ADMINISTRATION AGREEMENT
AGREEMENT dated as of ________ __, 1998 between COLONIAL TRUST II, a
Massachusetts business trust (Trust), on behalf of Colonial Money Market Fund
(Fund), and COLONIAL MANAGEMENT ASSOCIATES, INC., a Massachusetts corporation
(Administrator).
In consideration of the promises and covenants herein, the parties agree as
follows:
1. Subject to the general direction and control of the Board of Trustees of
the Trust, the Administrator shall perform such administrative services as
may from time to time be reasonably requested by the Trust, which shall
include without limitation: (a) providing office space, equipment and
clerical personnel necessary for maintaining the organization of the Fund
and for performing the administrative functions herein set forth; (b)
arranging, if desired by the Trust, for Directors, officers and employees
of the Administrator to serve as Trustees, officers or agents of the Fund
if duly elected or appointed to such positions and subject to their
individual consent and to any limitations imposed by law; (c) preparing
and, if applicable, filing all documents required for compliance by the
Fund with applicable laws and regulations, including registration
statements, registration fee filings, semi-annual and annual reports to
shareholders, proxy statements and tax returns; (d) preparation of agendas
and supporting documents for and minutes of meetings of Trustees,
committees of Trustees and shareholders; (e) monitoring compliance by the
Fund with Rule 2a-7 under the Investment Company Act of 1940 (1940 Act) and
reporting to the Trustees from time to time with respect thereto; (f)
monitoring the investments and operations of any open-end investment
company in which the Fund may invest and reporting to the Trustees from
time to time with respect thereto; (g) coordinating and overseeing the
activities of the Fund's other third-party service providers; and (h)
maintaining books and records of the Fund (exclusive of records required by
Section 31(a) of the 1940 Act). Notwithstanding the foregoing, the
Administrator shall not be deemed to have assumed any duties with respect
to, and shall not be responsible for, the management of the Fund's assets
or the rendering of investment advice with respect thereto, or of insuring
that any investment company in which the Fund may invest complies with Rule
2a-7 under the 1940 Act, nor shall the Administrator be deemed to have
assumed or have any responsibility with respect to functions specifically
assumed by any transfer agent or custodian of the Fund.
2. The Administrator shall be free to render similar services to others so
long as its services hereunder are not impaired thereby.
3. The Fund shall pay the Administrator monthly a fee at the annual rate of
0.25% of the average daily net assets of the Fund.
4. This Agreement shall become effective as of the date of its execution, and
may be terminated without penalty by the Board of Trustees of the Trust or
by the Administrator, in each case on sixty days' written notice to the
other party.
5. This Agreement may be amended only by a writing signed by both parties.
6. In the absence of willful misfeasance, bad faith or gross negligence on the
part of the Administrator, or reckless disregard of its obligations and
duties hereunder, the Administrator shall not be subject to any liability
to the Trust or 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.
COLONIAL TRUST II
on behalf of Colonial Money Market Fund
By: _____________________________
Title: Controller
COLONIAL MANAGEMENT ASSOCIATES, INC.
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.
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