<PAGE> 1
U.S. SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 24F-2
ANNUAL NOTICE OF SECURITIES SOLD
PURSUANT TO RULE 24f-2
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 Government Income 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 interest
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
Growth and Income Fund - Class U shares of beneficial interest
Connecticut Municipal Money Market Fund - Class V shares of beneficial
interest
Massachusetts Municipal Money Market Fund - Class W shares of
beneficial interest
Small Cap Value Fund - Class X 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,
1996
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> 2
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: 173,914,870 shares, $479,958,405
(aggregate dollar amount)
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 6,063,296,647 $ 6,063,285,565
Tax-Exempt Fund 544,577,339 544,577,339
Government Fund 2,284,493,713 2,284,493,713
U.S. Treasury Fund 1,737,653,638 1,737,653,638
Equity Value Fund 5,279,316 78,140,482
Equity Growth Fund 11,609,949 212,050,375
Equity Income Fund 3,657,213 58,604,624
International Equity Fund 9,218,594 127,355,617
Intermediate Government
Income Fund 10,005,437 101,538,804
High Quality Bond Fund 5,938,073 62,239,432
Short-Term Bond Fund 9,121,083 91,321,903
Asset Allocation Fund 8,204,424 112,307,434
Small Company Equity Fund 28,721,561 540,955,491
Tax-Exempt Bond Fund 2,039,644 21,851,355
New York Municipal Bond Fund 1,110,389 11,924,284
Connecticut Municipal Bond
Fund 1,379,322 13,919,118
Massachusetts Municipal
Bond Fund 2,329,328 23,175,844
Rhode Island Municipal
Bond Fund 688,695 7,329,224
Institutional Treasury Money
Market Fund 1,824,149,469 1,824,149,469
Corporate Bond Fund 10,285,700 108,802,753
Growth and Income Fund 25,788,020 318,688,908
Connecticut Municipal Money
Market Fund 348,429,869 348,429,869
Massachusetts Municipal Money
Market Fund 109,034,987 109,034,987
Small Cap Value Fund 14,935,618 186,724,022
TOTAL 13,061,948,028 $ 14,988,554,250
============== ================
</TABLE>
<PAGE> 3
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 6,063,296,647 $ 6,063,285,565
Tax-Exempt Fund 544,577,339 544,577,339
Government Fund 2,284,493,713 2,284,493,713
U.S. Treasury Fund 1,737,653,638 1,737,653,638
Equity Value Fund 5,279,316 78,140,482
Equity Growth Fund 11,609,949 212,050,375
Equity Income Fund 3,657,213 58,604,624
International Equity Fund 9,218,594 127,355,617
Intermediate Government
Income Fund 10,005,437 101,538,804
High Quality Bond Fund 5,938,073 62,239,432
Short-Term Bond Fund 9,121,083 91,321,903
Asset Allocation Fund 8,204,424 112,307,434
Small Company Equity Fund 28,721,561 540,955,491
Tax-Exempt Bond Fund 2,039,644 21,851,355
New York Municipal Bond Fund 1,110,389 11,924,284
Connecticut Municipal Bond
Fund 1,379,322 13,919,118
Massachusetts Municipal
Bond Fund 2,329,328 23,175,844
Rhode Island Municipal Bond Fund 688,695 7,329,224
Institutional Treasury Money
Market Fund 1,824,149,469 1,824,149,469
Corporate Bond Fund 10,285,700 108,802,753
Growth and Income Fund 25,788,020 318,688,908
Connecticut Municipal Money
Market Fund 348,429,869 348,429,869
Massachusetts Municipal Money
Market Fund 109,034,987 109,034,987
Small Cap Value Fund 14,935,618 186,724,022
TOTAL 13,061,948,028 $ 14,988,554,250
============== ================
</TABLE>
<PAGE> 4
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 44,952,727 $ 44,952,727
Tax-Exempt Fund 3,719,969 3,719,969
Government Fund 15,515,154 15,515,154
U.S. Treasury Fund 16,540,920 16,540,920
Equity Value Fund 1,491,594 20,687,142
Equity Growth Fund 572,652 10,324,163
Equity Income Fund 474,893 7,353,331
International Equity Fund 178,975 2,355,308
Intermediate Government
Income Fund 654,595 6,615,423
High Quality Bond Fund 632,173 6,609,955
Short-Term Bond Fund 278,157 2,780,485
Asset Allocation Fund 394,012 5,312,841
Small Company Equity Fund 70,625 1,155,031
Tax-Exempt Bond Fund 97,804 1,051,247
New York Municipal Bond Fund 143,196 1,537,964
Connecticut Municipal Bond
Fund 72,847 736,502
Massachusetts Municipal
Bond Fund 84,657 839,102
Rhode Island Municipal Bond Fund 28,196 299,394
Institutional Treasury Money
Market Fund 1,914,180 1,914,180
Corporate Bond Fund 289,501 3,047,222
Growth and Income Fund 80,852 1,081,560
Connecticut Municipal Money
Market Fund 1,729,092 1,729,092
Massachusetts Municipal Money
Market Fund 626,085 626,085
Small Cap Value Fund 5,155 66,775
TOTAL 90,548,011 $ 156,851,572
========== =============
</TABLE>
<PAGE> 5
12. Calculation of registration fee:
<TABLE>
<S> <C> <C>
(i) Aggregate sale price of securities sold during the fiscal
the fiscal year in reliance on Rule 24f-2 (from Item 10): $ 14,988,554,250
----------------
(ii) Aggregate price of shares issued in connection with
dividend reinvestment plans (from Item 11, if applicable): + 156,851,572
----------------
(iii) Aggregate price of shares redeemed or repurchased during
the fiscal year (if applicable): - 13,054,359,822**
----------------
(iv) Aggregate price of shares redeemed or repurchased and
previously applied as a reduction to filing fees
pursuant to Rule 24e-2 (if applicable): + 0
----------------
(v) Net aggregate price of securities sold and issued during
the fiscal year in reliance on Rule 24f-2 [line (i), plus
line (ii), less line (iii), plus line (iv)] (if applicable): 2,091,046,000
----------------
(vi) Multiplier prescribed by Section 6(b) of the Securities Act
of 1933 or other applicable law or regulation (see Instruction
C.6): "1/3300" x 1/33 of 1%
--------------
(vii) Fee due [line (i) or line (v) multiplied by line (vi)]: 633,650.30
=============
</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).
