AMENDMENT NO. 4 TO THE
AGREEMENT AND DECLARATION OF TRUST
OF COLONIAL TRUST III
This AMENDMENT NO. 4 to the AGREEMENT AND DECLARATION OF TRUST OF
COLONIAL TRUST III is made at Boston, Massachusetts this 24th day of July, 1998
by the Trustees hereunder, and by the holders of shares of beneficial interest
to be issued hereunder as hereinafter provided.
WHEREAS, Article IX, Section 7 of Amendment No. 3 to the Agreement and
Declaration of Trust (the "Declaration of Trust") dated November 15, 1991, of
Colonial Trust III, a copy of which is on file in the Office of the Secretary of
The Commonwealth of Massachusetts, authorizes the trustees of the Trust to amend
said Declaration of Trust at any time by an instrument in writing signed by a
majority of the then Trustees when authorized to do so by a vote of Shareholders
holding a majority of the Shares entitled to vote;
WHEREAS, the holders of a majority of the Shares of the Colonial
International Fund for Growth series of the Trust entitled to vote have
authorized this amendment of the Declaration of Trust;
NOW, THEREFORE, the undersigned, being a majority of the Trustees of
the Trust, and being authorized to do so by the holders of a majority of the
outstanding shares of beneficial interest of the Colonial International Fund for
Growth series of the Trust, have authorized the following amendment to the
Declaration of Trust:
Section 4 of Article IX is hereby amended to read in its entirety as
follows:
Duration and Termination of Trust
Section 4. Unless terminated as provided herein, the Trust shall
continue without limitation of time. The Trust may be terminated at any time by
vote of Shareholders holding at least two-thirds of the Shares of each Series
entitled to vote or by the Trustees by written notice to the Shareholders. Any
series of Shares may be terminated at any time by vote of Shareholders holding
at least two-thirds of the Shares of such series entitled to vote or by the
Trustees by written notice to the Shareholders of such series. Notwithstanding
the foregoing sentence, the Colonial International Fund for Growth series of the
Trust may be terminated at any time by vote of Shareholders holding at least a
majority of the Shares of such series entitled to vote or by the Trustees by
written notice to the Shareholders of such series.
Upon termination of the Trust or of any one or more series of Shares,
after paying or otherwise providing for all charges, taxes, expenses and
liabilities, whether due or accrued or anticipated as may be determined by the
Trustees, the Trust shall in accordance with such procedures as the Trustees
consider appropriate reduce the remaining assets to distributable form in cash
or shares or other securities, or any combination thereof, and distribute the
proceeds to the Shareholders of the series involved, ratably according to the
number of Shares of such series held by the several Shareholders of such series
on the date of termination, except to the extent otherwise required or permitted
by the preferences and special or relative rights and privileges of any classes
of Shares of that series, provided that any distribution to the Shareholders of
a particular class of Shares shall be made to such Shareholders pro rata in
proportion to the number of Shares of such class held by each of them.
The foregoing amendment shall become effective on the date hereof.
IN WITNESS WHEREOF, the undersigned have hereunto set their hands in
the City of Boston, Massachusetts for themselves and their assigns, as of this
24th day of July, 1998.
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THE COMMONWEALTH OF MASSACHUSETTS
Boston, ss. July 24, 1998
Then personally appeared the above-named Trustees and acknowledged the
foregoing instrument to be their free act and deed, before me,
Notary Public
My commission expires:
(Notary's Seal)
