INVESTMENT ADVISORY AGREEMENT
COLUMBIA FUNDS MASTER INVESTMENT TRUST
THIS AGREEMENT is made as of September 30, 2005, by and between COLUMBIA
FUNDS MASTER INVESTMENT TRUST, a Delaware statutory trust ("Master Trust"), and
COLUMBIA MANAGEMENT ADVISORS, LLC, a Delaware limited liability company (the
"Adviser"), on behalf of those series of Master Trust now or hereafter
identified on Schedule I (each, a "Master Portfolio" and collectively, the
"Master Portfolios").
WHEREAS, Master Trust is registered with the Securities and Exchange
Commission (the "Commission") as an open-end 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, Master Trust desires that the Adviser manage the investment
operations of the Master Portfolios and the Adviser desires to manage said
operations; and
WHEREAS, the Board of Trustees of Master Trust (the "Board"), including a
majority of the Trustees who are not "interested persons" (as defined herein) of
any party to this Agreement, have approved this arrangement;
NOW, THEREFORE, in consideration of the promises and mutual covenants
herein contained, it is agreed between the parties hereto as follows:
1. APPOINTMENT OF ADVISER. Master Trust hereby appoints the Adviser and the
Adviser hereby agrees to manage the investment operations of each Master
Portfolio subject to the terms of this Agreement and subject to the supervision
of the Board. Master Trust and the Adviser contemplate that certain duties of
the Adviser under this Agreement may be delegated to one or more investment
sub-adviser(s) (the "Sub-Adviser(s)") pursuant to separate investment
sub-advisory agreement(s) (the "Sub-Advisory Agreement(s)"). The Adviser may, in
its discretion, provide services under this Agreement through its own employees
or through one or more affiliated companies that are qualified to act as
investment advisers under applicable law and are under common control of Bank of
America Corporation.
2. SERVICES OF ADVISER. The Adviser shall perform, or arrange for the
performance of, the management services necessary for the investment operations
of each Master Portfolio, including but not limited to:
(a) Managing the investment and reinvestment of all assets, now or
hereafter acquired by each Master Portfolio, including
determining what securities and other investments are to be
purchased or sold for each Master Portfolio and executing
transactions accordingly;
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(b) Transmitting trades to each Master Portfolio's custodian for
settlement in accordance with each Master Portfolio's procedures
and as may be directed by Master Trust;
(c) Assisting in the preparation of all shareholder communications,
including shareholder reports, and participating in shareholder
relations;
(d) Making recommendations as to the manner in which voting rights,
rights to consent to Master Portfolio action and any other rights
pertaining to each Master Portfolio's portfolio securities shall
be exercised;
(e) Making recommendations to the Board with respect to Master
Portfolio investment policies and procedures, and carrying out
such investment policies and procedures as are adopted by the
Board;
(f) Supplying reports, evaluations, analyses, statistical data and
information to the Board or to the Master Portfolios' officers
and other service providers as the Board may reasonably request
from time to time or as may be necessary or appropriate for the
operation of Master 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 Master
Portfolio;
(h) Furnishing any and all other services, subject to review by the
Board, that the Adviser from time to time determines to be
necessary or useful to perform its obligations under this
Agreement or as the Board may reasonably request from time to
time.
3. RESPONSIBILITIES OF ADVISER. In carrying out its obligations under this
Agreement, the 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
Master Trust or a Master Portfolio issued thereunder;
(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) Not make loans to any person for the purpose of purchasing or
carrying Master Portfolio shares;
(d) Place, or arrange for the placement of, all orders pursuant to
its investment determinations for the Master Portfolios either
directly with the issuer or
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with any broker or dealer (including any affiliated broker or
dealer). In executing portfolio transactions and selecting
brokers or dealers, the Adviser will use its best efforts to seek
on behalf of each Master Portfolio the best overall terms
available. In assessing the best overall terms available for any
transaction, the 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 Adviser may also consider whether such broker or
dealer furnishes research and other information or services to
the Adviser;
(e) Adhere to the investment objective, strategies and policies and
procedures of Master Trust adopted on behalf of each Master
Portfolio; and
(f) Maintain a policy and practice of conducting its investment
advisory services hereunder independently of the commercial
banking operations of its affiliates. In making investment
recommendations for a Master Portfolio, the Adviser's investment
advisory personnel will not inquire or take into consideration
whether the issuers (or related supporting institutions) of
securities proposed for purchase or sale for the Master
Portfolio's account are customers of the commercial departments
of its affiliates. In dealing with commercial customers, such
commercial departments will not inquire or take into
consideration whether securities of those customers are held by
the Master Portfolio.
4. CONFIDENTIALITY OF INFORMATION. Each party agrees that it will treat
confidentially all information provided by the other party regarding such other
party's business and operations, including without limitation the investment
activities or holdings of a Master Portfolio. 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 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. DELEGATION OF DUTIES. Subject to the approval of the Board and, if
required, the shareholders of the Master Portfolios, the Adviser may delegate to
one or more Sub-Adviser(s) any or all of its duties hereunder, provided that the
Adviser shall continue to supervise and monitor the performance of the duties
delegated to the Sub-Adviser(s) and any such delegation shall not relieve the
Adviser of its duties and obligations under this Agreement. The Adviser shall be
solely responsible for compensating the Sub-Adviser(s) for performing any of the
duties delegated to them. The Adviser may request that Master Trust pay directly
to the Sub-Adviser(s) the portion of the Adviser's compensation that the Adviser
is obligated to pay to the
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Sub-Adviser(s). If Master Trust agrees to such request, it will pay such portion
to the Sub-Adviser(s) on behalf of the Adviser, thereby reducing the
compensation paid to the Adviser by the amount paid directly to the
Sub-Adviser(s). However, such an arrangement will not relieve the Adviser of its
responsibility for compensating the Sub-Adviser(s). In the event that any
Sub-Adviser appointed hereunder is terminated, the Adviser may provide
investment advisory services pursuant to this Agreement through its own
employees or through one or more affiliated companies that are qualified to act
as investment advisers under applicable law and are under common control of Bank
of America Corporation or through other Sub-Adviser(s) as approved by Master
Trust in accordance with applicable law.
6. SERVICES NOT EXCLUSIVE. The services furnished by the Adviser hereunder
are deemed not to be exclusive, and the Adviser shall be free to furnish similar
services to 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 Adviser to be suitable
for two or more accounts managed by the Adviser, the available securities or
investments may be allocated in a manner believed by the 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 Master Portfolio or the size of
the position obtainable for or disposed of by a Master Portfolio. Nothing in
this Agreement shall limit or restrict the right of any of the Adviser's
partners, officers or employees to engage in any other business or to devote his
or her time and attention in part to the management or other aspects of any
business, whether of a similar or dissimilar nature, nor limit or restrict the
Adviser's right to engage in any other business or to render services of any
kind to any other corporation, firm, individual or association.
7. DELIVERY OF DOCUMENTS. Master Trust has furnished the Adviser with
copies, properly certified or authenticated, of each of the following:
(a) Master 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) Master Trust's Bylaws, if any;
(c) the most recent prospectus(es) and statement(s) of additional
information relating to each Master Portfolio (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.
Master Trust will promptly furnish the Adviser with copies of any and all
amendments of or additions or supplements to the foregoing.
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8. BOOKS AND RECORDS. In compliance with the requirements of Rule 31a-3
under the 1940 Act, the Adviser hereby agrees that all records that it maintains
for each Master Portfolio under this Agreement are the property of Master Trust
and further agrees to surrender promptly to Master Trust any of such records
upon request. The 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.
9. EXPENSES OF THE MASTER PORTFOLIOS. Except to the extent expressly
assumed by the Adviser and except to any extent required by law to be paid or
reimbursed by the Adviser, the Adviser shall have no duty to pay any ordinary
operating expenses incurred in the organization and operation of the Master
Portfolios. Ordinary operating expenses include, but are not limited to,
brokerage commissions and other transaction charges, taxes, legal, auditing,
printing, or governmental fees, other 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
shareholder meetings, the cost of preparing and distributing reports and notices
to shareholders and interest payments and other fees or charges associated with
any credit facilities established by or on behalf of the Master Portfolios.
10. COMPENSATION. Except as otherwise provided herein, for the services
provided to each Master Portfolio and the expenses assumed pursuant to this
Agreement, Master Trust will pay the Adviser and the Adviser will accept as full
compensation therefor a fee determined in accordance with Schedule I attached
hereto; provided, however, that the compensation paid to the Adviser shall be
reduced by any amount paid by Master Trust directly to the Sub-Advisor(s)
pursuant to Section 5 of this Agreement. In addition, the Adviser or its
affiliated persons may receive compensation or reimbursement of recordkeeping,
bookkeeping, accounting, administrative and transactional fees or charges
incurred in connection with any credit facilities established by or on behalf of
the Master Portfolios. The fees or charges attributable to each Master Portfolio
shall be a separate charge to such Master Portfolio and shall be the several
(and not joint or joint and several) obligation of each such Master Portfolio.
