COLONIAL U.S. GROWTH & INCOME FUND,
VARIABLE SERIES
SUB-ADVISORY AGREEMENT
AGREEMENT dated November 1, 2001 among LIBERTY VARIABLE INVESTMENT TRUST, a
Massachusetts business trust (the "Trust"), with respect to COLONIAL U.S. GROWTH
& INCOME FUND, VARIABLE SERIES (the "Fund"), LIBERTY ADVISORY SERVICES, a
Massachusetts corporation ("`Advisor"), and COLONIAL MANAGEMENT ASSOCIATES,
INC., a Massachusetts corporation (the "Sub-Advisor").
In consideration of the promises and covenants herein, the parties agree as
follows:
1. The Sub-Advisor 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 Advisor and the Board of Trustees of the Trust
2. In carrying out its investment management obligations, the Sub-Advisor
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 Advisor and to the Board of Trustees.
3. The Sub-Advisor shall be free to render similar services to others so long as
its services hereunder are not impaired thereby.
4. The Sub-Advisor may delegate its investment responsibilities under paragraph
2(b) with respect to the Fund to one or more Persons or companies registered as
investment advisors 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-Advisors"), pursuant to an
agreement among the Trust, such Fund, the Advisor, the Sub-Advisor and such
Second-Tier Sub-Advisor ("Second-Tier Sub-Advisory Agreement") Each Second-Tier
Sub-Advisory Agreement may provide that the Second-Tier Sub-Advisor. subject to
the control and supervision of the Trustees, the Advisor and the Sub-Advisor.
shall have full investment discretion for the Fund and the Fund's assets or any
portion thereof specified by the Sub-Advisor. 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-Advisor shall be solely
responsible for paying the fees of each Second-Tier Sub-Advisor from the fees it
collects as provided in paragraph 5 below.
5. The Advisor shall pay the Sub-Advisor 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 July 31, 2003, 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-Advisor 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-Advisor on sixty days' 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-Advisor, or reckless disregard of its obligations and duties
hereunder, the Sub-Advisor 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 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-Advisor, or with any organization which shall
have succeeded to the Sub-Advisor's business as an investment advisor.
11. The Sub-Advisor 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-Advisor 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 U.S. GROWTH & INCOME FUND, VARIABLE SERIES
By: LIBERTY VARIABLE INVESTMENT TRUST
By: /s/Xxxxxxx X. Xxxxxx
COLONIAL MANAGEMENT ASSOCIATES, INC.
By: /s/Xxxxxxx X. Xxxxxx
LIBERTY ADVISORY SERVICES CORP.
By: /s/Xxxxxx X. Xxxxxxx
