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Exhibit (o)(1)
THE GALAXY FUND
("GALAXY")
AMENDED AND RESTATED
PLAN PURSUANT TO RULE 18f-3 FOR OPERATION OF
A MULTI-CLASS SYSTEM
I. INTRODUCTION
On February 23, 1995, the Securities and Exchange Commission
(the "Commission") promulgated Rule 18f-3 under the Investment Company Act of
1940, as amended (the "1940 Act"), which permits the creation and operation of a
multi-class distribution structure without the need to obtain an exemptive order
under Section 18 of the 1940 Act. Rule 18f-3, which became effective on April 3,
1995, requires an investment company to file with the Commission a written plan
specifying all of the differences among the classes, including the various
services offered to shareholders, the different distribution arrangements for
each class, the methods for allocating expenses relating to those differences
and any conversion features or exchange privileges. On May 25, 1995, the Board
of Trustees of Galaxy authorized Galaxy to operate its multi-class distribution
structure in compliance with Rule 18f-3. On October 10, 1995, Galaxy filed a
Plan pursuant to Rule 18f-3 for operation of a multi-class system (the "Prior
Plan"), which had been approved by the Board of Trustees of Galaxy on September
7, 1995, with the Commission. Prior to the filing of the Prior Plan, Galaxy
operated a multi-class distribution structure pursuant to an exemptive order
granted by the Commission on February 19, 1992. The Amended and Restated Plan
pursuant to Rule 18f-3 for operation of a multi-class system presented herewith,
which was approved by the Board of Trustees of Galaxy on December 14, 2000,
supersedes the Prior Plan and any subsequent Plans pursuant to Rule 18f-3
approved by the Board of Trustees of Galaxy prior to December 14, 2000.
II. ATTRIBUTES OF CLASSES
A. GENERALLY
EQUITY FUNDS
Galaxy shall offer (a) six classes of shares -- Retail A
Shares, Retail B Shares, Prime A Shares, Prime B Shares, BKB Shares and Trust
Shares -- in the Asset Allocation Fund, Growth and Income Fund and International
Equity Fund, (b) five classes of shares -- Retail A
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Shares, Retail B Shares, Prime A Shares, Prime B Shares and Trust Shares --
in the Equity Value Fund, Equity Growth Fund, Equity Income Fund, Small
Company Equity Fund, Small Cap Value Fund, Strategic Equity Fund and Pan Asia
Fund, (c) four classes of shares -- Retail A Shares, Retail B Shares, BKB
Shares and Trust Shares -- in the Growth Fund II, and (d) three classes of
shares -- Retail A Shares, Retail B Shares and Trust Shares -- in the MidCap
Equity Fund (each a "Fund" and collectively, the "Equity Funds").
BOND FUNDS
Galaxy shall offer (a) six classes of shares -- Retail A
Shares, Retail B Shares, Prime A Shares, Prime B Shares, BKB Shares and Trust
Shares -- in the Short-Term Bond Fund, Intermediate Government Income Fund and
High Quality Bond Fund, (b) five classes of shares -- Retail A Shares, Retail B
Shares, Prime A Shares, Prime B Shares and Trust Shares -- in the Tax-Exempt
Bond Fund, (c) four classes of shares -- Retail A Shares, Retail B Shares, BKB
Shares and Trust Shares -- in the Intermediate Tax-Exempt Bond Fund, Connecticut
Intermediate Municipal Bond Fund, Massachusetts Intermediate Municipal Bond Fund
and Rhode Island Municipal Bond Fund, (d) three classes of shares -- Retail A
Shares, Retail B Shares and Trust Shares -- in the New Jersey Municipal Bond
Fund, New York Municipal Bond Fund, Connecticut Municipal Bond Fund and
Massachusetts Municipal Bond Fund, and (e) two classes of shares -- Retail A
Shares and Trust Shares -- in the Corporate Bond Fund (each a "Fund" and
collectively, the "Bond Funds").
MONEY MARKET FUNDS
Galaxy shall offer (a) four classes of shares -- Retail A
Shares, Retail B Shares, BKB Shares and Trust Shares -- in the Money Market
Fund, (b) three classes of shares -- Retail A Shares, BKB Shares and Trust
Shares -- in the Tax-Exempt Fund and U.S. Treasury Fund, (c) three classes of
shares - Class I Shares, Class II Shares and Class III Shares -- in the
Institutional Money Market Fund and Institutional Treasury Money Market Fund,
(d) two classes of shares -- Retail A Shares and Trust Shares -- in the
Government Fund, and (e) two classes of shares -- Retail A Shares and Prime
Shares -- in the Connecticut Municipal Money Market Fund, Massachusetts
Municipal Money Market Fund and New York Municipal Money Market Fund (each a
"Fund" and collectively, the "Money Market Funds").
In general, shares of each class shall be identical except for
different expense variables (which will result in different returns for each
class), certain related rights and certain shareholder services. More
particularly, the Retail A Shares, the Retail B Shares, the Prime A Shares, the
Prime B Shares, the BKB Shares, the Prime Shares, the Trust Shares, the Class I
Shares, the Class II Shares and/or the Class III Shares of each Fund shall
represent interests in the same portfolio of investments of the particular Fund,
and shall be identical in all respects, except for: (a) the impact of (i)
expenses assessed to a class pursuant to the Shareholder Services Plan,
Distribution and Services Plan or Distribution Plan adopted for that class, (ii)
transfer agency expenses, and (iii) any other incremental expenses identified
from time to time that should be properly allocated to one class so long as any
changes in expense allocations are reviewed and approved by a vote of the Board
of Trustees, including a majority of the independent Trustees; (b) the fact that
(i) the Retail A Shares (other than Retail A Shares of the
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Pan Asia Fund) shall vote separately on any matter submitted to holders of
Retail A Shares that pertains to the Shareholder Services Plan adopted for
that class; (ii) the Retail A Shares of the Pan Asia Fund shall vote
separately on any matter submitted to holders of Retail A Shares of such Fund
that pertains to the Distribution Plan adopted for that class of that Fund;
(iii) the Retail B Shares shall vote separately on any matter submitted to
holders of Retail B Shares that pertains to the Distribution and Services
Plan adopted for that class; (iv) the Prime A Shares shall vote separately on
any matter submitted to holders of Prime A Shares that pertains to the
Distribution Plan adopted for that class; (v) the Prime B Shares shall vote
separately on any matter submitted to holders of Prime B Shares that pertains
to the Distribution and Services Plan adopted for that class; (vi) the Prime
Shares shall vote separately on any matter submitted to holders of Prime
Shares that pertains to the Distribution and Services Plan adopted for that
class; (vii) the BKB Shares shall vote separately on any matter submitted to
holders of BKB Shares that pertains to the Shareholder Services Plan adopted
for that class; (viii) the Trust Shares shall vote separately on any matter
submitted to holders of Trust Shares that pertains to the Shareholder
Services Plan adopted for that class; (ix) the Class II Shares shall vote
separately on any matter submitted to holders of Class II Shares that
pertains to the Shareholder Services Plan adopted for that class; (x) the
Class III Shares shall vote separately on any matter submitted to holders of
Class III Shares that pertains to the Shareholder Services Plan adopted for
that class; and (xi) each class shall vote separately on any matter submitted
to shareholders that pertains to the class expenses borne by that class; (c)
the exchange privileges of each class of shares; (d) the designation of each
class of shares; and (e) the different shareholder services relating to a
class of shares.
