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Exhibit (a)(23)
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 September 7, 2000;
(3) That the following resolutions were duly
adopted at the meeting by the Board of Trustees of the Trust:
a. CREATION OF FIVE SERIES OF CLASS OO SHARES REPRESENTING INTERESTS
IN THE NEW ECONOMY FUND.
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 a new class of shares
denominated as Class OO shares, consisting of five separate
series of shares of beneficial interest designated as Class
OO-Series 1 shares, Class OO-Series 2 shares, Class
OO-Series 3 shares, Class OO-Series 4 shares and Class
OO-Series 5 shares, each representing interests in the New
Economy Fund;
FURTHER RESOLVED, that all consideration received
by Galaxy for the issue or sale of Class OO-Series 1 shares
shall be invested and reinvested with the consideration
received by Galaxy for the issue and sale of Class
OO-Series 2 shares, Class OO-Series 3 shares, Class
OO-Series 4 shares and Class OO-Series 5 shares and any
other shares of beneficial interest in Galaxy hereafter
designated as Class OO 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 OO shares (irrespective
of series designation) by the Board of Trustees in
accordance with Galaxy's Declaration of Trust, and each
Class OO-Series 1 share, Class OO-Series 2 share, Class
OO-Series 3 share, Class OO-Series 4 share and
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Class OO-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 OO-Series 1
share, Class OO-Series 2 share, Class OO-Series 3 share,
Class OO-Series 4 share and Class OO-Series 5 share newly
classified hereby shall have all of the preferences,
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
OO shares (irrespective of series designation); and
FURTHER RESOLVED, that each Class OO-Series 1
share, each Class OO-Series 2 share, each Class OO-Series 3
share, each Class OO-Series 4 share and each Class
OO-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 OO 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 OO shares (irrespective of series
designation) and in respect of any general expenses and
liabilities of Galaxy allocated to Class OO 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 OO-Series 1 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
OO-Series 1, as well as any other expenses and
liabilities directly attributable to Class
OO-Series 1 shares which the Board of Trustees
determines should be borne solely by shares of
such Series;
(b) only Class OO-Series 2 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
OO-Series 2, as well as any other expenses and
liabilities directly attributable to Class
OO-Series 2 shares which the Board of Trustees
determines should be borne solely by shares of
such Series;
(c) only Class OO-Series 3 shares shall bear the
expenses and liabilities relating to any
agreements or arrangements entered into by or on
behalf of
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Galaxy pursuant to which an organization or other
person agrees to provide services exclusively with
respect to shares of Class OO-Series 3, as well as
any other expenses and liabilities directly
attributable to Class OO-Series 3 shares which the
Board of Trustees determines should be borne
solely by shares of such series;
(d) only Class OO-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
OO-Series 4 as well as any other expenses and
liabilities directly attributable to Class
OO-Series 4 shares which the Board of Trustees
determines should be borne solely by shares of
such series;
(e) only Class OO-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
OO-Series 5, as well as any other expenses and
liabilities directly attributable to Class
OO-Series 5 shares which the Board of Trustees
determines should be borne solely by shares of
such series;
(f) Class OO-Series 1 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 OO shares other than shares of
its Series 1, as well as any other expenses and
liabilities directly attributable to shares of
Class OO other than Class OO-Series 1 shares which
the Board of Trustees determines should be borne
exclusively by such other shares;
(g) Class OO-Series 2 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 OO shares other than shares of
its Series 2, as well as any other expenses and
liabilities directly attributable to shares of
Class OO other than Class OO-Series 2 shares which
the Board of Trustees determines should be borne
exclusively by such other shares;
(h) Class OO-Series 3 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 OO shares other than shares of
its Series 3, as well as any other expenses and
liabilities directly attributable to shares of
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Class OO other than Class OO-Series 3 shares which
the Board of Trustees determines should be borne
exclusively by such other shares;
(i) Class OO-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 OO shares other than shares of
its Series 4, as well as any other expenses and
liabilities directly attributable to shares of
Class OO other than Class OO-Series 4 shares which
the Board of Trustees determines should be borne
exclusively by such other shares;
(j) Class OO-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 provide services with
respect to Class OO shares other than shares of
its Series 5, as well as any other expenses and
liabilities directly attributable to shares of
Class OO other than Class OO-Series 5 shares which
the Board of Trustees determines should be borne
exclusively by such other shares;
(k) 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 OO-Series 1 shares shall be entitled to
vote, except that: (i) if said matter affects
shares of beneficial interest in Galaxy other than
Class OO-Series 1 shares, such other affected
shares in Galaxy shall also be entitled to vote
and, in such case, Class OO-Series 1 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 OO-Series 1 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
OO-Series 1 shares;
(l) 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 OO-Series 2 shares shall be entitled to
vote, except that: (i) if said matter affects
shares of beneficial interest in Galaxy other than
Class OO-Series 2 shares, such other affected
shares in Galaxy shall also be entitled to vote
and, in such case, Class OO-Series 2 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
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does not affect Class OO-Series 2 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
OO-Series 2 shares;
(m) on any matter that pertains to the agreements,
arrangements, expenses or liabilities described in
clause (c) 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 OO-Series 3 shares shall be entitled to
vote, except that: (i) if said matter affects
shares of beneficial interest in Galaxy other than
Class OO-Series 3 shares, such other affected
shares in Galaxy shall also be entitled to vote
and, in such case, Class OO-Series 3 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 OO-Series 3 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
OO-Series 3 shares;
(n) on any matter that pertains to the agreements,
arrangements, expenses or liabilities described in
clause (d) 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 OO-Series 4 shares shall be entitled to
vote, except that: (i) if said matter affects
shares of beneficial interest in Galaxy other than
Class OO-Series 4 shares, such other affected
shares in Galaxy shall also be entitled to vote
and, in such case, Class OO-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 OO-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
OO-Series 4 shares;
(o) on any matter that pertains to the agreements,
arrangements, expenses or liabilities described in
clause (e) 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 OO-Series 5 shares shall be entitled to
vote, except that: (i) if said matter affects
shares of beneficial interest in Galaxy other than
Class OO-Series 5 shares, such other affected
shares in Galaxy shall also be entitled to vote
and, in such case, Class OO-Series 5 shares shall
be voted in
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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 OO-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
OO-Series 5 shares;
(p) on any matter that pertains to the agreements,
arrangements, expenses or liabilities described in
clause (b), clause (c), clause (d) or clause (e)
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 OO-Series
1 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 OO-Series 1 shares,
such shares shall be entitled to vote, and in such
case, Class OO-Series 1 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;
(q) on any matter that pertains to the agreements,
arrangements, expenses or liabilities described in
clause (a), clause (c), clause (d) or clause (e)
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 OO-Series
2 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 OO-Series 2 shares,
such shares shall be entitled to vote, and in such
case, Class OO-Series 2 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;
(r) on any matter that pertains to the agreements,
arrangements, expenses or liabilities described in
clause (a), clause (b), clause (d) or clause (e)
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 OO-Series
3 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 OO-Series 3 shares,
such shares shall be entitled to vote and, in such
case, Class OO-Series 3 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;
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(s) on any matter that pertains to the agreements,
arrangements, expenses or liabilities described in
clause (a), clause (b), clause (c) or clause (e)
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 OO-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 OO-Series 4 shares,
such shares shall be entitled to vote and, in such
case, Class OO-Series 4 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;
(t) on any matter that pertains to the agreements,
arrangements, expenses or liabilities described in
clause (a), clause (b), clause (c) or clause (d)
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 OO-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 OO-Series 5 shares,
such shares shall be entitled to vote and, in such
case, Class OO-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;
(u) with respect to Class OO - Series 3 shares and
Class OO - 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.
(v) Class OO-Series 3 shares shall be convertible
into Class OO-Series 2 shares on the basis of the
relative net asset value of the shares converted,
and
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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 issuance and sale of
such shares; and
(w) Class OO-Series 5 shares shall be convertible
into Class OO-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 issuance of such
shares.
b. CREATION OF FIVE SERIES OF CLASS PP SHARES REPRESENTING INTERESTS IN
THE HIGH YIELD FUND.
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 a new class of shares
denominated as Class PP shares, consisting of five separate
series of shares of beneficial interest designated as Class
PP-Series 1 shares, Class PP-Series 2 shares, Class
PP-Series 3 shares, Class PP-Series 4 shares and Class
PP-Series 5 shares, each representing interests in the High
Yield Fund;
FURTHER RESOLVED, that all consideration received
by Galaxy for the issue or sale of Class PP-Series 1 shares
shall be invested and reinvested with the consideration
received by Galaxy for the issue and sale of Class
PP-Series 2 shares, Class PP-Series 3 shares, Class
PP-Series 4 shares and Class PP-Series 5 shares and any
other shares of beneficial interest in Galaxy hereafter
designated as Class PP 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 PP shares (irrespective
of series designation) by the Board of Trustees in
accordance with Galaxy's Declaration of Trust, and each
Class PP-Series 1 share, Class PP-Series 2 share, Class
PP-Series 3 share, Class PP-Series 4 share and Class
PP-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 PP-Series 1
share, Class PP-Series 2 share, Class PP-Series 3 share,
Class PP-Series 4 share and Class PP-Series 5 share newly
classified hereby shall have all of the preferences,
conversion and other rights, voting powers, restrictions,
limitations as to dividends, qualifications and terms and
conditions of redemption accorded shares of
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beneficial interest in Galaxy now or hereinafter designated
as Class PP shares (irrespective of series designation); and
FURTHER RESOLVED, that each Class PP-Series 1
share, each Class PP-Series 2 share, each Class PP-Series 3
share, each Class PP-Series 4 share and each Class
PP-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 PP 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 PP shares (irrespective of series
designation) and in respect of any general expenses and
liabilities of Galaxy allocated to Class PP 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 PP-Series 1 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
PP-Series 1, as well as any other expenses and
liabilities directly attributable to Class-PP
Series 1 shares which the Board of Trustees
determines should be borne solely by shares of
such Series;
(b) only Class PP-Series 2 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
PP-Series 2, as well as any other expenses and
liabilities directly attributable to Class
PP-Series 2 shares which the Board of Trustees
determines should be borne solely by shares of
such Series;
(c) only Class PP-Series 3 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
PP-Series 3, as well as any other expenses and
liabilities directly attributable to Class
PP-Series 3 shares which the Board of Trustees
determines should be borne solely by shares of
such series;
(d) only Class PP-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
PP-Series 4 as well as any other expenses and
liabilities directly attributable to Class
PP-Series 4
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shares which the Board of Trustees determines
should be borne solely by shares of such series;
(e) only Class PP-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
PP-Series 5, as well as any other expenses and
liabilities directly attributable to Class
PP-Series 5 shares which the Board of Trustees
determines should be borne solely by shares of
such series;
(f) Class PP-Series 1 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 PP shares other than shares of
its Series 1, as well as any other expenses and
liabilities directly attributable to shares of
Class PP other than Class PP-Series 1 shares which
the Board of Trustees determines should be borne
exclusively by such other shares;
(g) Class PP-Series 2 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 PP shares other than shares of
its Series 2, as well as any other expenses and
liabilities directly attributable to shares of
Class PP other than Class PP-Series 2 shares which
the Board of Trustees determines should be borne
exclusively by such other shares;
(h) Class PP-Series 3 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 PP shares other than shares of
its Series 3, as well as any other expenses and
liabilities directly attributable to shares of
Class PP other than Class PP-Series 3 shares which
the Board of Trustees determines should be borne
exclusively by such other shares;
(i) Class PP-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 PP shares other than shares of
its Series 4, as well as any other expenses and
liabilities directly attributable to shares of
Class PP other than Class PP-Series 4 shares which
the Board of Trustees determines should be borne
exclusively by such other shares;
(j) Class PP-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 provide
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services with respect to Class PP shares other
than shares of its Series 5, as well as any other
expenses and liabilities directly attributable to
shares of Class PP other than Class PP-Series 5
shares which the Board of Trustees determines
should be borne exclusively by such other shares;
(k) 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 PP-Series 1 shares shall be entitled to
vote, except that: (i) if said matter affects
shares of beneficial interest in Galaxy other than
Class PP-Series 1 shares, such other affected
shares in Galaxy shall also be entitled to vote
and, in such case, Class PP-Series 1 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 PP-Series 1 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
PP-Series 1 shares;
(l) 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 PP-Series 2 shares shall be entitled to
vote, except that: (i) if said matter affects
shares of beneficial interest in Galaxy other than
Class PP-Series 2 shares, such other affected
shares in Galaxy shall also be entitled to vote
and, in such case, Class PP-Series 2 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 PP-Series 2 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
PP-Series 2 shares;
(m) on any matter that pertains to the agreements,
arrangements, expenses or liabilities described in
clause (c) 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 PP-Series 3 shares shall be entitled to
vote, except that: (i) if said matter affects
shares of beneficial interest in Galaxy other than
Class PP-Series 3 shares, such other affected
shares in Galaxy shall also be entitled to vote
and, in such case, Class PP-Series 3 shares shall
be voted in the aggregate together with such other
affected shares and not by class or
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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
PP-Series 3 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 PP-Series 3 shares;
(n) on any matter that pertains to the agreements,
arrangements, expenses or liabilities described in
clause (d) 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 PP-Series 4 shares shall be entitled to
vote, except that: (i) if said matter affects
shares of beneficial interest in Galaxy other than
Class PP-Series 4 shares, such other affected
shares in Galaxy shall also be entitled to vote
and, in such case, Class PP-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 PP-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
PP-Series 4 shares;
(o) on any matter that pertains to the agreements,
arrangements, expenses or liabilities described in
clause (e) 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 PP-Series 5 shares shall be entitled to
vote, except that: (i) if said matter affects
shares of beneficial interest in Galaxy other than
Class PP-Series 5 shares, such other affected
shares in Galaxy shall also be entitled to vote
and, in such case, Class PP-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 PP-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
PP-Series 5 shares;
(p) on any matter that pertains to the agreements,
arrangements, expenses or liabilities described in
clause (b), clause (c), clause (d) or clause (e)
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 PP-Series
1 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
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<PAGE>
matter affects Class PP-Series 1 shares, such
shares shall be entitled to vote, and in such
case, Class PP-Series 1 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;
(q) on any matter that pertains to the agreements,
arrangements, expenses or liabilities described in
clause (a), clause (c), clause (d) or clause (e)
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 PP-Series
2 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 PP-Series 2 shares,
such shares shall be entitled to vote, and in such
case, Class PP-Series 2 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;
(r) on any matter that pertains to the agreements,
arrangements, expenses or liabilities described in
clause (a), clause (b), clause (d) or clause (e)
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 PP-Series
3 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 PP-Series 3 shares,
such shares shall be entitled to vote and, in such
case, Class PP-Series 3 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;
(s) on any matter that pertains to the agreements,
arrangements, expenses or liabilities described in
clause (a), clause (b), clause (c) or clause (e)
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 PP-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 PP-Series 4 shares,
such shares shall be entitled to vote and, in such
case, Class PP-Series 4 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;
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<PAGE>
(t) on any matter that pertains to the agreements,
arrangements, expenses or liabilities described in
clause (a), clause (b), clause (c) or clause (d)
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 PP-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 PP-Series 5 shares,
such shares shall be entitled to vote and, in such
case, Class PP-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;
(u) with respect to Class PP - Series 3 shares and
Class PP-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.
(v) Class PP-Series 3 shares shall be convertible
into Class PP-Series 2 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 issuance and sale
of such shares; and
(w) Class PP-Series 5 shares shall be convertible
into Class PP-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 issuance of such
shares.
-14-
<PAGE>
c. CREATION OF FIVE SERIES OF CLASS QQ SHARES REPRESENTING INTERESTS IN
THE REIT FUND.
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 a new class of shares
denominated as Class QQ shares, consisting of five separate
series of shares of beneficial interest designated as Class
QQ-Series 1 shares, Class QQ-Series 2 shares, Class
QQ-Series 3 shares, Class QQ-Series 4 shares and Class
QQ-Series 5 shares, each representing interests in the REIT
Fund;
FURTHER RESOLVED, that all consideration received
by Galaxy for the issue or sale of Class QQ-Series 1 shares
shall be invested and reinvested with the consideration
received by Galaxy for the issue and sale of Class
QQ-Series 2 shares, Class QQ-Series 3 shares, Class
QQ-Series 4 shares and Class QQ-Series 5 shares and any
other shares of beneficial interest in Galaxy hereafter
designated as Class QQ 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 QQ shares (irrespective
of series designation) by the Board of Trustees in
accordance with Galaxy's Declaration of Trust, and each
Class QQ-Series 1 share, Class QQ-Series 2 share, Class
QQ-Series 3 share, Class QQ-Series 4 share and Class
QQ-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 QQ-Series 1
share, Class QQ-Series 2 share, Class QQ-Series 3 share,
Class QQ-Series 4 share and Class QQ-Series 5 share newly
classified hereby shall have all of the preferences,
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
QQ shares (irrespective of series designation); and
FURTHER RESOLVED, that each Class QQ-Series 1
share, each Class QQ-Series 2 share, each Class QQ-Series 3
share, each Class QQ-Series 4 share and each Class
QQ-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 QQ 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 QQ shares (irrespective of series
designation) and in respect of any general expenses and
liabilities of Galaxy allocated to Class QQ shares by the
Board of Trustees in accordance with Galaxy's Declaration
of Trust;
-15-
<PAGE>
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 QQ-Series 1 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
QQ-Series 1, as well as any other expenses and
liabilities directly attributable to Class-QQ
Series 1 shares which the Board of Trustees
determines should be borne solely by shares of
such Series;
(b) only Class QQ-Series 2 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
QQ-Series 2, as well as any other expenses and
liabilities directly attributable to Class
QQ-Series 2 shares which the Board of Trustees
determines should be borne solely by shares of
such Series;
(c) only Class QQ-Series 3 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
QQ-Series 3, as well as any other expenses and
liabilities directly attributable to Class
QQ-Series 3 shares which the Board of Trustees
determines should be borne solely by shares of
such series;
(d) only Class QQ-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
QQ-Series 4 as well as any other expenses and
liabilities directly attributable to Class
QQ-Series 4 shares which the Board of Trustees
determines should be borne solely by shares of
such series;
(e) only Class QQ-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
QQ-Series 5, as well as any other expenses and
liabilities directly attributable to Class
QQ-Series 5 shares which the Board of Trustees
determines should be borne solely by shares of
such series;
(f) Class QQ-Series 1 shares shall not bear the
expenses and liabilities relating to any
agreements or arrangements entered into by or on
behalf of
-16-
<PAGE>
Galaxy pursuant to which an organization or other
person agrees to provide services with respect to
Class QQ shares other than shares of its Series 1,
as well as any other expenses and liabilities
directly attributable to shares of Class QQ other
than Class QQ-Series 1 shares which the Board of
Trustees determines should be borne exclusively by
such other shares;
(g) Class QQ-Series 2 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 QQ shares other than shares of
its Series 2, as well as any other expenses and
liabilities directly attributable to shares of
Class QQ other than Class QQ-Series 2 shares which
the Board of Trustees determines should be borne
exclusively by such other shares;
(h) Class QQ-Series 3 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 QQ shares other than shares of
its Series 3, as well as any other expenses and
liabilities directly attributable to shares of
Class QQ other than Class QQ-Series 3 shares which
the Board of Trustees determines should be borne
exclusively by such other shares;
(i) Class QQ-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 QQ shares other than shares of
its Series 4, as well as any other expenses and
liabilities directly attributable to shares of
Class QQ other than Class QQ-Series 4 shares which
the Board of Trustees determines should be borne
exclusively by such other shares;
(j) Class QQ-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 provide services with
respect to Class QQ shares other than shares of
its Series 5, as well as any other expenses and
liabilities directly attributable to shares of
Class QQ other than Class QQ-Series 5 shares which
the Board of Trustees determines should be borne
exclusively by such other shares;
(k) 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 QQ-Series 1 shares shall be entitled to
vote, except that: (i) if said matter affects
shares of beneficial interest in Galaxy other
-17-
<PAGE>
than Class QQ-Series 1 shares, such other affected
shares in Galaxy shall also be entitled to vote
and, in such case, Class QQ-Series 1 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 QQ-Series 1 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
QQ-Series 1 shares;
(l) 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 QQ-Series 2 shares shall be entitled to
vote, except that: (i) if said matter affects
shares of beneficial interest in Galaxy other than
Class QQ-Series 2 shares, such other affected
shares in Galaxy shall also be entitled to vote
and, in such case, Class QQ-Series 2 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 QQ-Series 2 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
QQ-Series 2 shares;
(m) on any matter that pertains to the agreements,
arrangements, expenses or liabilities described in
clause (c) 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 QQ-Series 3 shares shall be entitled to
vote, except that: (i) if said matter affects
shares of beneficial interest in Galaxy other than
Class QQ-Series 3 shares, such other affected
shares in Galaxy shall also be entitled to vote
and, in such case, Class QQ-Series 3 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 QQ-Series 3 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
QQ-Series 3 shares;
(n) on any matter that pertains to the agreements,
arrangements, expenses or liabilities described in
