MANAGEMENT AGREEMENT
AGREEMENT dated as of November 8, 1999 between LIBERTY FUNDS TRUST VII, a
Massachusetts business trust (Trust), with respect to newport EUROPE Fund
(Fund), and NEWPORT FUND MANAGEMENT, INC., a Virginia corporation (Adviser).
In consideration of the promises and covenants herein, the parties agree as
follows:
1. The Adviser will manage the investment of the assets of the Fund in
accordance with its prospectus and statement of additional information
and will perform the other services herein set forth, subject to the
supervision of the Board of Trustees of the Trust. The Adviser may
delegate its investment responsibilities to a sub-adviser.
2. In carrying out its investment management obligations, the Adviser
shall:
(a) evaluate such economic, statistical and financial information and
undertake such investment research as it shall believe advisable; (b)
purchase and sell securities and other investments for the Fund in
accordance with the procedures described in its prospectus and
statement of additional information; and (c) report results to
the Board of Trustees of the Trust.
3. The Adviser shall be free to render similar services to others so long
as its services hereunder are not impaired thereby.
4. The Fund shall pay the Adviser monthly a fee at the annual rate of
0.70% of the average daily net assets of the Fund.
5. If the operating expenses of the Fund for any fiscal year exceed the
most restrictive applicable expense limitation for any state in which
shares are sold, the Adviser's fee shall be reduced by the excess but
not to less than zero. Operating expenses shall not include brokerage,
interest, taxes, deferred organization expenses, Rule 12b-1
distribution fees, service fees and extraordinary expenses, if any.
The Adviser may waive its compensation (and bear expenses of the Fund)
to the extent that expenses of the Fund exceed any expense limitation
the Adviser declares to be effective.
6. This Agreement shall become effective as of the date of its execution,
and
(a) unless otherwise terminated, shall continue until two years from
its date of execution and from year to year thereafter so long as
approved annually in accordance with the 1940 Act; (b) may be
terminated without penalty on sixty days' written notice to the
Adviser either by vote of the Board of Trustees of the Trust or
by vote of a majority of the outstanding shares of the Fund; (c)
shall automatically terminate in the event of its assignment; and (d)
may be terminated without penalty by the Adviser on sixty days'
written notice to the Trust.
7. This Agreement may be amended in accordance with the 1940 Act.
8. For the purpose of the Agreement, the terms "vote of a majority of the
outstanding shares", "affiliated person" and "assignment" shall have
their respective meanings defined in the 1940 Act and exemptions and
interpretations issued by the Securities and Exchange Commission under
the 1940 Act.
9. In the absence of willful misfeasance, bad faith or gross negligence
on the part of the Adviser, or reckless disregard of its obligations
and duties hereunder, the Adviser shall not be subject to any
liability to the Trust or the 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 VII on behalf of
Newport EUROPE Fund
By: J. Xxxxx Xxxxxxxxxxx
Controller
NEWPORT FUND MANAGEMENT, INC.
By: R Xxxxx Xxxxxxx
Chief Operations Officer
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.
funds/general/contract/nefman.doc
