<PAGE>
Drinker Biddle & Reath
Philadelphia National Bank Building
1345 Chestnut Street
February 29, 1996
VIA EDGAR TRANSMISSION
______________________
Securities and Exchange Commission
Judiciary Plaza
450 Fifth Street, N.W.
Washington, D.C. 20549
Re: Form 24F-2 and Opinion
The Galaxy VIP Fund, File Nos. 33-4806/811-6726
_______________________________________________
Ladies and Gentlemen:
On behalf of The Galaxy VIP Fund (the "Trust"), I enclose herewith the
following documents:
1. Form 24F-2 for the Trust for the fiscal year ended December 31,
1995; and
2. Opinion of counsel required by Rule 24f-2(b)(1) under the Investment
Company Act of 1940.
<PAGE>
Please telephone me at 215-988-2556 with any questions or comments you may
have.
Very truly yours,
/s/ Kathleen L. Thren
Kathleen L. Thren
KLT/mfp
Enclosures
<PAGE>
U.S. SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 24F-2
ANNUAL NOTICE OF SECURITIES SOLD
PURSUANT TO RULE 24F-2
1. Name and address of issuer:
The Galaxy VIP Fund
4400 Computer Drive
Westboro, Massachusetts 01581
2. Name of each series or class of funds for which this notice is filed:
Money Market Fund (Class A Shares of beneficial interest)
Equity Fund (Class B Shares of beneficial interest)
Asset Allocation Fund (Class C Shares of beneficial interest)
High Quality Bond Fund (Class D Shares of beneficial interest)
3. Investment Company Act File Number: 811-6726
Securities Act File Number: 33-49290
4. Last day of fiscal year for which this notice is filed: December 31, 1995
5. Check box if this notice is being filed more than 180 days after the close
of the issuer's fiscal year for purposes of reporting securities sold after
the close of the fiscal year but before termination of the issuer's 24f-2
declaration:
[ ]
6. Date of termination of issuer's declaration under Rule 24f-2(a)(1), if
applicable (see Instruction A.6):
7. Number and amount of securities of the same class or series which had been
registered under the Securities Act of 1933 other than pursuant to Rule
24f-2 in a prior fiscal year, but which remained unsold at the beginning
of the fiscal year.
8. Number and amount of securities registered during the fiscal year other
than pursuant to Rule 24f-2:
<PAGE>
9. Number and aggregate sale price of securities sold during the fiscal year:*
10. Number and aggregate sale price of securities sold during the fiscal
year in reliance upon registration pursuant to Rule 24f-2:*
11. Number and aggregate sale price of securities issued during the fiscal
year in connection with dividend reinvestment plans, if applicable
(see Instruction B.7):*
12. Calculation of registration fee:
(i) Aggregate sale price of securities sold during the fiscal *
year in reliance on Rule 24f-2 (from Item 10):
(ii) Aggregate price of shares issued in connection with
dividend reinvestment plans (from Item 11, if applicable):
(iii) Aggregate price of shares redeemed or repurchased during
the fiscal year (if applicable):**
(iv) Aggregate price of shares redeemed or repurchased and
previously applied as a reduction to filing fees
pursuant to Rule 24e-2 (if applicable):
(v) Net aggregate price of securities sold and issued during
<PAGE>
the fiscal year in reliance on Rule 24f-2 [line (i), plus
line (ii), less line (iii), plus line (iv)] (if applicable): *
(vi) Multiplier prescribed by Section 6(b) of the Securities Act x_________
of 1933 or other applicable law or regulation (see Instruction
C.6):
(vii) Fee due [line (i) or line (v) multiplied by line (vi)]: *
_______
_______
Instruction: Issuers should complete lines (ii), (iii), (iv), and (v) only if
the form is being filed within 60 days after the close of the
issuer's fiscal year. See Instruction C.3.
* All shares were sold or issued to an unmanaged separate account that
offers interests therein that are registered under the Securities
Act and on which a filing fee has been or will be paid.
13. Check box if fees are being remitted to the Commission's lockbox
depository as described in Section 3a of the Commission's Rules of
Informal and Other Procedures (17 CFR 202.3a).
[ ]
Date of mailing or wire transfer of filing fees to the Commission's
lockbox depository:
SIGNATURES
This report has been signed below by the following persons on behalf of the
issuer and in the capacities and on the dates indicated.
By (Signature and Title)+ /s/ Neil Forrest
Neil Forrest, Vice President and Assistant Treasurer
Date February 29, 1996
+Please print the name and title of the signing officer below the signature.
<PAGE>
Drinker Biddle & Reath
Philadelphia National Bank Building
1345 Chestnut Street
February 29, 1996
The Galaxy VIP Fund
4400 Computer Drive
Westboro, MA 01581
RE: FORM 24F-2 - THE GALAXY VIP FUND
(REGISTRATION NOS. 33-49290/811-6726)
Gentlemen:
We have acted as counsel for The Galaxy VIP Fund, a Massachusetts business
trust (the "Trust"), in connection with the filing of its Form 24F-2 dated the
date hereof. We have relied upon information provided to us on behalf of the
Trust
with respect to the number of its Class A, Class B, Class C and Class D Shares
(collectively, the OSharesO) that were sold or issued during its fiscal year
ended December 31, 1995. The Trust is authorized to issue an unlimited
number of shares of each class, with a par value of $.001. We have reviewed
the Trust's Declaration of Trust, its Code of Regulations, resolutions adopted
by its Board of Trustees and shareholders, and such other legal and factual
matters as we have considered necessary. We have relied on an opinion of
Ropes & Gray, special Massachusetts counsel to the Trust, insofar as our
opinion below relates to matters arising under the laws of the Commonwealth
of Massachusetts.
On the basis of and subject to the foregoing, we are of the opinion that
the Shares were, when issued for payment as described in the Trust's
prospectus, legally issued, fully paid, and non-assessable by the Trust.
Under Massachusetts law, shareholders of a Massachusetts business
trust could, under certain circumstances, be held personally liable for the
obligations of the trust. However, the Declaration of Trust disclaims
shareholder liability for acts or obligations of the Trust and requires that
notice of such disclaimer be given in each note, bond, contract, order or other
undertaking issued by or on behalf of the Trust or the Trustees relating to the
Trust or any class of shares of beneficial interest of the Trust. The
Declaration of Trust
<PAGE>
provides for indemnification out of the assets of the particular class of
shares for all loss and expense of any shareholder of that class held
personally liable solely by reason of his being or having been a shareholder.
Thus, the risk of a shareholder's incurring financial loss on account
of shareholder liability is limited to circumstances in which that class
of shares itself would be unable to meet its obligations.
We hereby consent to the filing of this opinion with the Securities and
Exchange Commission as part of the Trust's Form 24F-2.
Very truly yours,
/s/DRINKER BIDDLE & REATH
DRINKER BIDDLE & REATH
