<PAGE>
Exhibit (a)(22)
THE GALAXY FUND
(A Massachusetts Business Trust)
CERTIFICATE OF CLASSIFICATION OF SHARES
I, W. Bruce McConnel, III, do hereby certify as follows:
(1) That I am the duly elected Secretary of The Galaxy Fund
("Galaxy");
(2) That in such capacity I have examined the records of
actions taken by the Board of Trustees of the Trust (i) at the regular meeting
of the Board held on May 25, 2000.
(3) That the following resolutions were duly adopted at the
meeting by the Board of Trustees of the Trust:
RESOLVED, that pursuant to Section 5.1 of Galaxy's
Declaration of Trust, an unlimited number of authorized and
unissued shares of beneficial interest in Galaxy be, and
hereby are, classified into two additional separate series
of shares which shall be designated Class NN - Series 4 and
Class NN - Series 5, both series representing interests in
the Pan Asia Fund;
FURTHER RESOLVED, that all consideration received by
Galaxy for the issue or sale of Class NN - Series 4 shares
shall be invested and reinvested with the consideration
received by Galaxy for the issue and sale of Class NN-
Series 5 shares and any other shares of beneficial interest
in Galaxy now or hereafter designated as Class NN shares
(irrespective of whether said shares have been designated as
part of a series of said class and, if so designated,
irrespective of the particular series designation), together
with all income, earnings, profits and proceeds thereof,
including any proceeds derived from the sale, exchange or
liquidation thereof, any funds or payments derived from any
reinvestment of such proceeds in whatever form the same may
be, and any general assets of Galaxy allocated to Class NN
shares (irrespective of series designation) by the Board of
Trustees in accordance with Galaxy's Declaration of Trust,
and each Class NN - Series 4 share and Class NN - Series 5
share shall share in proportion to their respective net
asset values with each such other share in such
consideration and other assets, income, earnings, profits
and proceeds thereof, including any proceeds derived from
the sale, exchange or liquidation thereof, and any assets
derived from any reinvestment of such proceeds in whatever
form;
FURTHER RESOLVED, that each Class NN - Series 4 share
and Class NN - Series 5 share newly classified hereby shall
have all of the preferences,
<PAGE>
conversion and other rights, voting powers, restrictions,
limitations as to dividends, qualifications and terms and
conditions of redemption accorded shares of beneficial
interest in Galaxy now or hereinafter designated as Class NN
shares (irrespective of series designation); and
FURTHER RESOLVED, that each Class NN - Series 4 share
and each Class NN Series 5 share shall be charged in
proportion to their respective net asset values with each
other share of beneficial interest in Galaxy now or
hereafter designated as a Class NN share (irrespective of
whether said share has been designated as part of a series
of said class and, if so designated, irrespective of the
particular series designation) with the expenses and
liabilities of Galaxy in respect of Class NN shares
(irrespective of series designation) and in respect of any
general expenses and liabilities of Galaxy allocated to
Class NN shares by the Board of Trustees in accordance with
Galaxy's Declaration of Trust; PROVIDED, HOWEVER, that to
the extent permitted by rule or order of the Securities and
Exchange Commission and as the Board of Trustees may from
time to time determine:
(a) only Class NN - Series 4 shares shall bear the expenses and
liabilities relating to any agreements or arrangements
entered into by or on behalf of Galaxy pursuant to which an
organization or other person agrees to provide services
exclusively with respect to shares of Class NN - Series 4,
as well as any other expenses and liabilities directly
attributable to Class NN - Series 4 shares which the Board
of Trustees determines should be borne solely by shares of
such Series;
(b) only Class NN - Series 5 shares shall bear the expenses and
liabilities relating to any agreements or arrangements
entered into by or on behalf of Galaxy pursuant to which an
organization or other person agrees to provide services
exclusively with respect to shares of Class NN - Series 5,
as well as any other expenses and liabilities directly
attributable to Class NN - Series 5 shares which the Board
of Trustees determines should be borne solely by shares of
such Series;
(c) Class NN - Series 4 shares shall not bear the expenses and
liabilities relating to any agreements or arrangements
entered into by or on behalf of Galaxy pursuant to which an
organization or other person agrees to provide services with
respect to Class NN shares other than shares of its Series
4, as well as any other expenses and liabilities directly
attributable to shares of Class NN other than Class NN -
Series 4 shares which the Board of Trustees determines
should be borne exclusively by such other shares;
(d) Class NN - Series 5 shares shall not bear the expenses and
liabilities relating to any agreements or arrangements
entered into by or on behalf of Galaxy pursuant to which an
organization or other person agrees to
- 2 -
<PAGE>
provide services with respect to Class NN shares other than
shares of its Series 5, as well as any other expenses and
liabilities directly attributable to shares of Class NN
other than Class NN - Series 5 shares which the Board of
Trustees determines should be borne exclusively by such
other shares;
