ADMINISTRATION AGREEMENT
AGREEMENT dated as of March 1, 2000, between LIBERTY FUNDS TRUST I, a
Massachusetts business trust (the "Trust"), with respect to Xxxxx Xxx Advisor
Tax-Managed Growth Fund II (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 0.20% 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.
6. In 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.
LIBERTY FUNDS TRUST I
on behalf of Xxxxx Xxx Advisor Tax-Managed Growth Fund II
By: /s/J. Xxxxx Xxxxxxxxxxx
J. Xxxxx Xxxxxxxxxxx
Controller
COLONIAL MANAGEMENT ASSOCIATES, INC.
By: /s/Xxxxx X. Xxxxxx
Xxxxx X. Xxxxxx
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.
S:\FUNDS\GENERAL\CONTRACT\ADMNTMGFII.DOC