B. DISTRIBUTION ARRANGEMENTS, EXPENSES AND SALES CHARGES
1. EQUITY FUNDS
RETAIL A SHARES
Retail A Shares of the Equity Funds shall be offered
to individuals or corporations who submit a purchase application to Galaxy,
purchasing directly either for their own accounts or for the accounts of others
("Direct Investors") and shall be offered to FIS Securities, Inc., Fleet
Brokerage Securities, Inc., Fleet Securities, Inc., Fleet Enterprises, Inc.,
FleetBoston Financial Corporation, its affiliates, their correspondent banks and
other qualified banks, savings and loan associations and broker-dealers
("Institutions") who purchase the shares on behalf of their customers
("Customers") who are the beneficial owners of the shares.
Retail A Shares of the Equity Funds shall be subject
to a front-end sales charge which shall not exceed 5.75% of the offering price
of Retail A Shares of those Funds (subject to the reductions and exemptions
described in the prospectus and statement of additional information ("SAI") for
such Shares). When the aggregate offering price of Retail A Shares of the Equity
and Bond Funds purchased by an investor qualifies the investor to purchase such
Retail A Shares without payment of a front-end sales charge, a contingent
deferred sales charge of 1% may be imposed if such Retail A Shares are redeemed
within one year of purchase.
Retail A Shares of the Equity Funds (other than the
Pan Asia Fund) shall further be subject to a fee payable pursuant to the
Shareholder Services Plan adopted for that
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class of up to .25% (on an annualized basis) of the average daily net asset
value of Retail A Shares beneficially owned by Customers of Institutions.
Services provided by Institutions for such fee may include: (a) aggregating
and processing purchase and redemption requests and placing net purchase and
redemption orders with the distributor; (b) processing dividend payments from
an Equity Fund; (c) providing sub-accounting with respect to Retail A Shares
or the information necessary for sub-accounting; and (d) providing periodic
mailings to Customers.
Retail A Shares of the Equity Funds (other than the
Pan Asia Fund) shall further be subject to a separate fee payable pursuant to
the same Shareholder Services Plan adopted for that class of up to .25% (on an
annualized basis) of the average daily net asset value of Retail A Shares
beneficially owned by Customers of Institutions. Services provided by
Institutions for such separate fee may include: (a) providing Customers with
information as to their positions in Retail A Shares; (b) responding to Customer
inquiries; and (c) providing a service to invest the assets of Customers in
Retail A Shares.
Galaxy shall initially limit the total fees payable
by Retail A Shares of the Equity Funds (other than the Pan Asia Fund) pursuant
to the Shareholder Services Plan adopted for that class to an amount which shall
not initially exceed .30% (on an annualized basis) of the average daily net
asset value of Retail A Shares beneficially owned by Customers of Institutions.
Retail A Shares of the Pan Asia Fund shall be further
subject to a fee payable pursuant to the Distribution Plan adopted for that
class of that Fund for distribution expenses, which shall not initially exceed
.30% (on an annualized basis) of the average daily net asset value of such
Fund's outstanding Retail A Shares.
RETAIL B SHARES
Retail B Shares of the Equity Funds shall be offered
to Direct Investors and to Institutions who purchase the shares on behalf of
Customers who are the beneficial owners of the shares.
Retail B Shares of the Equity Funds, (i) if purchased
prior to January 1, 2001 and redeemed within six years of purchase or (ii) if
purchased on or after January 1, 2001 and redeemed within seven years of
purchase, shall be subject to a contingent deferred sales charge which shall not
initially exceed 5.00% of the original purchase price or redemption proceeds,
whichever is lower (subject to the reductions and exemptions described in the
prospectus and SAI for such Shares).
Retail B Shares of the Equity Funds shall be further
subject to a fee payable pursuant to the Distribution and Services Plan adopted
for that class (a) for distribution expenses, which shall not initially exceed
.65% (on an annualized basis) of the average daily net asset value of the Equity
Funds' respective outstanding Retail B Shares, (b) for shareholder liaison
services, which shall not initially exceed .25% (on an annualized basis) of the
average daily net assets attributable to Retail B Shares of the respective
Equity Funds that are owned of record or beneficially by customers of securities
dealers, brokers, financial institutions or other
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industry professionals ("Service Organizations") that provide shareholder
liaison services with respect to such customers' Retail B Shares, and (c) for
administrative support services, which shall not initially exceed .25% (on an
annualized basis) of the average daily net assets attributable to Retail B
Shares of the respective Equity Funds that are owned of record or
beneficially by customers of Service Organizations that provide
administrative support services with respect to such customers' Retail B
Shares.
Galaxy shall initially limit the total fees payable
by Retail B Shares of the Equity Funds for shareholder liaison services and
administrative support services pursuant to the Distribution and Services Plan
adopted for that class to an amount not to exceed .30% (.35% with respect to the
Pan Asia Fund) (on an annualized basis) of the average daily net asset value of
Retail B Shares owned of record or beneficially by customers of Service
Organizations.
Shareholder liaison services provided under the
Distribution and Services Plan means "personal service and/or the maintenance of
shareholder accounts" within the meaning of the Conduct Rules of the National
Association of Securities Dealers, Inc. ("NASD"), such as responding to customer
inquiries and providing information on their investments.
Administrative support services provided under the
Distribution and Services Plan may include, but are not limited to, (a) transfer
agent and subtransfer agent services for beneficial owners of Retail B Shares;
(b) aggregating and processing purchase and redemption orders; (c) providing
beneficial owners with statements showing their positions in Retail B Shares;
(d) processing dividend payments; (e) providing sub-accounting services for
Retail B Shares held beneficially; (f) forwarding shareholder communications,
such as proxies, shareholder reports, dividend and tax notices, and updating
prospectuses to beneficial owners; and (g) reviewing, tabulating and
transmitting proxies executed by beneficial owners.
PRIME A SHARES
Prime A Shares of the Equity Funds shall be offered
through selected broker-dealers to individual or institutional customers.