Master Trust and the Adviser may, from time to time, agree to reduce, limit or
waive the amounts payable hereunder with respect to one or more Master
Portfolios for such period or periods they deem advisable.
11. LIABILITY OF ADVISER. The Adviser shall not be liable for any error of
judgment or mistake of law or for any loss suffered by Master 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, or a loss resulting from willful misfeasance, bad
faith or negligence on the part of the Adviser or any of its officers,
directors, employees or agents, in the performance of their duties under this
Agreement, or from reckless disregard by it or obligations and duties under this
Agreement.
12. TERM AND APPROVAL. This Agreement will become effective as of the date
set forth herein above, and shall continue in effect until the second
anniversary of its effective date. This Agreement will become effective with
respect to each additional Master Portfolio as of the date set forth on Schedule
I when each such Master Portfolio is added thereto. The Agreement shall continue
in effect for a Master Portfolio after the second anniversary of the effective
date
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for successive annual periods ending on each anniversary of such date, provided
that the continuation of the Agreement is specifically approved for the Master
Portfolio at least annually:
(a) (i) by the Board 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 ▇▇▇▇ ▇▇▇); and
(b) by the affirmative vote of a majority of the Trustees of Master
Trust who are not parties to this Agreement or "interested
persons" (as defined in the ▇▇▇▇ ▇▇▇) of a party to this
Agreement (other than as Trustees of Master 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) Master Trust with respect to a Master Portfolio, by vote of the
Board or by vote of a majority of a Master Portfolio's
outstanding voting securities, upon sixty (60) days' written
notice to the Adviser; or
(b) the Adviser with respect to a Master Portfolio, upon sixty (60)
days' written notice to Master Trust.
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. 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.
15. 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 Master Trust shall be ▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇,
▇▇▇▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇ Attention: Secretary, and that of the Adviser shall be ▇▇▇
▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇, Attention: President.
16. RELEASE. The names "Columbia Funds Master Investment Trust" and
"Trustees of Columbia Funds Master Investment Trust" refer respectively to
Master 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 Master Trust arising, directly or indirectly,
under this Agreement will be satisfied solely out of the assets of Master Trust
and that no Trustee, officer or shareholder shall be personally liable for any
such liabilities. All persons
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dealing with any Master Portfolio of Master Trust must look solely to the
property belonging to such Master Portfolio for the enforcement of any claims
against Master Trust.
17. 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 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.
18. 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.
19. 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 instrument to be
executed by their officers designated below as of the day and year first above
written.
COLUMBIA FUNDS MASTER INVESTMENT TRUST
on behalf of the Master Portfolios
By: /s/ ▇▇▇▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
------------------------------------
▇▇▇▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
President
COLUMBIA MANAGEMENT ADVISORS, LLC
By: /s/ ▇▇▇▇▇ ▇▇▇▇▇▇
------------------------------------
▇▇▇▇▇ ▇▇▇▇▇▇
Executive Vice President
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SCHEDULE I
The Master Trust shall pay the Adviser, as full compensation for services
provided and expenses assumed hereunder, an 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:
RATE OF
MASTER PORTFOLIO COMPENSATION EFFECTIVE DATE
---------------- ----------------------------------- --------------
Columbia High Income Master Portfolio - 0.55% up to $500 million 02/14/00
amended rate
- 0.52% in excess of $500 12/01/04
million and up to $1 billion
- 0.49% in excess of $1 billion
and up to $1.5 billion
- 0.46% in excess of $1.5
billion
Columbia Large Cap Core Master Portfolio - 0.60% up to $500 million 05/10/02
amended rate
- 0.55% in excess of $500 12/01/04
million and up to $1 billion
- 0.50% in excess of $1 billion
and up to $1.5 billion
- 0.45% in excess of $1.5
billion and up to $3 billion
- 0.43% in excess of $3 billion
and up to $6 billion
- 0.41% in excess of $6 billion
Columbia Small Cap Growth Master Portfolio - 0.70% up to $500 million 08/01/03
0.65% up to $1 billion amended rate
0.60% in excess of $1 billion 12/01/04
Current as of the 30th day of September, 2006.
COLUMBIA FUNDS MASTER INVESTMENT TRUST
on behalf of the Funds
By: /s/ ▇▇▇▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
------------------------------------
▇▇▇▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
President
COLUMBIA MANAGEMENT ADVISORS, LLC
By: /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
------------------------------------
▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
Managing Director
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