<PAGE>
DRINKER BIDDLE & REATH
1345 CHESTNUT STREET
PHILADELPHIA, PA 19107-3496
(215) 988-2700
November 15, 1995
VIA EDGAR TRANSMISSION
- - ----------------------
Securities and Exchange Commission
Judiciary Plaza
450 Fifth Street
Washington, D.C. 20454
RE: RULE 24F-2 NOTICE -
THE GALAXY FUND - FILE NO. 33-4806
----------------------------------
Ladies and Gentlemen:
On behalf of The Galaxy Fund (the "Trust"), enclosed please find the
Trust's Rule 24f-2 Notice on Form 24f-2 for the fiscal year ended October 31,
1995 and the Opinion of Counsel required by Rule 24f-2(b)(1) under the
Investment Company Act of 1940.
Pursuant to Rule 3A(T) of the Securities Act of 1933, the Trust has
sent payment of the registration fees by wire (No. 6878) to the Securities and
Exchange Commission in the amount of $110,104.69.
Sincerely,
/s/ Diana E. McCarthy
Diana E. McCarthy
cc: Mmes. Montgomery and Reynolds
<PAGE>
U.S. SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 24F-2
ANNUAL NOTICE OF SECURITIES SOLD
PURSUANT TO RULE 24F-2
READ INSTRUCTIONS AT END OF FORM BEFORE PREPARING FORM.
PLEASE PRINT OR TYPE.
1. Name and address of issuer:
The Galaxy Fund
440 Lincoln Street, MB 105
Worcester, MA 01653
2. Name of each series or class of funds for which this notice is filed:
Money Market Fund - Class A shares of beneficial interest
Tax-Exempt Fund - Class E shares of beneficial interest
Government Fund - Class B shares of beneficial interest
U.S. Treasury Fund - Class F shares of beneficial interest
Equity Value Fund - Class C shares of beneficial interest
Equity Growth Fund - Class H shares of beneficial interest
Equity Income Fund - Class I shares of beneficial interest
International Equity Fund - Class G shares of beneficial interest
Intermediate Bond Fund - Class D shares of beneficial interest
High Quality Bond Fund - Class J shares of beneficial interest
Short-Term Bond Fund - Class L shares of beneficial interest
Asset Allocation Fund - Class N shares of beneficial interest
Small Company Equity Fund - Class K shares of beneficial interset
Tax-Exempt Bond Fund - Class M shares of beneficial interest
New York Municipal Bond Fund - Class O shares of beneficial interest
Connecticut Municipal Bond Fund- Class P shares of beneficial interest
Massachusetts Municipal Bond Fund - Class Q shares of beneficial interest
Rhode Island Municipal Bond Fund - Class R shares of beneficial interest
Institutional Treasury Money Market Fund - Class S shares of beneficial
interest
Corporate Bond Fund - Class T shares of beneficial interest
3. Investment Company Act File Number: 811-4636
Securities Act File Number: 33-4806
4. Last day of fiscal year for which this notice is filed: October 31, 1995
5. Check box if this notice is being filed more than 180 days after the close
of the issuer's fiscal year for purposes of reporting securities sold after
the close of the fiscal year but before termination of the issuer's 24f-2
declaration:
[_]
<PAGE>
6. Date of termination of issuer's declaration under Rule 24f-2(a)(1), if
applicable: N/A
7. Number and amount of securities of the same class or series which had been
registered under the Securities Act of 1933 other than pursuant to Rule
24f-2 in a prior fiscal year, but which remained unsold at the beginning of
the fiscal year: None
8. Number and amount of securities registered during the fiscal year other
than pursuant to Rule 24f-2:
None
9. Number and aggregate sale price of securities sold during the fiscal year:
<TABLE>
<CAPTION>
Aggregate
Shares Dollar Amount
------ -------------
<S> <C> <C>
Money Market Fund 3,015,170,895 $3,015,170,895
Tax-Exempt Fund 231,860,768 231,860,768
Government Fund 2,560,962,130 2,560,962,130
U.S. Treasury Fund 563,491,737 563,491,737
Equity Value Fund 5,427,032 71,504,435
Equity Growth Fund 6,882,046 107,545,621
Equity Income Fund 2,222,785 30,686,599
International Equity Fund 3,512,728 44,510,572
Intermediate Bond Fund 3,071,436 30,778,111
High Quality Bond Fund 4,412,649 44,505,731
Short-Term Bond Fund 1,830,005 18,196,163
Asset Allocation Fund 3,259,160 38,831,603
Small Company Equity Fund 18,060,981 252,240,688
Tax-Exempt Bond Fund 1,467,994 15,374,590
New York Municipal Bond Fund 1,353,443 14,014,030
Connecticut Municipal Bond
Fund 365,731 3,593,182
Massachusetts Municipal
Bond Fund 718,177 6,873,584
Rhode Island Municipal Bond Fund 1,056,796 10,940,064
Institutional Treasury Money
Market Fund 1,683,995,336 1,683,995,336
Corporate Bond Fund 3,956,882 3,966,165
TOTAL 8,113,078,713 $8,784,742,004
</TABLE>
10. Number and aggregate sale price of securities sold during the fiscal year
in reliance upon registration pursuant to Rule 24f-2:
<TABLE>
<CAPTION>
Aggregate
Shares Dollar Amount
------ -------------
<S> <C> <C>
Money Market Fund 3,015,170,895 $3,015,170,895
Tax-Exempt Fund 231,860,768 231,860,768
Government Fund 2,560,962,130 2,560,962,130
U.S. Treasury Fund 563,491,737 563,491,737
Equity Value Fund 5,427,032 71,504,435
Equity Growth Fund 6,882,046 107,545,621
Equity Income Fund 2,222,785 30,686,599
International Equity Fund 3,512,728 44,510,572
Intermediate Bond Fund 3,071,436 30,778,111
High Quality Bond Fund 4,412,649 44,505,731
Short-Term Bond Fund 1,830,005 18,196,163
Asset Allocation Fund 3,259,160 38,831,603
Small Company Equity Fund 18,060,981 252,240,688
Tax-Exempt Bond Fund 1,467,994 15,374,590
New York Municipal Bond Fund 1,353,443 14,014,030
Connecticut Municipal Bond
Fund 365,731 3,593,182
Massachusetts Municipal
Bond Fund 718,177 6,873,584
Rhode Island Municipal Bond Fund 1,056,796 10,940,064
Institutional Treasury Money
Market Fund 1,683,995,336 1,683,995,336
Corporate Bond Fund 3,956,882 3,966,165
TOTAL 8,113,078,713 8,784,742,004
</TABLE>
11. Number and aggregate sale price of securities issued during the fiscal year
in connection with dividend reinvestment plans, if applicable: Included in
Item 9
<TABLE>
<CAPTION>
Aggregate
Shares Dollar Amount
------ -------------
<S> <C> <C>
Money Market Fund 27,821,184 $ 27,821,184
Tax-Exempt Fund 1,826,376 1,826,376
Government Fund 13,693,342 13,693,342
U.S. Treasury Fund 5,769,349 5,769,349
Equity Value Fund 1,820,555 21,853,513
Equity Growth Fund 535,966 7,680,827
Equity Income Fund 280,312 3,571,463
International Equity Fund 82,941 1,008,563
Intermediate Bond Fund 748,129 7,459,063
High Quality Bond Fund 646,229 6,512,393
Short-Term Bond Fund 270,195 2,668,970
Asset Allocation Fund 276,919 3,166,682
Small Company Equity Fund 95,275 1,115,273
Tax-Exempt Bond Fund 115,025 1,196,819
New York Municipal Bond Fund 148,112 1,532,026
Connecticut Municipal Bond
Fund 54,750 529,628
Massachusetts Municipal
Bond Fund 42,620 407,103
Rhode Island Municipal Bond Fund 11,026 115,793
Institutional Treasury Money
Market Fund 2,162,560 2,162,560
Corporate Bond Fund 195,224 2,040,905
TOTAL 56,596,089 $ 112,131,832
</TABLE>
<PAGE>
12. Calculation of registration fee:
<TABLE>
<S> <C> <C>
(i) Aggregate sale price of securities sold during