Prime A Shares of the Equity Funds shall be subject
to a front-end sales charge which shall not initially exceed 5.50% of the
offering price of Prime A Shares of those Funds (subject to the reductions and
exemptions described in the prospectus and SAI for such Shares). When the
aggregate offering price of Prime A Shares of the Equity and Bond Funds
purchased by an investor qualifies the investor to purchase such Prime A Shares
without payment of a front-end sales charge, a contingent deferred sales charge
of 1% may be imposed if such Prime A Shares are redeemed within one year of
purchase.
Prime A Shares of the Equity Funds shall further be
subject to a fee payable pursuant to the Distribution Plan adopted for that
class for distribution expenses, which shall not initially exceed .30% (on an
annualized basis) of the average daily net asset value of the Equity Funds'
respective outstanding Prime A Shares.
PRIME B SHARES
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Prime B Shares of the Equity Funds shall be offered
through selected broker-dealers to individual or institutional customers.
Prime B Shares of the Equity Funds, if redeemed
within six years of purchase, shall be subject to a contingent deferred sales
charge which shall not initially exceed 5.00% of the original purchase price or
redemption proceeds, whichever is lower (subject to the reductions and
exemptions described in the prospectus and SAI for such Shares).
Prime B Shares of the Equity Funds shall be further
subject to a fee payable pursuant to the Distribution and Services Plan adopted
for that class (a) for distribution expenses, which shall not initially exceed
.75% (on an annualized basis) of the average daily net asset value of the Equity
Funds' respective outstanding Prime B Shares, (b) for shareholder liaison
services, which shall not initially exceed .25% (on an annualized basis) of the
average daily net assets attributable to Prime B Shares of the respective Equity
Funds that are owned of record or beneficially by customers of securities
dealers, brokers, financial institutions or other industry professionals
("Service Organizations") that provide shareholder liaison services with respect
to such customers' Prime B Shares, and (c) for administrative support services,
which shall not initially exceed .25% (on an annualized basis) of the average
daily net assets attributable to Prime B Shares of the respective Equity Funds
that are owned of record or beneficially by customers of Service Organizations
that provide administrative support services with respect to such customers'
Prime B Shares.
Galaxy shall initially limit the total fees payable
by Prime B Shares of the Equity Funds for shareholder liaison services and
administrative support services pursuant to the Distribution and Services Plan
adopted for that class to an amount not to exceed .25% (on an annualized basis)
of the average daily net asset value of Prime B Shares owned of record or
beneficially by customers of Service Organizations.
Shareholder liaison services provided under the
Distribution and Services Plan means "personal service and/or the maintenance of
shareholder accounts" within the meaning of the Conduct Rules of the NASD, such
as responding to customer inquiries and providing information on their
investments.
Administrative support services provided under the
Distribution and Services Plan may include, but are not limited to, (a) transfer
agent and subtransfer agent services for beneficial owners of Prime B Shares;
(b) aggregating and processing purchase and redemption orders; (c) providing
beneficial owners with statements showing their positions in Prime B Shares; (d)
processing dividend payments; (e) providing subaccounting services for Prime B
Shares held beneficially; (f) forwarding shareholder communications, such as
proxies, shareholder reports, dividend and tax notices, and updating
prospectuses to beneficial owners; and (g) reviewing, tabulating and
transmitting proxies executed by beneficial owners.
BKB SHARES
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BKB Shares of the Equity Funds shall be issued to
retail shareholders of corresponding portfolios of the Boston 1784 Funds (the
"1784 Funds") in connection with the reorganization of the 1784 Funds into
Galaxy (the "Galaxy/1784 Reorganization"). Following the Galaxy/1784
Reorganization, BKB Shares of the Equity Funds shall be available for purchase
only by those shareholders who received BKB Shares in the Galaxy/1784
Reorganization.
BKB Shares of the Equity Funds shall not be subject
to a sales charge.
BKB Shares of the Equity Funds shall be subject to a
fee payable pursuant to the Shareholder Services Plan adopted for that class for
shareholder liaison services, which shall not initially exceed .25% (on an
annualized basis) of the average daily net asset value of BKB Shares
beneficially owned by Customers of Institutions. Services provided by
Institutions for such fee may include: (a) providing Customers with information
as to their positions in BKB Shares; (b) responding to Customer inquiries; and
(c) providing a service to invest the assets of Customers in BKB Shares.
BKB Shares of the Equity Funds shall be subject to a
separate fee payable pursuant to the same Shareholder Services Plan adopted for
that class for administrative support services, which shall not initially exceed
.25% (on an annualized basis) of the average daily net asset value of BKB Shares
beneficially owned by Customers of Institutions. Services provided by
Institutions for such separate fee may include: (a) aggregating and processing
purchase and redemption requests and placing net purchase and redemption orders
with the distributor; (b) processing dividend payments from an Equity Fund; (c)
providing sub-accounting with respect to BKB Shares or the information necessary
for sub-accounting; and (d) providing periodic mailings to Customers.
Galaxy shall initially limit the total fees payable
by BKB Shares of the Equity Funds pursuant to the Shareholder Services Plan
adopted for that class to an amount which shall not initially exceed .30% (on an
annualized basis) of the average daily net asset value of BKB Shares
beneficially owned by Customers of Institutions.
TRUST SHARES
Trust Shares of the Equity Funds shall be offered to
investors maintaining qualified accounts at bank and trust institutions,
including subsidiaries of FleetBoston Financial Corporation and to participants
in employer-sponsored defined contribution plans. Trust Shares of the
International Equity Fund also shall be offered to clients, members and
employees of Oechsle International Advisors, LLC, the sub-adviser to that Fund.
Trust Shares of the Equity Funds shall not be subject
to a sales charge and shall not initially be subject to the shareholder
servicing fee payable pursuant to the Shareholder Services Plan adopted but not
yet implemented with respect to that class.
2. BOND FUNDS
RETAIL A SHARES
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Retail A Shares of the Bond Funds shall be offered to
Direct Investors and shall be offered to Institutions who purchase shares on
behalf of Customers. As of the date of filing of this Plan with the Commission,
Retail A Shares of the Corporate Bond Fund shall not initially be offered to
investors.
Retail A Shares of the Bond Funds shall be subject to
a front-end sales charge which shall not exceed 4.75% of the offering price of
Retail A Shares of those Funds (subject to the reductions and exemptions
described in the prospectus and SAI for such Shares). When the aggregate
offering price of Retail A Shares of the Equity and Bond Funds purchased by an
investor qualifies the investor to purchase such Retail A Shares without payment
of a front-end sales charge, a contingent deferred sales charge of 1% may be
imposed if such Retail A Shares are redeemed within one year of purchase.
