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EXHIBIT (k)(4)
SERVICE CONTRACT
AGREEMENT dated as of February 16, 1989, between Colonial Management
Associates, Inc. ("Colonial"), a Massachusetts corporation with principal
offices at one Financial Center, Boston, Massachusetts, and Colonial High Income
Municipal Trust (the "Trust"), a Massachusetts business trust with principal
offices at One Financial Center, Boston, Massachusetts.
1. Appointment. The Trust hereby appoints Colonial as agent to perform
certain services, all as described in Paragraph 2 hereunder, for the Trust, such
appointment to take effect at the close of business on the date hereof.
2. Services. Colonial shall be responsible for (i) the determination of the
Trust's net assets and the net asset value per share of the Trust's outstanding
shares and the offering price, if any, at which the Trust's shares are sold, at
the times and in the manner from time to time directed by the trustees or
officers of the Trust ("pricing") and the timely communication of such
information to the person or persons designated by the Trust; and (ii)
maintaining the accounts, books and other records of the Trust required by
Section 31(a) of the Investment Company Act of 1940 and the rules thereunder
("bookkeeping"). All accounts, books and other records shall be available for
inspection and use by the Trust and shall be preserved by Colonial for the
periods and in the places required by Rule 3la-2 under the Investment Company
Act of 1940. Colonial shall furnish at its expense office space and all
necessary light, heat, telephone service, office equipment, stationery, and
stenographic, clerical, mailing and messenger services in connection with such
pricing and bookkeeping.
3. Audit and Inspection. Colonial shall make available during regular
business hours all accounts, books and other records created and maintained
pursuant to this Agreement for reasonable audit and inspection by the Trust, any
person retained by the Trust, or any regulatory agency having authority over the
Trust. Upon reasonable notice by the Trust, Colonial shall make available during
regular business hours its facilities and premises employed in connection with
its performance of this Agreement for reasonable inspection by the Trust, any
person retained by the Trust, or any regulatory agency having authority over the
Trust.
4. Compensation. For the performance of its obligations hereunder, the
Trust shall pay Colonial a monthly fee at the rate of 1/12 of .0125% of the
average of the weekly closing value of the Trust's total net assets for the
month concerned.
In the event this Agreement is in effect for only part of any fiscal year
of the Trust, the fee payable shall be reduced proportionately on the basis of
the number of business days (any day on which the New York Stock Exchange is
open for trading) during which the Agreement was in effect for such year.
5. Use of Trust's Name. Colonial shall not use the name of the Trust or
material relating to the Trust on any forms for other than internal use in any
manner not approved prior thereto in writing, provided, however, that the Trust
shall approve all uses of its name which merely refer in accurate terms to the
appointment of Colonial hereunder or which are required by the Securities and
Exchange Commission or a state securities commission and provided, further, that
in no event shall such approval be unreasonably withheld.
6. Security. Colonial represents and warrants that the various procedures
and systems which Colonial has implemented with regard to safeguarding the
Trust's accounts, books and other records and Colonial's records, data,
equipment, facilities and other property used in the performance of its
obligations hereunder from loss or damage attributable to fire, theft or any
other cause are adequate, and that it will make such changes therein from time
to time as in its judgment are required for the secure performance of its
obligations hereunder.
7. Limitation of Liability. Colonial shall not be liable to the Trust or to
its stockholders or creditors for any matter or thing in connection with the
performance of its obligations hereunder, except on account of
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Colonial's willful misfeasance, bad faith or gross negligence in the performance
of its obligations hereunder or by reason of its reckless disregard of its
obligations hereunder.
8. Acts of God etc. Colonial shall not be liable for delays or errors
occurring by reason of circumstances beyond its control, including but not
limited to acts of civil or military authority, national emergencies, work
stoppage, fire, flood, catastrophe, acts of God, insurrection, war, riot or
failure of communication or power supply. In the event of equipment breakdown
beyond its control, Colonial shall, at no additional expense to the Trust, take
reasonable steps to minimize service interruptions but shall have no liability
with respect thereto.
9. Amendments. Colonial and the Trust shall regularly consult with each
other regarding Colonial's performance of its obligations and its compensation
hereunder. In connection therewith, the Trust shall submit to Colonial a
reasonable time in advance of filing with the Securities and Exchange Commission
copies of any amended or supplemented registration statements (including
exhibits) under the Securities Act of 1933, as amended, and the Investment
Company Act of 1940, as amended. In the event that a change in such documents or
the procedures contained therein materially increases the cost to Colonial of
performing its obligations hereunder, Colonial shall be entitled to receive
reasonable compensation therefor.
10. Duration, Termination, etc. Neither this Agreement nor any provisions
hereof may be changed, waived, discharged or terminated orally, but only by
written instrument which shall make specific reference to this Agreement and
which shall be signed by the party against which enforcement of such change,
waiver, discharge or termination is sought. This Agreement shall continue in
effect until July 31, 1990 and thereafter from year to year provided that such
continuance is specifically approved by vote of a majority of the trustees of
the Trust who are not affiliated with Colonial. This Agreement may be terminated
at any time by thirty days' written notice given by Colonial to the Trust or
thirty days' written notice given by the Trust to Colonial; and provided further
that this Agreement may be terminated immediately at any time for cause either
by the Trust or by Colonial in the event that such cause remains unremedied for
a reasonable period of time not to exceed ninety days after receipt of written
specification of such cause. Any such termination shall not affect the rights
and obligations of the parties under Paragraphs 7 and 8 hereof. In the event
that the Trust designates a successor to any of Colonial's obligations
hereunder, Colonial shall, at the expense and direction of the Trust, transfer.
to such successor all relevant accounts, books and other records established or
maintained by Colonial hereunder.
11. Miscellaneous. Each party agrees to perform such further acts and
execute such further documents as are necessary to effectuate the purposes
hereof. This Agreement shall be construed and enforced in accordance with and
governed by the laws of The Commonwealth of Massachusetts. A copy of the
Agreement and Declaration of Trust of Colonial High Income Municipal Trust is on
file with the Secretary of State of The Commonwealth of Massachusetts. This
Agreement is executed on behalf of the Trustees of the Trust as Trustees and not
individually and the obligations of this Agreement are not binding upon any of
the Trustees, officers or shareholders of the Trust individually but are binding
only upon the assets and property of the Trust. This Agreement may be executed
simultaneously in two counterparts, which taken together shall constitute one
and the same instrument.
IN WITNESS WHEREOF, the parties have duly executed this Agreement as of the date
and year first above written.
COLONIAL HIGH INCOME MUNICIPAL TRUST
By:
COLONIAL MANAGEMENT ASSOCIATES, INC.
By:
