<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 485,396,001 485,396,001
Government Fund 2,560,962,130 2,560,962,130
U.S. Treasury Fund 1,272,416,840 1,272,416,840
Equity Value Fund 5,427,032 71,504,435
Equity Growth Fund 6,882,045 107,545,621
Equity Income Fund 2,222,785 30,686,599
International Equity Fund 3,512,728 44,510,573
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 3,593,180
Massachusetts Municipal
Bond Fund 718,177 6,873,584
Rhode Island Municipal Bond Fund 1,056,796 10,940,054
Institutional Treasury Money
Market Fund 1,683,995,336 1,683,995,336
Corporate Bond Fund 3,956,883 39,666,165
TOTAL 9,075,539,047 $9,747,202,329
</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 485,396,001 485,396,001
Government Fund 2,560,962,130 2,560,962,130
U.S. Treasury Fund 1,272,416,840 1,272,416,840
Equity Value Fund 5,427,032 71,504,435
Equity Growth Fund 6,882,045 107,545,621
Equity Income Fund 2,222,785 30,686,599
International Equity Fund 3,512,728 44,510,573
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 3,593,180
Massachusetts Municipal
Bond Fund 718,177 6,873,584
Rhode Island Municipal Bond Fund 1,056,796 10,940,054
Institutional Treasury Money
Market Fund 1,683,995,336 1,683,995,336
Corporate Bond Fund 3,956,883 39,666,165
TOTAL 9,075,539,047 $9,747,202,329
</TABLE>
11. Number and aggregate sale price of securities issued during the fiscal year
in connection with dividend reinvestment plans, if applicable:
<TABLE>
<CAPTION>
Aggregate
Shares Dollar Amount
------ -------------
<S> <C> <C>
Money Market Fund 27,821,184 $ 27,821,184
Tax-Exempt Fund 3,602,947 3,602,947
Government Fund 13,693,342 13,693,342
U.S. Treasury Fund 13,037,178 13,037,178
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 65,640,489 $ 121,176,232
</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): $ 9,747,202,329
(ii) Aggregate price of shares issued in connection with 121,176,232
dividend reinvestment plans (from Item 11, if applicable):
(iii) Aggregate price of shares redeemed or repurchased during -9,193,464,446 **
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 674,914,115
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 1/29 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)]: $232,729.01
===========
</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: November 14, 1995; December 1, 1995 and December 6, 1995
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
--------------------------------------------------
Neil Forrest, Vice President
---------------------------------------------------------------------------
Date December 7, 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 452,282,998 452,282,998
Government Fund 2,334,353,606 2,334,353,606
U.S. Treasury Fund 1,162,933,354 1,162,933,354
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 38,529,574
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 4,621,474 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 2,122,064 21,522,668
Connecticut Municipal Bond Fund 691,069 6,513,962
Massachusetts Municipal Bond Fund 750,629 7,035,195
Rhode Island Municipal Bond Fund 51,043 532,866
Institutional Treasury Money Market Fund 1,505,704,152 1,505,704,152
Corporate Bond Fund 671,397 6,807,253
TOTAL 8,447,174,212 $9,193,464,446
</TABLE>
<PAGE>
DRINKER BIDDLE & REATH
Philadelphia National Bank Building
1345 Chestnut Street
Philadelphia, PA 19107
December 7, 1995
The Galaxy Fund
440 Lincoln Street
Worcester, MA 01605-1959
Re: Amended 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, 488,998,948 of its Class E Shares and
Class E - Special Series 1 Shares, 1,285,453,818 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, 7,418,011 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
forgoing 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,
<PAGE>
DRINKER BIDDLE & REATH
The Galaxy Fund
December 7, 1995
Page Two
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 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 forgoing 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
DRINKER BIDDLE & REATH