Retail A Shares of the Bond Funds shall further be
subject to a fee payable pursuant to the Shareholder Services Plan adopted for
that class of up to .15% (on an annualized basis) of the average daily net asset
value of Retail A Shares beneficially owned by Customers of Institutions.
Services provided by Institutions for such fee may include: (a) aggregating and
processing purchase and redemption requests and placing net purchase and
redemption orders with the distributor; (b) processing dividend payments from a
Bond Fund; (c) providing sub-accounting with respect to Retail A Shares or the
information necessary for sub-accounting; and (d) providing periodic mailings to
Customers.
Retail A Shares of the Bond Funds shall further be
subject to a separate fee payable pursuant to the same Shareholder Services Plan
adopted for that class of up to .15% (on an annualized basis) of the average
daily net asset value of Retail A Shares beneficially owned by Customers of
Institutions. Services provided by Institutions for such separate fee may
include: (a) providing Customers with information as to their positions in
Retail A Shares; (b) responding to Customer inquiries; and (c) providing a
service to invest the assets of Customers in Retail A Shares.
Galaxy shall initially limit the total fees payable
by Retail A Shares of the Bond Funds pursuant to the Shareholder Services Plan
adopted for that class to an amount which shall not initially exceed .15% (on an
annualized basis) of the average daily net asset value of Retail A Shares
beneficially owned by Customers of Institutions.
RETAIL B SHARES
Retail B Shares of the Bond Funds shall be offered to
Direct Investors and to Institutions who purchase the shares on behalf of
Customers who are the beneficial owners of the shares.
Retail B Shares of the Bond Funds, (i) if purchased
prior to January 1, 2001 and redeemed within six years of purchase or (ii) if
purchased on or after January 1, 2001 and redeemed within seven years of
purchase, shall be subject to a contingent deferred sales charge which shall not
initially exceed 5.0% of the original purchase price or redemption
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proceeds, whichever is lower (subject to the reductions and exemptions
described in the prospectus and SAI for such Shares).
Retail B Shares of the Bond Funds shall be further
subject to a fee payable pursuant to the Distribution and Services Plan adopted
for that class (a) for distribution expenses, which shall not initially exceed
.65% (on an annualized basis) of the average daily net asset value of the Bond
Funds' respective outstanding Retail B Shares, (b) for shareholder liaison
services, which shall not initially exceed .25% (on an annualized basis) of the
average daily net assets attributable to Retail B Shares of the respective Bond
Funds that are owned of record or beneficially by customers of securities
dealers, brokers, financial institutions or other industry professionals
("Service Organizations") that provide shareholder liaison services with respect
to such customers' Retail B Shares, and (c) for administrative support services,
which shall not initially exceed .25% (on an annualized basis) of the average
daily net assets attributable to Retail B Shares of the respective Bond Funds
that are owned of record or beneficially by customers of Service Organizations
that provide administrative support services with respect to such customers'
Retail B Shares.
Galaxy shall initially limit the total fees payable
by Retail B Shares of the Bond Funds for shareholder liaison services and
administrative support services pursuant to the Distribution and Services Plan
adopted for that class to an amount not to exceed .15% (on an annualized basis)
of the average daily net asset value of Retail B Shares owned of record or
beneficially by customers of Service Organizations.
Shareholder liaison services provided under the
Distribution and Services Plan means "personal service and/or the maintenance of
shareholder accounts" within the meaning of the Conduct Rules of the NASD, such
as responding to customer inquiries and providing information on their
investments.
Administrative support services provided under the
Distribution and Services Plan may include, but are not limited to, (a) transfer
agent and subtransfer agent services for beneficial owners of Retail B Shares;
(b) aggregating and processing purchase and redemption orders; (c) providing
beneficial owners with statements showing their positions in Retail B Shares;
(d) processing dividend payments; (e) providing subaccounting services for
Retail B Shares held beneficially; (f) forwarding shareholder communications,
such as proxies, shareholder reports, dividend and tax notices, and updating
prospectuses to beneficial owners; and (g) reviewing, tabulating and
transmitting proxies executed by beneficial owners.
PRIME A SHARES
Prime A Shares of the Bond Funds shall be offered
through selected broker-dealers to individual or institutional customers.
Prime A Shares of the Bond Funds shall be subject to
a front-end sales charge which shall not initially exceed 4.75% of the offering
price of Prime A Shares of those Funds (subject to the reductions and exemptions
described in the prospectus and SAI for such Shares). When the aggregate
offering price of Prime A Shares of the Equity and Bond Funds
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purchased by an investor qualifies the investor to purchase such Prime A
Shares without payment of a front-end sales charge, a contingent deferred
sales charge of 1% may be imposed if such Prime A Shares are redeemed within
one year of purchase.
Prime A Shares of the Bond Funds shall further be
subject to a fee payable pursuant to the Distribution Plan adopted for that
class for distribution expenses, which shall not initially exceed .30% (on an
annualized basis) of the average daily net asset value of the Bond Funds'
respective outstanding Prime A Shares.
PRIME B SHARES
Prime B Shares of the Bond Funds shall be offered
through selected broker-dealers to individual or institutional customers.
Prime B Shares of the Bond Funds, if redeemed within
six years of purchase, shall be subject to a contingent deferred sales charge
which shall not initially exceed 5.00% of the original purchase price or
redemption proceeds, whichever is lower (subject to the reductions and
exemptions described in the prospectus and SAI for such Shares).
Prime B Shares of the Bond Funds shall be further
subject to a fee payable pursuant to the Distribution and Services Plan adopted
for that class (a) for distribution expenses, which shall not initially exceed
.75% (on an annualized basis) of the average daily net asset value of the Bond
Funds' respective outstanding Prime B Shares, (b) for shareholder liaison
services, which shall not initially exceed .25% (on an annualized basis) of the
average daily net assets attributable to Prime B Shares of the respective Bond
Funds that are owned of record or beneficially by customers of securities
dealers, brokers, financial institutions or other industry professionals
("Service Organizations") that provide shareholder liaison services with respect
to such customers' Prime B Shares, and (c) for administrative support services,
which shall not initially exceed .25% (on an annualized basis) of the average
daily net assets attributable to Prime B Shares of the respective Bond Funds
that are owned of record or beneficially by customers of Service Organizations
that provide administrative support services with respect to such customers'
Prime B Shares.
Galaxy shall initially limit the total fees payable
by Prime B Shares of the Bond Funds for shareholder liaison services and
administrative support services pursuant to the Distribution and Services Plan
adopted for that class to an amount not to exceed .25% (on an annualized basis)
of the average daily net asset value of Prime B Shares owned of record or
beneficially by customers of Service Organizations.
