COLONIAL-KEYPORT STRATEGIC INCOME FUND
COLONIAL MANAGEMENT SUB-ADVISORY AGREEMENT
AGREEMENT dated July 5,1994 among KEYPORT VARIABLE INVESTMENT TRUST, a
Massachusetts business trust (the "Trust"), with respect to COLONIAL-KEYPORT
STRATEGIC INCOME FUND (the "Fund"), KEYPORT ADVISORY SERVICES CORP., a
Massachusetts corporation ("Adviser"), and COLONIAL MANAGEMENT ASSOCIATES, INC.,
a Massachusetts corporation (the "Sub-Adviser").
In consideration of the promises and covenants herein, the parties
agree as follows:
1. The Sub-Adviser will manage the investment of the assets of the Fund
in accordance with its investment objective, policies and limitations set forth
in the Trust's prospectus and statement of additional information, as amended
from time to time, and will perform the other services herein set forth, subject
to the supervision of the Adviser and the Board of Trustees of the Trust.
2. In carrying out its investment management obligations, 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 Trust's prospectus and statement
of additional information; and
(c) report results to the Adviser and to the Board of Trustees.
3. The Sub-Adviser may delegate its investment responsibilities under
paragraph 2(b) with respect to the Fund to one or more persons or companies
registered as investment advisers under the Investment Adviser's Act of 1940, as
amended, or qualifying as a "bank" within the meaning of such Act and thereby
exempted from the requirement to be so registered ("Second-Tier Sub-Advisers"),
pursuant to an agreement among the Trust, such Fund, the Adviser, the
Sub-Adviser and such Second-Tier Sub-Adviser ("Second-Tier Sub-Advisory
Agreement"). Each Second-Tier Sub-Advisory Agreement may provide that the
Second-Tier Sub-Adviser, subject to the control and supervision of the Trustees,
the Adviser and the Sub-Adviser, shall have full investment discretion for the
Fund and the Fund's assets or any portion thereof specified by the Sub-Adviser.
Any selection of duties pursuant to this paragraph shall comply with any
applicable provisions of Section 15 of the Investment Company Act of 1940, as
amended ("the "1940 Act"), except to the extent permitted by any applicable
exemptive order of the Securities and Exchange Commission or similar relief. The
Sub-Adviser shall be solely responsible for paying the fees of each Second-Tier
Sub-Adviser from the fees it collects as provided in paragraph 5 below.
4. The Sub-Adviser shall be free to render similar services to others
so long as its services hereunder are not impaired thereby.
5. The Advisor shall pay the Sub-Adviser a monthly fee at the annual
rate of 0.45% of the average daily net assets of the Fund for managing the
investment of the assets of the Fund as provided in paragraph 1 above. Such fee
shall be paid in arrears on or before the 10th day of the next following
calendar month.
6. This Agreement shall become effective on the date first written
above, and (a) unless otherwise terminated, shall continue until June 7, 1995
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 Sub-Adviser either by vote of the Board of Trustees of the Trust
or 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 day's 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 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, 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
connection with rendering services hereunder.
10. The Fund may use the name "Colonial," or any other name derived
from the name "Colonial," only for so long as this Agreement or any extension,
renewal, or amendment hereof remains in effect, including any similar agreement
with any organization that shall have succeeded to the business of the
Sub-Advisor. At such time as this Agreement or any extension, renewal or
amendment hereof, or each such other similar successor organization agreement
shall no longer be in effect, the Fund will cease to use any name derived from
the name "Colonial," any name similar thereto, or any other name indicating that
it is advised by or otherwise connected with the Sub-Adviser, or with any
organization which shall have succeeded to the Sub-Adviser's business as an
investment adviser.
11. The Sub-Adviser is hereby expressly put on notice of the limitation
of shareholder liability as set forth in the Declaration of Trust of the Trust
and agrees that obligations assumed by the Trust pursuant to this Agreement
shall be limited in an cases to the assets of the Fund. The Sub-Adviser further
agrees that it shall not seek satisfaction of any such obligation from the
shareholders of the Fund, nor from the Trustees or any individual Trustee of the
Trust.
COLONIAL-KEYPORT STRATEGIC INCOME FUND
By: KEYPORT VARIABLE INVESTMENT TRUST
By: Xxxxxxx X. Xxxxxxxxxxx
Its President
COLONIAL MANAGEMENT ASSOCIATES, INC.
By: Xxxxxx X. Xxxxx
Its
KEYPORT ADVISORY SERVICES CORP.
By: X. Xxxxx
Its
