INVESTMENT SUB-ADVISORY AGREEMENT
COLUMBIA FUNDS MASTER INVESTMENT TRUST
AGREEMENT made as of September 30, 2005 among COLUMBIA MANAGEMENT ADVISORS,
LLC, a Delaware limited liability company (herein called the "Adviser"), XXXXXXX
INVESTMENT PARTNERS, L.P., a Delaware limited partnership (herein called the
"Sub-Adviser") and COLUMBIA FUNDS MASTER INVESTMENT TRUST (the "Trust"), a
Delaware statutory trust, on behalf of the portfolios of the Trust as now or
hereafter may be identified on Schedule I hereto (each a "Master Portfolio" and
collectively, the "Master Portfolios").
RECITALS
WHEREAS, the Trust is registered with the Securities and Exchange
Commission (the "Commission") under the Investment Company Act of 1940, as
amended (the "1940 Act"), as an open-end series management investment company;
and
WHEREAS, the Adviser is registered with the Commission under the Investment
Advisers Act of 1940, as amended (the "Advisers Act"), and engages in the
business of acting as an investment adviser; and
WHEREAS, the Sub-Adviser is also registered under the Advisers Act, as an
investment adviser and engages in the business of acting as an investment
adviser; and
WHEREAS, the Adviser and the Trust have entered into an Investment Advisory
Agreement (the "Investment Advisory Agreement"), pursuant to which the Adviser
shall act as investment adviser with respect to the Master Portfolios; and
WHEREAS, pursuant to such Investment Advisory Agreement, the Adviser, with
the approval of the Trust, wishes to retain the Sub-Adviser for purposes of
rendering advisory services to the Adviser and the Trust in connection with the
Master Portfolios upon the terms and conditions hereinafter set forth.
NOW, THEREFORE, in consideration of the mutual covenants herein contained
and other good and valuable consideration, the receipt whereof is hereby
acknowledged, the parties hereto agree as follows:
1. Appointment.
The Adviser hereby appoints the Sub-Adviser to act as investment
sub-adviser to the Master Portfolios for the period and on the terms set forth
in this Agreement. The Sub-Adviser accepts such appointment and agrees to
furnish the services herein set forth for the compensation herein provided.
2. Services of Sub-Adviser.
Subject to the oversight and supervision of the Adviser and the
Trust's Board of Trustees, the Sub-Adviser will provide a continuous investment
program for the Master Portfolios, including investment research and management
with respect to all securities and investments, except for such cash balances of
the Master Portfolios as may, from time to time, be managed by the Adviser.
Pursuant to the foregoing, the Sub-Adviser will determine from time to time what
securities and other investments will be purchased, retained or sold by the
Master Portfolios. The Sub-Adviser will provide the services rendered by it
under this Agreement in accordance with the investment criteria and policies
established from time to time for the Master Portfolios by the Adviser, the
Master Portfolios' investment objectives, policies and restrictions as stated in
the Master Portfolios' Prospectuses and Statement of Additional Information, the
operating policies and procedures of the Master Portfolios, and resolutions of
the Master Portfolios' Board of Trustees.
The Sub-Adviser further agrees that it will:
(a) Provide information to the Master Portfolios' accountant for the
purpose of updating the Master Portfolios' cash availability
throughout the day as required;
(b) Maintain historical tax lots for each portfolio security held by
the Master Portfolios;
(c) Transmit trades to the Trust's custodian for proper settlement;
(d) Maintain all books and records with respect to the Master
Portfolios that are required to be maintained under Rule 31a-l(f)
under the 1940 Act;
(e) Supply the Adviser, the Trust and the Trust's Board of Trustees
with reports, statistical data and economic information as requested;
and
(f) Prepare a quarterly broker security transaction summary and, if
requested in advance, monthly security transaction listing for the
Master Portfolios.
3. Other Covenants.
The Sub-Adviser agrees that it will:
(a) Comply with all applicable Rules and Regulations of the Commission
and will in addition conduct its activities under this Agreement in
accordance with other applicable law;
(b) Use the same skill and care in providing such services as it uses
in providing services to fiduciary accounts for which it has
investment responsibilities;
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(c) The Sub-Adviser acknowledges that the Master Portfolios may engage
in transactions with certain investment sub-advisers in the Columbia
Funds Family (and their affiliated persons) in reliance on exemptions
under Rule 10f-3, Rule 12d3-1, Rule 17a-10 and Rule 17e-1 under the
1940 Act. Accordingly, the Sub-Adviser hereby agrees that it will not
consult with any other investment sub-adviser of a Columbia Fund in
the Columbia Funds Family concerning transactions for a Master
Portfolio in securities or other investments, other than for purposes
of complying with the conditions of Rule 12d3-1(a) and (b). With
respect to a Master Portfolio with one or more investment sub-advisers
in addition to the Sub-Adviser, the Sub-Adviser shall be limited to
providing investment advice only with respect to the portion of the
Master Portfolio's assets as the Adviser may determine from time to
time, and shall not consult with any other investment sub-adviser to
the Master Portfolio that is a principal underwriter or an affiliated
person of a principal underwriter concerning transactions for the
Master Portfolio in securities or other investments.
(d) Place orders pursuant to its investment determinations for the
Master Portfolios either directly with the issuer or with any broker
or dealer. In executing portfolio transactions and selecting brokers
or dealers, the Sub-Adviser will use its best efforts to seek on
behalf of the Master Portfolios the best overall terms available. In
assessing the best overall terms available for any transaction, the
Sub-Adviser shall consider all factors that it deems relevant,
including the breadth of the market in the security, the price of the
security, the financial condition and execution capability of the
broker or dealer, and the reasonableness of the commission, if any,
both for the specific transaction and on a continuing basis. In
evaluating the best overall terms available, and in selecting the
broker-dealer to execute a particular transaction, the Sub-Adviser may
also consider the brokerage and research services (as those terms are
defined in Section 28(e) of the Securities Exchange Act of 1934)
provided to the Master Portfolios or other accounts over which the
Sub-Adviser or an affiliate of the Sub-Adviser exercises investment
discretion. The Sub-Adviser is authorized, subject to the prior
approval of the Adviser and the Trust's Board of Trustees, to pay to a
broker or dealer who provides such brokerage and research services a
commission for executing a portfolio transaction for the Master
Portfolios which is in excess of the amount of commission another
broker or dealer would have charged for effecting that transaction if,
but only if, the Sub-Adviser determines in good faith that such
commission was reasonable in relation to the value of the brokerage
and research services provided by such broker or dealer -- viewed in
terms of that particular transaction or in terms of the overall
responsibilities of the Sub-Adviser to the Master Portfolios. In
addition, the Sub-Adviser is authorized to take into account the sale
of shares of the Trust in allocating purchase and sale orders for
portfolio securities to brokers or dealers (including brokers and
dealers that are affiliated with the Adviser, Sub-Adviser or the
Trust's principal underwriter), provided that the Sub-Adviser believes
that the quality of the transaction and the commission are comparable
to what they would be with other qualified firms. In no instance,
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however, will portfolio securities be purchased from or sold to the
Adviser, Sub-Adviser, the Trust's principal underwriter or any
affiliated person of either the Trust, the Adviser, Sub-Adviser, or
the Trust's principal underwriter, acting as principal in the
transaction, except to the extent permitted by the Commission;
(e) Treat confidentially and as proprietary information of the Trust,
all records and other information relative to the Trust maintained by
the Sub-Adviser, and will not use such records and information for any
purpose other than performance of its responsibilities and duties
hereunder, except after prior notification to and approval in writing
by the Trust, which approval shall not be unreasonably withheld and
may not be withheld where the Sub-Adviser may be exposed to civil or
criminal contempt proceedings for failure to comply, when requested to
divulge such information by duly constituted authorities, or when so
requested by the Trust;
(f) Adhere to the policies and procedures of the Trust adopted on
behalf of the Master Portfolios and delivered to the Sub-Adviser; and
(g) Maintain a policy and practice of conducting its sub-investment
advisory services hereunder independently of its, and any of its
affiliates', commercial banking operations. When the Sub-Adviser makes
investment recommendations for the Master Portfolios, its investment
advisory personnel will not inquire or take into consideration whether
the issuers of securities proposed for purchase or sale for the Master
Portfolios' accounts are customers of its, or any of its affiliates',
commercial department. In dealing with commercial customers, the
commercial department of the Sub-Adviser, or any of its affiliates,
will not inquire or take into consideration whether securities of
those customers are held by the Master Portfolios.
4. Services Not Exclusive.
The services furnished by the Sub-Adviser hereunder are deemed not to
be exclusive, and the Sub-Adviser shall be free to furnish similar services to
others so long as its services under this Agreement are not impaired thereby. To
the extent that the purchase or sale of securities or other investments of the
same issuer may be deemed by the Sub-Adviser to be suitable for two or more
accounts managed by the Sub-Adviser, the available securities or investments may
be allocated in a manner believed by the Sub-Adviser to be equitable to each
account. It is recognized that in some cases this procedure may adversely affect
the price paid or received by the Master Portfolios or the size of the position
obtainable for or disposed of by the Master Portfolios.
5. Books and Records.
In compliance with the requirements of Rule 31a-3 under the 1940 Act,
the Sub-Adviser hereby agrees that all records which it maintains for the Master
Portfolios are the property of the Trust and further agrees to surrender
promptly to the Trust any of such records
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upon the Trust's request. The Sub-Adviser further agrees to preserve for the
periods prescribed by Rule 31a-2 under the 1940 Act, the records required to be
maintained by it under this Agreement.
6. Expenses.
During the term of this Agreement, the Sub-Adviser will pay all
expenses incurred by it in connection with its activities under this Agreement
other than the cost of securities, commodities and other investments (including
brokerage commissions, custodial charges and other transaction costs, if any)
purchased or sold for the Master Portfolios.
7. Compensation.
The Adviser shall pay the Sub-Adviser, as compensation for services
rendered hereunder, fees, payable monthly, at the annual rates indicated on
Schedule I hereto, as such Schedule may be supplemented and amended from time to
time. It is understood that the Adviser shall be responsible for the
Sub-Adviser's fee for its services hereunder, and the Sub-Adviser agrees that it
shall have no claim against the Trust or the Master Portfolios with respect to
compensation under this Agreement.
The average daily net asset value of the Master Portfolios shall be
determined in the manner set forth in the Declaration of Trust and registration
statement of the Trust, as amended from time to time.
8. Limitation of Liability.
The Sub-Adviser shall not be liable for any error of judgment or
mistake of law or for any loss suffered by the Trust in connection with the
performance of this Agreement, except that the Sub-Adviser shall be liable to
the Trust for any loss resulting from a breach of fiduciary duty with respect to
the receipt of compensation for services or any loss resulting from willful
misfeasance, bad faith or negligence on the part of the Sub-Adviser in the
performance of its duties or from reckless disregard by it of its obligations
and duties under this Agreement.
9. Term and Approval.
This Agreement shall become effective when approved, and shall
continue in effect until the second anniversary of its effective date.
Thereafter, if not terminated, this Agreement shall continue in effect for
successive annual periods ending on January 1, provided that the continuation of
the Agreement is specifically approved at least annually:
(a)(i) by the Trust's Board of Trustees or (ii) by the vote of "a
majority of the outstanding voting securities" of the Master Portfolio (as
defined in Section 2(a)(42) of the 0000 Xxx); and
(b) by the affirmative vote of a majority of the Trustees of the Trust
who are not parties to this Agreement or "interested persons" (as defined
in the 0000 Xxx) of a
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party to this Agreement (other than as Trustees of the Trust), by votes
cast in person at a meeting specifically called for such purpose.
10. Termination.
This Agreement may be terminated at any time with respect to:
(a) a Master Portfolio, without the payment of any penalty, by vote of
the Trust's Board of Trustees or by vote of a majority of a Master
Portfolio's outstanding voting securities, or by the Adviser, upon sixty
(60) days' written notice to the other parties to this Agreement.
(b) by the Sub-Adviser on sixty (60) days' written notice to the other
parties to this Agreement.
Any party entitled to notice may waive the notice provided for herein.
This Agreement shall automatically terminate in the event of its assignment, the
term "assignment" for purposes of this paragraph having the meaning defined in
Section 2(a)(4) of the 1940 Act.
11. Amendment of This Agreement.
No provision of this Agreement may be changed, waived, discharged or
terminated orally, but only by an instrument in writing signed by the party
against which enforcement of the change, waiver, discharge or termination is
sought. To the extent required by the 1940 Act, no amendment of this Agreement
shall be effective until approved by vote of a majority of the outstanding
voting securities of the Master Portfolios.
12. Miscellaneous.
The captions in this Agreement are included for convenience of
reference only, and in no way define or limit any of the provisions hereof or
otherwise affect their construction or effect. If any provision of this
Agreement shall be held or made invalid by a court decision, statute, rule or
otherwise, the remainder of this Agreement shall not be affected thereby. This
Agreement shall be binding upon and shall inure to the benefit of the parties
hereto and their respective successors and shall be governed by Delaware law.
13. Counterparts.
This Agreement may be executed in any number of counterparts, each of
which shall be deemed an original.
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IN WITNESS WHEREOF, the parties hereto have caused this Agreement to
be executed by their respective officers of the day and year first written
above.
COLUMBIA FUNDS MASTER INVESTMENT TRUST
on behalf of the Master Portfolios
By: /s/ Xxxxxxxxxxx X. Xxxxxx
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Xxxxxxxxxxx X. Xxxxxx
President
COLUMBIA MANAGEMENT ADVISORS, LLC
By: /s/ Xxxxx Xxxxxx
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Xxxxx Xxxxxx
Executive Vice President
XXXXXXX INVESTMENT PARTNERS, L.P.
By: /s/ Xxxxx X. Xxxxxxx
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Xxxxx X. Xxxxxxx
Chief Executive Officer
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SCHEDULE I
The Adviser shall pay the Sub-Adviser as full compensation for services
provided and expenses assumed hereunder, a sub-advisory fee for each Master
Portfolio, computed daily and payable monthly at the annual rates listed below
as a percentage of the average daily net assets of the Master Portfolio:
MASTER PORTFOLIO RATE OF COMPENSATION EFFECTIVE DATE
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Columbia International Value Master 0.50% of average daily net assets 10/15/1999
Portfolio
Approved: November 21, 2002
Last Amended: September 26, 2005
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