Shareholder liaison services provided under the
Distribution and Services Plan means "personal service and/or the maintenance of
shareholder accounts" within the meaning of the Conduct Rules of the NASD, such
as responding to customer inquiries and providing information on their
investments.
Administrative support services provided under the
Distribution and Services Plan may include, but are not limited to, (a) transfer
agent and subtransfer agent services
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for beneficial owners of Prime B Shares; (b) aggregating and processing
purchase and redemption orders; (c) providing beneficial owners with
statements showing their positions in Prime B Shares; (d) processing dividend
payments; (e) providing subaccounting services for Prime B Shares held
beneficially; (f) forwarding shareholder communications, such as proxies,
shareholder reports, dividend and tax notices, and updating prospectuses to
beneficial owners; and (g) reviewing, tabulating and transmitting proxies
executed by beneficial owners.
BKB SHARES
BKB Shares of the Bond Funds shall be issued to
retail shareholders of corresponding portfolios of the 1784 Funds in connection
with the Galaxy/1784 Reorganization. Following the Galaxy/1784 Reorganization,
BKB Shares of the Bond Funds shall be available for purchase only by those
shareholders who received BKB Shares in the Galaxy/1784 Reorganization.
BKB Shares of the Bond Funds shall not be subject to
a sales charge.
BKB Shares of the Bond Funds shall be subject to a
fee payable pursuant to the Shareholder Services Plan adopted for that class for
shareholder liaison services, which shall not initially exceed .15% (on an
annualized basis) of the average daily net asset value of BKB Shares
beneficially owned by Customers of Institutions. Services provided by
Institutions for such fee may include: (a) providing Customers with information
as to their positions in BKB Shares; (b) responding to Customer inquiries; and
(c) providing a service to invest the assets of Customers in BKB Shares.
BKB Shares of the Bond Funds shall further be subject
to a separate fee payable pursuant to the same Shareholder Services Plan adopted
for that class for administrative support services, which shall not initially
exceed .15% (on an annualized basis) of the average daily net asset value of BKB
Shares beneficially owned by Customers of Institutions. Services provided by
Institutions for such separate fee may include: (a) aggregating and processing
purchase and redemption requests and placing net purchase and redemption orders
with the distributor; (b) processing dividend payments from a Bond Fund; (c)
providing sub-accounting with respect to BKB Shares or the information necessary
for sub-accounting; and (d) providing periodic mailings to Customers.
Galaxy shall initially limit the total fees payable
by BKB Shares of the Bond Funds pursuant to the Shareholder Services Plan
adopted for that class to an amount which shall not initially exceed .15% (on an
annualized basis) of the average daily net asset value of BKB Shares
beneficially owned by Customers of Institutions.
TRUST SHARES
Trust Shares of the Bond Funds shall be offered to
investors maintaining qualified accounts at bank and trust institutions,
including subsidiaries of FleetBoston Corporation and, with respect to each Bond
Fund other than the tax-exempt Bond Funds, to
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participants in employer-sponsored defined contribution plans. Trust Shares of
the Corporate Bond Fund shall also be offered to Direct Investors and to
Institutions who purchase shares on behalf of Customers. As of the date of
filing of this Plan with the Commission, Trust Shares of the Rhode Island
Municipal Bond Fund shall not initially be offered to investors.
Trust Shares of the Bond Funds shall not be subject
to a sales charge and shall not initially be subject to the shareholder
servicing fee payable pursuant to the Shareholder Services Plan adopted but not
yet implemented with respect to that class.
3. MONEY MARKET FUNDS
RETAIL A SHARES
Retail A Shares of the Money Market Funds shall be
offered to Direct Investors and shall be offered to Institutions who purchase
shares on behalf of Customers.
Retail A Shares of the Money Market Funds shall not
be subject to a sales charge.
Retail A Shares of the Money Market Funds shall be
subject to a shareholder servicing fee payable pursuant to the Shareholder
Services Plan adopted for that class of up to .25% (on an annualized basis) of
the average daily net asset value of the Retail A Shares beneficially owned by
Customers of Institutions.
Services provided by Institutions for such fee may
include: (a) aggregating and processing purchase and redemption requests and
placing net purchase and redemption orders with Galaxy's distributor; (b)
processing dividend payments from a Money Market Fund; (c) providing Customers
with information as to their position in BKB Shares; (d) providing
sub-accounting with respect to Retail A Shares or the information necessary for
sub-accounting; and (e) providing periodic mailings to Customers.
Galaxy shall initially limit the shareholder
servicing fee payable by Retail A Shares of the Money Market Funds pursuant to
the Shareholder Services Plan adopted for that class to an amount which shall
not initially exceed .10% (on an annualized basis) of the average daily net
asset value of Retail A Shares beneficially owned by Customers of Institutions.
RETAIL B SHARES
Retail B Shares of the Money Market Fund shall be
offered to Direct Investors and to Institutions who purchase the shares on
behalf of Customers who are the beneficial owners of the shares.
Retail B Shares of the Money Market Fund, if redeemed
within six years of purchase, shall be subject to a contingent deferred sales
charge which shall not initially exceed 5.0% of the original purchase price or
redemption proceeds, whichever is lower (subject to the reductions and
exemptions described in the prospectus and SAI for such Shares).
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Retail B Shares of the Money Market Fund shall be
further subject to a fee payable pursuant to the Distribution and Services Plan
adopted for that class (a) for distribution expenses, which shall not initially
exceed .65% (on an annualized basis) of the average daily net asset value of the
Money Market Fund's outstanding Retail B Shares, (b) for shareholder liaison
services, which shall not initially exceed .05% (on an annualized basis) of the
average daily net assets attributable to Retail B Shares of the Money Market
Fund that are owned of record or beneficially by customers of securities
dealers, brokers, financial institutions or other industry professionals
("Service Organizations") that provide shareholder liaison services with respect
to such customers' Retail B Shares, and (c) for administrative support services,
which shall not initially exceed .05% (on an annualized basis) of the average
daily net assets attributable to Retail B Shares of the Money Market Fund that
are owned of record or beneficially by customers of Service Organizations that
provide administrative support services with respect to such customers' Retail B
Shares.
Shareholder liaison services provided under the
Distribution and Services Plan means "personal service and/or the maintenance of
shareholder accounts" within the meaning of the Conduct Rules of the NASD, such
as responding to customer inquiries and providing information on their
investments.
