MANAGEMENT AGREEMENT
BETWEEN
STEINROE INVESTMENT TRUST
AND
STEIN ROE & FARNHAM INCORPORATED
STEINROE INVESTMENT TRUST, a Massachusetts business trust registered under
the Investment Company Act of 1940 ("1940 Act") as an open-end diversified
management investment company ("Trust"), hereby appoints STEIN ROE & FARNHAM
INCORPORATED, a Delaware corporation registered under the Investment Advisers
Act of 1940 as an investment adviser, of Chicago, Illinois ("Manager"), to
furnish investment advisory and portfolio management services with respect to
the portion of its assets represented by the shares of beneficial interest
issued in each series listed in Schedule A hereto, as such schedule may be
amended from time to time (each such series hereinafter referred to as "Fund").
Trust and Manager hereby agree that:
1. INVESTMENT MANAGEMENT SERVICES. Manager shall manage the investment
operations of Trust and each Fund, subject to the terms of this Agreement and to
the supervision and control of Trust's Board of Trustees ("Trustees"). Manager
agrees to perform, or arrange for the performance of, the following services
with respect to each Fund:
(a) to obtain and evaluate such information relating to economies, industries,
businesses, securities and commodities markets, and individual securities,
commodities and indices as it may deem necessary or useful in discharging
its responsibilities hereunder;
(b) to formulate and maintain a continuing investment program in a manner
consistent with and subject to (i) Trust's agreement and declaration of
trust and by-laws; (ii) the Fund's investment objectives, policies, and
restrictions as set forth in written documents furnished by the Trust to
Manager; (iii) all securities, commodities, and tax laws and regulations
applicable to the Fund and Trust; and (iv) any other written limits or
directions furnished by the Trustees to Manager;
(c) unless otherwise directed by the Trustees, to determine from time to time
securities, commodities, interests or other investments to be purchased,
sold, retained or lent by the Fund, and to implement those decisions,
including the selection of entities with or through which such purchases,
sales or loans are to be effected;
(d) to use reasonable efforts to manage the Fund so that it will qualify as a
regulated investment company under subchapter M of the Internal Revenue Code
of 1986, as amended;
(e) to make recommendations as to the manner in which voting rights, rights to
consent to Trust or Fund action, and any other rights pertaining to Trust or
the Fund shall be exercised;
(f) to make available to Trust promptly upon request all of the Fund's records
and ledgers and any reports or information reasonably requested by the
Trust; and
(g) to the extent required by law, to furnish to regulatory authorities any
information or reports relating to the services provided pursuant to this
Agreement.
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Except as otherwise instructed from time to time by the Trustees, with
respect to execution of transactions for Trust on behalf of a Fund, Manager
shall place, or arrange for the placement of, all orders for purchases, sales,
or loans with issuers, brokers, dealers or other counterparties or agents
selected by Manager. In connection with the selection of all such parties for
the placement of all such orders, Manager shall attempt to obtain most favorable
execution and price, but may nevertheless in its sole discretion as a secondary
factor, purchase and sell portfolio securities from and to brokers and dealers
who provide Manager with statistical, research and other information, analysis,
advice, and similar services. In recognition of such services or brokerage
services provided by a broker or dealer, Manager is hereby authorized to pay
such broker or dealer a commission or spread in excess of that which might be
charged by another broker or dealer for the same transaction if the Manager
determines in good faith that the commission or spread is reasonable in relation
to the value of the services so provided.
Trust hereby authorizes any entity or person associated with Manager that
is a member of a national securities exchange to effect any transaction on the
exchange for the account of a Fund to the extent permitted by and in accordance
with Section 11(a) of the Securities Exchange Act of 1934 and Rule 11a2-2(T)
thereunder. Trust hereby consents to the retention by such entity or person of
compensation for such transactions in accordance with Rule 11a-2-2(T)(a)(iv).
Manager may, where it deems to be advisable, aggregate orders for its other
customers together with any securities of the same type to be sold or purchased
for Trust or one or more Funds in order to obtain best execution or lower
brokerage commissions. In such event, Manager shall allocate the shares so
purchased or sold, as well as the expenses incurred in the transaction, in a
manner it considers to be equitable and fair and consistent with its fiduciary
obligations to Trust, the Funds, and Manager's other customers.
Manager shall for all purposes be deemed to be an independent contractor
and not an agent of Trust and shall, unless otherwise expressly provided or
authorized, have no authority to act for or represent Trust in any way.
