MANAGEMENT AGREEMENT
AGREEMENT dated as of June 1, 1999 between LIBERTY TRUST I, a Massachusetts
business trust (Trust), with respect to XXXXX XXX ADVISOR TAX-MANAGED VALUE FUND
(Fund), and XXXXX XXX & FARNHAM INCORPORATED, a Delaware corporation (Advisor).
In consideration of the promises and covenants herein, the parties agree as
follows:
1. The Advisor 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 Advisor may
delegate to an affiliate the responsibility for placing orders to effect
the investment of the Fund's available cash pursuant to written
instructions of the Advisor.
2. In carrying out its investment management obligations, the Advisor 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 Advisor 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 Advisor monthly a fee at the annual rate of
x.xx% of the average daily net assets of the Fund.
5. The Advisor may waive its compensation (and bear expenses of the Fund)
to the extent that expenses of the Fund exceed any expense limitation
the Advisor 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 Advisor 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 Advisor 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. The Advisor shall maintain, keep current and preserve on behalf of the
Fund, in the manner required by the 1940 Act, records identified by the
Trust from time to time. Advisor agrees to make such records available
upon request to the Trust and its auditors during regular business hours
at the Advisor's offices. Advisor further agrees that such records are
the property of the Trust and will be surrendered to the Trust promptly
upon request.
10. In the absence of willful misfeasance, bad faith or gross negligence on
the part of the Advisor, or reckless disregard of its obligations and
duties hereunder, the Advisor 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 TRUST I on behalf of
XXXXX XXX ADVISOR TAX-MANAGED VALUE FUND
By: __________________________
Title: Treasurer and Chief
Financial Officer
XXXXX XXX & FARNHAM INCORPORATED
By: __________________________
Title:
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.
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