[x]
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
----------------------------------
Neil Forrest, Vice President
-----------------------------------------------------------
Date December 20, 1996
------------------------
*Please print the name and title of the signing officer below the
signature.
<PAGE> 6
<TABLE>
<CAPTION>
** Number of Shares Price of Shares
Redeemed or Redeemed or
Repurchased Repurchased
----------- -----------
<S> <C> <C>
Money Market Fund 4,940,476,858 $ 4,939,476,857
Tax-Exempt Fund 554,197,211 554,197,211
Government Fund 2,239,360,909 2,239,360,909
U.S. Treasury Fund 1,546,403,661 1,546,403,661
Equity Value Fund 4,448,459 65,656,761
Equity Growth Fund 6,506,955 121,989,603
Equity Income Fund 1,673,611 26,866,168
International Equity Fund 3,799,064 52,614,799
Intermediate Government
Income Fund 7,335,636 74,197,959
High Quality Bond Fund 4,799,306 50,247,062
Short-Term Bond Fund 6,829,661 68,400,662
Asset Allocation Fund 3,735,359 51,335,031
Small Company Equity Fund 22,974,130 431,597,424
Tax-Exempt Bond Fund 1,308,589 14,025,480
New York Municipal Bond Fund 1,426,116 15,275,915
Connecticut Municipal Bond
Fund 722,039 7,274,476
Massachusetts Municipal
Bond Fund 1,036,666 10,254,885
Rhode Island Municipal Bond Fund 335,169 3,539,747
Institutional Treasury Money
Market Fund 1,831,804,833 1,831,804,833
Corporate Bond Fund 3,827,076 40,160,472
Growth and Income Fund 6,360,566 83,263,067
Connecticut Municipal Money
Market Fund 239,605,453 239,605,453
Massachusetts Municipal Money
Market Fund 62,582,602 62,582,602
Small Cap Value Fund 3,304,149 44,270,380
TOTAL 11,494,854,078 $ 12,574,401,417
============== ================
</TABLE>
As set forth in Item 8, Registrant also registered 173,914,870 shares pursuant
to Rule 24e-2 during the fiscal year, representing an aggregate dollar amount
of $479,958,405.
<PAGE> 7
Law Offices
DRINKER BIDDLE & REATH
Philadelphia National Bank Building
1345 Chestnut Street
Philadelphia, Pennsylvania 19107-3496
December 20, 1996
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 6,108,249,374 of its Class A Shares and Class A - Special Series 1 Shares,
2,300,008,867 of its Class B Shares and Class B - Special Series 1 Shares,
6,770,910 of its Class C Shares and Class C - Special Series 1 Shares,
10,660,032 of its Class D Shares and Class D - Special Series 1 Shares,
548,297,308 of its Class E Shares and Class E - Special Series 1 Shares,
1,754,194,558 of its Class F Shares and Class F - Special Series 1 Shares,
9,397,569 of its Class G - Series 1 Shares and Class G - Series 2 Shares,
12,182,601 of its Class H - Series 1 Shares and Class H - Series 2 Shares,
4,132,106 of its Class I - Series 1 Shares and Class I - Series 2 Shares,
6,570,246 of its Class J - Series 1 Shares and Class J - Series 2 Shares,
28,792,186 of its Class K - Series 1 Shares and Class K - Series 2 Shares,
9,399,240 of its Class L - Series 1 Shares and Class L - Series 2 Shares,
2,137,448 of its Class M - Series 1 Shares and Class M - Series 2 Shares,
8,598,436 of its Class N - Series 1 Shares and Class N - Series 2 Shares,
1,253,585 of its Class O - Series 1 Shares and Class O - Series 2 Shares,
1,452,169 of its Class P- Series 1 Shares and Class P - Series 2 Shares,
2,413,985 of its Class Q Series 1 Shares and Class Q - Series 2 Shares, 716,891
of its Class R - Series 2 Shares, 1,826,063,649 of its Class S Shares,
10,575,201 of its Class T - Series 1 Shares, 25,868,872
<PAGE> 8
The Galaxy Fund
December 20, 1996
Page Two
of its Class U- Series 1 Shares and Class U - Series 2 Shares, 360,158,961 of
its Class V Shares, 14,940,773 of its Class W Shares and 109,661,072 of its
Class X - Series 1 Shares and Class X - Series 2 Shares (collectively, the
"Shares") under the Securities Act of 1933, as amended. During the Trust's
fiscal year ended October 31, 1996, 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 the Trust, insofar as our opinion below relates 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.
<PAGE> 9
The Galaxy Fund
December 20, 1996
Page Two
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