2. ADMINISTRATIVE SERVICES. Manager shall supervise the business and
affairs of Trust and each Fund and shall provide such services and facilities as
may be required for effective administration of Trust and Funds as are not
provided by employees or other agents engaged by Trust; provided that Manager
shall not have any obligation to provide under this Agreement any such services
which are the subject of a separate agreement or arrangement between Trust and
Manager, any affiliate of Manager, or any third party administrator
("Administrative Agreements").
3. USE OF AFFILIATED COMPANIES AND SUBCONTRACTORS. In connection with the
services to be provided by Manager under this Agreement, Manager may, to the
extent it deems appropriate, and subject to compliance with the requirements of
applicable laws and regulations and upon receipt of written approval of the
Trustees, make use of (i) its affiliated companies and their directors,
trustees, officers, and employees and (ii) subcontractors selected by Manager,
provided that Manager shall supervise and remain fully responsible for the
services of all such third parties in
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accordance with and to the extent provided by this Agreement. All costs and
expenses associated with services provided by any such third parties shall be
borne by Manager or such parties.
4. EXPENSES BORNE BY TRUST. Except to the extent expressly assumed by
Manager herein or under a separate agreement between Trust and Manager and
except to the extent required by law to be paid by Manager, Manager shall not be
obligated to pay any costs or expenses incidental to the organization,
operations or business of the Trust. Without limitation, such costs and expenses
shall include but not be limited to:
(a) all charges of depositories, custodians and other agencies
for the safekeeping and servicing of its cash, securities,
and other property;
(b) all charges for equipment or services used for obtaining price quotations or
for communication between Manager or Trust and the custodian, transfer agent
or any other agent selected by Trust;
(c) all charges for administrative and accounting services
provided to Trust by Manager, or any other provider of such
services;
(d) all charges for services of Trust's independent auditors and
for services to Trust by legal counsel;
(e) all compensation of Trustees, other than those affiliated with Manager, all
expenses incurred in connection with their services to Trust, and all
expenses of meetings of the Trustees or committees thereof;
(f) all expenses incidental to holding meetings of holders of units of interest
in the Trust ("Unitholders"), including printing and of supplying each
record-date Unitholder with notice and proxy solicitation material, and all
other proxy solicitation expense;
(g) all expenses of printing of annual or more frequent revisions of Trust
prospectus(es) and of supplying each then-existing Unitholder with a copy of
a revised prospectus;
(h) all expenses related to preparing and transmitting
certificates representing Trust shares;
(i) all expenses of bond and insurance coverage required by law
or deemed advisable by the Board of Trustees;
(j) all brokers' commissions and other normal charges incident
to the purchase, sale, or lending of portfolio securities;
(k) all taxes and governmental fees payable to Federal, state or other
governmental agencies, domestic or foreign, including all stamp or other
transfer taxes;
(l) all expenses of registering and maintaining the registration of Trust under
the 1940 Act and, to the extent no exemption is available, expenses of
registering Trust's shares under the 1933 Act, of qualifying and maintaining
qualification of Trust and of Trust's shares for sale under securities laws
of various states or other jurisdictions and of registration and
qualification of Trust under all other laws applicable to Trust or its
business activities;
(m) all interest on indebtedness, if any, incurred by Trust or a
Fund; and
(n) all fees, dues and other expenses incurred by Trust in connection with
membership of Trust in any trade association or other investment company
organization.
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5. ALLOCATION OF EXPENSES BORNE BY TRUST. Any expenses borne by Trust that
are attributable solely to the organization, operation or business of a Fund
shall be paid solely out of Fund assets. Any expense borne by Trust which is not
solely attributable to a Fund, nor solely to any other series of shares of
Trust, shall be apportioned in such manner as Manager determines is fair and
appropriate, or as otherwise specified by the Board of Trustees.
6. EXPENSES BORNE BY MANAGER. Manager at its own expense shall furnish all
executive and other personnel, office space, and office facilities required to
render the investment management and administrative services set forth in this
Agreement. Manager shall pay all expenses of establishing, maintaining, and
servicing the accounts of Unitholders in each Fund listed in Exhibit A. However,
Manager shall not be required to pay or provide any credit for services provided
by Trust's custodian or other agents without additional cost to Trust.
In the event that Manager pays or assumes any expenses of Trust or a Fund
not required to be paid or assumed by Manager under this Agreement, Manager
shall not be obligated hereby to pay or assume the same or similar expense in
the future; provided that nothing contained herein shall be deemed to relieve
Manager of any obligation to Trust or a Fund under any separate agreement or
arrangement between the parties.
7. MANAGEMENT FEE. For the services rendered, facilities provided, and
charges assumed and paid by Manager hereunder, Trust shall pay to Manager out of
the assets of each Fund fees at the annual rate for such Fund as set forth in
Schedule B to this Agreement. For each Fund, the management fee shall accrue on
each calendar day, and shall be payable monthly on the first business day of the
next succeeding calendar month. The daily fee accrual shall be computed by
multiplying the fraction of one divided by the number of days in the calendar
year by the applicable annual rate of fee, and multiplying this product by the
net assets of the Fund, determined in the manner established by the Board of
Trustees, as of the close of business on the last preceding business day on
which the Fund's net asset value was determined.
8. RETENTION OF SUB-ADVISER. Subject to obtaining the initial and periodic
approvals required under Section 15 of the 1940 Act, Manager may retain one or
more sub-advisers at Manager's own cost and expense for the purpose of
furnishing one or more of the services described in Section 1 hereof with
respect to Trust or one or more Funds. Retention of a sub- adviser shall in no
way reduce the responsibilities or obligations of Manager under this Agreement,
and Manager shall be responsible to Trust and its Funds for all acts or
omissions of any sub-adviser in connection with the performance of Manager's
duties hereunder.
9. NON-EXCLUSIVITY. The services of Manager to Trust
hereunder are not to be deemed exclusive and Manager shall be
free to render similar services to others.
10. STANDARD OF CARE. Neither Manager, nor any of its
directors, officers, stockholders, agents or employees shall be
liable to Trust or its Unitholders for any error of judgment,
mistake of law, loss arising out of any investment, or any other
act or omission in the performance by Manager of its duties
under this Agreement,
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except for loss or liability resulting from willful misfeasance, bad faith or
gross negligence on Manager's part or from reckless disregard by Manager of its
obligations and duties under this Agreement.
11. AMENDMENT. This Agreement may not be amended as to Trust or any Fund
without the affirmative votes (a) of a majority of the Board of Trustees,
including a majority of those Trustees who are not "interested persons" of Trust
or of Manager, voting in person at a meeting called for the purpose of voting on
such approval, and (b) of a "majority of the outstanding shares" of Trust or,
with respect to an amendment affecting an individual Fund, a "majority of the
outstanding shares" of that Fund. The terms "interested persons" and "vote of a
majority of the outstanding shares" shall be construed in accordance with their
respective definitions in the 1940 Act and, with respect to the latter term, in
accordance with Rule 18f-2 under the 1940 Act.
12. EFFECTIVE DATE AND TERMINATION. This Agreement shall become effective
as to any Fund as of the effective date for that Fund specified in Schedule A
hereto. This Agreement may be terminated at any time, without payment of any
penalty, as to any Fund by the Board of Trustees of Trust, or by a vote of a
majority of the outstanding shares of that Fund, upon at least sixty (60) days'
written notice to Manager. This Agreement may be terminated by Manager at any
time upon at least sixty (60) days' written notice to Trust. This Agreement
shall terminate automatically in the event of its "assignment" (as defined in
the 1940 Act). Unless terminated as hereinbefore provided, this Agreement shall
continue in effect with respect to any Fund until the end of the initial term
applicable to that Fund specified in Schedule A and thereafter from year to year
only so long as such continuance is specifically approved with respect to that
Fund at least annually (a) by a majority of those Trustees who are not
interested persons of Trust or of Manager, voting in person at a meeting called
for the purpose of voting on such approval, and (b) by either the Board of
Trustees of Trust or by a "vote of a majority of the outstanding shares" of the
Fund.
13. OWNERSHIP OF RECORDS; INTERPARTY REPORTING. All records required to be
maintained and preserved by Trust pursuant to the provisions of rules or
regulations of the Securities and Exchange Commission under Section 31(a) of the
1940 Act or other applicable laws or regulations which are maintained and
preserved by Manager on behalf of Trust and any other records the parties
mutually agree shall be maintained by Manager on behalf of Trust are the
property of Trust and shall be surrendered by Manager promptly on request by
Trust; provided that Manager may at its own expense make and retain copies of
any such records.
Trust shall furnish or otherwise make available to Manager such copies of
the financial statements, proxy statements, reports, and other information
relating to the business and affairs of each Unitholder in a Fund as Manager
may, at any time or from time to time, reasonably require in order to discharge
its obligations under this Agreement.
Manager shall prepare and furnish to Trust as to each Fund statistical data
and other information in such form and at such intervals as Trust may reasonably
request.