the fiscal year in reliance on Rule 24f-2 (from Item 10): $ 8,784,742,004
(ii) Aggregate price of shares issued in connection with 112,131,832
dividend reinvestment plans (from Item 11, if applicable):
(iii) Aggregate price of shares redeemed or repurchased during -8,346,350,400 **
the fiscal year (if applicable):
(iv) Aggregate price of shares redeemed or repurchased and +0
previously applied as a reduction to filing fees
pursuant to Rule 24e-2 (if applicable):
(v) Net aggregate price of securities sold and issued during 550,523,436
the fiscal year in reliance on Rule 24f-2 [line (i), plus
line (ii), less line (iii), plus line (iv)] (if applicable):
(vi) Multiplier prescribed by Section 6(b) of the Securities Act x 1/50 of 1%
of 1933 or other applicable law or regulation (see Instruction
C.6): "1/2900"
(vii) Fee due [line (i) or line (v) multiplied by line (vi)]: 110,104.69
===========
</TABLE>
Instruction: Issuers should complete lines (ii), (iii), (iv), and (v) only if
the form is being filed within 60 days after the close of the
issuer's fiscal year. See Instruction C.3.
13. Check box if fees are being remitted to the Commission's lockbox depository
as described in Section 3a of the Commission's Rules of Informal and Other
Procedures (17 CFR 202.3a).
[_]
Date of mailing or wire transfer of filing fees to the Commission's lockbox
depository:
SIGNATURES
This report has been signed below by the following persons on behalf of the
issuer and in the capacities and on the dates indicated.
By (Signature and Title)* /s/ Neil Forrest, Vice President
--------------------------------------------------
Neil Forrest, Vice President
---------------------------------------------------------------------------
Date November 15, 1995
-----------------------
*Please print the name and title of the signing officer below the
signature.
<TABLE>
<CAPTION>
Number of Shares Price of Shares
Redeemed or Redeemed or
** Repurchased Repurchased
---------------- ----------------
<S> <C> <S>
Money Market Fund 2,925,612,839 2,925,612,839
Tax-Exempt Fund 228,599,776 228,599,776
Government Fund 2,334,353,606 2,334,353,606
U.S. Treasury Fund 539,502,519 539,502,519
Equity Value Fund 6,129,632 80,977,166
Equity Growth Fund 7,896,365 120,288,775
Equity Income Fund 2,360,410 31,725,501
International Equity Fund 3,088,133 38,529,573
Intermediate Bond Fund 9,688,135 95,924,092
High Quality Bond Fund 4,808,114 47,783,220
Short-Term Bond Fund 3,070,273 30,198,852
Asset Allocation Fund 4,621,475 52,505,578
Small Company Equity Fund 17,436,601 242,600,832
Tax-Exempt Bond Fund 2,901,925 29,631,963
New York Municipal Bond Fund 2,122,004 21,522,669
Connecticut Municipal Bond Fund 691,069 6,513,962
Massachusetts Municipal Bond Fund 750,650 7,035,195
Rhode Island Municipal Bond Fund 51,043 532,877
Institutional Treasury Money Market Fund 1,505,704,152 1,505,704,152
Corporate Bond Fund 671,397 6,807,253
TOTAL 7,600,060,178 8,346,350,400
</TABLE>
<PAGE>
November 15, 1995
The Galaxy Fund
440 Lincoln Street
Worcester, MA 01605-1959
Re: Rule 24f-2 Notice for The Galaxy Fund
(Registration No. 33-4806)
---------------------------------------
Gentlemen:
We have acted as counsel for The Galaxy Fund, a Massachusetts business
trust (the "Trust") in connection with the registration of 3,042,992,079 of its
Class A Shares and Class A - Special Series 1 Shares, 2,574,655,472 of its
Class B Shares and Class B - Special Series 1 Shares, 7,247,587 of its Class C
