INVESTMENT SUB-ADVISORY AGREEMENT
COLUMBIA FUNDS SERIES TRUST
THIS AGREEMENT is made as of September 30, 2006 among COLUMBIA MANAGEMENT
ADVISORS, LLC, a Delaware limited liability company (herein called the
"Adviser"), CAUSEWAY CAPITAL MANAGEMENT LLC, a Delaware limited liability
company (herein called the "Sub-Adviser") and COLUMBIA FUNDS SERIES TRUST, a
Delaware statutory trust (the "Trust"), on behalf of those series of the Trust
now or hereafter identified on Schedule I hereto (each a "Fund" and
collectively, the "Funds").
RECITALS
WHEREAS, the Trust is registered with the Securities and Exchange
Commission (the "Commission") as an open-end series management investment
company under the Investment Company Act of 1940, as amended (the "1940 Act");
WHEREAS, the Adviser is registered with the Commission as an investment
adviser under the Investment Advisers Act of 1940, as amended (the "Advisers
Act");
WHEREAS, the Sub-Adviser is also registered with the Commission as an
investment adviser under the Advisers Act;
WHEREAS, the Adviser and the Trust have entered into an investment advisory
agreement (the "Investment Advisory Agreement"), pursuant to which the Adviser
manages the investment operations of each Fund and may delegate certain duties
of the Adviser to one or more investment sub-adviser(s); and
WHEREAS, the Adviser, with the approval of the Board of Trustees of the
Trust (the "Board"), including a majority of the Trustees who are not
"interested persons" (defined in the 0000 Xxx) of any party to this Agreement,
desires to delegate to the Sub-Adviser the duty to manage the portfolio
investments of the Funds;
NOW, THEREFORE, in consideration of the promises and mutual covenants
herein contained, it is agreed among the parties hereto as follows:
1. APPOINTMENT OF SUB-ADVISER. The Adviser hereby appoints the Sub-Adviser
and the Sub-Adviser hereby agrees to manage the portfolio investments of each
Fund subject to the terms of this Agreement and subject to the supervision of
the Adviser and the Board.
2. SERVICES OF SUB-ADVISER. The Sub-Adviser shall perform all services
necessary for the management of the portfolio investments of each Fund,
including but not limited to:
(a) Managing the investment and reinvestment of all assets now or
hereafter acquired by each Fund, or such portion of the assets of each
Fund as the Adviser may determine from time to time, including
determining what securities and other investments are to be purchased
or sold for each Fund and executing transactions accordingly;
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(b) Transmitting trades to each Fund's custodian for settlement in
accordance with each Fund's procedures and as may be directed by the
Trust;
(c) Assisting in the preparation of interestholder communications relating
to the Funds, including interestholder reports;
(d) Making recommendations, or making determinations under authority
delegated by the Adviser or the Trust, as to the manner in which
voting rights, rights to consent to Fund action and any other rights
pertaining to each Fund's portfolio securities shall be exercised;
(e) Making recommendations to the Adviser and the Board with respect to
Fund investment policies and procedures, and carrying out such
investment policies and procedures as are approved by the Board or by
the Adviser under authority delegated by the Board to the Adviser;
(f) Supplying reports, evaluations, analyses, statistical data and
information to the Adviser, the Board or to the Funds' officers and
other service providers as the Adviser or the Board may reasonably
request from time to time or as may be necessary or appropriate for
the operation of the Trust as an open-end investment company or as
necessary to comply with Section 3(a) of this Agreement;
(g) Maintaining all required books and records with respect to the
investment decisions and securities transactions for each Fund;
(h) Furnishing any and all other services, subject to review by the Board,
that the Adviser from time to time reasonably determines to be
necessary to perform its obligations under the Investment Advisory
Agreement or as the Board may reasonably request from time to time.
3. RESPONSIBILITIES OF SUB-ADVISER. In carrying out its obligations under
this Agreement, the Sub-Adviser agrees that it will:
(a) Comply with all applicable law, including but not limited to the 1940
Act and the Advisers Act, the rules and regulations of the Commission
thereunder and the conditions of any order affecting the Trust or a
Fund issued thereunder that the Adviser communicates to the
Sub-Adviser;
(b) Use the same skill and care in providing such services as it uses in
providing services to other fiduciary accounts for which it has
investment responsibilities;
(c) The Sub-Adviser acknowledges that the Funds 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,
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the Sub-Adviser hereby agrees that it will not consult with any other
investment sub-adviser of a Columbia Fund in the Columbia Fund Family
concerning transactions for a Fund 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 Fund 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 Fund's assets as the Adviser may determine from time to
time, and shall not consult with any other investment sub-adviser to
the Fund that is a principal underwriter or an affiliated person of a
principal underwriter concerning transactions for the Fund in
securities or other investments.
(d) Not make loans to any person for the purpose of purchasing or carrying
Fund interests;
(e) Place, or arrange for the placement of, all orders pursuant to its
investment determinations for the Funds either directly with the
issuer or with any broker or dealer (including any affiliated 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 each Fund 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 or dealer to
execute a particular transaction, the Sub-Adviser may also consider
whether such broker or dealer furnishes research and other information
or services to the Sub-Adviser; and
(f) Adhere to the investment objective, strategies, policies, and
procedures of the Trust adopted on behalf of each Fund and
communicated to the Sub-Adviser.
4. CONFIDENTIALITY OF INFORMATION. Each party agrees that it will treat
confidentially all information provided by another party regarding such other
party's business and operations, including without limitation the investment
activities or holdings of a Fund. All confidential information provided by a
party hereto shall not be disclosed to any unaffiliated third party without the
prior consent of the providing party. The foregoing shall not apply to any
information that is public when provided or thereafter becomes public or which
is required or requested to be disclosed by any regulatory authority in the
lawful and appropriate exercise of its jurisdiction over a party, by any auditor
of the parties hereto, by judicial or administrative process or otherwise by
applicable law or regulation.
5. 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
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others so long as its provision of services under this Agreement is 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 a Fund or the size of the
position obtainable for or disposed of by a Fund.
6. DELIVERY OF DOCUMENTS. The Trust will provide the Sub-Adviser with
copies, properly certified or authenticated, of each of the following:
(a) the Trust's Certificate of Trust, as filed with the Secretary of State
of Delaware, and Declaration of Trust (such Declaration of Trust, as
presently in effect and as from time-to-time amended, is herein called
the "Declaration of Trust");
(b) the Trust's Bylaws, if any;
(c) the most recent prospectus(es) and statement(s) of additional
information relating to each Fund (such prospectus(es) together with
the related statement(s) of additional information, as presently in
effect and all amendments and supplements thereto, are herein called
the "Prospectus"); and
(d) any and all applicable policies and procedures approved by the Board.
The Trust will promptly furnish the Sub-Adviser with copies of any and all
amendments of or additions or supplements to the foregoing.
7. BOOKS AND RECORDS. In compliance with the requirements of Rule 31a-3
under the 1940 Act, the Sub-Adviser hereby agrees that all records that it
maintains for each Fund under this Agreement are the property of the Trust and
further agrees to surrender promptly to the Trust or the Adviser any of such
records upon 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 Rule 31a-1 under the 1940 Act.
8. EXPENSES OF THE FUNDS. Except to the extent expressly assumed by the
Sub-Adviser and except to any extent required by law to be paid or reimbursed by
the Sub-Adviser, the Sub-Adviser shall have no duty to pay any ordinary
operating expenses incurred in the organization and operation of the Funds.
Ordinary operating expenses include, but are not limited to, brokerage
commissions and other transaction charges, taxes, legal, auditing, printing, or
governmental fees, other Fund service providers' fees and expenses, expenses of
issue, sale, redemption and repurchase of shares, expenses of registering and
qualifying shares for sale, expenses relating to Board and interestholder
meetings and the cost of preparing and distributing reports and notices to
interestholders. The Sub-Adviser shall pay all other expenses incurred by it in
connection with its services under this Agreement.
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9. COMPENSATION. Except as otherwise provided herein, for the services
provided to each Fund and the expenses assumed pursuant to this Agreement, the
Adviser will pay the Sub-Adviser and the Sub-Adviser will accept as full
compensation therefor a fee determined in accordance with Schedule I attached
hereto. It is understood that the Adviser shall be solely responsible for
compensating the Sub-Adviser for performing any of the duties delegated to the
Sub-Adviser and the Sub-Adviser agrees that it shall have no claim against the
Trust or any Fund with respect to compensation under this Agreement.
10. LIABILITY OF SUB-ADVISER. The Sub-Adviser shall not be liable for any
error of judgment or mistake of law or for any loss suffered by the Adviser or
the Trust in connection with the performance of its duties under this Agreement,
except a loss resulting from a breach of fiduciary duty with respect to the
receipt of compensation for services, from willful misfeasance, bad faith or
negligence on the part of the Sub-Adviser or any of its officers, board members,
employees or agents, in connection with the performance of their duties under
this Agreement, from reckless disregard by it or its officers, board members,
employees or agents of any of their obligations and duties under this Agreement
or from any violations of securities laws, rules, regulations, statutes and
codes, whether federal or state, by the Sub-Adviser or any of its officers,
board members, employees or agents.
11. INDEMNIFICATION. The Sub-Adviser shall indemnify and hold harmless the
Funds and the Adviser from and against any and all direct or indirect claims,
losses, liabilities or damages (including reasonable attorney's fees and other
related expenses) resulting from a breach of fiduciary duty with respect to the
receipt of compensation for services, from willful misfeasance, bad faith or
negligence on the part of the Sub-Adviser or any of its officers, board members,
employees or agents, in connection with the performance of their duties under
this Agreement, from reckless disregard by it or its officers, board members,
employees or agents of any of their obligations and duties under this Agreement,
or resulting from any violations of securities laws, rules, regulations,
statutes and codes, whether federal or state, by the Sub-Adviser or any of its
officers, board members, employees or agents; provided, however, that the
Sub-Adviser shall not be required to indemnify or otherwise hold the Funds or
the Adviser harmless under this Section 11 where the claim against, or the loss,
liability or damage experienced by the Funds or the Adviser, is caused by or is
otherwise directly related to the Funds' or the Adviser's or any of their
officers', trustees'/directors', employees' or agents' own willful misfeasance,
bad faith or negligence, or to the reckless disregard by the Funds or the
Adviser or any of their officers, trustees/directors, employees or agents of
their duties under this Agreement, or to any violations of securities laws,
rules, regulations, statutes or codes, whether federal or state, by the Funds or
the Adviser or any of their officers, trustees/directors, employees or agents.
12. TERM AND APPROVAL. This Agreement succeeds to the predecessor Agreement
between the Adviser, Sub-Adviser and Columbia Funds Master Investment Trust
("CFMIT") identified in Schedule I from which it is adopted, with the original
effective dates presented in Schedule I (the "CFMIT Agreement"). The CFMIT
Agreement has continued in effect for successive annual periods after the
original effective dates, with the continuation of the CFMIT Agreement having
been approved at least annually after the second anniversary of the original
effective dates. This Agreement will continue in effect for each Fund after each
anniversary of
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the original effective date of the CFMIT Agreement with respect to such Fund,
for successive annual periods ending on each subsequent anniversary, provided
that the continuation of the Agreement is specifically approved for the Fund at
least annually:
(a)(i) by the Board or (ii) by the vote of "a majority of the outstanding
voting securities" of the Fund (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 party to this Agreement (other than as Trustees
of the Trust), by votes cast in person at a meeting specifically
called for such purpose.
13. TERMINATION. This Agreement may be terminated without payment of any
penalty at any time by:
(a) the Trust with respect to a Fund, by vote of the Board or by vote of a
majority of a Fund's outstanding voting securities, upon sixty (60)
days' written notice to the other parties to this Agreement; or
(b) the Adviser or the Sub-Adviser with respect to a Fund, upon 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, unless
an order is issued by the Commission conditionally or unconditionally exempting
such assignment from the provisions of Section 15(a) of the 1940 Act, in which
event this Agreement shall remain in full force and effect subject to the terms
of such order. For the purposes of this paragraph, the definitions contained in
Section 2(a) of the 1940 Act and the applicable rules under the 1940 Act shall
apply.
14. CODE OF ETHICS. The Sub-Adviser represents that it has adopted a
written code of ethics complying with the requirements of Rule 17j-1 under the
1940 Act and will provide the Adviser or the Trust with a copy of such code, any
amendments or supplements thereto and its policies and/or procedures implemented
to ensure compliance therewith.
15. PROXY VOTING PROCEDURES. The Sub-Adviser represents that it has adopted
and implemented written policies and procedures that are reasonably designed to
ensure that the Sub-Adviser votes proxies in the best interest of the Funds in
compliance with the requirements of Rule 206(4)-6 under the Advisers Act. The
Sub-Adviser shall present to the Board its policies, procedures and other
guidelines for voting proxies at least annually, and must notify the Adviser or
the Board promptly of material changes to any policies and procedures, including
any substantive changes to its procedures for addressing conflicts of interest.
The Sub-Adviser is not required to notify the Adviser or the Board of changes
relating to any guidelines for voting specific types of proxies except as part
of the annual presentation. Upon request, the Sub-Adviser shall provide the
Trust with a copy of its policies, procedures and other guidelines or a
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description of such policies, procedures and guidelines for the purpose of
filing such document(s) in the Trust's Prospectus or as otherwise required by
the 1940 Act and the rules promulgated thereunder.
16. INSURANCE. The Sub-Adviser shall maintain for the term of this
Agreement and provide evidence thereof to the Trust or the Adviser a blanket
bond and professional liability (error and omissions) insurance in an amount
reasonably acceptable to Adviser.
17. REPRESENTATIONS AND WARRANTIES. Each party to this Agreement represents
and warrants that the execution, delivery and performance of its obligations
under this Agreement are within its powers, have been duly authorized by all
necessary actions and that this Agreement constitutes a legal, valid and binding
obligation enforceable against it in accordance with its terms. The Sub-Adviser
further represents and warrants that it is duly registered as an investment
adviser under the Advisers Act.
18. AMENDMENT OF THIS AGREEMENT. No provision of this Agreement may be
changed, waived, discharged or terminated orally, except by an instrument in
writing signed by the party against which enforcement of the change, waiver,
discharge or termination is sought.
19. NOTICES. Any notices under this Agreement shall be in writing,
addressed and delivered or mailed postage paid to such address as may be
designated for the receipt of such notice. Until further notice, it is agreed
that the address of the Trust shall be Xxx Xxxxxxxxx Xxxxxx, Xxxxxx,
Xxxxxxxxxxxxx, 00000, Attention: Secretary, that of the Adviser shall be Xxx
Xxxxxxxxx Xxxxxx, Xxxxxx, Xxxxxxxxxxxxx, 00000, Attention: President, and that
of the Sub-Adviser shall be 00000 Xxxxx Xxxxxx Xxxx., Xxxxx 0000, Xxx Xxxxxxx,
XX 00000, Attention: General Counsel. The Sub-Adviser agrees to promptly notify
the Adviser and the Trust in writing of the occurrence of any event which could
have a material impact on the performance of its duties under this Agreement,
including but not limited to (i) the occurrence of any event which could
disqualify the Sub-Adviser from serving as an investment adviser pursuant to
Section 9 of the 1940 Act; (ii) any material change in the Sub-Adviser's
business activities; (iii) any event that would constitute a change in control
of the Sub-Adviser; (iv) any change in the portfolio manager or portfolio
management team of a Fund; (v) the existence of any pending or threatened audit,
investigation, examination, complaint or other inquiry (other than routine
audits or regulatory examinations or inspections) relating to any Fund; and (vi)
any material violation of the Sub-Adviser's code of ethics.