(e) on any matter that pertains to the agreements, arrangements,
expenses or liabilities described in clause (a) above (or to
any plan or other document adopted by Galaxy relating to
said agreements, arrangements, expenses or liabilities) and
that is submitted to a vote of shareholders of Galaxy, only
Class NN - Series 4 shares shall be entitled to vote, except
that: (i) if said matter affects shares of beneficial
interest in Galaxy other than Class NN - Series 4 shares,
such other affected shares in Galaxy shall also be entitled
to vote and, in such case, Class NN - Series 4 shares shall
be voted in the aggregate together with such other affected
shares and not by class or series, except where otherwise
required by law or permitted by the Board of Trustees of
Galaxy; and (ii) if said matter does not affect Class NN -
Series 4 shares, said shares shall not be entitled to vote
(except where otherwise required by law or permitted by the
Board of Trustees) even though the matter is submitted to a
vote of the holders of shares of beneficial interest in
Galaxy other than Class NN Series 4 shares; and
(f) on any matter that pertains to the agreements, arrangements,
expenses or liabilities described in clause (b) above (or to
any plan or other document adopted by Galaxy relating to
said agreements, arrangements, expenses or liabilities) and
that is submitted to a vote of shareholders of Galaxy, only
Class NN - Series 5 shares shall be entitled to vote, except
that: (i) if said matter affects shares of beneficial
interest in Galaxy other than Class NN - Series 5 shares,
such other affected shares in Galaxy shall also be entitled
to vote and, in such case, Class NN - Series 5 shares shall
be voted in the aggregate together with such other affected
shares and not by class or series, except where otherwise
required by law or permitted by the Board of Trustees of
Galaxy; and (ii) if said matter does not affect Class NN -
Series 5 shares, said shares shall not be entitled to vote
(except where otherwise required by law or permitted by the
Board of Trustees) even though the matter is submitted to a
vote of the holders of shares of beneficial interest in
Galaxy other than Class NN Series 5 shares; and
(g) on any matter that pertains to the agreements, arrangements,
expenses or liabilities described in clause (b) above (or to
any plan or other document adopted by Galaxy relating to
said agreements, arrangements, expenses or liabilities) and
that is submitted to a vote of shareholders of Galaxy, Class
NN - Series 4 shares shall not be entitled to vote, except
where otherwise required by law or permitted by the Board of
Trustees of Galaxy, and except that if said matter affects
Class NN - Series 4 shares, such shares shall be entitled to
vote, and in such case, Class NN - Series 4 shares shall
- 3 -
<PAGE>
be voted in the aggregate together with all other shares of
beneficial interest in Galaxy voting on the matter and not
by class or series, except where otherwise required by law
or permitted by the Board of Trustees; and
(h) on any matter that pertains to the agreements, arrangements,
expenses or liabilities described in clause (a) above (or to
any plan or other document adopted by Galaxy relating to
said agreements, arrangements, expenses or liabilities) and
that is submitted to a vote of shareholders of Galaxy, Class
NN - Series 5 shares shall not be entitled to vote, except
where otherwise required by law or permitted by the Board of
Trustees of Galaxy, and except that if said matter affects
Class NN - Series 5 shares, such shares shall be entitled to
vote, and in such case, Class NN - Series 5 shares shall be
voted in the aggregate together with all other shares of
beneficial interest in Galaxy voting on the matter and not
by class or series, except where otherwise required by law
or permitted by the Board of Trustees.
(i) with respect to Class NN - Series 5 shares, the first
sentence of Section 5.1B(9) of Galaxy's Declaration of Trust
shall not apply, and the following shall apply instead:
To the extent of the assets of the Trust legally
available for such redemptions, a Shareholder of the
Trust shall have the right to require the Trust to
redeem his full and fractional Shares of any class
out of assets belonging to the classes with the same
alphabetical designation as such class at a
redemption price equal to the net asset value per
Share for such Shares being redeemed next determined
after receipt of a request to redeem in proper form
as determined by the Trustees, less such deferred
sales charge, redemption fee or other charge, if
any, as may be fixed by the Trustees, subject to the
right of the Trustees to suspend the right of
redemption of Shares or postpone the date of payment
of such redemption price in accordance with the
provisions of applicable law.
(j) Class NN - Series 5 shares shall be convertible into Class
NN - Series 4 shares on the basis of the relative net asset
value of the shares converted, and otherwise after such time
or times, and upon such conditions and pursuant to such
procedures, as shall be determined by the Trustees from time
to time in connection with the sale and issuance of such
shares.
(4) That the foregoing resolutions remain in full
force and effect on the date hereof.
- 4 -
<PAGE>
/s/ W. Bruce McConnel
------------------------
W. Bruce McConnel
Secretary
Dated: May 30th, 2000
Subscribed and sworn to before
me this 30th day of May, 2000
/s/ Dorothea A. Natale
-------------------------
Dorothea A. Natale
Notary Public
- 5 -
