Common use of Applicable Law; Counterparts Clause in Contracts

Applicable Law; Counterparts. This Agreement shall be governed by and construed in accordance with the laws of the State of New York. This Agreement may be signed in various counterparts which together constitute one and the same instrument. If signed in counterparts, this Agreement shall not become effective unless at least one counterpart hereof shall have been executed and delivered on behalf of each party hereto. [End of Text] 22 Please confirm that the foregoing correctly sets forth the agreement among the Trust, the Advisor and the Underwriter. Very truly yours, COLONIAL MUNICIPAL INCOME TRUST By:____________________________________ COLONIAL MANAGEMENT ASSOCIATES, INC. By:____________________________________ Confirmed as of the date first above mentioned. SALOXXX XXXXX XXXNXX XXX. By:______________________ Managing Director 23 SCHEDULE I COLONIAL MUNICIPAL INCOME TRUST Number of Shares of Municipal Underwriter Preferred ----------- --------- Saloxxx Xxxxx Xxxnxx Xxx..................... 3,600 ----- ----- Total........................................ 3,600 ----- 24 EXHIBIT A FORM OF OPINION OF ROPES & GRAY The Underwriter shall have received on the Closing Date an opinion of Ropes & Gray, counsel for the Trust, dated the Closing Date and addressed to the Underwriter, in form and substance satisfactory to the Underwriter and to the effect that:

Applicable Law; Counterparts. This Agreement shall be governed by and ---------------------------- construed in accordance with the laws of the State of New York. This Agreement may be signed in various counterparts which together constitute one and the same instrument. If signed in counterparts, this Agreement shall not become effective unless at least one counterpart hereof shall have been executed and delivered on behalf of each party hereto. [End of Text] 22 Please confirm that the foregoing correctly sets forth the agreement among the Trust, the Advisor Fund and the UnderwriterManager and the several Underwriters. Very truly yours, COLONIAL NUVEEN PENNSYLVANIA DIVIDEND ADVANTAGE MUNICIPAL INCOME TRUST FUND 2 By:: ___________________________ Title: Vice President NUVEEN ADVISORY CORP. By: _____________________________ Title: Vice President Confirmed as of the date first above written on behalf of themselves and the other several Underwriters named in Schedule I hereto. By: Xxxxxxx Xxxxx Xxxxxx Inc. Nuveen Investments X.X. Xxxxxxx & Sons, Inc. Prudential Securities Incorporated UBS Warburg LLC First Union Securities, Inc. Gruntal & Co., L.L.C. Xxxxxx Xxxxxxxxxx Xxxxx LLC Xxxxxxx Xxxxx & Associates, Inc. AS REPRESENTATIVES OF THE SEVERAL UNDERWRITERS By: XXXXXXX XXXXX BARNEY INC. By: ___________________________________ COLONIAL MANAGEMENT ASSOCIATES, INC. By:____________________________________ Confirmed as of the date first above mentioned. SALOXXX XXXXX XXXNXX XXX. By:______________________ Managing Director 23 Title: SCHEDULE I COLONIAL MUNICIPAL INCOME TRUST Number of Shares of Municipal Underwriter Preferred ----------- --------- Saloxxx Xxxxx Xxxnxx Xxx..................... 3,600 ----- ----- Total........................................ 3,600 ----- 24 EXHIBIT A FORM OF OPINION OF ROPES & GRAY The Underwriter shall have received on the Closing Date an opinion of Ropes & Gray, counsel for the Trust, dated the Closing Date and addressed to the Underwriter, in form and substance satisfactory to the Underwriter and to the effect that:I

Applicable Law; Counterparts. This Agreement shall be governed by and construed in accordance with the laws of the State of New York. This Agreement may be signed in various counterparts which together constitute one and the same instrument. If signed in counterparts, this Agreement shall not become effective unless at least one counterpart hereof shall have been executed and delivered on behalf of each party hereto. [End of Text] 22 Please confirm that the foregoing correctly sets forth the agreement among the Trust, the Advisor and the Underwriter. Very truly yours, COLONIAL HIGH INCOME MUNICIPAL INCOME TRUST By:____________________________________ : -------------------------------------- COLONIAL MANAGEMENT ASSOCIATES, INC. By:____________________________________ : -------------------------------------- Confirmed as of the date first above mentioned. SALOXXX XXXXX XXXNXX XXX. By:______________________ : ------------------------------- Managing Director 23 SCHEDULE I COLONIAL HIGH INCOME MUNICIPAL INCOME TRUST Number of Shares of Series T Municipal Underwriter Preferred ----------- --------- Saloxxx Xxxxx Xxxnxx Xxx..................... 3,600 . ........................... 2,400 ----- ----- Total........................................ 3,600 ----- 24 Total ............................................... 2,400 25 EXHIBIT A FORM OF OPINION OF ROPES & GRAY The Underwriter shall have received on the Closing Date an opinion of Ropes & Gray, counsel for the Trust, dated the Closing Date and addressed to the Underwriter, in form and substance satisfactory to the Underwriter and to the effect that:

Applicable Law; Counterparts. This Agreement shall be governed by and construed in accordance with the laws of the State of New York. This Agreement may be signed in various counterparts which together constitute one and the same instrument. If signed in counterparts, this Agreement shall not become effective unless at least one counterpart hereof shall have been executed and delivered on behalf of each party hereto. [End of Text] 22 Please confirm that the foregoing correctly sets forth the agreement among the Trust, the Advisor and the Underwriter. Very truly yours, COLONIAL CALIFORNIA INSURED MUNICIPAL INCOME TRUST FUND By:____________________________________ : /s/ Nancx X. Xxxxxx ---------------------------------------- COLONIAL MANAGEMENT ASSOCIATES, INC. By:____________________________________ : /s/ Nancx X. Xxxxxx ---------------------------------------- Confirmed as of the date first above mentioned. SALOXXX XXXXX XXXNXX XXX. As Representative of the Several Underwriters By:______________________ Managing : /s/ R.F. Xxxx Xx. ------------------------------ Director 23 SCHEDULE I COLONIAL CALIFORNIA INSURED MUNICIPAL INCOME TRUST FUND Number of Shares of Municipal Underwriter Preferred ----------- --------- Saloxxx Xxxxx Xxxnxx Xxx..................... 3,600 ----- ----- Total........................................ 3,600 ----- 24 EXHIBIT A FORM OF OPINION OF ROPES ......................................... 734 A.G. Xxxxxxx & GRAY The Underwriter shall have received on the Closing Date an opinion of Ropes & GrayXons, counsel for the Trust, dated the Closing Date and addressed to the Underwriter, in form and substance satisfactory to the Underwriter and to the effect that:Inc......................................... 244

Applicable Law; Counterparts. This Agreement shall be governed by and construed in accordance with the laws of the State of New York. This Agreement may be signed in various counterparts which together constitute one and the same instrument. If signed in counterparts, this Agreement shall not become effective unless at least one counterpart hereof shall have been executed and delivered on behalf of each party hereto. [End of Text] 22 Please confirm that the foregoing correctly sets forth the agreement among the Trust, the Advisor and the Underwriter. Very truly yours, COLONIAL HIGH INCOME MUNICIPAL INCOME TRUST By:____________________________________ : ------------------------------------- COLONIAL MANAGEMENT ASSOCIATES, INC. By:____________________________________ : ------------------------------------- Confirmed as of the date first above mentioned. SALOXXX XXXXX XXXNXX XXX. By:______________________ : -------------------------------- Managing Director 23 SCHEDULE I COLONIAL HIGH INCOME MUNICIPAL INCOME TRUST Number of Shares of Series W Municipal Underwriter Preferred ----------- --------- Saloxxx Xxxxx Xxxnxx Xxx..................... 3,600 ----- ----- Total........................................ 3,600 ----- 24 . 2,400 ------- Total 2,400 25 EXHIBIT A FORM OF OPINION OF ROPES & GRAY The Underwriter shall have received on the Closing Date an opinion of Ropes & Gray, counsel for the Trust, dated the Closing Date and addressed to the Underwriter, in form and substance satisfactory to the Underwriter and to the effect that:

Applicable Law; Counterparts. This Agreement shall be governed by and construed in accordance with the laws of the State of New York. This Agreement may be signed in various counterparts which together constitute one and the same instrument. If signed in counterparts, this Agreement shall not become effective unless at least one counterpart hereof shall have been executed and delivered on behalf of each party hereto. [End of Text] 22 Please confirm that the foregoing correctly sets forth the agreement among the Trust, the Advisor and the Underwriter. Very truly yours, COLONIAL INVESTMENT GRADE MUNICIPAL INCOME TRUST By:____________________________________ : ------------------------------- COLONIAL MANAGEMENT ASSOCIATES, INC. By:____________________________________ : ------------------------------- Confirmed as of the date first above mentioned. SALOXXX XXXXX XXXNXX XXX. By:______________________ : ---------------------------------- Managing Director 23 SCHEDULE I COLONIAL INVESTMENT GRADE MUNICIPAL INCOME TRUST Number of Shares of Municipal Underwriter Preferred ----------- --------- Saloxxx Xxxxx Xxxnxx Xxx..................... 3,600 ----- ......................................... 2,400 ----- Total........................................ 3,600 ----- 24 EXHIBIT A ............................................................ 2,400 FORM OF OPINION OF ROPES & GRAY The Underwriter shall have received on the Closing Date an opinion of Ropes & Gray, counsel for the Trust, dated the Closing Date and addressed to the Underwriter, in form and substance satisfactory to the Underwriter and to the effect that:

Applicable Law; Counterparts. This Agreement shall be governed by and construed in accordance with the laws of the State of New York applicable to contracts made and to be performed within the State of New York. This Agreement may be signed in various counterparts which together constitute one and the same instrument. If signed in counterparts, this Agreement shall not become effective unless at least one counterpart hereof shall have been executed and delivered on behalf of each party hereto. [End of Text] 22 Please confirm that the foregoing correctly sets forth the agreement among the Trust, the Advisor Company and the Underwriterseveral Underwriters. Very truly yours, COLONIAL MUNICIPAL INCOME HOUSEHOLD CAPITAL TRUST V By:____________________________________ COLONIAL MANAGEMENT ASSOCIATES: ------------------------------------ as Regular Trustee By: ------------------------------------ as Regular Trustee HOUSEHOLD INTERNATIONAL, INC. By:____________________________________ : ------------------------------------ Name: Title: Confirmed as of the date first above mentionedmentioned on behalf of themselves and the other several Underwriters named in Schedule I hereto. SALOXXX XXXXX XXXNXX XXXMerrxxx Xxxcx & Xo. Merrxxx Xxxxx Xxxxxx, Xxnnxx & Xmitx Xxxorporated Morgxx Xxxnxxx & Xo. Incorporated As Representatives of the Underwriters By:______________________ Managing Director 23 : Merrxxx Xxxcx & Xo. Merrxxx Xxxch, Pierce, Fennxx & Xmitx Xxxorporated By: ----------------------------------- SCHEDULE I COLONIAL MUNICIPAL INCOME HOUSEHOLD CAPITAL TRUST V % Capital Securities ---- Number of Shares of Municipal Underwriter Preferred Capital Securities ----------- --------- Saloxxx Xxxxx Xxxnxx Xxx..................... 3,600 ----- ----- Total........................................ 3,600 ----- 24 EXHIBIT A FORM OF OPINION OF ROPES & GRAY The Underwriter shall have received on the Closing Date an opinion of Ropes & Gray, counsel for the Trust, dated the Closing Date and addressed to the Underwriter, in form and substance satisfactory to the Underwriter and to the effect that:-------------------- [Name]...................... --------------------

Applicable Law; Counterparts. This Agreement shall be governed by and --------------------------------- construed in accordance with the laws of the State of New York. This Agreement may be signed in various counterparts which together constitute one and the same instrument. If signed in counterparts, this Agreement shall not become effective unless at least one counterpart hereof shall have been executed and delivered on behalf of each party hereto. [End of Text] 22 Please confirm that the foregoing correctly sets forth the agreement among the Trust, the Advisor Fund and the UnderwriterManager and the several Underwriters. Very truly yours, COLONIAL NUVEEN CALIFORNIA DIVIDEND ADVANTAGE MUNICIPAL INCOME TRUST FUND 2 By:: _____________________________ Title: Vice President NUVEEN ADVISORY CORP. By: _____________________________ Title: Vice President Confirmed as of the date first above written on behalf of themselves and the other several Underwriters named in Schedule I hereto. By: XXXXXXX XXXXX XXXXXX INC. NUVEEN INVESTMENTS X.X. XXXXXXX & SONS, INC. PRUDENTIAL SECURITIES INCORPORATED UBS WARBURG LLC XXXXXXX, XXXXXX & CO. FIRST UNION SECURITIES, INC. SUTRO & CO. INCORPORATED WEDBUSH XXXXXX SECURITIES AS REPRESENTATIVES OF THE SEVERAL UNDERWRITERS By: XXXXXXX XXXXX XXXXXX INC. By: ___________________________________ COLONIAL MANAGEMENT ASSOCIATES, INC. By:____________________________________ Confirmed as of the date first above mentioned. SALOXXX XXXXX XXXNXX XXX. By:______________________ Managing Title: Director 23 SCHEDULE I COLONIAL MUNICIPAL INCOME TRUST Name of Underwriters Number of Common Shares of Municipal Underwriter Preferred ----------- --------- Saloxxx Xxxxx Xxxnxx Xxx..................... 3,600 ----- ----- Total........................................ 3,600 ----- 24 EXHIBIT A FORM OF OPINION OF ROPES & GRAY The Underwriter shall have received on the Closing Date an opinion of Ropes & Gray, counsel for the Trust, dated the Closing Date and addressed to the Underwriter, in form and substance satisfactory to the Underwriter and to the effect that:-------------------- -----------------------

