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Exhibit (K)(2)
PRICING AND BOOKKEEPING AGREEMENT
AGREEMENT dated as of November 1, 1991, between Colonial Intermediate
High Income Fund (Fund) and Colonial Management Associates, Inc. (Colonial ), a
Massachusetts corporation. The Fund and Colonial agree as follows:
1. Appointment. The Fund appoints Colonial as agent to perform the
services described below, such appointment to take effect November 1, 1991.
2. Services. Colonial shall (i) determine and timely communicate to
persons designated by the Fund the Fund's net asset value 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 Fund, its agents and any regulatory agency
having authority over the Fund.
4. Compensation. The Fund will pay Colonial 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 weekly net assets of the Fund for such month.
5. Compliance. Colonial shall comply with applicable provisions in the
Fund's prospectuses relating to pricing and bookkeeping and the Senior
Extendible Notes 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 Fund, to any shareholder of 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 Fund 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
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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 Fund
designates a successor to any of Colonial's obligations, Colonial shall, at the
expense and direction of the Fund, transfer to the successor all Fund 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.
COLONIAL INTERMEDIATE HIGH INCOME FUND
By: XXXXXXX X. SILVER, CONTROLLER
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Xxxxxxx X. Silver, Controller
COLONIAL MANAGEMENT ASSOCIATES, INC.
By: XXXXXXX X. XXXXXX, SENIOR VICE PRESIDENT
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Xxxxxxx X. Xxxxxx, Senior Vice President
A copy of the document establishing the Fund 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 Fund individually but only upon the assets of the Fund.
