0000912057-01-508136 Sample Contracts

DISTRIBUTION AGREEMENT
Distribution Agreement • April 11th, 2001 • Galaxy Fund Ii

This letter is to confirm that the undersigned, Galaxy Fund II (the "Trust"), a Massachusetts business trust, has agreed that the Distribution Agreement between the Trust and PFPC Distributors, Inc. ("PFPC Distributors") dated as of January 2, 2001 (the "Agreement") is herewith amended to add the following additional distribution services:

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AMENDMENT TO
Mutual Fund Custody Agreement • April 11th, 2001 • Galaxy Fund Ii
DRINKER BIDDLE & REATH LLP One Logan Square 18th and Cherry Streets Philadelphia, PA 19103-6996 (215) 988-2700 Fax: (215) 988-2757 www.dbr.com
Galaxy Fund Ii • April 11th, 2001

We have been asked to give our opinion on the Federal income tax consequences to shareholders of the transactions contemplated in the above Agreement and Plan of Reorganization. In our opinion, the material Federal income tax consequences to shareholders of such transactions are accurately described in the subsection entitled "THE REORGANIZATION -- Federal Income Tax Considerations" in the Combined Proxy Statement and Prospectus contained in the Registration Statement being filed this day with the Securities and Exchange Commission.

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