SUB-ADVISORY AGREEMENT
SUB-ADVISORY AGREEMENT, dated this [ ] day of [ ], by and among XXXXX
XXX & XXXXXXX INCORPORATED, a Delaware corporation (the "Adviser"), UNIBANK
SECURITIES, INC., d/b/a "UNIBANK INVESTMENT MANAGEMENT," a company incorporated
under the laws of the State of Delaware (the "Sub-Adviser") and LIBERTY-XXXXX
XXX FUNDS INVESTMENT TRUST (the "Trust"), on behalf of XXXXX XXX EUROPEAN
THEMATIC EQUITY FUND (the "Fund").
WITNESSETH:
WHEREAS, the Adviser provides the Fund, a series of the Trust, an
open-end investment company registered under the Investment Company Act of 1940,
as amended (the "1940 Act"), business services pursuant to the terms and
conditions of an investment advisory agreement dated January 2, 2001 (the
"Advisory Agreement") between the Adviser and the Trust, on behalf of the Fund;
and
WHEREAS, the Sub-Adviser is willing to provide services to the Adviser
on the terms and conditions hereinafter set forth.
NOW, THEREFORE, in consideration of the mutual covenants and agreements
of the parties hereto as herein set forth, the parties covenant and agree as
follows:
1. Duties of the Sub-Adviser. Subject to the supervision of the
Trustees of the Trust and the Adviser, the Sub-Adviser will: (a) manage the
investment of the assets of the Fund, as determined by the Adviser, in
accordance with the Fund's investment objectives, policies and limitations as
stated in the Fund's then current Prospectus (the "Prospectus") and Statement of
Additional Information (the "Statement"), and in compliance with the 1940 Act
and the rules, regulations and orders thereunder; (b) place purchase and sale
orders for portfolio transactions for the Fund; (c) evaluate such economic,
statistical and financial information and undertake such investment research as
it shall believe advisable; (d) employ professional portfolio managers to
provide research services to the Fund; and (e) report results to the Board of
Trustees of the Trust. The Adviser agrees to provide the Sub-Adviser with such
assistance as may be reasonably requested by the Sub-Adviser in connection with
its activities under this Agreement, including, without limitation, information
concerning the Fund, its funds available, or to become available, for investment
and generally as to the conditions of the Fund's affairs.
Should the Trustees of the Trust or the Adviser at any time make any
determination as to investment policy and notify the Sub-Adviser thereof in
writing, the Sub-Adviser shall be bound by such determination for the period, if
any, specified in such notice or until notified that such determination has been
revoked. Further, the Adviser or the Trustees of the Trust may at any time, upon
written notice to the Sub-Adviser, suspend or restrict the right of the
Sub-Adviser to determine what assets of the Fund shall be purchased or sold and
what portion, if any, of the Fund's assets shall be held uninvested. It is
understood that the Adviser undertakes to discuss with the Sub-Adviser any such
determinations of investment policy and any such suspension or restrictions on
the right of the Sub-Adviser to determine what assets of the Fund shall be
purchased or sold or held uninvested, prior to the implementation thereof.
2. Certain Information to the Sub-Adviser. Copies of the Prospectus and
the Statement have been delivered to the Sub-Adviser. The Adviser agrees to
notify the Sub-Adviser of each change in the investment policies of the Fund and
to provide to the Sub-Adviser as promptly as practicable copies of all
amendments and supplements to the Prospectus and the Statement. In addition, the
Adviser will promptly provide the Sub-Adviser with any procedures applicable to
the Sub-Adviser adopted from time to time by the Trustees of the Trust and
agrees to provide promptly to the Sub-Adviser copies of all amendments thereto.
3. Execution of Certain Documents. Subject to any other written
instructions of the Adviser and the Trustees of the Trust, the Sub-Adviser is
hereby appointed the Adviser's and the Trust's agent and attorney-in-fact to
execute account documentation, agreements, contracts and other documents as the
Sub-Adviser shall be requested by brokers, dealers, counterparties and other
persons in connection with its management of the assets of the Fund.
