PRICING AND BOOKKEEPING AGREEMENT
AGREEMENT dated as of November 1, 1991, between each Massachusetts
Business Trust (Trust) designated in Appendix I from time to time, and Colonial
Management Associates, Inc. (Colonial), a Massachusetts corporation. This
Agreement replaces all Service Contracts relating to the performance of similar
services between Colonial and each Trust's predecessor in interest. The Trust
and Colonial agree as follows:
1. Appointment. The Trust may offer an unlimited number of series (Funds),
each of which may have multiple classes of shares (Shares). This Agreement will
apply to each Fund on the Effective Date set forth in Appendix I as amended from
time to time.
2. Services. Colonial shall (i) determine and timely communicate to
persons designated by the Trust the Fund's net asset values and offering prices
per Share; and (ii) maintain and preserve in a secure manner the accounting
records of the Fund. All records shall be the property of the Fund. Colonial
will provide disaster planning to minimize possible service interruption.
3. Audit, Use and Inspection. Colonial shall make available on its
premises during regular business hours all records of a Fund for reasonable
audit, use and inspection by the Trust, its agents and any regulatory agency
having authority over the Fund.
4. Compensation. The Trust will pay Colonial for each Fund a monthly fee
of $2,250 for the first $50 million of Fund assets, plus a monthly percentage
fee at the following annual rates: .035% on the next $950 million; .025% on the
next $1 billion; .015% on the next $1 billion; and .001% on the excess over $3
billion of the average daily net assets of the Fund for such month.
5. Compliance. Colonial shall comply with applicable provisions relating
to pricing and bookkeeping of the prospectus and statement of additional
information of a Fund and applicable laws and rules in the provision of services
under this Agreement.
6. Limitation of Liability. In the absence of willful misfeasance, bad
faith or gross negligence on the part of Colonial, or reckless disregard of its
obligations and duties hereunder, Colonial shall not be subject to any liability
to the Trust or Fund, to any shareholder of the Trust or the Fund or to any
other person, firm or organization, for any act or omission in the course of, or
connected with, rendering services hereunder.
7. Amendments. The Trust shall submit to Colonial a reasonable time in
advance of filing with the Securities and Exchange Commission copies of any
changes in its Registration Statements. If a change in documents or procedures
materially increases the cost to Colonial of performing its obligations,
Colonial shall be entitled to receive reasonable additional compensation.
8. Duration and Termination, etc. This Agreement may be changed only by
writing executed by each party. This Agreement: (a) shall continue in effect
from year to year so long as approved annually by vote of a majority of the
Trustees who are not affiliated with Colonial; (b) may be terminated at any time
without penalty by sixty days' written notice to either party; and (c) may be
terminated at any time for cause by either party if such cause remains
unremedied for a reasonable period not to exceed ninety days after receipt of
written specification of such cause. Paragraph 6 of this Agreement shall survive
termination. If the Trust designates a successor to any of Colonial's
obligations, Colonial shall, at the expense and direction of the Trust, transfer
to the successor all Trust records maintained by Colonial.
9. Miscellaneous. This Agreement shall be governed by the laws of The
Commonwealth of Massachusetts.
IN WITNESS WHEREOF, the parties have duly executed this Agreement as of
the day and year first above.
EACH TRUST DESIGNATED IN APPENDIX I
By:
Xxxxxxx X. Silver, Controller
COLONIAL MANAGEMENT ASSOCIATES, INC.
By:
Xxxxxx X. Xxxxx, Senior Vice President
A copy of the document establishing the Trust is filed with the Secretary of The
Commonwealth of Massachusetts. This Agreement is executed by officers not as
individuals and is not binding upon any of the Trustees, officers or
shareholders of the Trust individually but only upon the assets of the Fund.
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APPENDIX I
Trust Series Effective Date
Colonial Trust I Colonial High Yield Securities Fund 11/1/91
Colonial Income Fund 5/1/92
Colonial Strategic Income Fund 5/1/92
Xxxxx Xxx Advisor's Tax-Managed Growth Fund 12/30/96
Colonial Trust II Colonial Intermediate U.S. Government Fund 2/14/92
Colonial Short Duration U.S. Government Fund 10/1/92
Colonial Newport Tiger Cub Fund 6/3/96
Newport Japan Opportunities Fund 6/3/96
Newport Greater China Fund 5/12/97
[SoGen] Gold Fund
[SoGen] Global Fund
[SoGen] Overseas Fund
Colonial Trust III Colonial Select Value Fund 11/1/91
The Colonial Fund 2/14/92
Colonial Federal Securities Fund 2/14/92
Colonial Global Equity Fund 2/14/92
Colonial International Horizons Fund 2/14/92
Colonial International Fund for Growth 12/1/93
Colonial Strategic Balanced Fund 9/1/94
Colonial Trust IV Colonial High Yield Municipal Fund 6/5/92
Colonial Intermediate Tax-Exempt Fund 12/18/92
Colonial Tax-Exempt Fund 11/1/91
Colonial Tax-Exempt Insured Fund 11/1/91
Colonial Utilities Fund 2/14/92
Colonial Trust V Colonial Massachusetts Tax-Exempt Fund 11/1/91
Colonial Connecticut Tax-Exempt Fund 11/1/91
Colonial California Tax-Exempt Fund 8/3/92
Colonial Michigan Tax-Exempt Fund 8/3/92
Colonial Minnesota Tax-Exempt Fund 8/3/92
Colonial New York Tax-Exempt Fund 8/3/92
Colonial North Carolina Tax-Exempt Fund 8/6/93
Colonial Ohio Tax-Exempt Fund 8/3/92
Colonial Florida Tax-Exempt Fund 1/13/93
Colonial Trust VI Colonial U.S. Growth & Income Stock Fund 7/1/92
Colonial Small Cap Value Fund 11/2/92
Colonial Aggressive Growth Fund 3/31/96
Colonial Equity Income Fund 3/31/96
Colonial International Equity Fund 3/31/96
Newport Asia Pacific Fund 8/25/98
Colonial Trust VII Colonial Newport Tiger Fund 5/1/95
By:
J. Xxxxx Xxxxxxxxxxx, Controller
By:
Xxxxx X. Xxxxxx, Senior Vice President
Colonial Management Associates, Inc.
Dated: ____________________________, 1998
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