0000912057-01-516811 Sample Contracts

DISTRIBUTION AGREEMENT Amendment No. 2
Distribution Agreement • May 18th, 2001 • Galaxy Fund /De/

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.

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ADMINISTRATION AGREEMENT Amendment No. 10
Administration Agreement • May 18th, 2001 • Galaxy Fund /De/

This letter is to confirm that the undersigned, The Galaxy Fund (the "Trust"), a Massachusetts business trust, has agreed that the Administration Agreement between the Trust and PFPC Inc. ("PFPC") (formerly known as First Data Investor Services Group, Inc.) dated as of June 1, 1997 (the "Agreement") is herewith amended to provide that PFPC shall be the administrator 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.

TRANSFER AGENCY AND SERVICES AGREEMENT Amendment No. 11
Transfer Agency and Services Agreement • May 18th, 2001 • Galaxy Fund /De/

This letter is to confirm that the undersigned, The Galaxy Fund (the "Trust"), a Massachusetts business trust, has agreed that the Transfer Agency and Services Agreement ("Agreement") between the Trust and PFPC Inc. ("PFPC") (formerly known as First Data Investor Services Group, Inc.) dated as of June 1, 1997 is herewith amended to provide that PFPC shall be the transfer agent and dividend disbursing agent 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.

AND
Agreement and Plan of Reorganization • May 18th, 2001 • Galaxy Fund /De/ • Massachusetts
AMENDMENT NO. 10 TO TRANSFER AGENCY AND SERVICES AGREEMENT
Agency and Services Agreement • May 18th, 2001 • Galaxy Fund /De/
W I T N E S S E T H : - - - - - - - - - -
Credit Agreement • May 18th, 2001 • Galaxy Fund /De/ • New York
THE GALAXY FUND
Purchase Agreement • May 18th, 2001 • Galaxy Fund /De/
Amendment to GLOBAL CUSTODY AGREEMENT
Galaxy Fund /De/ • May 18th, 2001

This letter is to confirm that the undersigned, The Galaxy Fund (the "Trust"), a Massachusetts business trust, has agreed that the Global Custody Agreement ("Agreement") between the Trust and The Chase Manhattan Bank (formerly The Chase Manhattan Bank, N.A.) ("Chase") dated as of November 1, 1991 is herewith amended to provide that Chase shall be the custodian 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.

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