COLONIAL SMALL CAP VALUE FUND, VARIABLE SERIES
COLONIAL MANAGEMENT SUB-ADVISORY AGREEMENT
AGREEMENT dated 1998 among LIBERTY VARIABLE INVESTMENT TRUST, a
Massachusetts business trust (the "Trust"), with respect to COLONIAL SMALL CAP
VALUE FUND, VARIABLE SERIES (the "Fund"), LIBERTY 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 of the average daily net assets of the Fund for managing the
investment of the assets of the Fund 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,
an (a) unless otherwise terminated, shall continue until 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 even
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 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 all 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 SMALL CAP VALUE FUND, VARIABLE SERIES
By: LIBERTY VARIABLE INVESTMENT TRUST
By:
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Its
COLONIAL MANAGEMENT ASSOCIATES, INC.
By:
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Its
LIBERTY ADVISORY SERVICES CORP.
By:
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Its
