S:\FUNDS\GENERAL\CONTRACT\CFSFAMND.DOC AMENDMENT NO. 1 TO THE MANAGEMENT AGREEMENT Effective June 19, 1998, Section 5. of the Management Agreement dated as of March 27, 1995, between COLONIAL TRUST VI with respect to COLONIAL U.S. STOCK FUND (Fund)...

S:\FUNDS\GENERAL\CONTRACT\CFSFAMND.DOC
                           AMENDMENT NO. 1 TO THE
                            MANAGEMENT AGREEMENT


Effective  June 19, 1998,  Section 5. of the  Management  Agreement  dated as of
March 27, 1995,  between  COLONIAL  TRUST VI with respect to COLONIAL U.S. STOCK
FUND (Fund) and COLONIAL MANAGEMENT ASSOCIATES, INC. (Adviser) is hereby amended
to read in its entirety as follows:

5.      The Fund shall pay the Adviser monthly a fee at the annual rate of 0.80%
        of the first $1 billion of the average  daily net assets of the Fund and
        0.70% in excess of $1 billion.

COLONIAL TRUST VI on behalf of
COLONIAL U.S. STOCK FUND




By:     J. Xxxxx Xxxxxxxxxxx
        Title:  Controller


COLONIAL MANAGEMENT ASSOCIATES, INC.




By:     Xxxxx X. Xxxxxx
        Title:  Senior Vice President