Administrative support services provided under the
Distribution and Services Plan may include, but are not limited to, (a) transfer
agent and subtransfer agent services for beneficial owners of Retail B Shares;
(b) aggregating and processing purchase and redemption orders; (c) providing
beneficial owners with statements showing their positions in Retail B Shares;
(d) processing dividend payments; (e) providing sub-accounting services for
Retail B Shares held beneficially; (f) forwarding shareholder communications,
such as proxies, shareholder reports, dividend and tax notices, and updating
prospectuses to beneficial owners; and (g) reviewing, tabulating and
transmitting proxies executed by beneficial owners.
PRIME SHARES
Prime Shares of the Money Market Funds shall be
offered through selected broker-dealers to individual or institutional
customers.
Prime Shares of the Money Market Funds shall not be
subject to a sales charge.
Prime Shares of the Money Market Funds will be
subject to a fee payable pursuant to the Distribution and Services Plan adopted
for that class (a) for distribution expenses, which shall not initially exceed
.75% (on an annualized basis) of the average daily net asset value of the Money
Market Funds' respective outstanding Prime Shares, and (b) for administrative
support services, which shall not initially exceed .25% (on an annualized basis)
of the average daily net assets attributable to Prime Shares of the respective
Money Market Funds that are owned of record or beneficially by customers of
Service Organizations that provide administrative support services with respect
to such customers' Prime Shares.
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Administrative support services provided under the
Distribution and Services Plan may include, but are not limited to, (a)
processing dividend and distribution payments; (b) providing beneficial owners
with statements showing their positions in Prime Shares; (c) arranging for bank
wires; (d) responding to routine inquiries from beneficial owners concerning
their investments in Prime Shares; (e) providing subaccounting services for
Prime Shares; (f) forwarding shareholder communications, such as proxies,
shareholder reports, dividends and tax notices, and updating prospectuses to
beneficial owners; and (g) aggregating and processing purchase and redemption
orders and placing net purchase and redemption orders for beneficial owners.
BKB SHARES
BKB Shares of the Money Market Funds shall be issued
to retail shareholders of corresponding portfolios of the 1784 Funds in
connection with the Galaxy/1784 Reorganization. Following the Galaxy/1784
Reorganization, BKB Shares of the Money Market Funds shall be available for
purchase only by those shareholders who received BKB Shares in the Galaxy/1784
Reorganization.
BKB Shares of the Money Market Funds shall not be
subject to a sales charge.
BKB Shares of the Money Market Funds shall be subject
to a fee payable pursuant to the Shareholder Services Plan adopted for that
class for shareholder liaison and/or administrative support services, which
shall not initially exceed .25% (on an annualized basis) of the average daily
net asset value of BKB Shares beneficially owned by Customers of Institutions.
Services provided by Institutions for such fee may
include: (a) aggregating and processing purchase and redemption requests and
placing net purchase and redemption orders with the distributor; (b) processing
dividend payments from a Money Market Fund; (c) providing Customers with
information as to their position in BKB Shares; (d) providing sub-accounting
with respect to BKB Shares or the information necessary for sub-accounting; and
(e) providing periodic mailings to Customers.
Galaxy shall initially limit the fees payable by BKB
Shares of the Money Market Funds pursuant to the Shareholder Services Plan
adopted for that class to an amount which shall not initially exceed .10% (on an
annualized basis) of the average daily net asset value of BKB Shares
beneficially owned by Customers of Institutions.
TRUST SHARES
Trust Shares of the Money Market Funds shall be
offered to investors maintaining qualified accounts at bank and trust
institutions, including subsidiaries of FleetBoston Corporation, and with
respect to each Money Market Fund other than the Tax-Exempt Fund, to
participants in employer-sponsored defined contribution plans.
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<PAGE>
Trust Shares of the Money Market Funds shall not be
subject to a sales charge and shall not initially be subject to the shareholder
servicing fee payable pursuant to the Shareholder Services Plan adopted but not
yet implemented with respect to that class.
CLASS I SHARES
Class I Shares of the Money Market Funds shall be
offered to financial institutions, such as banks, savings and loan associations
and broker-dealers, including financial institutions affiliated with FleetBoston
Financial Corporation, that are purchasing shares of the Money Market Funds on
behalf of their Customers.
Class I Shares of the Money Market Funds shall not be
subject to a sales charge and shall not initially be subject to any distribution
or shareholder servicing fees.
CLASS II SHARES
Class II Shares of the Money Market Funds shall be
offered to financial institutions, such as banks, savings and loan associations
and broker-dealers, including financial institutions affiliated with FleetBoston
Financial Corporation, that are purchasing shares of the Money Market Funds on
behalf of their Customers.
Class II Shares of the Money Market Funds shall not
be subject to a sales charge.
Class II Shares of the Money Market Funds shall be
subject to a shareholder servicing fee payable pursuant to the Shareholder
Services Plan adopted for that class of up to .25% of the average daily net
asset value of the Class II Shares beneficially owned by Customers of Service
Organizations.
Services provided by Service Organizations for such
fee may include: (a) aggregating and processing purchase and redemption requests
and placing net purchase and redemption orders with Galaxy's distributor; (b)
processing dividend payments from a Money Market Fund; (c) providing Customers
with information as to their position in Class II Shares; (d) providing
sub-accounting with respect to Class II Shares or the information necessary for
sub-accounting; and (e) providing periodic mailings to Customers.
Galaxy shall initially limit the total fees payable
by Class II Shares of the Money Market Funds pursuant to the Shareholder
Services Plan adopted for that class to an amount which shall not initially
exceed .15% (on an annualized basis) of the average daily net asset value of
Class II Shares beneficially owned by Customers of Service Organizations.
CLASS III SHARES
Class III Shares of the Money Market Funds shall be
offered to financial institutions, such as banks, savings and loan associations
and broker-dealers, including financial
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institutions affiliated with FleetBoston Financial Corporation, that are
purchasing shares of the Money Market Funds on behalf of their Customers.
Class III Shares of the Money Market Funds shall not
be subject to a sales charge.
Class III Shares of the Money Market Funds shall be
subject to a shareholder servicing fee payable pursuant to the Shareholder
Services Plan adopted for that class of up to .25% of the average daily net
asset value of the Class III Shares beneficially owned by Customers of Service
Organizations.
Services provided by Service Organizations for such
fee may include: (a) aggregating and processing purchase and redemption requests
and placing net purchase and redemption orders with Galaxy's distributor; (b)
processing dividend payments from a Money Market Fund; (c) providing Customers
with information as to their position in Class III Shares; (d) providing
sub-accounting with respect to Class III Shares or the information necessary for
sub-accounting; and (e) providing periodic mailings to Customers.
C. EXCHANGE PRIVILEGES
RETAIL A SHARES
Holders of Retail A Shares generally shall be permitted to
exchange their Retail A Shares in a Fund for Retail A Shares of other Funds of
Galaxy or shares of other funds advised by Fleet Investment Advisors Inc. or its
affiliates in which the shareholders maintain an existing account. No additional
sales charge will be incurred when exchanging Retail A Shares of a Fund for
Retail A Shares of another Fund that imposes a sales charge. Galaxy shall not
initially charge any exchange fee.
RETAIL B SHARES
Holders of Retail B Shares generally shall be permitted to
exchange their Retail B Shares in a Fund for Retail B Shares of other Funds of
Galaxy without paying any exchange fee or contingent deferred sales charge at
the time the exchange is made.
PRIME A SHARES
Holders of Prime A Shares generally shall be permitted to
exchange their Prime A Shares in a Fund for Prime A Shares of other Funds of
Galaxy. No additional sales charge will be incurred when exchanging Prime A
Shares of a Fund for Prime A Shares of another Fund. Galaxy shall not initially
charge any exchange fee.
PRIME B SHARES
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Holders of Prime B Shares generally shall be permitted to
exchange their Prime B Shares in a Fund for Prime B Shares of other Funds of
Galaxy without paying any exchange fee or contingent deferred sales charge at
the time the exchange is made.
BKB SHARES
Holders of BKB Shares generally shall be permitted to exchange
their BKB Shares in a Fund for BKB Shares of other Funds of Galaxy. Galaxy shall
not initially charge any exchange fee.
PRIME SHARES
Galaxy shall not initially offer an exchange privilege to
holders of Prime Shares.
TRUST SHARES
Galaxy shall not initially offer an exchange privilege to
holders of Trust Shares.
CLASS I SHARES
Galaxy shall not initially offer an exchange privilege to
holders of Class I Shares.
CLASS II SHARES
Galaxy shall not initially offer an exchange privilege to
holders of Class II Shares.
CLASS III SHARES
Galaxy shall not initially offer an exchange privilege to
holders of Class III Shares.
D. CONVERSION FEATURES
RETAIL A SHARES
Galaxy shall not initially offer a conversion feature to
holders of Retail A Shares.
RETAIL B SHARES
Retail B Shares acquired by purchase generally shall convert
automatically to Retail A Shares, based on relative net asset value, (i) if
acquired by purchase prior to January 1, 2001, six years after the beginning of
the calendar month in which the Shares were purchased or (ii) if acquired by
purchase on or after January 1, 2001, eight years after the beginning of the
calendar month in which the Shares were purchased.
Retail B Shares acquired through a reinvestment of dividends
or distributions generally shall convert automatically to Retail A Shares, based
on relative net asset value, at the
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earlier of (a) six years after the beginning of the calendar month in which
the reinvestment occurred if the reinvestment occurred prior to January 1,
2001, (b) eight years after the beginning of the calendar month in which the
reinvestment occurred if the reinvestment occurred on or after January 1,
2001, or (c) the date of the most recently purchased Retail B Shares that
were not acquired through reinvestment of dividends or distributions.
PRIME A SHARES
Galaxy shall not initially offer a conversion feature to
holders of Prime A Shares.
PRIME B SHARES
Prime B Shares acquired by purchase generally shall convert
automatically to Prime A Shares, based on relative net asset value, eight years
after the beginning of the calendar month in which the Shares were purchased.
Prime B Shares acquired through a reinvestment of dividends or
distributions generally shall convert automatically to Prime A Shares, based on
relative net asset value, at the earlier of (a) eight years after the beginning
of the calendar month in which the reinvestment occurred or (b) the date of the
most recently purchased Prime B Shares that were not acquired through
reinvestment of dividends or distributions.
BKB SHARES
BKB Shares generally shall convert to Retail A Shares, based
on relative net asset value, one year after the date of the Galaxy/1784
Reorganization, provided that Galaxy's Board of Trustees has determined that
such conversion is in the best interest of the holders of BKB Shares.
PRIME SHARES
Galaxy shall not initially offer a conversion feature to
holders of Prime Shares.
TRUST SHARES
Galaxy shall not initially offer a conversion feature to
holders of Trust Shares.
CLASS I SHARES
Galaxy shall not initially offer a conversion feature to
holders of Class I Shares.
CLASS II SHARES
Galaxy shall not initially offer a conversion feature to
holders of Class II Shares.
CLASS III SHARES
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Galaxy shall not initially offer a conversion feature to
holders of Class III Shares.
E. SHAREHOLDER SERVICES
1. RETIREMENT PLANS
RETAIL A SHARES, RETAIL B SHARES AND BKB SHARES
Galaxy shall initially make Retail A Shares, Retail B
Shares and BKB Shares of the Funds (other than the tax-exempt Funds) available
for purchase in connection with the following tax-deferred prototype retirement
plans: individual retirement accounts, simplified employee pension plans,
multi-employee retirement plans and Keogh plans.
PRIME A SHARES, PRIME B SHARES, PRIME SHARES, TRUST
SHARES, CLASS I SHARES, CLASS II SHARES AND CLASS III
SHARES
Galaxy shall not initially make Prime A Shares, Prime
B Shares, Prime Shares, Trust Shares, Class I Shares, Class II Shares or Class
III Shares of the Funds available for purchase in connection with any retirement
plans.
2. CHECKWRITING PRIVILEGE
RETAIL A SHARES, RETAIL B SHARES AND BKB SHARES -
MONEY MARKET FUNDS
Galaxy shall initially offer a checkwriting privilege
to holders of Retail A Shares, Retail B Shares and/or BKB Shares of the Money
Market Funds. A charge for use of the checkwriting privilege may be imposed by
Galaxy.
RETAIL A SHARES, RETAIL B SHARES AND BKB SHARES -
EQUITY FUNDS AND BOND FUNDS
Galaxy shall not initially offer a checkwriting
privilege to holders of Retail A Shares, Retail B Shares or BKB Shares of the
Equity or Bond Funds.
PRIME A SHARES, PRIME B SHARES, PRIME SHARES, TRUST
SHARES, CLASS I SHARES, CLASS II SHARES AND CLASS III
SHARES
Galaxy shall not initially offer a checkwriting
privilege to holders of Prime A Shares, Prime B Shares, Prime Shares, Trust
Shares, Class I Shares, Class II Shares or Class III Shares.
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3. AUTOMATIC INVESTMENT PROGRAM
RETAIL A SHARES, RETAIL B SHARES AND BKB SHARES
Direct Investors (with respect to Retail A Shares and
Retail B Shares) and all investors (with respect to BKB Shares) shall initially
be offered an automatic investment program whereby a Direct Investor (with
respect to Retail A Shares and Retail B Shares) or an investor (with respect to
BKB Shares) generally may purchase Retail A Shares, Retail B Shares and/or BKB
Shares, as the case may be, of a Fund on a monthly or quarterly basis by having
a specific amount of money debited from his/her account at a financial
institution.
