COLONIAL-KEYPORT U.S. FUND FOR GROWTH
COLONIAL MANAGEMENT SUB-ADVISORY AGREEMENT
AGREEMENT dated March 24, 1995 among KEYPORT VARIABLE
INVESTMENT TRUST, a Massachusetts business trust (the "Trust"),
with respect to COLONIAL-KEYPORT U.S. FUND FOR GROWTH
(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
("xxx 0000 Xxx"), 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 0.60% 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 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-KEYPORT U.S. FUND FOR GROWTH
By: KEYPORT VARIABLE INVESTMENT TRUST
By: XXXXXXX X. XXXXXXXXXXX
Its
COLONIAL MANAGEMENT ASSOCIATES, INC.
By: XXXXXX X. XXXXXX
Its
KEYPORT ADVISORY SERVICES CORP.
By: [SIGNATURE]
Its
