AMENDMENT NO. 2 TO MANAGEMENT AGREEMENT
Effective January 1, 1996, the Agreement dated March 27,
1995,and amended on July 1, 1995, between COLONIAL TRUST IV
(Trust) on behalf of Colonial Tax-Exempt Fund, Colonial Tax-
Exempt Insured Fund and Colonial High Yield Municipal Fund
(collectively, the "Funds") and COLONIAL MANAGEMENT
ASSOCIATES, INC. (Adviser) is hereby amended to replace
Section 5 in its entirety:
5. The Funds shall pay the Adviser monthly a fee at the
annual rate of 0.60% of the first $1 billion, 0.55% in
excess of $1 billion, 0.50% in excess of $3 billion and
0.45% in excess of $4 billion of the combined average
daily net assets of Colonial Tax-Exempt Fund, Colonial
Tax-Exempt Insured Fund and Colonial High Yield
Municipal Fund; provided, however that the monthly fee
otherwise payable by Colonial Tax-Exempt Fund after
application of the foregoing provision shall be reduced
by an amount equal to the product of (a) 0.05%12 times
(b) the lesser of $1 billion or the excess of Colonial
Tax-Exempt Fund's average daily net assets for the
month over $2 billion; and provided, further however,
that the monthly fee otherwise payable by Colonial Tax-
Exempt Fund after application of the foregoing clauses
(a) and (b) shall be further reduced by an amount
calculated as follows: (i) for January through March
1996, the reduction shall be (0.01% 12) times the
Fund's average daily net assets for the month, (ii) for
April through June 1996, the reduction shall be (0.02%
12) times the Fund's average daily net assets for the
month, (iii) for July through September 1996, the
reduction shall be (0.03% 12) times the Fund's average
daily net assets for the month, and (iv) for months
after September 1996, the reduction shall be
(0.04% 12) times the Fund's average daily net assets
for the month.
COLONIAL TRUST IV on behalf of
COLONIAL TAX-EXEMPT FUND
COLONIAL TAX-EXEMPT INSURED FUND
COLONIAL HIGH YIELD MUNICIPAL FUND
By: XXXXX X. XXXXXXXX
-----------------
Xxxxx X. Xxxxxxxx
Title: Controller
COLONIAL MANAGEMENT ASSOCIATES, INC.
By: XXXXXX X. XXXXX
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Xxxxxx X. Xxxxx
Title: Executive Vice President
A copy of the document establishing the Trust is filed with
the Secretary of The Commonwealth of Massachusetts. This
Amendment 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 Colonial Tax-Exempt Fund, Colonial Tax-Exempt
Insured Fund and Colonial High Yield Municipal Fund.
S:\FUNDS\GENERAL\CONTRACT\CTEFAMD2.DOC