Applicable Law; Counterparts. This Agreement shall be governed by and construed in accordance with the laws of the State of New York. This Agreement may be signed in various counterparts which together constitute one and the same instrument. If signed in counterparts, this Agreement shall not become effective unless at least one counterpart hereof shall have been executed and delivered on behalf of each party hereto. [End of Text] 22 Please confirm that the foregoing correctly sets forth the agreement among the Trust, the Advisor Fund and the UnderwriterManager and the several Underwriters. Very truly yours, COLONIAL NUVEEN NORTH CAROLINA DIVIDEND ADVANTAGE MUNICIPAL INCOME TRUST FUND 2 By:: ___________________________ Title: Vice President NUVEEN ADVISORY CORP. By: ___________________________ Title: Vice President Confirmed as of the date first above written on behalf of themselves and the other several Underwriters named in Schedule I hereto. By: XXXXXXX XXXXX XXXXXX INC. NUVEEN INVESTMENTS X.X. XXXXXXX & SONS, INC. PRUDENTIAL SECURITIES INCORPORATED UBS WARBURG LLC FIRST UNION SECURITIES, INC. XXXX XXXXX XXXX XXXXXX, INCORPORATED XXXXXXX XXXXX & ASSOCIATES, INC. AS REPRESENTATIVES OF THE SEVERAL UNDERWRITERS By: XXXXXXX XXXXX BARNEY INC. By: ___________________________________ COLONIAL MANAGEMENT ASSOCIATES, INC. By:____________________________________ Confirmed as of the date first above mentioned. SALOXXX XXXXX XXXNXX XXX. By:______________________ Managing Title: Director 23 SCHEDULE I COLONIAL MUNICIPAL INCOME TRUST Name of Underwriters Number of Common Shares of Municipal Underwriter Preferred ----------- --------- Saloxxx Xxxxx Xxxnxx Xxx..................... 3,600 ----- ----- Total........................................ 3,600 ----- 24 EXHIBIT A FORM OF OPINION OF ROPES & GRAY The Underwriter shall have received on the Closing Date an opinion of Ropes & Gray, counsel for the Trust, dated the Closing Date and addressed to the Underwriter, in form and substance satisfactory to the Underwriter and to the effect that:-------------------- -----------------------

Applicable Law; Counterparts. This Agreement shall be governed by and construed in accordance with the laws of the State of New York applicable to contracts made and to be performed within the State of New York. This Agreement may be signed in various counterparts which together constitute one and the same instrument. If signed in counterparts, this Agreement shall not become effective unless at least one counterpart hereof shall have been executed and delivered on behalf of each party hereto. [End of Text] 22 Please confirm that the foregoing correctly sets forth the agreement among the Trust, the Advisor Company and the Underwriterseveral Underwriters. Very truly yours, COLONIAL MUNICIPAL INCOME HOUSEHOLD CAPITAL TRUST IV By:____________________________________ COLONIAL MANAGEMENT ASSOCIATES: ------------------------------------ as Regular Trustee By: ------------------------------------ as Regular Trustee HOUSEHOLD INTERNATIONAL, INC. By:____________________________________ : ------------------------------------ Name: Title: Confirmed as of the date first above mentionedmentioned on behalf of themselves and the other several Underwriters named in Schedule I hereto. SALOXXX XXXXX XXXNXX XXXMorgxx Xxxnxxx & Xo. Incorporated [Names of Co-Managers] By:______________________ Managing Director 23 : MORGXX XXXNXXX & XO. INCORPORATED By: ----------------------------------- SCHEDULE I COLONIAL MUNICIPAL INCOME HOUSEHOLD CAPITAL TRUST IV % Trust Preferred Securities ---- Number of Shares of Municipal Underwriter Preferred Securities ----------- --------- Saloxxx Xxxxx Xxxnxx Xxx..................... 3,600 ----- ----- Total........................................ 3,600 ----- 24 EXHIBIT A FORM OF OPINION OF ROPES & GRAY The Underwriter shall have received on the Closing Date an opinion of Ropes & Gray, counsel for the Trust, dated the Closing Date and addressed to the Underwriter, in form and substance satisfactory to the Underwriter and to the effect that:--------------------

Applicable Law; Counterparts. This Agreement shall be governed by ---------------------------- and construed in accordance with the laws of the State of New York. This Agreement may be signed in various counterparts which together constitute one and the same instrument. If signed in counterparts, this Agreement shall not become effective unless at least one counterpart hereof shall have been executed and delivered on behalf of each party hereto. [End of Text] 22 Please confirm that the foregoing correctly sets forth the agreement among the Trust, the Advisor Fund and the UnderwriterManager and the several Underwriters. Very truly yours, COLONIAL NUVEEN CONNECTICUT DIVIDEND ADVANTAGE MUNICIPAL INCOME TRUST FUND 2 By:: ___________________________ Title: Vice President NUVEEN ADVISORY CORP. By: _____________________________ Title: Vice President Confirmed as of the date first above written on behalf of themselves and the other several Underwriters named in Schedule I hereto. By: Xxxxxxx Xxxxx Xxxxxx Inc. Nuveen Investments X.X. Xxxxxxx & Sons, Inc. Prudential Securities Incorporated UBS Warburg LLC Advest, Inc. First Union Securities, Inc. Xxxxxxx Xxxxx & Associates, Inc. AS REPRESENTATIVES OF THE SEVERAL UNDERWRITERS By: XXXXXXX XXXXX BARNEY INC. By: ___________________________________ COLONIAL MANAGEMENT ASSOCIATES, INC. By:____________________________________ Confirmed as of the date first above mentioned. SALOXXX XXXXX XXXNXX XXX. By:______________________ Managing Director 23 Title: SCHEDULE I COLONIAL MUNICIPAL INCOME TRUST Name of Underwriters Number of Common Shares of Municipal Underwriter Preferred ----------- --------- Saloxxx Xxxxx Xxxnxx Xxx..................... 3,600 ----- ----- Total........................................ 3,600 ----- 24 EXHIBIT A FORM OF OPINION OF ROPES & GRAY The Underwriter shall have received on the Closing Date an opinion of Ropes & Gray, counsel for the Trust, dated the Closing Date and addressed to the Underwriter, in form and substance satisfactory to the Underwriter and to the effect that:-------------------- -----------------------

Applicable Law; Counterparts. This Agreement shall be governed by and construed in accordance with the laws of the State of New YorkDelaware, without reference to choice of law principles thereunder. This Agreement may be signed in various counterparts which together shall constitute one and the same instrument. If signed in counterparts, this This Agreement shall not become 34 be effective unless when, but only when, at least one counterpart hereof shall have been executed and delivered on behalf of each party hereto. [End of Text] 22 Please confirm that If the foregoing correctly sets forth our understanding, please indicate your acceptance thereof in the space provided below for that purpose, whereupon this letter and your acceptance shall constitute a binding agreement among the Trust, the Advisor and the Underwriterbetween us. Very truly yours, COLONIAL MUNICIPAL INCOME TRUST SCHUXX XXXEL COMPANY By:______________________________________ COLONIAL MANAGEMENT ASSOCIATESName:____________________________________ Title:___________________________________ CONFIRMED as of the date first above written, on behalf of itself and the several Underwriters named in Schedule I hereto. Principal Financial Securities, Inc. Cruttenden Roth Xxxorporated By: PRINCIPAL FINANCIAL SECURITIES, INC. By:____________________________________ Confirmed as of the date first above mentioned. SALOXXX XXXXX XXXNXX XXX. By:______________________ Managing Director 23 Authorized Representative 35 SCHEDULE I COLONIAL MUNICIPAL INCOME TRUST Number of Shares of Municipal Underwriter Preferred NUMBER OF NAME FIRM SHARES ---- ----------- --------- Saloxxx Xxxxx Xxxnxx Xxx..................... 3,600 ----- ----- Total........................................ 3,600 ----- 24 EXHIBIT A FORM OF OPINION OF ROPES & GRAY The Underwriter shall have received on the Closing Date an opinion of Ropes & GrayPrincipal Financial Securities, counsel for the Trust, dated the Closing Date and addressed to the Underwriter, in form and substance satisfactory to the Underwriter and to the effect that:Inc. Cruttenden Roth Xxxorporated TOTAL..................................................................2,200,000