Shares and Class C - Special Series 1 Shares, 3,819,565 of its Class D Shares
and Class D - Special Series 1 Shares, 233,687,144 of its Class E Shares and
Class E - Special Series 1 Shares, 569,261,086 of its Class F Shares and Class
F - Special Series 1 Shares, 3,595,669 of its Class G - Series 1 Shares and
Class G - Series 2 Shares, 7,418,012 of its Class H - Series 1 Shares and Class
H - Series 2 Shares, 2,503,097 of its Class I - Series 1 Shares and Class I -
Series 2 Shares, 5,058,878 of its Class J - Series 1 Shares and Class J -
Series 2 Shares, 18,156,256 of its Class K - Series 1 Shares and Class K -
Series 2 Shares, 2,100,200 of its Class L - Series 1 Shares and Class L -
Series 2 Shares, 1,583,019 of its Class M - Series 1 Shares and Class M -
Series 2 Shares, 3,536,079 of its Class N - Series 1 Shares and Class N -
Series 2 Shares, 1,501,555 of its Class O - Series 1 Shares and Class O -
Series 2 Shares, 420,481 of its Class P - Series 1 Shares and Class P - Series
2 Shares, 760,797 of its Class Q Series 1 Shares and Class Q - Series 2 Shares,
1,067,824 of its Class R - Series 2 Shares 1,686,157,896 of its Class S Shares
and 4,152,106 of its Class T - Series 1 Shares (collectively, the "Shares")
under the Securities Act of 1933, as amended. During the Trust's fiscal year
ended October 31, 1995, all of the foregoing Shares were registered pursuant to
Rule 24f-2 under the Investment Company Act of 1940, as amended. The Trust is
authorized to issue an unlimited number of shares of each class, with a par
value of $.001. We have reviewed the Trust's Declaration of Trust as amended,
its Code of Regulations, resolutions adopted by its Board of Trustees and
shareholders, and such other legal and factual matters as we have considered
necessary. We have relied on an opinion of Ropes & Gray, special Massachusetts
counsel to
<PAGE>
The GalaxyFund
November 15, 1995
Page Two
the Trust, insofar as our opinion below related to matters arising under the
laws of the Commonwealth of Massachusetts.
On the basis of and subject to the foregoing, we are of the opinion
that the foregoing Shares registered pursuant to Rule 24f-2 were, when issued
for payment as described in the Trust's prospectuses for such respective classes
of Shares, legally issued, fully paid, and non-assessable by the Trust.
Under Massachusetts law, shareholders of a Massachusetts business
trust could, under certain circumstances, be held personally liable for the
obligations of the trust. However, the Declaration of Trust disclaims
shareholder liability for acts or obligations of the Trust and requires that
notice of such disclaimer be given in each note, bond, contract, order or other
undertaking issued by or on behalf of the Trust or the Trustees relating to the
Trust or any class of shares of beneficial interest of the Trust. The
Declaration of Trust provides for indemnification out of the assets of the
particular class of shares for all loss and expense of any shareholder of that
class held personally liable solely by reason of his being or having been a
shareholder. Thus, the risk of a shareholder's incurring financial loss on
account of shareholder liability is limited to circumstances in which that class
of shares itself would be unable to meet its obligations.
We hereby consent to the filing of this opinion with the Securities
and Exchange Commission as part of the Trust's Rule 24f-2 Notice.
Very truly yours,
/s/ DRINKER BIDDLE & REATH
