0000912057-01-525567 Sample Contracts

DISTRIBUTION AGREEMENT Amendment No. 1
Distribution Agreement • July 27th, 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 NO. 5 TO TRANSFER AGENCY AND SERVICES AGREEMENT
Transfer Agency and Services Agreement • July 27th, 2001 • Galaxy Fund Ii
AMENDMENT TO
Mutual Fund Custody Agreement • July 27th, 2001 • Galaxy Fund Ii
AGREEMENT AND PLAN OF REORGANIZATION BY AND BETWEEN GALAXY FUND II AND THE PILLAR FUNDS
Agreement and Plan of Reorganization • July 27th, 2001 • Galaxy Fund Ii • Massachusetts
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