Applicable Law; Counterparts. This Agreement shall be governed by and construed in accordance with the laws of the State of New York. This Agreement may be signed in various counterparts which together constitute one and the same instrument. If signed in counterparts, this Agreement shall not become effective unless at least one counterpart hereof shall have been executed and delivered on behalf of each party hereto. [End of Text] 22 Please confirm that the foregoing correctly sets forth the agreement among the TrustFund, the Advisor Adviser, the Sub-Adviser and the Underwriterseveral Underwriters. Very truly yours, COLONIAL MUNICIPAL NEUBERGER BERMAN REAL ESTATE INCOME TRUST By:____________________________________ COLONIAL MANAGEMENT ASSOCIATES, FUND INC. By:____________________________________ : ------------------------------------ Title: NEUBERGER BERMAN MANAGEMENT INC. By: ------------------------------------ Title: NEUBERGER BERMAN, LLC By: ------------------------------------ Title: Confirmed as of the date first above mentionedwritten on behalf of themselves and the other several Under- writers named in Schedule I hereto. SALOXXX XXXXX XXXNXX XXXAS REPRESENTATIVE OF THE SEVERAL UNDERWRITERS A.G. EDWARDS & SONS, INC. By:______________________ Managing Director 23 : --------------------------------- Title: SCHEDULE I COLONIAL MUNICIPAL INCOME TRUST Underwriter Number of Shares of Municipal Underwriter Preferred ----------- --------- Saloxxx ---------------- A.G. Edwards & Sons, Inc. Xxxxx Xxxnxx Xxx..................... 3,600 ----- ----- Total........................................ 3,600 ----- 24 ===== EXHIBIT A FORM OF OPINION OF ROPES KIRKPATRICK & GRAY The Underwriter shall have received on the Closing Date an opinion of Ropes & Gray, counsel for the Trust, dated the Closing Date and addressed to the Underwriter, in form and substance satisfactory to the Underwriter and to the effect that:LOCKHART OPINION

Applicable Law; Counterparts. This Agreement shall be governed by and ---------------------------- construed in accordance with the laws of the State of New York. This Agreement may be signed in various counterparts which together constitute one and the same instrument. If signed in counterparts, this Agreement shall not become effective unless at least one counterpart hereof shall have been executed and delivered on behalf of each party hereto. [End of Text] 22 Please confirm that the foregoing correctly sets forth the agreement among the Trust, the Advisor Fund and the UnderwriterManager and the several Underwriters. Very truly yours, COLONIAL NUVEEN OHIO DIVIDEND ADVANTAGE MUNICIPAL INCOME TRUST FUND 2 By:: ___________________________ Title: Vice President NUVEEN ADVISORY CORP. By: _____________________________ Title: Vice President Confirmed as of the date first above written on behalf of themselves and the other several Underwriters named in Schedule I hereto. By: XXXXXXX XXXXX XXXXXX INC. NUVEEN INVESTMENTS X.X. XXXXXXX & SONS, INC. PRUDENTIAL SECURITIES INCORPORATED UBS WARBURG LLC FIRST UNION SECURITIES, INC. MCDONALD INVESTMENTS INC., a KeyCorp Company XXXXXXX XXXXX & ASSOCIATES, INC. AS REPRESENTATIVES OF THE SEVERAL UNDERWRITERS By: XXXXXXX XXXXX BARNEY INC. By: ___________________________________ COLONIAL MANAGEMENT ASSOCIATES, INC. By:____________________________________ Confirmed as of the date first above mentioned. SALOXXX XXXXX XXXNXX XXX. By:______________________ Managing Title: Director 23 SCHEDULE I COLONIAL MUNICIPAL INCOME TRUST Name of Underwriters Number of Common Shares of Municipal Underwriter Preferred ----------- --------- Saloxxx Xxxxx Xxxnxx Xxx..................... 3,600 ----- ----- Total........................................ 3,600 ----- 24 EXHIBIT A FORM OF OPINION OF ROPES & GRAY The Underwriter shall have received on the Closing Date an opinion of Ropes & Gray, counsel for the Trust, dated the Closing Date and addressed to the Underwriter, in form and substance satisfactory to the Underwriter and to the effect that:-------------------- -----------------------

Applicable Law; Counterparts. This Agreement shall be governed by and construed in accordance with the laws of the State of New York applicable to contracts made and to be performed within the Sate of New York. This Agreement may be signed in various counterparts which together constitute one and the same instrument. If signed in counterparts, this Agreement shall not become effective unless at least one counterpart hereof shall have been executed and delivered on behalf of each party hereto. [End of Text] 22 Please confirm that the foregoing correctly sets forth the agreement among the Trust, the Advisor Company and the Underwriterseveral Underwriters. Very truly yours, COLONIAL MUNICIPAL INCOME WALBRO CAPITAL TRUST By:: Walbro Corporation, as Sponsor By: _______________________________ Name: Lambxxx X. Axxxxxxx Title: Chairman and Chief Executive Officer WALBRO CORPORATION By________________________________ COLONIAL MANAGEMENT ASSOCIATES, INCName: Lambxxx X. Axxxxxxx Title: Chairman and Chief Executive Officer Confirmed as of the date first above mentioned on behalf of themselves and the other several Underwriters named in Schedule I hereto. By:_________SMITX XXXXXX XXX. INTERSTATE/JOHNXXX XXXE XXXPORATION As Representatives of the Several Underwriters By SMITX XXXXXX XXX. By ___________________________ Confirmed as of the date first above mentioned. SALOXXX XXXXX XXXNXX XXX. By:______________________ Managing Director 23 Name: Title: 38 SCHEDULE I COLONIAL MUNICIPAL INCOME WALBRO CAPITAL TRUST [ ]% Convertible Trust Preferred Securities Number of Shares of Municipal Underwriter Firm Underwriters Preferred ----------- --------- Saloxxx Xxxxx Xxxnxx Xxx..................... 3,600 ----- ----- Total........................................ 3,600 ----- 24 EXHIBIT A FORM OF OPINION OF ROPES & GRAY The Underwriter shall have received on the Closing Date an opinion of Ropes & Gray, counsel for the Trust, dated the Closing Date and addressed to the Underwriter, in form and substance satisfactory to the Underwriter and to the effect that:Securities

Applicable Law; Counterparts. This Agreement shall be governed by and construed in accordance with the laws of the State of New York. This Agreement may be signed in various counterparts which together constitute one and the same instrument. If signed in counterparts, this Agreement shall not become effective unless at least one counterpart hereof shall have been executed and delivered on behalf of each party hereto. [End of Texttext] 22 Please confirm that the foregoing correctly sets forth the agreement among the Trust, the Advisor and the Underwriterseveral Underwriters. Very truly yours, COLONIAL NEW YORK INSURED MUNICIPAL INCOME TRUST FUND By:_______: _____________________________ COLONIAL MANAGEMENT ASSOCIATES, INC. By:_______: _____________________________ Confirmed as of the date first above mentionedmentioned on behalf of themselves and the other several Underwriters named in Schedule I hereto. SALOXXX XXXXX XXXNXX XXX. A.G. XXXXXXX & XONS, INC. PAINX XXXBXX XXXORPORATED As Representatives of the Several Underwriters By:: SALOXXX XXXXX XXXNEY INC. By: _______________________________ Managing Director 23 SCHEDULE I COLONIAL NEW YORK INSURED MUNICIPAL INCOME TRUST FUND Number of Underwriter Firm Shares of Municipal Underwriter Preferred ----------- --------- ----------- Saloxxx Xxxxx Xxxnxx Xxx..................... 3,600 ----- ----- Total........................................ 3,600 ----- 24 EXHIBIT A FORM OF OPINION OF ROPES & GRAY The Underwriter shall have received on the Closing Date an opinion of Ropes & Gray, counsel for the Trust, dated the Closing Date and addressed to the Underwriter, in form and substance satisfactory to the Underwriter and to the effect that:.......................................

Applicable Law; Counterparts. This Agreement shall be governed by and --------------------------- construed in accordance with the laws of the State of New York. This Agreement may be signed in various counterparts which together constitute one and the same instrument. If signed in counterparts, this Agreement shall not become effective unless at least one counterpart hereof shall have been executed and delivered on behalf of each party hereto. [End of Text] 22 Please confirm that the foregoing correctly sets forth the agreement among the Trust, the Advisor Fund and the UnderwriterManager and the several Underwriters. Very truly yours, COLONIAL NUVEEN MICHIGAN DIVIDEND ADVANTAGE MUNICIPAL INCOME TRUST FUND By:: ___________________________ Title: Vice President NUVEEN ADVISORY CORP. By: _____________________________ Title: Vice President Confirmed as of the date first above written on behalf of themselves and the other several Underwriters named in Schedule I hereto. By: XXXXXXX XXXXX XXXXXX INC. NUVEEN INVESTMENTS X.X. XXXXXXX & SONS, INC. PRUDENTIAL SECURITIES INCORPORATED UBS WARBURG LLC XXXXXXXXXX & CO. INC. FIRST UNION SECURITIES, INC. MCDONALD INVESTMENTS INC., a KeyCorp Company XXXXXXX XXXXX & ASSOCIATES, INC. AS REPRESENTATIVES OF THE SEVERAL UNDERWRITERS By: XXXXXXX XXXXX BARNEY INC. By: ___________________________________ COLONIAL MANAGEMENT ASSOCIATES, INC. By:____________________________________ Confirmed as of the date first above mentioned. SALOXXX XXXXX XXXNXX XXX. By:______________________ Managing Title: Director 23 SCHEDULE I COLONIAL MUNICIPAL INCOME TRUST Number of Shares of Municipal Underwriter Preferred ----------- --------- Saloxxx Xxxxx Xxxnxx Xxx..................... 3,600 ----- ----- Total........................................ 3,600 ----- 24 EXHIBIT A FORM OF OPINION OF ROPES & GRAY The Underwriter shall have received on the Closing Date an opinion of Ropes & Gray, counsel for the Trust, dated the Closing Date and addressed to the Underwriter, in form and substance satisfactory to the Underwriter and to the effect that:I

Applicable Law; Counterparts. This Agreement shall be governed by and ---------------------------- construed in accordance with the laws of the State of New York. This Agreement may be signed in various counterparts which together constitute one and the same instrument. If signed in counterparts, this Agreement shall not become effective unless at least one counterpart hereof shall have been executed and delivered on behalf of each party hereto. [End of Text] 22 Please confirm that the foregoing correctly sets forth the agreement among the Trust, the Advisor Fund and the UnderwriterManager and the several Underwriters. Very truly yours, COLONIAL NUVEEN OHIO DIVIDEND ADVANTAGE MUNICIPAL INCOME TRUST FUND 3 By:_____________________________ Title: Vice President NUVEEN ADVISORY CORP. By: ____________________________ Title: Vice President Confirmed as of the date first above written on behalf of themselves and the other several Underwriters named in Schedule I hereto. By: Xxxxxxx Xxxxx Xxxxxx Inc. Nuveen Investments X.X. Xxxxxxx & Sons, Inc. Prudential Securities Incorporated UBS Warburg LLC First Union Securities, Inc. McDonald Investments Inc., a KeyCorp Company Xxxxxxx Xxxxx & Associates, Inc. AS REPRESENTATIVES OF THE SEVERAL UNDERWRITERS By: XXXXXXX XXXXX BARNEY INC. By: ___________________________________ COLONIAL MANAGEMENT ASSOCIATES, INC. By:____________________________________ Confirmed as of the date first above mentioned. SALOXXX XXXXX XXXNXX XXX. By:______________________ Managing Director 23 Title: SCHEDULE I COLONIAL MUNICIPAL INCOME TRUST Name of Underwriters Number of Common Shares of Municipal Underwriter Preferred ----------- --------- Saloxxx Xxxxx Xxxnxx Xxx..................... 3,600 ----- ----- Total........................................ 3,600 ----- 24 EXHIBIT A FORM OF OPINION OF ROPES & GRAY The Underwriter shall have received on the Closing Date an opinion of Ropes & Gray, counsel for the Trust, dated the Closing Date and addressed to the Underwriter, in form and substance satisfactory to the Underwriter and to the effect that:-------------------- -----------------------

Applicable Law; Counterparts. This Agreement shall be governed by and construed in accordance with the laws of the State of New York. This Agreement may be signed in various counterparts counterparts, which together constitute one and the same instrument. If signed in counterparts, this Agreement shall not become effective unless at least one counterpart hereof shall have been executed and delivered on behalf of each party hereto. [End of Text] 22 Please confirm that the foregoing correctly sets forth the agreement among the TrustFund, the Advisor Investment Manager and the Underwriterseveral Underwriters. Very truly yours, COLONIAL MUNICIPAL SALOMON BROTHERS CAPITAL AND INCOME TRUST FUND INC. By:: _______________________________ Name: Title: SALOMON BROTHERS ASSET MANAGEMENT INC By: _______________________________ Name: Title: Confirmed as of the date first above mentioned on behalf of themselves and the other several Underwriters named in Schedule I hereto. CITIGROUP GLOBAL MARKETS INC. As Representatives of the Several Underwriters By: CITIGROUP GLOBAL MARKETS INC. By: __________________________________ COLONIAL MANAGEMENT ASSOCIATES, INC. By:____________________________________ Confirmed as of the date first above mentioned. SALOXXX XXXXX XXXNXX XXX. By:______________________ Managing Director 23 Name: Title: SCHEDULE I COLONIAL MUNICIPAL INCOME TRUST Salomon Brothers Capital and Income Fund Inc. Underwriter Number of Shares of Municipal Underwriter Preferred ----------- --------- Saloxxx Xxxxx Xxxnxx Xxx..................... 3,600 ----- ----- Total........................................ 3,600 ----- 24 ---------------- Citigroup Global Markets Inc. ............................ Total .................................................... EXHIBIT A A1 FORM OF OPINION OF ROPES & GRAY The Underwriter shall have received on the Closing Date an opinion of Ropes & Gray, counsel for the Trust, dated the Closing Date and addressed to the Underwriter, in form and substance satisfactory to the Underwriter and to the effect that:FUND COUNSEL A1-1 EXHIBIT A2 FORM OF NEGATIVE ASSURANCE LETTER OF FUND COUNSEL A2-1 EXHIBIT B FORM OF OPINION OF XXXXX XXXXXXX LLP EXHIBIT C FORM OF OPINION OF COUNSEL TO INVESTMENT MANAGER