20. RELEASE. The names "Columbia Funds Series Trust" and "Trustees of
Columbia Funds Series Trust" refer respectively to the Trust created by the
Declaration of Trust and the Trustees as Trustees but not individually or
personally. All parties hereto acknowledge and agree that any and all
liabilities of the Trust arising, directly or indirectly, under this Agreement
will be satisfied solely out of the assets of the Trust and that no Trustee,
officer or interestholder shall be personally liable for any such liabilities.
All persons dealing with any Fund of the Trust must look solely to the property
belonging to such Fund for the enforcement of any claims against the Trust.
21. MISCELLANEOUS. This Agreement contains the entire understanding of the
parties hereto. Each provision of this Agreement is intended to be severable. If
any provision of this
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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.
22. GOVERNING LAW. This Agreement shall be governed by, and construed in
accordance with, Delaware law and the federal securities laws, including the
1940 Act and the Advisers Act.
23. COUNTERPARTS. This Agreement may be executed in any number of
counterparts, each of which shall be deemed an original.
24. USE OF THE NAME "COLUMBIA FUNDS". The Sub-Adviser agrees that it will
not use the name "Columbia Funds", any derivative thereof, or the name of the
Adviser, the Trust or any Fund except in accordance with such policies and
procedures as may be mutually agreed to in writing. Notwithstanding the
foregoing, the Sub-Adviser may include the name "Columbia Multi-Advisor
International Equity Fund" on its client list used in marketing materials.
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IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed
by their respective officers as of the day and year first written above.
COLUMBIA FUNDS SERIES TRUST
on behalf of the Funds
By: /s/ Xxxxxxxxxxx X. Xxxxxx
------------------------------------
Xxxxxxxxxxx X. Xxxxxx
President
COLUMBIA MANAGEMENT ADVISORS, LLC
By: /s/ Xxxx X. Xxxxxxxxx
------------------------------------
Xxxx X. Xxxxxxxxx
Managing Director
CAUSEWAY CAPITAL MANAGEMENT LLC
By: /s/ Xxxxxx X. Xxxxxxxx
------------------------------------
Name: Xxxxxx X. Xxxxxxxx
Title: Chief Operating 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 Fund,
computed daily and payable monthly at the annual rates listed below as a
percentage of the average daily net assets of the Fund under the Sub-Adviser's
management:
FUND RATE OF COMPENSATION EFFECTIVE DATE
---- -------------------- ------------------
Columbia Multi-Advisor International 0.43% 09/30/06
Equity Fund (Adopted from the
CFMIT Agreement,
effective 9/17/04)
Current as of the 30th day of September, 2006.
COLUMBIA FUNDS SERIES TRUST on behalf of
the Funds
By: /s/ Xxxxxxxxxxx X. Xxxxxx
------------------------------------
Xxxxxxxxxxx X. Xxxxxx
President
COLUMBIA MANAGEMENT ADVISORS, LLC
By: /s/ Xxxx X. Xxxxxxxxx
------------------------------------
Xxxx X. Xxxxxxxxx
Managing Director
CAUSEWAY CAPITAL MANAGEMENT LLC
By: /s/ Xxxxxx X. Xxxxxxxx
------------------------------------
Name: Xxxxxx X. Xxxxxxxx
Title: Chief Operating Officer
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