ADMINISTRATION AGREEMENT
AGREEMENT dated as of , between COLONIAL
TRUST I, a Massachusetts business trust (Trust), with
respect to Colonial Tax-Managed Growth Fund (Fund), and
COLONIAL MANAGEMENT ASSOCIATES, INC., a Massachusetts
corporation (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) monitoring compliance by the Fund
with Rule 2a-7 under the Investment Company Act of 1940
(1940 Act) and reporting to the Trustees from time to
time with respect thereto; (f) monitoring the investments
and operations of any open-end investment company in
which the Fund may invest and reporting to the Trustees
from time to time with respect thereto; (g) coordinating
and overseeing the activities of the Fund's other third-
party service providers; and (h) 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 any duties with respect to, and shall not be
responsible for, the management of the Fund's assets or
the rendering of investment advice with respect thereto,
or of insuring that any investment company in which the
Fund may invest complies with Rule 2a-7 under the 1940
Act, nor shall the Administrator 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 ____% 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 I
on behalf of Colonial Tax-Managed Growth Fund
By: _____________________________
Title: Controller
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.