4. Reports. The Sub-Adviser shall furnish to the Trustees of the Trust
or the Adviser, or both, as may be appropriate, quarterly reports of its
activities on behalf of the Fund, as required by applicable law or as otherwise
requested from time to time by the Trustees of the Trust or the Adviser, and
such additional information, reports, evaluations, analyses and opinions as the
Trustees of the Trust or the Adviser, as appropriate, may request from time to
time.
5. Compensation of the Sub-Adviser. For the services to be rendered by
the Sub-Adviser under this Agreement, the Adviser shall pay to the Sub-Adviser
compensation, computed and paid monthly in arrears in U.S. dollars, at an annual
rate of 0.60% of the average daily net asset value of the Fund's assets. If the
Sub-Adviser shall serve for less than the whole of any month, the compensation
payable to the Sub-Adviser with respect to the Fund will be prorated. The
Sub-Adviser will pay its expenses incurred in performing its duties under this
Agreement. Neither the Trust nor the Fund shall be liable to the Sub-Adviser for
the compensation of the Sub-Adviser. For the purpose of determining fees payable
to the Sub-Adviser, the value of the Fund's net assets shall be computed at the
times and in the manner specified in the Prospectus and/or Statement.
6. Limitation of Liability of the Sub-Adviser. The Sub-Adviser shall
not be liable for any error of judgment or mistake of law or for any loss
arising out of any investment or for any act or omission in the execution and
management of the Fund, except for willful misfeasance, bad faith or gross
negligence in the performance of its duties and obligations hereunder. The
Trust, on behalf of the Fund, may enforce any obligations of the Sub-Adviser
under this Agreement and may recover directly from the Sub-Adviser for any
liability it may have to the Fund.
7. Activities of the Sub-Adviser. The services of the Sub-Adviser to
the Fund are not deemed to be exclusive, the Sub-Adviser being free to render
investment advisory and/or other services to others.
8. Covenants of the Sub-Adviser. The Sub-Adviser agrees that it (a)
will not deal with itself, "affiliated persons" of the Sub-Adviser, the Trustees
of the Trust or the Fund's distributor, as principals, agents, brokers or
dealers in making purchases or sales of securities or other property for the
account of the Fund, except as permitted by the 1940 Act and the rules,
regulations and orders thereunder and subject to the prior written approval of
the Adviser, and except in accordance with Rule 17e-1 procedures as approved by
the Trustees from time to time and (b) will comply with all other provisions of
the then-current Prospectus and Statement relative to the Sub-Adviser and its
trustees, officers, employees and affiliates.
9. Representations, Warranties and Additional Agreements of the
Sub-Adviser. The Sub-Adviser represents, warrants and agrees that:
(a) It (i) is registered as an investment adviser under the U.S.
Investment Advisers Act of 1940 (the "Advisers Act"), is authorized to undertake
investment business in the U.S. and is registered under the laws of any
jurisdiction in which the Sub-Adviser is required to be registered as an
investment adviser in order to perform its obligations under this Agreement, and
will continue to be so registered for so long as this Agreement remains in
effect; (ii) is not prohibited by the 1940 Act or the Advisers Act from
performing the services contemplated by this Agreement; (iii) has met, and will
continue to meet for so long as this Agreement remains in effect, any other
applicable Federal or State requirements, or the applicable requirements of any
regulatory or industry self-regulatory agency, necessary to be met in order to
perform the services contemplated by this Agreement; (iv) has the authority to
enter into and perform the services contemplated by this Agreement; (v) will
immediately notify the Adviser in writing of the occurrence of any event that
would disqualify the Sub-Adviser from serving as an investment adviser of an
investment company pursuant to Section 9(a) of the 1940 Act or otherwise; and
(vi) will immediately notify the Adviser in writing of any change of control of
the Sub-Adviser or any parent of the Sub-Adviser resulting in an "assignment" of
this Agreement.