clause (d) above (or to any plan or other document
adopted by Galaxy relating to said agreements,
arrangements,
-18-
<PAGE>
expenses or liabilities) and that is submitted to
a vote of shareholders of Galaxy, only Class
QQ-Series 4 shares shall be entitled to vote,
except that: (i) if said matter affects shares of
beneficial interest in Galaxy other than Class
QQ-Series 4 shares, such other affected shares in
Galaxy shall also be entitled to vote and, in such
case, Class QQ-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 QQ-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
QQ-Series 4 shares;
(o) on any matter that pertains to the agreements,
arrangements, expenses or liabilities described in
clause (e) 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 QQ-Series 5 shares shall be entitled to
vote, except that: (i) if said matter affects
shares of beneficial interest in Galaxy other than
Class QQ-Series 5 shares, such other affected
shares in Galaxy shall also be entitled to vote
and, in such case, Class QQ-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 QQ-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
QQ-Series 5 shares;
(p) on any matter that pertains to the agreements,
arrangements, expenses or liabilities described in
clause (b), clause (c), clause (d) or clause (e)
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 QQ-Series
1 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 QQ-Series 1 shares,
such shares shall be entitled to vote, and in such
case, Class QQ-Series 1 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;
(q) on any matter that pertains to the agreements,
arrangements, expenses or liabilities described in
clause (a), clause (c), clause (d) or clause (e)
above (or to any plan or other document adopted by
Galaxy relating to said agreements, arrangements,
expenses or liabilities) and that
-19-
<PAGE>
is submitted to a vote of shareholders of Galaxy,
Class QQ-Series 2 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 QQ-Series
2 shares, such shares shall be entitled to vote,
and in such case, Class QQ-Series 2 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;
(r) on any matter that pertains to the agreements,
arrangements, expenses or liabilities described in
clause (a), clause (b), clause (d) or clause (e)
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 QQ-Series
3 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 QQ-Series 3 shares,
such shares shall be entitled to vote and, in such
case, Class QQ-Series 3 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;
(s) on any matter that pertains to the agreements,
arrangements, expenses or liabilities described in
clause (a), clause (b), clause (c) or clause (e)
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 QQ-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 QQ-Series 4 shares,
such shares shall be entitled to vote and, in such
case, Class QQ-Series 4 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;
(t) on any matter that pertains to the agreements,
arrangements, expenses or liabilities described in
clause (a), clause (b), clause (c) or clause (d)
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 QQ-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 QQ-Series 5 shares,
such shares shall be entitled to vote and, in such
case, Class QQ-Series 5 shares shall be voted in
the aggregate together with all other shares of
beneficial interest in Galaxy voting on the matter
and
-20-
<PAGE>
not by class or series, except where otherwise
required by law or permitted by the Board of
Trustees;
(u) with respect to Class QQ-Series 3 shares and
Class QQ-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.
(v) Class QQ-Series 3 shares shall be convertible
into Class QQ-Series 2 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 issuance and sale
of such shares; and
(w) Class QQ-Series 5 shares shall be convertible
into Class QQ-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 issuance of such
shares.
d. CREATION OF RETAIL B SHARES IN THE CONNECTICUT MUNICIPAL BOND FUND,
CONNECTICUT INTERMEDIATE MUNICIPAL BOND FUND, MASSACHUSETTS MUNICIPAL
BOND FUND, MASSACHUSETTS INTERMEDIATE MUNICIPAL BOND FUND, NEW YORK
MUNICIPAL BOND FUND, RHODE ISLAND MUNICIPAL BOND FUND AND INTERMEDIATE
TAX-EXEMPT BOND FUND.
RESOLVED, that pursuant to Section 5.1 of Galaxy's
Declaration of Trust, an unlimited number of authorized,
unissued and unclassified shares of beneficial interest of
Galaxy be, and hereby are, classified into each of seven
additional separate series of shares which shall be
designated, respectively, Class P-Series 3, Class KK-Series
4, Class Q-Series 3, Class LL-Series 4, Class O-Series 3,
Class R-Series 4, and Class JJ-Series 4;
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<PAGE>
FURTHER RESOLVED, that (a) Class P-Series 3 shares
of beneficial interest shall represent interests in the
Connecticut Municipal Bond Fund, (b) Class KK-Series 4
shares of beneficial interest shall represent interests in
the Connecticut Intermediate Municipal Fund, (c) Class
Q-Series 3 shares of beneficial interest shall represent
interests in the Massachusetts Municipal Bond Fund, (d)
Class LL-Series 4 shares of beneficial interest shall
represent interests in the Massachusetts Intermediate
Municipal Bond Fund, (e) Class O-Series 3 shares of
beneficial interest shall represent interests in the New
York Municipal Bond Fund, (f) Class R-Series 4 shares of
beneficial interest shall represent interests in the Rhode
Island Municipal Bond Fund, and (g) Class JJ-Series 4
shares of beneficial interest shall represent interests in
the Intermediate Tax-Exempt Bond Fund;
FURTHER RESOLVED, that each share of Class
P-Series 3, Class KK-Series 4, Class Q-Series 3, Class
LL-Series 4, Class O-Series 3, Class R-Series 4 and Class
JJ-Series 4 newly classified hereby shall have all of the
following preferences, conversion and other rights, voting
powers, restrictions, limitations, qualifications and terms
and conditions of redemption:
(1) ASSETS BELONG TO A CLASS. All consideration
received by Galaxy for the issue or sale of shares of Class
P-Series 3, Class KK-Series 4, Class Q-Series 3, Class
LL-Series 4, Class O-Series 3, Class R-Series 4 and Class
JJ-Series 4 shall be invested and reinvested with the
consideration received by Galaxy for the issue and sale of
all other shares now or hereafter classified as shares of
Class P, Class KK, Class Q, Class LL, Class O, Class R and
Class JJ, respectively (irrespective of whether said shares
have been classified as part of a series of said Class and
if so classified as part of a series, irrespective of the
particular series classification), together with all
income, earnings, profits, and proceeds derived from the
investment thereof, including any proceeds derived from the
sale, exchange, or liquidation of such investment, 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 P, Class KK, Class Q,
Class LL, Class O, Class R and Class JJ (including the
Class P, Class KK, Class Q, Class LL, Class O, Class R and
Class JJ shares formerly classified, Class P-Series 3,
Class KK-Series 4, Class Q-Series 3, Class LL-Series 4,
Class O-Series 3, Class R-Series 4 and Class JJ-Series 4
shares herein classified or such other shares with respect
to such Class P, Class KK, Class Q, Class LL, Class O,
Class R and Class JJ) by the Board of Trustees in
accordance with Galaxy's Declaration of Trust. All income,
earnings, profits, and proceeds, including any profits
derived from the sale, exchange or liquidation of such
shares of Class P, Class KK, Class Q, Class LL, Class O,
Class R and Class JJ and any assets derived from any
reinvestment of such proceeds in whatever form shall be
allocated to the Class P-Series 3 shares, Class KK-Series 4
shares, Class Q-Series 3 shares , Class LL-Series 4 shares,
Class O-Series 3 shares, Class R-Series 4 shares and
Class JJ-Series 4 shares in the proportion that the net asset
value of such Series 3 shares or Series 4 shares, as the case
may be, of such Class bears to the total net asset value of
all
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<PAGE>
shares of such Class P, Class KK, Class Q, Class LL, Class O,
Class R and Class JJ (irrespective of whether said shares
have been classified as part of a series of said Class and,
if so classified as part of a series, irrespective of the
particular series classification).
(2) LIABILITIES BELONGING TO A CLASS. All the
liabilities (including expenses) of Galaxy in respect of
Class P, Class KK, Class Q, Class LL, Class O, Class R and
Class JJ shall be allocated to the Class P-Series 3 shares,
Class KK-Series 3 shares, Class Q-Series 3 shares, Class
LL-Series 4 shares, Class O-Series 3 shares, Class R-Series
4 shares and Class JJ-Series 4 shares hereby classified of
such Class P, Class KK, Class Q, Class LL, Class O, Class R
and Class JJ in the proportion that the net asset value of
such Series 3 shares or Series 4 shares, as the case may
be, of such Class bears to the total net asset value of all
shares of such Class P, Class KK, Class Q, Class LL, Class
O, Class R and Class JJ (irrespective of whether said
shares have been classified as a part of a series of said
Class and, if so classified as a part of a series,
irrespective of the particular series classification),
except that to the extent that may be from time to time
determined by the Board of Trustees to allocate the
following expenses to such Class P-Series 3 shares, Class
KK-Series 4 shares, Class Q-Series 3 shares, Class
LL-Series 4 shares, Class O-Series 3 shares, Class R-Series
4 shares and Class JJ-Series 4 shares (or any other series
of shares of such Class):
(a) only the Series 3 shares of Class P,
Class Q and Class O and the Series 4 shares of
Class KK, Class LL, Class R and Class JJ shall
bear: (i) the expenses and liabilities of payments
to institutions under any agreements entered into
by or on behalf of Galaxy which provide for
services by the institutions exclusively for their
customers who own of record or beneficially such
Series 3 shares or Series 4 shares, as the case
may be; and (ii) such other expenses and
liabilities as the Board of Trustees may from time
to time determine are directly attributable to
such shares and which therefore should be borne
solely by the Series 3 shares of Class P, Class Q,
and Class O and the Series 4 shares of Class KK,
Class LL, Class R and Class JJ; and
(b) no Series 3 shares of Class P, Class
Q or Class O or Series 4 shares of Class KK, Class
LL, Class R and Class JJ shall bear (i) the
expenses and liabilities of payments to
institutions under any agreements entered into by
or on behalf of Galaxy which provide for services
by the institutions exclusively for their
customers who own of record or beneficially shares
of Class P, Class Q and Class O other than Series
3 shares of such Class P, Class Q and Class O or
shares of Class KK, Class LL, Class R and Class JJ
other than Series 4 shares of such Class KK, Class
LL, Class R and Class JJ; and (ii) such other
expenses and liabilities as the Board of Trustees
may from time to time determine are directly
attributable to shares of Class P, Class Q and
Class O other than the Series 3 shares of such
Class P, Class Q and Class O or shares of Class
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<PAGE>
KK, Class LL, Class R and Class JJ other than
Series 4 shares of such Class KK, Class LL,
Class R and Class JJ and which therefore
should be borne solely by such other shares of
Class P, Class KK, Class Q, Class LL, Class O,
Class R and Class JJ and not the Series 3
shares of such Class P, Class Q and Class O or
Series 4 shares of such Class KK, Class LL,
Class R and Class JJ.
(3) PREFERENCES, CONVERSION AND OTHER RIGHTS, VOTING
POWERS, RESTRICTIONS, LIMITATIONS, QUALIFICATIONS,
AND TERMS AND CONDITIONS OF REDEMPTION. Except as
provided hereby, each Series 3 share of Class P,
Class Q and Class O and each Series 4 share of Class
KK, Class LL, Class R and Class JJ shall have the
same preferences, conversion, and other rights,
voting powers, restrictions, limitations,
qualifications, and terms and conditions of
redemption applicable to all other shares as set
forth in Galaxy's Declaration of Trust and shall also
have the same preferences, conversion, and other
rights, voting powers, restrictions, limitations,
qualifications, and terms and conditions of
redemption as each other share formerly, now or
hereafter classified as a share of Class P, Class KK,
Class Q, Class LL, Class O, Class R and Class JJ
(irrespective of whether said share has been
classified as a part of a series of said Class and,
if so classified as a part of a series, irrespective
of the particular series classification) except that:
(a) On any matter that pertains to the agreements or
expenses and liabilities described under Section (2),
clause (a) above (or to any plan or other document
adopted by Galaxy relating to said agreements,
expenses, or liabilities) and is submitted to a vote
of shareholders of Galaxy, only the Series 3 shares
of Class P, Class Q and Class O and the Series 4
shares of Class KK, Class LL, Class R and Class JJ
(excluding the other shares classified as a series of
such Class other than Series 3 or Series 4, as the
case may be) shall be entitled to vote, except that:
(i) if said matter affects shares in Galaxy
other than the Series 3 shares of Class P,
Class Q and Class O and the Series 4 shares
of Class KK, Class LL, Class R and Class JJ,
such other affected shares in Galaxy shall
also be entitled to vote, and in such case,
such Series 3 shares of such Class P, Class
Q and Class O and such Series 4 shares of
such Class KK, Class LL, Class R and Class
JJ 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 the
Series 3 shares of Class P, Class Q and
Class O and Series 4 shares of Class KK,
Class LL, Class R and Class JJ, such shares
shall not be entitled to vote (except where
required by law or permitted by the Board of
Trustees) even though the matter is
submitted to a vote of the
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<PAGE>
holders of shares in Galaxy other than said
Series 3 shares of Class P, Class Q and
Class O and said Series 4 shares of
Class KK, Class LL, Class R and Class JJ.
(b) With respect to each such series of shares, the
first sentence of Section 5.1B(9) 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.
(c) Class P-Series 3, Class KK-Series 4, Class
Q-Series 3, Class LL-Series 4, Class O-Series 3,
Class R-Series 4 and Class JJ-Series 4 shares shall
be convertible into Class P-Series 2, Class KK-Series
2, Class Q-Series 2, Class LL-Series 2, Class
O-Series 2, Class R-Series 2 and Class JJ-Series 2
shares, respectively, on the basis of the relative
net asset values of the shares converted and the
shares into which such shares are 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,
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<PAGE>
(4) That the foregoing resolutions remain in
full force and effect on the date hereof.
/s/ W. Bruce McConnel, III
--------------------------
W. Bruce McConnel, III
Secretary
Dated: September 28, 2000
Subscribed and sworn to before
me this 28th day of September, 2000
/s/ Dorothea A. Natale
----------------------
Dorothea A. Natale
Notary Public
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