<PAGE>
DISTRIBUTION AGREEMENT
THIS AGREEMENT is made as of this 1st day of December, 1999 (the
"Agreement") by and between Galaxy Fund II (the "Company"), a Massachusetts
business trust, and Provident Distributors, Inc. (the "Distributor"), a Delaware
corporation.
WHEREAS, the Company is registered as an open-end management investment
company under the Investment Company Act of 1940, as amended (the " 1940 Act"),
and is currently offering units of beneficial interest (such units of all
classes and series are hereinafter called the "Shares"), representing interests
in investment portfolios of the Company identified on Schedule A hereto (the
"Funds") which are registered with the Securities and Exchange Commission (the
"SEC") pursuant to the Company's Registration Statement on Form N-IA (the
"Registration Statement"); and
WHEREAS, the Company desires to retain the Distributor as distributor
for the Funds to provide for the sale and distribution of the Shares of the
Funds identified on Schedule A and for such additional classes or series as the
Company may issue, and the Distributor is prepared to provide such services
commencing on the date first written above.
NOW THEREFORE, in consideration of the premises and mutual covenants
set forth herein and intending to be legally bound hereby the parties hereto
agree as follows:
1. SERVICE AS DISTRIBUTOR
1.1 The Distributor will act as the Company's disclosed agent for the
distribution of the Shares covered by the Registration Statement then
in effect under the Securities Act of 1933, as amended (the "1933
Act"). The Distributor will have no liability for payment for the
purchase of Shares sold pursuant to this Agreement or with respect to
redemptions or repurchases of Shares.
1.2 The Distributor agrees to use efforts deemed appropriate by the
Distributor to solicit orders for the sale of the Shares and will
undertake such advertising and promotion as it believes reasonable in
connection with such solicitation. The Distributor shall, at its own
expense, finance appropriate activities which it deems reasonable which
are primarily intended to result in the sale of Shares, including, but
not limited to, advertising, compensation of underwriters, dealers and
sales personnel, the printing and mailing of Prospectuses to other than
current shareholders, and the printing and mailing of sales literature.
1.3 The Company understands that the Distributor is now, and may in the
future be, the distributor of the shares of several investment
companies or series (collectively, the "Investment Entities"),
including Investment Entities having investment objectives similar to
those of the Funds. The Company further understands that investors and
potential investors in the Funds may invest in shares of such other
Investment Entities.
<PAGE>
The Company agrees that the Distributor's duties to such Investment
Entities shall not be deemed in conflict with its duties to the Company
under this Section 1.3.
1.4 The Distributor may enter into selling agreements with selected dealers
or other institutions with respect to the offering of Shares to the
public. Each selling agreement will provide that (a) all payments for
purchases of Shares will be sent directly from the dealer or such other
institution to the Funds' transfer agent and (b) if payment is not made
with respect to purchases of Shares at the customary or required time
for settlement of the transaction, the Distributor will have the right
to cancel the sale of Shares ordered by the dealer or such other
institution, in which case the dealer or such other institution will be
responsible for any loss suffered by any Fund or the Distributor
resulting from such cancellation. The Distributor may also act as
disclosed agent for a Fund and sell Shares of that Fund to individual
investors, such transactions to be specifically approved by an officer
of the Company.
1.5 The Distributor will send a confirmation to each purchaser of Shares
under this Agreement. Such confirmations will comply with all
applicable Federal and state laws and rules and regulations of
authorized regulatory bodies and will clearly state that the
Distributor is acting as agent in the transaction and that all
remittances, registration instructions and certifications for
redemption should be sent directly to the Funds' transfer agent. Such
confirmations will also set forth the mailing address and delivery
address of the Funds' transfer agent.
1.6 The Distributor shall not utilize any materials in connection with the
sale or offering of Shares except the Company's then current
Prospectuses and Statements of Additional Information and such other
materials as the Company shall provide or approve.
1.7 All activities by the Distributor and its agents and employees, as
distributor of the Shares, shall comply with all applicable laws, rules
and regulations, including, without limitation, all rules and
regulations made or adopted pursuant to the 1940 Act by the SEC or the
National Association of Securities Dealers.
1.8 The Distributor will transmit any orders received by it for purchase or
redemption of the Shares to the transfer agent and custodian for the
Company.
1.9 Whenever in their judgment such action is warranted by unusual market,
economic or political conditions or abnormal circumstances of any kind,
officers of the Company may decline to accept any orders for, or make
any sales of, the Shares until such time as those officers deem it
advisable to accept such orders and to make such sales, and the Company
shall notify the Distributor promptly of any such determination.
1.10 The Company agrees to pay all costs and expenses in connection with the
registration of Shares under the 1933 Act and all expenses in
connection with maintaining facilities for the issue and transfer of
Shares and for supplying information, prices and other data to be
furnished by the Company hereunder, and all expenses in connection with
the preparation
-2-
<PAGE>
and printing of the Company's Prospectuses and Statements of Additional
Information for regulatory purposes and for distribution to existing
shareholders.
1.11 The Company agrees at its own expense to execute any and all documents
and to furnish any and all information and otherwise to take all
actions that may be reasonably necessary in connection with the
qualification of the Shares for sale in such states as the Distributor
may designate. The Company shall notify the Distributor in writing of
the states in which the Shares are to be sold and shall notify the
Distributor in writing of any changes to the information contained in
the previous notification.
1.12 The Company shall furnish from time to time, for use in connection with
the sale of the Shares, such information with respect to the Company
and the Shares as the Distributor may reasonably request; and the
Company warrants that the statements contained in any such information
shall fairly show or represent what they purport to show or represent.
The Company shall also furnish the Distributor upon request with: (a)
audited annual statements and unaudited semi-annual statements of the
Funds' books and accounts prepared by the Company, (b) quarterly
earnings statements of the Funds prepared by the Company, (c) a monthly
itemized list of the securities in the Funds, (d) monthly balance
sheets as soon as practicable after the end of each month, and (e) from
time to time such additional information regarding the Funds' financial
condition as the Distributor may reasonably request.
1.13 The Company represents to the Distributor that all Registration
Statements and Prospectuses filed by the Company with the SEC under the
1933 Act with respect to the Shares have been prepared in conformity
with the requirements of the 1933 Act and the rules and regulations of
the SEC thereunder. As used in this Agreement, the terms "Registration
Statement" and "Prospectus" shall mean any Registration Statement and
any Prospectus (including any Statement of Additional Information
incorporated therein by reference) relating to the Company filed with
the SEC and any amendments or supplements thereto at any time filed
with the SEC. The Company represents and warrants to the Distributor
that any Registration Statement and Prospectus, when such Registration
Statement becomes effective, will contain statements required to be
stated therein in conformity with the 1933 Act and the rules and
regulations of the SEC; that all statements of fact contained in any
such Registration Statement and Prospectus will be true and correct
when such Registration Statement becomes effective; and that no
Registration Statement or Prospectus when such Registration Statement
becomes effective will include an untrue statement of a material fact
or omit to state a material fact required to be stated therein or
necessary to make the statements therein not misleading to a purchaser
of the Shares. The Distributor may but shall not be obligated to
propose from time to time such amendment or amendments to any
Registration Statement and such supplement or supplements to any
Prospectus as, in the light of future developments, may, in the opinion
of the Distributor's counsel, be necessary or advisable. The
Distributor shall promptly notify the Company of any advice given to it
by its counsel regarding the necessity or advisability of amending or
supplementing such Registration Statement or Prospectus. If the Company
shall not propose such amendment or amendments and/or supplement or
supplements within fifteen days after receipt by the
-3-
<PAGE>
Company of a written request from the Distributor to do so, the
Distributor may, at its option, terminate this Agreement. The Company
shall not file any amendment to any Registration Statement or
supplement to any Prospectus without giving the Distributor reasonable
notice thereof in advance; provided, however, that nothing contained in
this Agreement shall in any way limit the Company's right to file at
any time such amendments to any Registration Statement and/or
supplements to any Prospectus, of whatever character, as the Company
may deem advisable, such right being in all respects absolute and
unconditional.