(b) It will maintain, keep current and preserve on behalf of the Fund,
in the manner and for the periods of time required or permitted by the 1940 Act
and the rules, regulations and orders thereunder and the Advisers Act and the
rules, regulations and orders thereunder, records relating to investment
transactions made by the Sub-Adviser for the Fund as may be reasonably requested
by the Adviser or the Fund from time to time. The Sub-Adviser agrees that such
records are the property of the Fund, and will be surrendered to the Fund
promptly upon request.
(c) The Sub-Adviser has adopted a written code of ethics complying with
the requirements of Rule 17j-1 under the 1940 Act and, if it has not already
done so, will provide the Adviser and the Trust with a copy of such code of
ethics, and upon any amendment to such code of ethics, promptly provide such
amendment. At least annually the Sub-Adviser will provide the Trust and the
Adviser with a certificate signed by the chief compliance officer (or the person
performing such function) of the Sub-Adviser certifying, to the best of his or
her knowledge, compliance with the code of ethics during the immediately
preceding twelve (12) month period, including any material violations of or
amendments to the code of ethics or the administration thereof.
(d) It has provided the Adviser and the Trust with a copy of its Form
ADV as most recently filed with the Securities and Exchange Commission (the
"SEC") and will, promptly after filing any amendment to its Form ADV with the
SEC, furnish a copy of such amendment to the Adviser and the Trust.
10. Duration and Termination of this Agreement. This Agreement shall
become effective on the date first above written and shall govern the relations
between the parties hereto thereafter, and shall remain in force until two years
from its date of execution and from year to year thereafter but only so long as
its continuance is "specifically approved at least annually" by the Board of
Trustees of the Trust or by "vote of a majority of the outstanding voting
securities" of the Fund. This Agreement may be terminated at any time without
penalty on sixty days' written notice to the Sub-Adviser by vote of the Board of
Trustees of the Trust, by "vote of a majority of the outstanding voting
securities" of the Fund, or by the Adviser. This Agreement also may be
terminated at any time without penalty by the Sub-Advisor on ninety days'
written notice to the Adviser and Trust. This Agreement shall automatically
terminate in the event of its "assignment" or in the event that the Advisory
Agreement shall have terminated for any reason.
11. Amendments to this Agreement. This Agreement may be amended in
accordance with the 1940 Act.
12. Certain Definitions. The terms "specifically approved at least
annually", "vote of a majority of the outstanding voting securities",
"assignment", "control", "affiliated persons" and "interested person", when used
in this Agreement, shall have the respective meanings specified, and shall be
construed in a manner consistent with, the 1940 Act and the rules, regulations
and orders thereunder, subject, however, to such exemptions as may be granted by
the SEC under the 1940 Act.
13. Survival of Representations and Warranties; Duty to Update
Information. All representations and warranties made by the Sub-Adviser pursuant
to Section 9 hereof shall survive for the duration of this Agreement and the
Sub-Adviser shall immediately notify, but in no event later than five (5)
business days, the Adviser in writing upon becoming aware that any of the
foregoing representations and warranties are no longer true.
14. Miscellaneous. This Agreement shall be governed by and construed in
accordance with the internal laws of The Commonwealth of Massachusetts. All
notices provided for by this Agreement shall be in writing and shall be deemed
given when received, against appropriate receipt, by the Sub-Adviser's Secretary
in the case of the Sub-Adviser, the Adviser's General Counsel in the case of the
Adviser, and the Trust's Secretary in the case of the Fund, or such other person
as a party shall designate by notice to the other parties. This Agreement
constitutes the entire agreement among the parties hereto and supersedes any
prior agreement among the parties relating to the subject matter hereof. The
section headings of this Agreement are for convenience of reference and do not
constitute a part hereof.
IN WITNESS WHEREOF, the parties have caused this Agreement to be
executed and delivered in their names and on their behalf by the undersigned,
thereunto duly authorized, and their respective seals to be hereto affixed, all
as of the day and year first written above.
XXXXX XXX & XXXXXXX INCORPORATED
By:
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Name:
Title:
UNIBANK SECURITIES, INC.
By:
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Name:
Title:
LIBERTY-XXXXX XXX FUNDS INVESTMENT TRUST
By:
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Name:
Title:
