SUB-ADVISORY AGREEMENT
SUB-ADVISORY AGREEMENT, dated this 1st day of November, 2003, by and among
COLUMBIA MANAGEMENT ADVISORS, INC., an Oregon corporation (the "Adviser"),
NORDEA INVESTMENT MANAGEMENT NORTH AMERICA, INC., a company incorporated under
the laws of the State of Delaware (the "Sub-Adviser") and COLUMBIA FUNDS TRUST
XI (the "Trust"), on behalf of COLUMBIA EUROPEAN THEMATIC EQUITY FUND (the
"Fund").
WITNESSETH:
WHEREAS, the Adviser provides the Fund, a series of the Trust, an open-end
investment company registered under the Investment Company Act of 1940, as
amended (the "1940 Act"), business services pursuant to the terms and conditions
of an investment advisory agreement dated November 1, 2003 (the "Advisory
Agreement") between the Adviser and the Trust, on behalf of the Fund; and
WHEREAS, the Sub-Adviser is willing to provide services to the Adviser on
the terms and conditions hereinafter set forth.
NOW, THEREFORE, in consideration of the mutual covenants and agreements of
the parties hereto as herein set forth, the parties covenant and agree as
follows:
1. Duties of the Sub-Adviser. Subject to the supervision of the Trustees of
the Trust and the Adviser, the Sub-Adviser will: (a) manage the investment of
the assets of the Fund in accordance with the Fund's investment objectives,
policies and limitations as stated in the Fund's then current Prospectus (the
"Prospectus") and Statement of Additional Information (the "Statement"), and in
compliance with the 1940 Act and the rules, regulations and orders thereunder;
(b) place purchase and sale orders for portfolio transactions for the Fund; (c)
evaluate such economic, statistical and financial information and undertake such
investment research as it shall believe advisable; (d) employ professional
portfolio managers to provide research services to the Fund; and (e) report
results to the Board of Trustees of the Trust. The Adviser agrees to provide the
Sub-Adviser with such assistance as may be reasonably requested by the
Sub-Adviser in connection with its activities under this Agreement, including,
without limitation, information concerning the Fund, its funds available, or to
become available, for investment and generally as to the conditions of the
Fund's affairs.
Should the Trustees of the Trust or the Adviser at any time make any
determination as to investment policy and notify the Sub-Adviser thereof in
writing, the Sub-Adviser shall be bound by such determination for the period, if
any, specified in such notice or until notified that such determination has been
revoked. Further, the Adviser or the Trustees of the Trust may at any time, upon
written notice to the Sub-Adviser, suspend or restrict the right of the
Sub-Adviser to determine what assets of the Fund shall be purchased or sold and
what portion, if any, of the Fund's assets shall be held uninvested. It is
understood that the Adviser undertakes to discuss with the Sub-Adviser
any such determinations of investment policy and any such suspension or
restrictions on the right of the Sub-Adviser to determine what assets of the
Fund shall be purchased or sold or held uninvested, prior to the implementation
thereof.
2. Certain Information to the Sub-Adviser. Copies of the Prospectus and the
Statement have been delivered to the Sub-Adviser. The Adviser agrees to notify
the Sub-Adviser of each change in the investment policies of the Fund and to
provide to the Sub-Adviser as promptly as practicable copies of all amendments
and supplements to the Prospectus and the Statement. In addition, the Adviser
will promptly provide the Sub-Adviser with any procedures applicable to the
Sub-Adviser adopted from time to time by the Trustees of the Trust and agrees to
provide promptly to the Sub-Adviser copies of all amendments thereto.
3. Execution of Certain Documents. Subject to any other written
instructions of the Adviser and the Trustees of the Trust, the Sub-Adviser is
hereby appointed the Adviser's and the Trust's agent and attorney-in-fact to
execute account documentation, agreements, contracts and other documents as the
Sub-Adviser shall be requested by brokers, dealers, counterparties and other
persons in connection with its management of the assets of the Fund.
4. Reports. The Sub-Adviser shall furnish to the Trustees of the Trust or
the Adviser, or both, as may be appropriate, quarterly reports of its activities
on behalf of the Fund, as required by applicable law or as otherwise requested
from time to time by the Trustees of the Trust or the Adviser, and such
additional information, reports, evaluations, analyses and opinions as the
Trustees of the Trust or the Adviser, as appropriate, may request from time to
time.
5. Compensation of the Sub-Adviser. For the services to be rendered by the
Sub-Adviser under this Agreement, the Adviser shall pay to the Sub-Adviser
compensation, computed and paid monthly in arrears in U.S. dollars, at an annual
rate of 0.60% of the average daily net asset value of the Fund's assets. If the
Sub-Adviser shall serve for less than the whole of any month, the compensation
payable to the Sub-Adviser with respect to the Fund will be prorated. The
Sub-Adviser will pay its expenses incurred in performing its duties under this
Agreement. Neither the Trust nor the Fund shall be liable to the Sub-Adviser for
the compensation of the Sub-Adviser. For the purpose of determining fees payable
to the Sub-Adviser, the value of the Fund's net assets shall be computed at the
times and in the manner specified in the Prospectus and/or Statement.
6. Limitation of Liability of the Sub-Adviser. The Sub-Adviser shall not be
liable for any error of judgment or mistake of law or for any loss arising out
of any investment or for any act or omission in the execution and management of
the Fund, except for willful misfeasance, bad faith or gross negligence in the
performance of its duties and obligations hereunder. The Trust, on behalf of the
Fund, may enforce any obligations of the Sub-Adviser under this Agreement and
may recover directly from the Sub-Adviser for any liability it may have to the
Fund.
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7. Activities of the Sub-Adviser. The services of the Sub-Adviser to the
Fund are not deemed to be exclusive, the Sub-Adviser being free to render
investment advisory and/or other services to others.
8. Covenants of the Sub-Adviser. The Sub-Adviser agrees that it (a) will
not deal with itself, "affiliated persons" of the Sub-Adviser, the Trustees of
the Trust or the Fund's distributor, as principals, agents, brokers or dealers
in making purchases or sales of securities or other property for the account of
the Fund, except as permitted by the 1940 Act and the rules, regulations and
orders thereunder and subject to the prior written approval of the Adviser, and
except in accordance with Rule 17e-1 procedures as approved by the Trustees from
time to time and (b) will comply with all other provisions of the then-current
Prospectus and Statement relative to the Sub-Adviser and its trustees, officers,
employees and affiliates.
9. Representations, Warranties and Additional Agreements of the
Sub-Adviser. The Sub-Adviser represents, warrants and agrees that:
(a) It (i) is registered as an investment adviser under the U.S. Investment
Advisers Act of 1940 (the "Advisers Act"), is authorized to undertake investment
business in the U.S. and is registered under the laws of any jurisdiction in
which the Sub-Adviser is required to be registered as an investment adviser in
order to perform its obligations under this Agreement, and will continue to be
so registered for so long as this Agreement remains in effect; (ii) is not
prohibited by the 1940 Act or the Advisers Act from performing the services
contemplated by this Agreement; (iii) has met, and will continue to meet for so
long as this Agreement remains in effect, any other applicable Federal or State
requirements, or the applicable requirements of any regulatory or industry
self-regulatory agency, necessary to be met in order to perform the services
contemplated by this Agreement; (iv) has the authority to enter into and perform
the services contemplated by this Agreement; (v) will immediately notify the
Adviser in writing of the occurrence of any event that would disqualify the
Sub-Adviser from serving as an investment adviser of an investment company
pursuant to Section 9(a) of the 1940 Act or otherwise; and (vi) will immediately
notify the Adviser in writing of any change of control of the Sub-Adviser or any
parent of the Sub-Adviser resulting in an "assignment" of this Agreement.
(b) It will maintain, keep current and preserve on behalf of the Fund, in
the manner and for the periods of time required or permitted by the 1940 Act and
the rules, regulations and orders thereunder and the Advisers Act and the rules,
regulations and orders thereunder, records relating to investment transactions
made by the Sub-Adviser for the Fund as may be reasonably requested by the
Adviser or the Fund from time to time. The Sub-Adviser agrees that such records
are the property of the Fund, and will be surrendered to the Fund promptly upon
request.
(c) The Sub-Adviser has adopted a written code of ethics complying with the
requirements of Rule 17j-1 under the 1940 Act and, if it has not already done
so, will provide the Adviser and the Trust with a copy of such code of ethics,
and upon any
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amendment to such code of ethics, promptly provide such amendment. At least
annually the Sub-Adviser will provide the Trust and the Adviser with a
certificate signed by the chief compliance officer (or the person performing
such function) of the Sub-Adviser certifying, to the best of his or her
knowledge, compliance with the code of ethics during the immediately preceding
twelve (12) month period, including any material violations of or amendments to
the code of ethics or the administration thereof.
(d) It has provided the Adviser and the Trust with a copy of its Form ADV
as most recently filed with the Securities and Exchange Commission (the "SEC")
and will, promptly after filing any amendment to its Form ADV with the SEC,
furnish a copy of such amendment to the Adviser and the Trust.
10. Duration and Termination of this Agreement. This Agreement shall become
effective on the date first above written and shall govern the relations between
the parties hereto thereafter, and shall remain in force until October 31, 2004
and from year to year thereafter but only so long as its continuance is
"specifically approved at least annually" by the Board of Trustees of the Trust
or by "vote of a majority of the outstanding voting securities" of the Fund.
This Agreement may be terminated at any time without penalty on sixty days'
written notice to the Sub-Adviser by vote of the Board of Trustees of the Trust,
by "vote of a majority of the outstanding voting securities" of the Fund, or by
the Adviser. This Agreement also may be terminated at any time without penalty
by the Sub-Advisor on ninety days' written notice to the Adviser and Trust. This
Agreement shall automatically terminate in the event of its "assignment" or in
the event that the Advisory Agreement shall have terminated for any reason.
11. Amendments to this Agreement. This Agreement may be amended in
accordance with the 1940 Act.
12. Certain Definitions. The terms "specifically approved at least
annually", "vote of a majority of the outstanding voting securities",
"assignment", "control", "affiliated persons" and "interested person", when used
in this Agreement, shall have the respective meanings specified, and shall be
construed in a manner consistent with, the 1940 Act and the rules, regulations
and orders thereunder, subject, however, to such exemptions as may be granted by
the SEC under the 1940 Act.
13. Survival of Representations and Warranties; Duty to Update Information.
All representations and warranties made by the Sub-Adviser pursuant to Section 9
hereof shall survive for the duration of this Agreement and the Sub-Adviser
shall immediately notify, but in no event later than five (5) business days, the
Adviser in writing upon becoming aware that any of the foregoing representations
and warranties are no longer true.
14. Miscellaneous. This Agreement shall be governed by and construed in
accordance with the internal laws of The Commonwealth of Massachusetts. All
notices provided for by this Agreement shall be in writing and shall be deemed
given when received, against appropriate receipt, by the Sub-Adviser's Secretary
in the case of the
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Sub-Adviser, the Adviser's General Counsel in the case of the Adviser, and the
Trust's Secretary in the case of the Fund, or such other person as a party shall
designate by notice to the other parties. This Agreement constitutes the entire
agreement among the parties hereto and supersedes any prior agreement among the
parties relating to the subject matter hereof. The section headings of this
Agreement are for convenience of reference and do not constitute a part hereof.
IN WITNESS WHEREOF, the parties have caused this Agreement to be executed
and delivered in their names and on their behalf by the undersigned, thereunto
duly authorized, and their respective seals to be hereto affixed, all as of the
day and year first written above.
COLUMBIA MANAGEMENT ADVISORS, INC.
By: /S/ XXXXXX X. XXXXXXX
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Name: Xxxxxx X. Xxxxxxx
Title: Executive Vice President
and Chief Operating
Officer
NORDEA INVESTMENT MANAGEMENT
NORTH AMERICA, INC.
By: /s/ XXXXX XXXXXXXX
------------------------------------
Name: Xxxxx Xxxxxxxx
Title: President
By: /S/ XXXXXXX XXXXXX
------------------------------------
Name: Xxxxxxx Xxxxxx
Title: Chief Financial Officer
COLUMBIA FUNDS TRUST XI
By: /S/ XXXXXX X. XXXXXXX
------------------------------------
Name: Xxxxxx X. Xxxxxxx
Title: 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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