COLONIAL U.S. FUND FOR GROWTH
SUB-ADVISORY AGREEMENT
AGREEMENT dated as of March 27, 1995, among STATE STREET BANK AND
TRUST COMPANY, a Massachusetts trust company Sub-Adviser),
COLONIAL MANAGEMENT ASSOCIATES, INC., a Massachusetts corporation
(Manager), and COLONIAL TRUST VI, a Massachusetts business trust
(Trust).
A Management Agreement (Management Agreement) dated March 27,
1995 between the Manager and the Trust on behalf of Colonial U.S.
Fund for Growth (Fund), provides that the Manager shall manage
the investment of the Fund's assets in accordance with the Fund's
Prospectus and Statement of Additional Information (Prospectus)
and may delegate responsibilities to a sub-adviser.
1. The Sub-Adviser will manage the investment of the assets
of the Fund in accordance with the Prospectus and will
perform the other services herein set forth, subject to
the supervision of the Manager and the Board of Trustees
of the Trust.
2. In carrying out its obligations hereunder, the Sub-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 the Prospectus; and
(c) provide such reports and data in hard copy and
machine readable form as are requested by the
Manager.
3. The Manager shall pay the Sub-Adviser monthly a fee at the
annual rate of 0.50% of the first $50 million of the
Fund's average daily net assets, 0.40% of the next $150
million of average daily net assets and 0.35% of average
daily net assets in excess of $200 million.
4. The Sub-Adviser shall be free to render similar services
to others so long as its services hereunder are not
impaired thereby.
5. 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 Investment Company Act of 1940, as
amended, and the rules thereunder (1940 Act); (b) may be
terminated without penalty on sixty days' written notice
to the Sub-Adviser (i) by the Manager, (ii) by vote of the
Board of Trustees of the Trust or (iii) by vote of a
majority of the outstanding voting securities of the Fund;
(c) shall automatically terminate in the event of its
assignment; and (d) may be terminated without penalty by
the Sub-Adviser on sixty days' written notice to the
Manager and the Trust.
6. This Agreement may be amended in accordance with the 1940
Act.
7. For the purpose of this Agreement, the terms "vote of a
majority of the outstanding voting securities" 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.
8. In the absence of willful misfeasance, bad faith or gross
negligence on the part of the Sub-Adviser or reckless
disregard of its obligations and duties hereunder, the
Sub-Adviser shall not be subject to any liability to the
Trust or the Fund, or to any shareholder of the Trust or
the Fund for any act or omission in the course of, or
connected with, rendering services hereunder.
COLONIAL MANAGEMENT ASSOCIATES, INC.
By
Title: Executive Vice President
COLONIAL TRUST VI
By
Title: Controller
STATE STREET BANK AND TRUST COMPANY
By
Title: Executive 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.
funds/general/contract/usffgsub