Galaxy shall not initially offer an automatic
investment program to Customers of Institutions.
PRIME A SHARES, PRIME B SHARES, PRIME SHARES, TRUST
SHARES, CLASS I SHARES, CLASS II SHARES AND CLASS III
SHARES
Galaxy shall not initially offer an automatic
investment program to holders of Prime A Shares, Prime B Shares, Prime Shares,
Trust Shares, Class I Shares, Class II Shares or Class III Shares.
4. SYSTEMATIC WITHDRAWAL PLAN
RETAIL A SHARES, RETAIL B SHARES AND BKB SHARES
Direct Investors (with respect to Retail A Shares and
Retail B Shares) and all investors (with respect to BKB Shares) shall initially
be offered a systematic withdrawal plan which, in general, shall permit a Direct
Investor (with respect to Retail A Shares and Retail B Shares) or an investor
(with respect to BKB Shares) to automatically redeem Retail A Shares, Retail B
Shares and/or BKB Shares, as the case may be, on a monthly, quarterly,
semi-annual or annual basis.
Galaxy shall not initially offer a systematic
withdrawal plan to Customers of Institutions.
PRIME A SHARES, PRIME B SHARES, PRIME SHARES, TRUST
SHARES, CLASS I SHARES, CLASS II SHARES AND CLASS III
SHARES
Galaxy shall not initially offer a systematic
withdrawal plan to holders of Prime A Shares, Prime B Shares, Prime Shares,
Trust Shares, Class I Shares, Class II Shares or Class III Shares.
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5. COLLEGE INVESTMENT PROGRAM
RETAIL A SHARES, RETAIL B SHARES AND BKB SHARES
Direct Investors (with respect to Retail A Shares and
Retail B Shares) and all investors (with respect to BKB Shares) shall initially
be offered a college investment program whereby a Direct Investor (with respect
to Retail A Shares and Retail B Shares) or an investor (with respect to BKB
Shares) may purchase Retail A Shares, Retail B Shares and/or BKB Shares of a
Fund as a means to finance a college savings plan.
Galaxy shall not initially offer a college investment
program to Customers of Institutions.
PRIME A SHARES, PRIME B SHARES, PRIME SHARES, TRUST
SHARES, CLASS I SHARES, CLASS II SHARES AND CLASS III
SHARES
Galaxy shall not initially offer a college investment
program to holders of Prime A Shares, Prime B Shares, Prime Shares, Trust
Shares, Class I Shares, Class II Shares or Class III Shares.
6. DIRECT DEPOSIT PROGRAM
RETAIL A SHARES, RETAIL B SHARES AND BKB SHARES
Direct Investors (with respect to Retail A Shares and
Retail B Shares) and all investors (with respect to BKB Shares) receiving social
security benefits shall initially be eligible for a direct deposit program
whereby a Direct Investor (with respect to Retail A Shares and Retail B Shares)
or an investor (with respect to BKB Shares) generally may purchase Retail A
Shares, Retail B Shares and/or BKB Shares of a Fund by having social security
payments automatically deposited into his or her Fund account.
Galaxy shall not initially offer a direct deposit
program to Customers of Institutions.
PRIME A SHARES, PRIME B SHARES, PRIME SHARES, TRUST
SHARES, CLASS I SHARES, CLASS II SHARES AND CLASS III
SHARES
Galaxy shall not initially offer a direct deposit
program to holders of Prime A Shares, Prime B Shares, Prime Shares, Trust
Shares, Class I Shares, Class II Shares or Class III Shares.
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7. INFORMATION SERVICES
RETAIL A SHARES, RETAIL B SHARES AND BKB SHARES
Holders of Retail A Shares, Retail B Shares and BKB
Shares shall initially be able to obtain Fund performance and investment
information 24 hours a day, 7 days a week by telephoning the Galaxy Information
Center - 24 Hour Information Service.
Galaxy shall initially offer Direct Investors (with
respect to Retail A Shares and Retail B Shares) and all investors (with respect
to BKB Shares) a Voice Response System which, in general, will provide a Direct
Investor (with respect to Retail A Shares and Retail B Shares) or an investor
(with respect to BKB Shares) with automated telephone access to Fund and account
information and the ability to make telephone exchanges and redemptions. Galaxy
shall not initially offer Customers of Institutions a voice response system.
Galaxy shall initially offer Direct Investors (with
respect to Retail A Shares and Retail B Shares) and all investors (with respect
to BKB Shares) a Galaxy Shareholder Services telephone number which, in general,
will provide a Direct Investor (with respect to Retail A Shares and Retail B
Shares) or an investor (with respect to BKB Shares) with account information and
recent exchange transaction information. Galaxy shall not initially offer
Customers of Institutions a shareholder services telephone number.
PRIME A SHARES, PRIME B SHARES, PRIME SHARES, TRUST
SHARES, CLASS I SHARES, CLASS II SHARES AND CLASS III
SHARES
Galaxy shall initially offer holders of Prime A
Shares, Prime B Shares, Prime Shares, Trust Shares, Class I Shares, Class II
Shares and Class III Shares a telephone number to call for applications and
information concerning initial purchases and current performance and a telephone
number to call for additional purchases, redemptions, exchanges and other
shareholder services.
Galaxy shall initially offer holders of Trust Shares
in the Corporate Bond Fund the information services described for Retail Shares.
8. PAYROLL DEDUCTION PROGRAM
RETAIL A SHARES, RETAIL B SHARES AND BKB SHARES
Direct Investors (with respect to Retail A Shares and
Retail B Shares) and all investors (with respect to BKB Shares) shall initially
be offered a payroll deduction program whereby a Direct Investor (with respect
to Retail A Shares and Retail B Shares) or an investor (with respect to BKB
Shares) may purchase Retail A Shares, Retail B Shares and/or BKB Shares of a
Fund each pay period by having a specific amount of money debited from his/her
paycheck.
Galaxy shall not initially offer a payroll deduction
program to Customers of Institutions.
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PRIME A SHARES, PRIME B SHARES, PRIME SHARES, TRUST
SHARES, CLASS I SHARES, CLASS II SHARES AND CLASS III
SHARES
Galaxy shall not initially offer a payroll deduction
program to holders of Prime A Shares, Prime B Shares, Prime Shares, Trust
Shares, Class I Shares, Class II Shares or Class III Shares.
F. METHODOLOGY FOR ALLOCATING EXPENSES AMONG CLASSES
Class-specific expenses of a Fund shall be allocated to the
specific class of shares of that Fund. Non-class-specific expenses of a Fund
shall be allocated in accordance with Rule 18f-3(c) under the 1940 Act.
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