LIBERTY NEWPORT JAPAN OPPORTUNITIES FUND

                              MANAGEMENT AGREEMENT

AGREEMENT dated as of November 1, 2001, between LIBERTY FUNDS TRUST II, a
Massachusetts business trust ("Trust"), with respect to LIBERTY NEWPORT JAPAN
OPPORTUNITIES FUND ("Fund"), and NEWPORT FUND MANAGEMENT, INC., a Virginia
corporation ("Advisor").

In consideration of the promises and covenants herein, the parties agree as
follows:

1.   The Advisor will manage the investment of the assets of the Fund in
     accordance with its prospectus and statement of additional information and
     will perform the other services herein set forth, subject to the
     supervision of the Board of Trustees of the Trust. The Advisor may delegate
     its investment responsibilities to a sub-advisor.

2.   In carrying out its investment management obligations, the Advisor 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 its prospectus and statement of
     additional information; and (c) report results to the Board of Trustees of
     the Trust.

3.   The Advisor shall be free to render similar services to others so long as
     its services hereunder are not impaired thereby.

4.   The Fund shall pay the  Advisor  monthly a fee at the  annual  rate of
     0.90% of the  average  daily net assets of the Fund.

5.   If the operating expenses of the Fund for any fiscal year exceed the most
     restrictive applicable expense limitation for any state in which shares are
     sold, the Advisor's fee shall be reduced by the excess but not to less than
     zero. Operating expenses shall not include brokerage, interest, taxes,
     deferred organization expenses, Rule 12b-1 distribution fees, service fees
     and extraordinary expenses, if any. The Advisor may waive its compensation
     (and bear expenses of the Fund) to the extent that expenses of the Fund
     exceed any expense limitation the Advisor declares to be effective.

6.   This Agreement shall become effective as of the date of its execution, and

     (a) unless otherwise terminated, shall continue until July 31, 2003 and
     from year to year thereafter so long as approved annually in accordance
     with the 1940 Act; (b) may be terminated without penalty on sixty days'
     written notice to the Advisor either by vote of the Board of Trustees of
     the Trust or by vote of a majority of the outstanding shares of the Fund;
     (c) shall automatically terminate in the event of its assignment; and (d)
     may be terminated without penalty by the Advisor on sixty days' written
     notice to the Trust.

7.   This Agreement may be amended in accordance with the 1940 Act.

8.   For the purpose of the Agreement, the terms "vote of a majority of the
     outstanding shares", "affiliated person" 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.

9.   In the absence of willful misfeasance, bad faith or gross negligence on the
     part of the Advisor, or reckless disregard of its obligations and duties
     hereunder, the Advisor shall not be subject to any liability to the Trust
     or the 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.






LIBERTY FUNDS TRUST II
on behalf of LIBERTY NEWPORT JAPAN OPPORTUNITIES FUND



By: ________________________________________________
     William J. Ballou
     Secretary


NEWPORT FUND MANAGEMENT, INC.



By: _________________________________________________
     Name:
     Title:


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.































S:\Advisory Agreements\Liberty MA Newport Japan Opps.doc