1.14 The Company authorizes the Distributor (and dealers pursuant to any
agreements described in Section 1.4 above) to use any Prospectus in the
form furnished by the Company from time to time in connection with the
sale of the Shares. The Company agrees to indemnify, defend and hold
the Distributor, its several officers and directors, and any person who
controls the Distributor within the meaning of Section 15 of the 1933
Act, free and harmless from and against any and all claims, demands,
liabilities and expenses (including the cost of investigating or
defending such claims, demands or liabilities and any reasonable
counsel fees incurred in connection therewith) which the Distributor,
its officers and directors, or any such controlling person, may incur
under the 1933 Act, or under common law or otherwise, arising out of or
based upon any untrue statement, or alleged untrue statement of a
material fact contained in any Registration Statement or any Prospectus
or arising out of or based upon any omission, or alleged omission, to
state a material fact required to be stated in any Registration
Statement or any Prospectus or necessary to make the statements in
either thereof not misleading; provided, however, that the Company's
agreement to indemnify the Distributor, its officers or directors, and
any such controlling person, shall not be deemed to cover any claims,
demands, liabilities or expenses arising out of any representations or
statements contained in any Registration Statement or in any Prospectus
that were furnished in writing to the Company or its counsel by the
Distributor expressly for use in the answers to the Registration
Statement or in the corresponding statements made in the Prospectus, or
arising out of or based upon any omission or alleged omission to state
a material fact in connection with such information furnished in
writing by the Distributor to the Company or its counsel and required
to be stated in such answers or necessary to make such answers not
misleading; and further provided that the Company's agreement to
indemnify the Distributor and the Company's representations and
warranties hereinbefore set forth in Section 1.13 shall not be deemed
to cover any liability to the Company or its shareholders to which the
Distributor would otherwise be subject by reason of willful
misfeasance, bad faith or negligence in the performance of its duties,
or by reason of the Distributor's reckless disregard of its duties and
obligations under this Agreement. The Company's indemnification
agreement contained in this Section 1.14 and the Company's
representations and warranties in this Agreement shall remain operative
and in full force and effect regardless of any investigation made by or
on behalf of the Distributor, its officers and directors, or any
controlling person, and shall survive delivery of any Shares. The
Company agrees promptly to notify the Distributor of the commencement
of any litigation or proceedings against the Company or any of its
officers or trustees in connection with the issue and sale of any
Shares. This agreement to indemnify will inure exclusively to the
Distributor's benefit, to the benefit of its several officers and
directors
-4-
<PAGE>
and their respective estates, and to the benefit of its controlling
persons and their successors.
1.15 The Distributor agrees to indemnify, defend and hold the Company, its
several officers and trustees, and any person who controls the Company
within the meaning of Section 15 of the 1933 Act, free and harmless
from and against any and all claims, demands, liabilities and expenses
(including the costs of investigating or defending such claims,
demands, or liabilities and any reasonable counsel fees incurred in
connection therewith) which the Company, its officers or trustees, or
any such controlling person, may incur under the 1933 Act, or under
common law or otherwise, but only to the extent that such liability or
expense incurred by the Company, its officers or trustees, or such
controlling person, resulting from such claims or demands, shall arise
out of or be based upon any untrue, or alleged untrue, statement of a
material fact contained in information furnished in writing by the
Distributor to the Company or its counsel expressly for use in the
answers to any of the items of the Registration Statement or in the
corresponding statements made in the Prospectus, or shall arise out of
or be based upon any omission, or alleged omission, to state a material
fact in connection with such information furnished in writing by the
Distributor to the Company or its counsel and required to be stated in
such answers or necessary to make such information not misleading. The
Distributor's indemnification agreement contained in this Section 1.15
and representations and warranties in this Agreement shall remain
operative and in full force and effect regardless of any investigation
made by or on behalf of the Company or its officers and trustees, and
shall survive the delivery of any Shares. The Distributor agrees
promptly to notify the Company of the commencement of any litigation or
proceedings against the Distributor or any of its officers, directors
or controlling persons in connection with the issuance and sale of any
of the Shares.
1.16 (a) In any case in which one party hereto (the "Indemnifying
Party") may be asked to indemnify or hold the other party hereto (the
"Indemnified Party") harmless, the Indemnified Party will notify the
Indemnifying Party in writing promptly after identifying any situation
which it believes presents or appears likely to present a claim for
indemnification (an "Indemnification Claim") against the Indemnifying
Party, although the failure to do so shall not relieve the Indemnifying
Party from any liability which it may otherwise have to the Indemnified
Party, and the Indemnified Party shall keep the Indemnifying Party
advised with respect to all developments concerning such situation. The
Indemnifying Party shall be entitled to participate at its own expense
in the defense, or if it so elects, to assume the defense of, any
Indemnification Claim which may be the subject of this indemnification,
and, in the event that the Indemnifying Party so elects, such defense
shall be conducted by counsel of good standing chosen by the
Indemnifying Party and approved by the Indemnified Party, which
approval shall not be unreasonably withheld. In the event the
Indemnifying Party elects to assume the defense of any such
Indemnification Claim and retain such counsel, the Indemnified Party
shall bear the fees and expenses of any additional counsel retained by
the Indemnified Party. The Indemnified Party will not confess any
Indemnification Claim or make any compromise in any case in which the
Indemnifying Party will be asked to provide indemnification, except
with the Indemnifying Party's prior written consent.
-5-
<PAGE>
(b) In the event that the Company is the Indemnifying Party and
the Indemnifying Party does not elect to assume the defense of any such
Indemnification Claim, or in case the Distributor reasonably does not
approve of counsel chosen by the Company, the Company will reimburse
the Distributor, its officers, directors and employees, or the
controlling person or persons named as defendant or defendants in such
Indemnification Claim, for the fees and expenses of any counsel
retained by the Distributor or them.
(c) The obligations of the parties hereto under Sections 1.14
through 1.16 shall survive the termination of this Agreement.
1.17 No Shares shall be offered by either the Distributor or the Company
under any of the provisions of this Agreement and no orders for the
purchase or sale of Shares hereunder shall be accepted by the Company
if and so long as effectiveness of the Registration Statement then in
effect or any necessary amendments thereto shall be suspended under any
of the provisions of the 1933 Act, or if and so long as a current
Prospectus as required by Section 5(b)(2) of the 1933 Act is not on
file with the SEC; provided, however, that nothing contained in this
Section 1.17 shall in any way restrict or have any application to or
bearing upon the Company's obligation to redeem Shares tendered for
redemption by any shareholder in accordance with the provisions of the
Company's Registration Statement or Declaration of Trust.
1.18 The Company agrees to advise the Distributor as soon as reasonably
practical by a notice in writing delivered to the Distributor:
(a) of any request by the SEC for amendments to the Registration
Statement or Prospectus then in effect or for additional information;
(b) in the event of the issuance by the SEC of any stop order
suspending the effectiveness of the Registration Statement or
Prospectus then in effect or the initiation by service of process on
the Company of any proceeding for that purpose;
(c) of the happening of any event that makes untrue any statement
of a material fact made in the Registration Statement or Prospectus
then in effect or that requires the making of a change in such
Registration Statement or Prospectus in order to make the statements
therein not misleading; and
(d) of all actions of the SEC with respect to any amendments to
any Registration Statement or Prospectus which may from time to time be
filed with the SEC.
For purposes of this Section 1.18, informal requests by or acts of the
staff of the SEC shall not be deemed actions of or requests by the SEC.
-6-
<PAGE>
2. TERM
2.1 This Agreement shall become effective immediately upon the consummation
of the acquisition of First Data Investor Services Group, Inc., by a
subsidiary of PNC Bank Corp., which the parties anticipate to occur on
or about December 1, 1999, and, unless sooner terminated as provided
herein, shall continue for an initial one-year term and thereafter
shall continue automatically for successive one-year terms, provided
such continuance is specifically approved at least annually by (i) the
Company's Board of Trustees or (ii) by a vote of a majority (as defined
in the 1940 Act and Rule 18f-2 thereunder) of the outstanding voting
securities of the Company, provided that in either event the
continuance is also approved by a majority of the Trustees who are not
parties to this Agreement and who are not interested persons (as
defined in the 1940 Act) of any party to this Agreement, by vote cast
in person at a meeting called for the purpose of voting on such
approval. This Agreement is terminable without penalty, on at least
sixty days' written notice, by the Company's Board of Trustees, by vote
of a majority (as defined in the 1940 Act and Rule 18f-2 thereunder) of
the outstanding voting securities of the Company, or by the
Distributor. This Agreement will also terminate automatically in the
event of its assignment (as defined in the 1940 Act and the rules
thereunder).
2.2 In the event a termination notice is given by the Company and provided
that the Distributor is not in default under this Agreement at the time
of such termination notice, all reasonable expenses associated with
movement of records and materials and conversion thereof to a successor
distributor will be borne by the Company.
3. LIMITATION OF LIABILITY
3.1 The Distributor shall not be liable to the Company for any error of
judgment or mistake of law or for any loss suffered by the Company in
connection with the performance of its obligations and duties under
this Agreement, except a loss resulting from the Distributor's willful
misfeasance, bad faith or negligence in the performance of such
obligations and duties, or by reason of its reckless disregard thereof.
3.2 Each party shall have the duty to mitigate damages for which the other
party may become responsible.
3.3 NOTWITHSTANDING ANYTHING IN THIS AGREEMENT TO THE CONTRARY, IN NO EVENT
SHALL EITHER PARTY, ITS AFFILIATES OR ANY OF ITS OR THEIR DIRECTORS,
TRUSTEES, OFFICERS, EMPLOYEES, AGENTS OR SUBCONTRACTORS BE LIABLE TO
THE OTHER PARTY FOR CONSEQUENTIAL DAMAGES, PROVIDED, HOWEVER, THAT
NOTHING CONTAINED IN THIS SECTION 3.3 SHALL BE CONSTRUED SO AS TO LIMIT
THE RIGHT OF ANY SHAREHOLDER OF THE COMPANY, WHETHER SUING ON HIS, HER
OR ITS OWN BEHALF OR DERIVATIVELY THROUGH THE COMPANY, TO CONSEQUENTIAL
DAMAGES.
-7-
<PAGE>
4. MODIFICATIONS AND WAIVERS
No change, termination, modification, or waiver of any term or
condition of the Agreement shall be valid unless in writing signed by
each party. No such writing shall be effective as against the Company
unless said writing is executed by the President of the Company. No
such writing shall be effective as against the Distributor unless said
writing is executed by a Senior Vice President, Executive Vice
President or President of the Distributor. A party's waiver of a breach
of any term or condition in the Agreement shall not be deemed a waiver
of any subsequent breach of the same or another term or condition.
5. NO PRESUMPTION AGAINST DRAFTER
The Distributor and the Company have jointly participated in the
negotiation and drafting of this Agreement. The Agreement shall be
construed as if drafted jointly by the Company and the Distributor, and
no presumptions arise favoring any party by virtue of the authorship of
any provision of this Agreement.
6. PUBLICITY
Neither the Distributor nor the Company shall release or publish news
releases, public announcements, advertising or other publicity relating
to this Agreement or to the transactions contemplated by it without
prior review and written approval of the other party; provided,
however, that either party may make such disclosures as are required by
legal, accounting or regulatory requirements after making reasonable
efforts in the circumstances to consult in advance with the other
party.
7. SEVERABILTITY
The parties intend every provision of this Agreement to be severable.
If a court of competent jurisdiction determines that any term or
provision is illegal or invalid for any reason, the illegality or
invalidity shall not affect the validity of the remainder of this
Agreement. In such case, the parties shall in good faith modify or
substitute such provision consistent with the original intent of the
parties. Without limiting the generality of this paragraph, if a court
determines that any remedy stated in this Agreement has failed of its
essential purpose, then all other provisions of this Agreement shall
remain fully effective.
8. FORCE MAJEURE
No party shall be liable for any default or delay in the performance of
its obligations under this Agreement if and to the extent such default
or delay is caused, directly or indirectly, by circumstances beyond
such party's reasonable control. In any such event, the non-performing
party shall be excused from any further performance and observance of
the obligations so affected only for so long as such circumstances
prevail and such
-8-
<PAGE>
party continues to use commercially reasonable efforts to recommence
performance or observance as soon as practicable.
9. MISCELLANEOUS
9.1 Any notice or other instrument authorized or required by this Agreement
to be given in writing to the Company or the Distributor shall be
sufficiently given if addressed to the party and received by it at its
office set forth below or at such other place as it may from time to
time designate in writing.
To the Company:
John T. O'Neill, President
Galaxy Fund II
c/o Hasbro, Inc.
200 Narragansett Park Drive
Pawtucket, Rhode Island 02862
with a copy to:
W. Bruce McConnel, III, Esq.
Drinker Biddle & Reath LLP
One Logan Square
18th & Cherry Streets
Philadelphia, Pennsylvania 19103-6996
To the Distributor:
Provident Distributors, Inc.
Four Falls Corporate Center, 6th Floor
West Conshohocken, Pennsylvania 19428-2961
Attention: Philip Rinnander
9.2 The laws of the Commonwealth of Massachusetts, excluding the laws on
conflicts of laws, and the applicable provisions of the 1940 Act shall
govern the interpretation, validity, and enforcement of this Agreement.
To the extent the provisions of Massachusetts law or the provisions
hereof conflict with the 1940 Act, the 1940 Act shall control. All
actions arising from or related to this Agreement shall be brought in
the state and federal courts sitting in the City of Boston, and the
Distributor and the Company hereby submit themselves to the exclusive
jurisdiction of those courts
9.3 This Agreement may be executed in any number of counterparts, each of
which shall be deemed to be an original and which collectively shall be
deemed to constitute only one instrument.
-9-
<PAGE>
9.4 The captions of this Agreement are included for convenience of
reference only and in no way define or delimit any of the provisions
hereof or otherwise affect their construction or effect.
9.5 This Agreement shall be binding upon and shall inure to the benefit of
the parties hereto and their respective successors and is not intended
to confer upon any other person any rights or remedies hereunder.
10. CONFIDENTIALITY
10.1 The parties agree that the Proprietary Information (defined below) and
the contents of this Agreement (collectively "Confidential
Information") are confidential information of the parties and their
respective licensers. The Company and the Distributor shall exercise at
least, the same degree of care, but not less than reasonable care, to
safeguard the confidentiality of the Confidential Information of the
other as it would to protect its own Confidential Information. The
Company and the Distributor may use the Confidential Information only
to exercise their respective rights or perform their respective duties
under this Agreement. Except as otherwise required by law and except as
disclosed in the Company's Registration Statement and filed as an
exhibit thereto, the Company and the Distributor shall not duplicate,
sell or disclose to others the Confidential Information of the other,
in whole or in part, without the prior written permission of the other
party. The Company and the Distributor may, however, disclose
Confidential Information to their respective employees who have a need
to know the Confidential Information to perform work for the other,
provided that the Company and the Distributor shall use reasonable
efforts to ensure that the Confidential Information is not duplicated
or disclosed by their respective employees in breach of this Agreement.
The Company and the Distributor may also disclose the Confidential
Information to independent contractors, auditors and professional
advisors, provided they first agree in writing to be bound by
confidentiality obligations substantially similar to this Section 11.
Notwithstanding the previous sentence, in no event shall either the
Company or the Distributor disclose the Confidential Information to any
competitor of the other without specific, prior written consent.
10.2 Proprietary Information means:
(a) any data or information that is competitively sensitive
material, and not generally known to the public, including, but not
limited to, information about product plans, marketing strategies,
finance, operations, customer relationships, customer profiles, sales
estimates, business plans, and internal performance results relating to
the past, present or future business activities of the Company or the
Distributor, their respective subsidiaries and affiliated companies and
the customers, clients and suppliers of any of them;
(b) any scientific or technical information, design, process,
procedure, formula, or improvement that is commercially valuable and
secret in the sense that its confidentiality affords the Company or the
Distributor a competitive advantage over its competitors; and
-10-
<PAGE>
(c) all confidential or proprietary concepts, documentation,
reports, data, specifications, computer software, source code, object
code, flow charts, databases, inventions, know-how, show-how and trade
secrets, whether or not patentable or copyrightable.
10.3 Confidential Information includes, without limitation, all documents,
inventions, substances, engineering and laboratory notebooks, drawings,
diagrams, specifications, bills of material, equipment, prototypes and
models, and any other tangible manifestation of the foregoing of either
party which now exist or come into the control or possession of the
other.
10.4 Notwithstanding the foregoing, it is hereby understood and agreed by
the parties hereto that any marketing strategies, financing plans,
customer profiles, sales estimates, business plans or similar items
prepared or developed by the Distributor for the benefit of the Company
shall be considered the Proprietary Information of the Company and
nothing in this Agreement shall be construed to prevent or prohibit the
Company from disclosing such Proprietary Information to a successor
distributor.
11. OBLIGATIONS OF THE TRUST
The names "Galaxy Fund II" and "Trustees of Galaxy Fund II" refer
respectively to the Trust created and the Trustees, as trustees but not
individually or personally, acting from time to time under a
Declaration of Trust dated February 22, 1990 which is hereby referred
to and a copy of which is on file at the office of the State Secretary
of the Commonwealth of Massachusetts and at the principal office of the
Company. The obligations of "Galaxy Fund II" entered into in the name
or on behalf thereof by any of the Trustees, representatives or agents
are made not individually, but in such capacities, and are not binding
upon any of the Trustees, Shareholders, or representatives of the
Company personally, but bind only the Trust Property, and all persons
dealing with any class of Shares of the Company must look solely to the
Trust Property belonging to such class for the enforcement of any
claims against the Company.
12. ENTIRE AGREEMENT
This Agreement, including the Schedule hereto, constitutes the entire
agreement between the parties with respect to the subject matter hereof
and supersedes all prior and contemporaneous proposals, agreements,
contracts, representations, and understandings, whether written or
oral, between the parties with respect to the subject matter hereof.
-11-
<PAGE>
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
duly executed all as of the day and year first above written.
GALAXY FUND II
By: /s/ John T. O'Neill
-------------------------------------
Name: John T. O'Neill
-----------------------------------
Title: President
----------------------------------
PROVIDENT DISTRIBUTORS, INC.
By: /s/ Philip H. Rinnander
-------------------------------------
Name: Philip H. Rinnander
-----------------------------------
Title: President
----------------------------------
-12-
<PAGE>
SCHEDULE A
NAME OF FUNDS
Large Company Index Fund
Small Company Index Fund
U.S. Treasury Index Fund
Utility Index Fund
Municipal Bond Fund