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14. NON-LIABILITY OF TRUSTEES AND UNITHOLDERS. Any obligation of Trust
hereunder shall be binding only upon the assets of Trust (or the applicable Fund
thereof) and shall not be binding upon any Trustee, officer, employee, agent or
Unitholder of Trust. Neither the authorization of any action by the Trustees or
Unitholders of Trust nor the execution of this Agreement on behalf of Trust
shall impose any liability upon any Trustee or any Unitholder.
15. USE OF MANAGER'S NAME. Trust may use the name "SteinRoe Investment
Trust" and the Fund names listed in Schedule A or any other name derived from
the name "Stein Roe & Farnham" only for so long as this Agreement or any
extension, renewal, or amendment hereof remains in effect, including any similar
agreement with any organization which shall have succeeded to the business of
Manager as investment adviser. At such time as this Agreement or any extension,
renewal or amendment hereof, or such other similar agreement shall no longer be
in effect, Trust will cease to use any name derived from the name "Stein Roe &
Farnham" or otherwise connected with Manager, or with any organization which
shall have succeeded to Manager's business as investment adviser.
16. REFERENCES AND HEADINGS. In this Agreement and in any such amendment,
references to this Agreement and all expressions such as "herein," "hereof," and
"hereunder" shall be deemed to refer to this Agreement as amended or affected by
any such amendments. Headings are placed herein for convenience of reference
only and shall not be taken as a part hereof or control or affect the meaning,
construction or effect of this Agreement. This Agreement may be executed in any
number of counterparts, each of which shall be deemed an original.
Dated: August 15, 1995
STEINROE INVESTMENT TRUST
Attest: By: TIMOTHY K. ARMOUR
Timothy K. Armour
JILAINE HUMMEL BAUER President
Jilaine Hummel Bauer
Secretary
STEIN ROE & FARNHAM INCORPORATED
Attest: By: HANS P. ZIEGLER
Hans P. Ziegler
KEITH J. RUDOLF Chief Executive Officer
Keith J. Rudolf
Secretary
<PAGE>
<PAGE>
LIBERTY-STEIN ROE FUNDS INVESTMENT TRUST
MANAGEMENT AGREEMENT
SCHEDULE A
The Funds of the Trust currently subject to this Agreement are as follows:
Effective End of
Date Initial Term
Stein Roe Capital Opportunities Fund 9/1/95 6/30/97
Liberty Midcap Growth Fund 5/9/97 6/30/98
Stein Roe Focus Fund 4/30/98 6/30/99
Stein Roe Asia Pacific Fund 10/19/98 6/30/99
Stein Roe Small Company Growth Fund 2/2/99 6/30/00
Stein Roe European Thematic Equity Fund 1/2/01 6/30/02
Stein Roe Global Thematic Equity Fund 1/2/01 6/30/02
Dated: January 2, 2001
LIBERTY-STEIN ROE FUNDS INVESTMENT TRUST
Attest: By: /s/ STEPHEN E. GIBSON
Stephen E. Gibson
WILLIAM J. BALLOU President
William J. Ballou
Assistant Secretary
STEIN ROE & FARNHAM INCORPORATED
Attest: By: STEPHEN E. GIBSON
Stephen E. Gibson
JOSEPH R. PALOMBO President, Mutual Funds Division
Joseph R. Palombo
Executive VP
<PAGE>
LIBERTY-STEIN ROE FUNDS INVESTMENT TRUST
MANAGEMENT AGREEMENT
SCHEDULE B
Compensation pursuant to Section 7 of this Agreement shall be calculated in
accordance with the following schedules applicable to average daily net assets
of the Funds:
Schedule for Stein Roe Capital Opportunities Fund, Liberty Midcap Growth Fund,
and Stein Roe Focus Fund 0.750% on first $500 million 0.700% on next $500
million 0.650% on next $500 million 0.600% thereafter
Schedule for Stein Roe Asia Pacific Fund
----------------------------------------
0.95% of average daily net assets
Schedule for Stein Roe Small Company Growth Fund,
Stein Roe European Thematic Equity Fund and Stein Roe Global
Thematic Equity Fund
--------------------
0.85% of average daily net assets
Dated: January 2, 2001
LIBERTY-STEIN ROE FUNDS INVESTMENT TRUST
Attest: By: STEPHEN E. GIBSON
Stephen E. Gibson
WILLIAM J. BALLOU President
William J. Ballou
Assistant Secretary
STEIN ROE & FARNHAM INCORPORATED
Attest: By: STEPHEN E. GIBSON
Stephen E. Gibson
JOSEPH R. PALOMBO
Joseph R. Palombo President, Mutual Funds Division
Executive VP
