FORM OF
ADMINISTRATION AGREEMENT
AGREEMENT dated as of ________ ___, 1996, between COLONIAL TRUST
II, a Massachusetts business trust (the "Trust"), with respect to
Colonial ______________________ Fund (the "Fund"), and COLONIAL
MANAGEMENT ASSOCIATES, INC., a Massachusetts corporation (the
"Administrator").
In consideration of the promises and covenants herein, the
parties agree as follows:
1.Subject to the general direction and control of the Board of
Trustees of the Trust, the Administrator shall perform such
administrative services as may from time to time be reasonably
requested by the Trust, which shall include without
limitation: (a) providing office space, equipment and
clerical personnel necessary for maintaining the organization
of the Fund and for performing the administrative functions
herein set forth; (b) arranging, if desired by the Trust, for
Directors, officers and employees of the Administrator to
serve as Trustees, officers or agents of the Fund if duly
elected or appointed to such positions and subject to their
individual consent and to any limitations imposed by law; (c)
preparing and, if applicable, filing all documents required
for compliance by the Fund with applicable laws and
regulations, including registration statements, registration
fee filings, semi-annual and annual reports to shareholders,
proxy statements and tax returns; (d) preparation of agendas
and supporting documents for and minutes of meetings of
Trustees, committees of Trustees and shareholders; (e)
coordinating and overseeing the activities of the Fund's other
third-party service providers; and (f) maintaining books and
records of the Fund (exclusive of records required by Section
31(a) of the 1940 Act). Notwithstanding the foregoing, the
Administrator shall not be deemed to have assumed or have any
responsibility with respect to functions specifically assumed
by any transfer agent or custodian of the Fund.
2.The Administrator shall be free to render similar services to
others so long as its services hereunder are not impaired
thereby.
3.The Fund shall pay the Administrator monthly a fee at the
annual rate of 0.25% of the average daily net assets of the
Fund.
4.This Agreement shall become effective as of the date of its
execution, and may be terminated without penalty by the Board
of Trustees of the Trust or by the Administrator, in each case
on sixty days' written notice to the other party.
5.This Agreement may be amended only by a writing signed by both
parties.
0.Xx the absence of willful misfeasance, bad faith or gross
negligence on the part of the Administrator, or reckless
disregard of its obligations and duties hereunder, the
Administrator 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.
COLONIAL TRUST II
on behalf of Colonial ___________________ Fund
By: _____________________________
Title:
COLONIAL MANAGEMENT ASSOCIATES, INC.
By: _____________________________
Title: Executive 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.
