in connection
therewith) which the Company, its officers or trustees, or any such
controlling person, may incur under the 1933 Act, or under common law or
otherwise, but only to the extent that such liability or expense incurred
by the Company, its officers or trustees, or such controlling person,
resulting from such claims or demands, shall arise out of or be based upon
any untrue, or alleged untrue, statement of a material fact contained in
information furnished in writing by the Distributor to the Company or its
counsel expressly for use in the answers to any of the items of the
Registration Statement or in the corresponding statements made in the
Prospectus, or shall arise out of or be based upon any omission, or alleged
omission, to state a material fact in connection with such information
furnished in writing by the Distributor to the Company or its counsel and
required to be stated in such answers or necessary to make such information
not misleading. The Distributor's indemnification agreement contained in
this Section 1.16 and representations and warranties in this Agreement
shall remain operative and in full force and effect regardless of any
investigation made by or on behalf of the Company or its officers and
trustees, and shall survive the delivery of any Shares. The Distributor
agrees promptly to notify the Company of the commencement of any litigation
or proceedings against the Distributor or any of its officers, directors or
controlling persons in connection with the issuance and sale of any of the
Shares.
1.17 (a) In any case in which one party hereto (the "Indemnifying Party") may
be asked to indemnify or hold the other party hereto (the "Indemnified
Party") harmless, the Indemnified Party will notify the Indemnifying Party
in writing promptly after identifying any situation which it believes
presents or appears likely to present a claim for indemnification (an
"Indemnification Claim") against the Indemnifying Party, although the
failure to do so shall not relieve the Indemnifying Party from any
liability which it may otherwise have to the Indemnified Party, and the
Indemnifying Party shall keep the Indemnifying Party advised with respect
to all developments concerning such situation.
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The Indemnifying Party shall be entitled to participate at its own expense
in the defense, or if it so elects, to assume the defense of, any
Indemnification Claim which may be the subject of this indemnification,
and, in the event that the Indemnifying Party so elects, such defense shall
be conducted by counsel of good standing chosen by the Indemnifying Party
and approved by the Indemnified Party, which approval shall not be
unreasonably withheld. In the event the Indemnifying Party elects to
assume the defense of any such Indemnification Claim and retain such
counsel, the Indemnified Party shall bear the fees and expenses of any
additional counsel retained by the Indemnified Party. The Indemnified
Party will not confess any Indemnification Claim or make any compromise in
any case in which the Indemnifying Party will be asked to provide
indemnification, except with the Indemnifying Party's prior written
consent.
(b) In the event that the Company is the Indemnifying Party and the
Indemnifying Party does not elect to assume the defense of any such
Indemnification Claim, or in case the Distributor reasonably does not
approve of counsel chosen by the Company, the Company will reimburse the
Distributor, its officers, directors and employees, or the controlling
person or persons named as defendant or defendants in such Indemnification
Claim, for the fees and expenses of any counsel retained by the Distributor
or them.
(c) The obligations of the parties hereto under Sections 1.15 through 1.17
shall survive the termination of this Agreement.
1.18 No Shares shall be offered by either the Distributor or the Company under
any of the provisions of this Agreement and no orders for the purchase or
sale of Shares hereunder shall be accepted by the Company if and so long as
effectiveness of the Registration Statement then in effect or any necessary
amendments thereto shall be suspended under any of the provisions of the
1933 Act, or if and so long as a current prospectus as required by Section
5(b)(2) of the 1933 Act is not on file with the SEC; provided, however,
that nothing contained in this Section 1.22 shall in any way restrict or
have any application to or bearing upon the Company's obligation to redeem
Shares tendered for redemption by any shareholder in accordance with the
provisions of the Company's Registration Statement or Declaration of Trust.
1.19 The Company agrees to advise the Distributor as soon as reasonably
practical by a notice in writing delivered to the Distributor:
(a) of any request by the SEC for amendments to the Registration Statement
or Prospectus then in effect or for additional information;
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(b) in the event of the issuance by the SEC of any stop order suspending
the effectiveness of the Registration Statement or Prospectus then in
effect or the initiation by service of process on the Company of any
proceeding for that purpose;
(c) of the happening of any event that makes untrue any statement of a
material fact made in the Registration Statement or Prospectus then in
effect or that requires the making of a change in such Registration
Statement or Prospectus in order to make the statements therein not
misleading; and
(d) of all actions of the SEC with respect to any amendments to any
Registration Statement or Prospectus which may from time to time be filed
with the SEC.
For purposes of this Section 1.23, informal requests by or acts of the
staff of the SEC shall not be deemed actions of or requests by the SEC.
2. TERM
2.1 This Agreement shall become effective on the date first written above and,
unless sooner terminated as provided herein, shall continue for an initial
one-year term and thereafter shall continue automatically for successive
one-year terms, provided such continuance is specifically approved at least
annually by (i) the Company's Board of Trustees or (ii) by a vote of a
majority (as defined in the 1940 Act and Rule 18f-2 thereunder) of the
outstanding voting securities of the Company, provided that in either event
the continuance is also approved by a majority of the Trustees who are not
parties to this Agreement and who are not interested persons (as defined in
the 0000 Xxx) of any party to this Agreement, by vote cast in person at a
meeting called for the purpose of voting on such approval. This Agreement
is terminable without penalty, on at least sixty days' written notice, by
the Company's Board of Trustees, by vote of a majority (as defined in the
1940 Act and Rule 18f-2 thereunder) of the outstanding voting securities of
the Company, or by the Distributor. This Agreement will also terminate
automatically in the event of its assignment (as defined in the 1940 Act
and the rules thereunder).
2.2 In the event a termination notice is given by the Company and provided that
the Distributor is not in default under this Agreement at the time of such
termination notice, all reasonable expenses associated with movement of
records and materials and conversion thereof to a successor distributor
will be borne by the Company.
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3. LIMITATION OF LIABILITY
3.1 The Distributor shall not be liable to the Company for any error of
judgment or mistake of law or for any loss suffered by the Company in
connection with the performance of its obligations and duties under this
Agreement, except a loss resulting from the Distributor's willful
misfeasance, bad faith or negligence in the performance of such obligations
and duties, or by reason of its reckless disregard thereof.
3.2 Each party shall have the duty to mitigate damages for which the other
party may become responsible.
3.3 NOTWITHSTANDING ANYTHING IN THIS AGREEMENT TO THE CONTRARY, IN NO EVENT
SHALL EITHER PARTY, ITS AFFILIATES OR ANY OF ITS OR THEIR DIRECTORS,
TRUSTEES, OFFICERS, EMPLOYEES, AGENTS OR SUBCONTRACTORS BE LIABLE TO THE
OTHER PARTY CONSEQUENTIAL DAMAGES[, PROVIDED, HOWEVER, THAT NOTHING
CONTAINED IN THIS SECTION 3.3 SHALL BE CONSTRUED SO AS TO LIMIT THE RIGHT
OF ANY SHAREHOLDER OF THE COMPANY, WHETHER SUING ON HIS, HER OR ITS OWN
BEHALF OR DERIVATIVELY THROUGH THE COMPANY, TO CONSEQUENTIAL DAMAGES].
4. MODIFICATIONS AND WAIVERS
No change, termination, modification, or waiver of any term or condition of
the Agreement shall be valid unless in writing signed by each party. No
such writing shall be effective as against the Company unless said writing
is executed by the President of the Company. No such writing shall be
effective as against the Distributor unless said writing is executed by a
Senior Vice President, Executive Vice President or President of the
Distributor. A party's waiver of a breach of any term or condition in the
Agreement shall not be deemed a waiver of any subsequent breach of the same
or another term or condition.
5. NO PRESUMPTION AGAINST DRAFTER
The Distributor and the Company have jointly participated in the
negotiation and drafting of this Agreement. The Agreement shall be
construed as if drafted jointly by the Company and the Distributor, and no
presumptions arise favoring any party by virtue of the authorship of any
provision of this Agreement.
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6. PUBLICITY
Neither the Distributor nor the Company shall release or publish news
releases, public announcements, advertising or other publicity relating to
this Agreement or to the transactions contemplated by it without prior
review and written approval of the other party; provided, however, that
either party may make such disclosures as are required by legal, accounting
or regulatory requirements after making reasonable efforts in the
circumstances to consult in advance with the other party.
7. SEVERABILITY
The parties intend every provision of this Agreement to be severable. If a
court of competent jurisdiction determines that any term or provision is
illegal or invalid for any reason, the illegality or invalidity shall not
affect the validity of the remainder of this Agreement. In such case, the
parties shall in good faith modify or substitute such provision consistent
with the original intent of the parties. Without limiting the generality
of this paragraph, if a court determines that any remedy stated in this
Agreement has failed of its essential purpose, then all other provisions of
this Agreement shall remain fully effective.
8. FORCE MAJEURE
No party shall be liable for any default or delay in the performance of its
obligations under this Agreement if and to the extent such default or delay
is caused, directly or indirectly, by circumstances beyond such party's
reasonable control. In any such event, the non-performing party shall be
excused from any further performance and observance of the obligations so
affected only for so long as such circumstances prevail and such party
continues to use commercially reasonable efforts to recommence performance
or observance as soon as practicable.
10. MISCELLANEOUS
10.1 Any notice or other instrument authorized or required by this Agreement to
be given in writing to the Company or the Distributor shall be sufficiently
given if addressed to the party and received by it at its office set forth
below or at such other place as it may from time to time designate in
writing.
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To the Company:
Xxxx X. X'Xxxxx, President
Galaxy Fund II
c/o HASBRO, Inc.
000 Xxxxxxxxxxxx Xxxx Xxxxx
Xxxxxxxxx, Xxxxx Xxxxxx 00000
with a copy to:
W. Xxxxx XxXxxxxx, III
Drinker Xxxxxx & Xxxxx LLP
Philadelphia National Bank Building
0000 Xxxxxxxx Xxxxxx
Xxxxxxxxxxxx, Xxxxxxxxxxxx 00000
To the Distributor:
First Data Distributors, Inc.
0000 Xxxxxxxx Xxxxx
Xxxxxxxx, Xxxxxxxxxxxxx 00000
Attention: President
with a copy to the Distributor's Chief Legal Officer
10.2 The laws of the Commonwealth of Massachusetts, excluding the laws on
conflicts of laws, and the applicable provisions of the 1940 Act shall
govern the interpretation, validity, and enforcement of this Agreement. To
the extent the provisions of Massachusetts law or the provisions hereof
conflict with the 1940 Act, the 1940 Act shall control. All actions
arising from or related to this Agreement shall be brought in the state and
federal courts sitting in the City of Boston, and the Distributor and the
Company hereby submit themselves to the exclusive jurisdiction of those
courts.
10.3 This Agreement may be executed in any number of counterparts, each of which
shall be deemed to be an original and which collectively shall be deemed to
constitute only one instrument.
10.4 The captions of this Agreement are included for convenience of reference
only and in no way define or delimit any of the provisions hereof or
otherwise affect their construction or effect.
10.5 This Agreement shall be binding upon and shall inure to the benefit of the
parties hereto and their respective successors and is not intended to
confer upon any other person any rights or remedies hereunder.
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11. CONFIDENTIALITY
11.1 The parties agree that the Proprietary Information (defined below) and the
contents of this Agreement (collectively "Confidential Information") are
confidential information of the parties and their respective licensers.
The Company and the Distributor shall exercise at least the same degree of
care, but not less than reasonable care, to safeguard the confidentiality
of the Confidential Information of the other as it would to protect its own
Confidential Information. The Company and the Distributor may use the
Confidential Information only to exercise their respective rights or
perform their respective duties under this Agreement. Except as otherwise
required by law and except as disclosed in the Company's Registration
Statement and filed as an exhibit thereto, the Company and the Distributor
shall not duplicate, sell or disclose to others the Confidential
Information of the other, in whole or in part, without the prior written
permission of the other party. The Company and the Distributor may,
however, disclose Confidential Information to its employees who have a need
to know the Confidential Information to perform work for the other,
provided that the Company and the Distributor shall use reasonable efforts
to ensure that the Confidential Information is not duplicated or disclosed
by its employees in breach of this Agreement. The Company and the
Distributor may also disclose the Confidential Information to independent
contractors, auditors and professional advisors, provided they first agree
in writing to be bound by confidentiality obligations substantially similar
to this Section 11. Notwithstanding the previous sentence, in no event
shall either the Company or the Distributor disclose the Confidential
Information to any competitor of the other without specific, prior written
consent.
11.2 Proprietary Information means:
(a) any data of information that is competitively sensitive material, and
not generally known to the public, including, but not limited to,
information about product plans, marketing strategies, finance, operations,
customer relationships, customer profiles, sales estimates, business plans,
and internal performance results relating to the past, present or future
business activities of the Company or the Distributor, their respective
subsidiaries and affiliated companies and the customers, clients and
suppliers of any of them;
(b) any scientific or technical information, design, process, procedure,
formula, or improvement that is commercially valuable and secret in the
sense that its
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confidentiality affords the Company or the Distributor a competitive
advantage over its competitors; and
(c) all confidential or proprietary concepts, documentation, reports,
data, specifications, computer software, source code, object code, flow
charts, databases, inventions, know-how, show-how and trade secrets,
whether or not patentable or copyrightable.
11.3 Confidential Information includes, without limitation, all documents,
inventions, substances, engineering and laboratory notebooks, drawings,
diagrams, specifications, bills of material, equipment, prototypes and
models, and any other tangible manifestation of the foregoing of either
party which now exist or come into the control or possession of the other.
11.4 Notwithstanding the foregoing, it is hereby understood and agreed by the
parties hereto that any marketing strategies, financing plans, customer
profiles, sales estimates, business plans or similar items prepared or
developed by the Distributor for the benefit of the Company shall be
considered the Proprietary Information of the Company and nothing in this
Agreement shall be construed to prevent or prohibit the Company from
disclosing such Proprietary Information to a successor distributor.
12. OBLIGATIONS OF THE TRUST
The names "Galaxy Fund II" and "Trustees of Galaxy Fund II" 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 February 22, 1990 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 Company. The
obligations of "Galaxy Fund II" 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 Company personally, but
bind only the Trust Property, and all persons dealing with any class of
Shares of the Company must look solely to the Trust Property belonging to
such class for the enforcement of any claims against the Company.
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13. ENTIRE AGREEMENT
This Agreement, including the Schedule hereto, constitutes the entire
agreement between the parties with respect to the subject matter hereof and
supersedes all prior and contemporaneous proposals, agreements, contracts,
representations, and understandings, whether written or oral, between the
parties with respect to the subject matter hereof.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
duly executed all as of the day and year first above written.
GALAXY FUND II
By: /s/ Xxxx X. X'Xxxxx
-------------------------------
Name: Xxxx X. X'Xxxxx
-----------------------------
Title: President
----------------------------
FIRST DATA DISTRIBUTORS, INC.
By: /s/ Xxxxxxx Xxxxxxxx
-------------------------------
Name: Xxxxxxx Xxxxxxxx
-----------------------------
Title: President & CEO
----------------------------
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SCHEDULE A
NAME OF FUNDS
Large Company Index Fund
Small Company Index Fund
U.S. Treasury Index Fund
Utility Index Fund
Municipal Bond Fund
A-1