Applicable Law; Counterparts. This Agreement shall be governed by and ---------------------------------- construed in accordance with the laws of the State of New York. This Agreement may be signed in various counterparts which together constitute one and the same instrument. If signed in counterparts, this Agreement shall not become effective unless at least one counterpart hereof shall have been executed and delivered on behalf of each party hereto. [End of Text] 22 Please confirm that the foregoing correctly sets forth the agreement among the Trust, the Advisor Fund and the UnderwriterManager and the several Underwriters. Very truly yours, COLONIAL NUVEEN NEW JERSEY DIVIDEND ADVANTAGE MUNICIPAL INCOME TRUST FUND By:: ___________________________ Title: Vice President NUVEEN ADVISORY CORP. By: _____________________________ Title: Vice President Confirmed as of the date first above written on behalf of themselves and the other several Underwriters named in Schedule I hereto. By: XXXXXXX XXXXX XXXXXX INC. NUVEEN INVESTMENTS X.X. XXXXXXX & SONS, INC. PRUDENTIAL SECURITIES INCORPORATED UBS WARBURG LLC FIRST UNION SECURITIES, INC. GRUNTAL & CO., L.L.C. XXXX XXXXX XXXX XXXXXX, INCORPORATED AS REPRESENTATIVES OF THE SEVERAL UNDERWRITERS By: XXXXXXX XXXXX BARNEY INC. By: ___________________________________ COLONIAL MANAGEMENT ASSOCIATES, INC. By:____________________________________ Confirmed as of the date first above mentioned. SALOXXX XXXXX XXXNXX XXX. By:______________________ Managing Title: Director 23 SCHEDULE I COLONIAL MUNICIPAL INCOME TRUST Number Name of Shares Underwriters Name of Municipal Underwriter Preferred ----------- --------- Saloxxx Common shares -------------------- --------------------- Xxxxxxx Xxxxx Xxxnxx Xxx..................... 3,600 ----- ----- Total........................................ 3,600 ----- 24 EXHIBIT A FORM OF OPINION OF ROPES & GRAY The Underwriter shall have received on the Closing Date an opinion of Ropes & Gray, counsel for the Trust, dated the Closing Date and addressed to the Underwriter, in form and substance satisfactory to the Underwriter and to the effect that:Xxxxxx Inc..............................................

Applicable Law; Counterparts. This Agreement shall be governed ---------------------------- by and construed in accordance with the laws of the State of New York. This Agreement may be signed in various counterparts which together constitute one and the same instrument. If signed in counterparts, this Agreement shall not become effective unless at least one counterpart hereof shall have been executed and delivered on behalf of each party hereto. [End of Text] 22 Please confirm that the foregoing correctly sets forth the agreement among the Trust, the Advisor Advisers and the Underwriterseveral Underwriters. Very truly yours, COLONIAL BLACKROCK STRATEGIC MUNICIPAL INCOME TRUST By:____________________________________ COLONIAL MANAGEMENT ASSOCIATESBLACKROCK ADVISORS, INC. By:___________________________________ BLACKROCK FINANCIAL MANAGEMENT, INC. By:___________________________________ Confirmed as of the date first above mentionedmentioned on behalf of themselves and the other several Underwriters named in Schedule I hereto. SALOXXX XXXXXXX XXXXX XXXNXX XXXXXXXXX INC. PRUDENTIAL SECURITIES INCORPORATED As Representatives of the Several Underwriters By: XXXXXXX XXXXX BARNEY INC. By:: _________________________ Managing Director 23 SCHEDULE I COLONIAL BLACKROCK STRATEGIC MUNICIPAL INCOME TRUST Underwriter Number of ----------- Shares of Municipal Underwriter Preferred ----------- --------- Saloxxx ------ Xxxxxxx Xxxxx Xxxnxx Xxx..................... 3,600 ----- ----- Total........................................ 3,600 ----- 24 EXHIBIT A FORM OF OPINION OF ROPES & GRAY The Underwriter shall have received on the Closing Date an opinion of Ropes & Gray, counsel for the Trust, dated the Closing Date and addressed to the Underwriter, in form and substance satisfactory to the Underwriter and to the effect that:Xxxxxx Inc........................ -- Prudential Securities Incorporated --

Applicable Law; Counterparts. This Agreement shall be governed by and ---------------------------- construed in accordance with the laws of the State of New York. This Agreement may be signed in various counterparts which together constitute one and the same instrument. If signed in counterparts, this Agreement shall not become effective unless at least one counterpart hereof shall have been executed and delivered on behalf of each party hereto. [End of Text] 22 Please confirm that the foregoing correctly sets forth the agreement among the Trust, the Advisor Fund and the UnderwriterManager and the several Underwriters. Very truly yours, COLONIAL NUVEEN ARIZONA DIVIDEND ADVANTAGE MUNICIPAL INCOME TRUST FUND 2 By:: ___________________________ Title: Vice President NUVEEN ADVISORY CORP. By: ___________________________ Title: Vice President Confirmed as of the date first above written on behalf of themselves and the other several Underwriters named in Schedule I hereto. By: Xxxxxxx Xxxxx Xxxxxx Inc. Nuveen Investments X.X. Xxxxxxx & Sons, Inc. Prudential Securities Incorporated UBS Warburg LLC First Union Securities, Inc. Xxxxxxx Xxxxx & Associates, Inc. RBC Xxxx Xxxxxxxx, Inc. AS REPRESENTATIVES OF THE SEVERAL UNDERWRITERS By: XXXXXXX XXXXX XXXXXX INC. By: ___________________________________ COLONIAL MANAGEMENT ASSOCIATES, INC. By:____________________________________ Confirmed as of the date first above mentioned. SALOXXX XXXXX XXXNXX XXX. By:______________________ Managing Director 23 Title: SCHEDULE I COLONIAL MUNICIPAL INCOME TRUST Name of Underwriters Number of Common Shares of Municipal Underwriter Preferred ----------- --------- Saloxxx Xxxxx Xxxnxx Xxx..................... 3,600 ----- ----- Total........................................ 3,600 ----- 24 EXHIBIT A FORM OF OPINION OF ROPES & GRAY The Underwriter shall have received on the Closing Date an opinion of Ropes & Gray, counsel for the Trust, dated the Closing Date and addressed to the Underwriter, in form and substance satisfactory to the Underwriter and to the effect that:-------------------- -----------------------

Applicable Law; Counterparts. This Agreement shall be governed by and construed in accordance with the laws of the State of New York. This Agreement may be signed in various counterparts which together constitute one and the same instrument. If signed in counterparts, this Agreement shall not become effective unless at least one counterpart hereof shall have been executed and delivered on behalf of each party hereto. [End of Text] 22 29 Please confirm that the foregoing correctly sets forth the agreement among the Trust, the Advisor and the Underwriter. Very truly yours, COLONIAL CALIFORNIA INSURED MUNICIPAL INCOME TRUST FUND By:____________________________________ COLONIAL MANAGEMENT ASSOCIATES, INC. By:____________________________________ Confirmed as of the date first above mentioned. SALOXXX XXXXX XXXNXX XXX. By:______________________ Managing Director 23 30 SCHEDULE I COLONIAL CALIFORNIA INSURED MUNICIPAL INCOME TRUST FUND Number of Shares of Municipal Underwriter Preferred ----------- --------- Saloxxx Xxxxx Xxxnxx Xxx..................... 3,600 ----- ----- _________ [Others] _________ Total........................................ 3,600 ----- 24 EXHIBIT A FORM OF OPINION OF ROPES & GRAY The Underwriter shall have received on the Closing Date an opinion of Ropes & Gray, counsel for the Trust, dated the Closing Date and addressed to the Underwriter, in form and substance satisfactory to the Underwriter and to the effect that:_________

