Exhibit (13)(a)
PURCHASE AGREEMENT
The Galaxy Fund (the "Fund"), a Massachusetts business trust, and
Shearson Xxxxxx Brothers, Inc., ("Shearson"), a Delaware corporation, hereby
agree with each other as follows:
1. The Fund hereby offers Shearson and Shearson hereby purchases
50,000 Class A shares of beneficial interest (par value $.001 per share) and
50,000 Class B shares of beneficial interest (par value $.001 per share) of the
Fund (collectively known as "Shares") at a price of $1.00 per Share. Shearson
hereby acknowledges receipt of 50,000 of the Fund's Class A shares of beneficial
interest, and 50,000 shares of the Fund's Class B shares of beneficial interest,
and the Fund hereby acknowledges receipt from Shearson of funds in the amount of
$100,000 in full payment for the Shares.
2. Shearson represents and warrants to the Fund that the Shares are
being acquired for investment purposes and not with a view to the distribution
thereof.
3. Shearson agrees that if it or any direct or indirect transferee
of any of the Shares redeems any of the Shares prior to the fifth anniversary of
the date the Fund begins its investment activities, Shearson will pay to the
Fund an amount equal to the number resulting from multiplying the Fund's total
unamortized organizational expenses by a fraction, the numerator of which is
equal to the number of Shares redeemed by Shearson or such transferee and the
denominator of which is equal to the number of Shares outstanding as of the date
of such redemption, as long as the administrative position of the staff of the
Securities and Exchange Commission requires such reimbursement.
4. 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 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 24th day of July 1986.
(SEAL) THE GALAXY FUND
ATTEST:
/s/Xxxxx X. Xxxxxxx By:/s/illegible
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, President
(SEAL) SHEARSON XXXXXX BROTHERS, INC.
ATTEST:
/s/illegible By:/s/illegible
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