Applicable Law; Counterparts. This Agreement shall be governed by and construed in accordance with the laws of the State of New York. This Agreement may be signed in various counterparts which together constitute one and the same instrument. If signed in counterparts, this Agreement shall not become effective unless at least one counterpart hereof shall have been executed and delivered on behalf of each party hereto. [End of Text] 22 Please confirm that the foregoing correctly sets forth the agreement among the TrustFund, the Advisor Adviser, the Sub-Adviser and the Underwriterseveral Underwriters. Very truly yours, COLONIAL MUNICIPAL NEUBERGER BERMAN REAL ESTATE INCOME TRUST By:____________________________________ COLONIAL MANAGEMENT ASSOCIATES, FUND INC. By:____________________________________ : /s/ Peter E. Sundman ------------------------------------ Title: Director NEUBERGER BERMAN MANAGEMENT INC. By: /s/ Peter E. Sundman ------------------------------------ Title: President NEUBERGER BERMAN, LLC By: /s/ Peter E. Sundman ------------------------------------ Title: Executive Vice President Confirmed as of the date first above mentionedwritten on behalf of themselves and the other several Under- writers named in Schedule I hereto. SALOXXX XXXXX XXXNXX XXXAS REPRESENTATIVE OF THE SEVERAL UNDERWRITERS A.G. EDWARDS & SONS, INC. By:______________________ Managing Director 23 Bx: /x/ Xxxxxel D. Bluhm --------------------------------- Title: Vice President SCHEDULE I COLONIAL MUNICIPAL INCOME TRUST Underwriter Number of Shares of Municipal Underwriter Preferred ----------- --------- Saloxxx Xxxxx Xxxnxx Xxx..................... 3,600 ----- ----- Total........................................ 3,600 ----- 24 ---------------- A.G. Edwards & Sons, Inc. 1,260 Total 1,260 ===== ===== EXHIBIT A FORM OF OPINION OF ROPES KIRKPATRICK & GRAY The Underwriter shall have received on the Closing Date an opinion of Ropes & Gray, counsel for the Trust, dated the Closing Date and addressed to the Underwriter, in form and substance satisfactory to the Underwriter and to the effect that:LOCKHART OPINION

Applicable Law; Counterparts. This Agreement shall be governed by and construed in accordance with the laws of the State of New York. This Agreement may be signed in various counterparts which together constitute one and the same instrument. If signed in counterparts, this Agreement shall not become effective unless at least one counterpart hereof shall have been executed and delivered on behalf of each party hereto. [End of Text] 22 Please confirm that the foregoing correctly sets forth the agreement among the TrustFund, the Advisor Adviser, the Sub-Adviser and the Underwriterseveral Underwriters. Very truly yours, COLONIAL MUNICIPAL INCOME TRUST NUVEEN TAX-ADVANTAGED FLOATING RATE FUND By:: ------------------- Title: NUVEEN ASSET MANAGEMENT By: ------------------- Title: SPECTRUM ASSET MANAGEMENT, INC. By: ------------------- Title: Confirmed as of the date first above written on behalf of themselves and the other several Under- writers named in Schedule I hereto. AS REPRESENTATIVE OF THE SEVERAL UNDERWRITERS A.G. EDWARDS & SONS, INC. By: -------------------------------- Title: SCHEDULE I Underwriter Number of Shares A.G. Edwards & Sons, Inc. Nuveen Investments, LLC Total _________________________________________________ COLONIAL MANAGEMENT ASSOCIATES, INC. By:____________________________________ Confirmed as of the date first above mentioned. SALOXXX XXXXX XXXNXX XXX. By:______________________ Managing Director 23 SCHEDULE I COLONIAL MUNICIPAL INCOME TRUST Number of Shares of Municipal Underwriter Preferred ----------- --------- Saloxxx Xxxxx Xxxnxx Xxx..................... 3,600 ----- ----- Total........................................ 3,600 ----- 24 EXHIBIT A FORM OF OPINION OF ROPES & GRAY The Underwriter shall have received on the Closing Date an opinion of Ropes & Gray, counsel for the Trust, dated the Closing Date and addressed to the Underwriter, in form and substance satisfactory to the Underwriter and to the effect that:A

Applicable Law; Counterparts. This Agreement shall be ---------------------------- governed by and construed in accordance with the internal laws of the State of New YorkYork without reference to conflict of law principles thereunder. This Agreement may be signed in various counterparts which together shall constitute one and the same instrument. If signed in counterparts, this Agreement and shall not become be effective unless when at least one counterpart hereof shall have been executed and delivered by or on behalf of each party hereto. [End of Text] 22 Please confirm that If the foregoing correctly sets forth is in accordance with your understanding of our agreement, kindly sign and return to us the enclosed duplicates hereof, whereupon it will become a binding agreement among the TrustCompany, the Advisor Selling Stockholder and the Underwriterseveral Underwriters, including the Representatives, all in accordance with its terms. Very truly yours, COLONIAL MUNICIPAL INCOME TRUST KOALA CORPORATION By: ________________________________ Its: _______________________________ THE SELLING STOCKHOLDER: ROCKMONT CAPITAL LIMITED By:_______________________________ Name:__________________ COLONIAL MANAGEMENT ASSOCIATESTitle:_________________ The foregoing Underwriting Agreement is hereby confirmed and accepted as of the date first above written. XXXXXX GULL XXXXXXX & XxXXXXXX INC. XXXXXX XXXXXXX INCORPORATED XXXXX-XXXXXX CAPITAL GROUP, INC. By: Xxxxxx Gull Xxxxxxx & XxXxxxxx Inc. Acting as Representatives of the several Underwriters (including themselves) identified in Schedule II annexed hereto. By:____________________________________ Confirmed as of the date first above mentioned. SALOXXX XXXXX XXXNXX XXX. By:______________________ Managing Director 23 SCHEDULE Authorized Representative 38 KOALA CORPORATION Schedule I COLONIAL MUNICIPAL INCOME TRUST Number of Shares of Municipal Underwriter Preferred ----------- --------- Saloxxx Xxxxx Xxxnxx Xxx..................... 3,600 ----- ----- Total........................................ 3,600 ----- 24 EXHIBIT A FORM OF OPINION OF ROPES & GRAY The Underwriter shall have received on the Closing Date an opinion of Ropes & Gray, counsel for the Trust, dated the Closing Date and addressed to the Underwriter, in form and substance satisfactory to the Underwriter and to the effect that:----------

Applicable Law; Counterparts. This Agreement shall be governed by and ---------------------------- construed in accordance with the laws of the State of New York. This Agreement may be signed in various counterparts which together constitute one and the same instrument. If signed in counterparts, this Agreement shall not become effective unless at least one counterpart hereof shall have been executed and delivered on behalf of each party hereto. [End of Text] 22 Please confirm that the foregoing correctly sets forth the agreement among the Trust, the Advisor Fund and the UnderwriterManager and the several Underwriters. Very truly yours, COLONIAL NUVEEN NEW JERSEY DIVIDEND ADVANTAGE MUNICIPAL INCOME TRUST FUND 2 By:: _______________________ Title: Vice President NUVEEN ADVISORY CORP. By: _______________________ Title: Vice President Confirmed as of the date first above written on behalf of themselves and the other several Underwriters named in Schedule I hereto. By: Xxxxxxx Xxxxx Xxxxxx Inc. Nuveen Investments X.X. Xxxxxxx & Sons, Inc. Prudential Securities Incorporated UBS Warburg LLC First Union Securities, Inc. Gruntal & Co., L.L.C. Xxxxxx Xxxxxxxxxx Xxxxx LLC Xxxxxxx Xxxxx & Associates, Inc. RBC Xxxx Xxxxxxxx, Inc. AS REPRESENTATIVES OF THE SEVERAL UNDERWRITERS By: XXXXXXX XXXXX XXXXXX INC. By: ___________________________________ COLONIAL MANAGEMENT ASSOCIATES, INC. By:____________________________________ Confirmed as of the date first above mentioned. SALOXXX XXXXX XXXNXX XXX. By:______________________ Managing Director 23 Title: SCHEDULE I COLONIAL MUNICIPAL INCOME TRUST Name of Underwriters Number of Common Shares of Municipal Underwriter Preferred ----------- --------- Saloxxx Xxxxx Xxxnxx Xxx..................... 3,600 ----- ----- Total........................................ 3,600 ----- 24 EXHIBIT A FORM OF OPINION OF ROPES & GRAY The Underwriter shall have received on the Closing Date an opinion of Ropes & Gray, counsel for the Trust, dated the Closing Date and addressed to the Underwriter, in form and substance satisfactory to the Underwriter and to the effect that:-------------------- -----------------------

Applicable Law; Counterparts. This Agreement shall be governed by and ---------------------------- construed in accordance with the laws of the State of New York. This Agreement may be signed in various counterparts which together constitute one and the same instrument. If signed in counterparts, this Agreement shall not become effective unless at least one counterpart hereof shall have been executed and delivered on behalf of each party hereto. [End of Text] 22 Please confirm that the foregoing correctly sets forth the agreement among the Trust, the Advisor Fund and the UnderwriterManager and the several Underwriters. Very truly yours, COLONIAL NUVEEN GEORGIA DIVIDEND ADVANTAGE MUNICIPAL INCOME TRUST FUND By:: ___________________________ Title: Vice President NUVEEN ADVISORY CORP. By: _____________________________ Title: Vice President 34 Confirmed as of the date first above written on behalf of themselves and the other several Underwriters named in Schedule I hereto. By: XXXXXXX XXXXX XXXXXX INC. NUVEEN INVESTMENTS X.X. XXXXXXX & SONS, INC. PRUDENTIAL SECURITIES INCORPORATED UBS WARBURG LLC FIRST UNION SECURITIES, INC. XXXXXXX XXXXX & ASSOCIATES, INC. WACHOVIA SECURITIES, INC. AS REPRESENTATIVES OF THE SEVERAL UNDERWRITERS By: XXXXXXX XXXXX BARNEY INC. By: ___________________________________ COLONIAL MANAGEMENT ASSOCIATES, INC. By:____________________________________ Confirmed as of the date first above mentioned. SALOXXX XXXXX XXXNXX XXX. By:______________________ Managing Title: Director 23 SCHEDULE I COLONIAL MUNICIPAL INCOME TRUST Name of Underwriters Number of Common Shares of Municipal Underwriter Preferred ----------- --------- Saloxxx Xxxxx Xxxnxx Xxx..................... 3,600 ----- ----- Total........................................ 3,600 ----- 24 EXHIBIT A FORM OF OPINION OF ROPES & GRAY The Underwriter shall have received on the Closing Date an opinion of Ropes & Gray, counsel for the Trust, dated the Closing Date and addressed to the Underwriter, in form and substance satisfactory to the Underwriter and to the effect that:-------------------- -----------------------

Applicable Law; Counterparts. This Agreement shall be governed ---------------------------- by and construed in accordance with the laws of the State of New York. This Agreement may be signed in various counterparts which together constitute one and the same instrument. If signed in counterparts, this Agreement shall not become effective unless at least one counterpart hereof shall have been executed and delivered on behalf of each party hereto. [End of Text] 22 Please confirm that the foregoing correctly sets forth the agreement among the Trust, the Advisor Advisers and the Underwriterseveral Underwriters. Very truly yours, COLONIAL THE BLACKROCK STRATEGIC MUNICIPAL INCOME TRUST By:____________________________________ COLONIAL MANAGEMENT ASSOCIATESBLACKROCK ADVISORS, INC. By:__________________________ BLACKROCK FINANCIAL MANAGEMENT, INC. By:__________________________ Confirmed as of the date first above mentionedmentioned on behalf of themselves and the other several Underwriters named in Schedule I hereto. SALOXXX XXXXXXX XXXXX XXXNXX XXXXXXXXX INC. X.X. XXXXXXX & SONS, INC. PAINEWEBBER INCORPORATED PRUDENTIAL SECURITIES INCORPORATED As Representatives of the Several Underwriters By: XXXXXXX XXXXX XXXXXX INC. By:: __________________________ Managing Director 23 SCHEDULE I COLONIAL THE BLACKROCK STRATEGIC MUNICIPAL INCOME TRUST Number of Underwriter Shares of Municipal Underwriter Preferred ----------- --------- Saloxxx Xxxxx Xxxnxx Xxx..................... 3,600 ----- ----- -------- Total........................................ 3,600 ----- 24 ........................... -------- EXHIBIT A FORM OF OPINION OF ROPES & GRAY The Underwriter shall have received on the Closing Date an opinion of Ropes & Gray, counsel for the Trust, dated the Closing Date and addressed to the Underwriter, in form and substance satisfactory to the Underwriter and to the effect that:A

Applicable Law; Counterparts. This Agreement shall be governed by and construed in accordance with the laws of the State of New York. This Agreement may be signed in various counterparts which together constitute one and the same instrument. If signed in counterparts, this Agreement shall not become effective unless at least one counterpart hereof shall have been executed and delivered on behalf of each party hereto. [End of Text] 22 Please confirm that the foregoing correctly sets forth the agreement among the Trust, the Advisor Fund and the UnderwriterManager and the several Underwriters. Very truly yours, COLONIAL NUVEEN INSURED FLORIDA TAX-FREE ADVANTAGE MUNICIPAL INCOME TRUST FUND By:____________________________________ COLONIAL MANAGEMENT ASSOCIATES, INC: ---------------------------------- Title: Chief Administrative Officer NUVEEN ADVISORY CORP. By:____________________________________ : ---------------------------------- Title: Managing Director Confirmed as of the date first above mentioned. SALOXXX XXXXX XXXNXX XXXwritten on behalf of themselves and the other several Underwriters named in Schedule I hereto. By:______________________ Managing Director 23 : Xxxxxxx Xxxxx Xxxxxx Inc. Nuveen Investments X.X. Xxxxxxx & Sons, Inc. Prudential Securities Incorporated Xxxxxxxxxx & Co. Inc. Xxxxxxx Xxxxx & Associates, Inc. Xxxx Xxxx & Co. SunTrust Capital Markets, Inc. Wachovia Securities, Inc. AS REPRESENTATIVES OF THE SEVERAL UNDERWRITERS By: XXXXXXX XXXXX XXXXXX INC. By: ----------------------------------- Title: SCHEDULE I COLONIAL MUNICIPAL INCOME TRUST Number of Shares of Municipal Underwriter Preferred ----------- --------- Saloxxx NAME OF UNDERWRITERS NUMBER OF COMMON SHARES Xxxxxxx Xxxxx Xxxnxx Xxx..................... 3,600 ----- ----- Total........................................ 3,600 ----- 24 EXHIBIT A FORM OF OPINION OF ROPES & GRAY The Underwriter shall have received on the Closing Date an opinion of Ropes & Gray, counsel for the Trust, dated the Closing Date and addressed to the Underwriter, in form and substance satisfactory to the Underwriter and to the effect that:Barney Inc. Nuveen Investments