Exhibit 99.D7
FORM OF
SUB-ADVISORY AGREEMENT
NATIONS MASTER INVESTMENT TRUST
THIS AGREEMENT is made as of this 21st day of May, 1999, by and between
NATIONSBANC ADVISORS, INC., a North Carolina corporation (the "Adviser"),
XXXXXXX CAPITAL MANAGEMENT, LLC, a Delaware limited liability corporation (the
"Sub-Adviser"), and NATIONS MASTER INVESTMENT TRUST, a Delaware business trust
(the "Trust"), on behalf of those portfolios of the Trust now or hereafter
identified on Schedule I hereto (each a "Master Portfolio" and collectively, the
"Master Portfolios").
WHEREAS, the 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"); and
WHEREAS, the Adviser is registered with the Commission under the
Investment Advisers Act of 1940, as amended (the "Advisers Act") as an
investment adviser; and
WHEREAS, the Sub-Adviser also is registered with the Commission under the
Advisers Act as an investment adviser; and
WHEREAS, the Adviser and the Trust have entered into an Investment
Advisory Agreement (the "Investment Advisory Agreement"), pursuant to which the
Adviser shall act as investment adviser with respect to the Master Portfolios;
and
WHEREAS, pursuant to such Investment Advisory Agreement, the Adviser, with
the approval of the Trust, wishes to retain the Sub-Adviser for purposes of
rendering advisory services to the Adviser and the Trust in connection with the
Master Portfolios upon the terms and conditions hereinafter set forth;
NOW, THEREFORE, in consideration of the mutual covenants herein contained,
it is agreed between the parties hereto as follows:
1. APPOINTMENT OF SUB-ADVISER. The Adviser hereby appoints, and the Trust
hereby approves, the Sub-Adviser to render investment research and advisory
services to the Adviser and the Trust with respect to the Master Portfolios,
under the supervision of the Adviser and subject to the policies and control of
the Trust's Board of Trustees, and the Sub-Adviser hereby accepts such
appointment, all subject to the terms and conditions contained herein.
2. INVESTMENT SERVICES. Subject to the supervision of the Adviser and the
Trust's Board of Trustees, the Sub-Adviser will provide a continuous investment
program for each Master Portfolio, including investment research and management
with respect to all securities, investments, cash and cash equivalents in each
Master Portfolio. The Sub-Adviser will determine from time to time what
securities and other investments will be purchased, retained or sold by the
Master Portfolios and will place the daily orders for the purchase or sale of
securities.
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The Sub-Adviser will provide the services rendered by it under this
Agreement in accordance with each Master Portfolio's investment objective,
policies and restrictions as stated in the Prospectus and votes of the Trust's
Board of Trustees. The Sub-Adviser shall provide such additional services
related to the continuous investment program, including recordkeeping services,
as may reasonably be requested from time to time by the Trust or the Adviser.
3. CONTROL BY BOARD OF TRUSTEES. As is the case with respect to the
Adviser under the Investment Advisory Agreement, any investment activities
undertaken by the Sub-Adviser pursuant to this Agreement, as well as any other
activities undertaken by the Sub-Adviser with respect to the Trust, shall at all
times be subject to any directives of the Board of Trustees of the Trust.
4. OTHER COVENANTS. In carrying out its obligations under this Agreement,
the Sub-Adviser agrees that it:
(a) will comply with all applicable Rules and Regulations of the
Commission and will in addition conduct its activities under this Agreement in
accordance with other applicable law, including but not limited to the 1940 Act
and the Advisers Act;
(b) will use the same skill and care in providing such services as
it uses in providing services to fiduciary accounts for which it has investment
responsibilities;
(c) will not make loans to any person to purchase or carry Master
Portfolio shares;
(d) will place orders pursuant to its investment determinations
for the Master Portfolios either directly with the issuer or with any broker or
dealer. Subject to the other provisions of this paragraph, in executing
portfolio transactions and selecting brokers or dealers, the Sub-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 Sub-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/dealer to execute a particular transaction, the
Sub-Adviser may also consider the brokerage and research services (as those
terms are defined in Section 28(e) of the Securities Exchange Act of 1934, as
amended) provided to the Master Portfolio and/or other accounts over which the
Sub-Adviser or an affiliate of the Sub-Adviser exercises investment discretion.
The Sub-Adviser is authorized, subject to the prior approval of the Trust's
Board of Trustees, to pay to a broker or dealer who provides such brokerage and
research services a commission for executing a portfolio transaction for any
Master Portfolio which is in excess of the amount of commission another broker
or dealer would have charged for effecting that transaction if, but only if, the
Sub-Adviser determines in good faith that such commission was reasonable in
relation to the value of the brokerage and research services provided by such
broker or dealer-viewed in terms of that particular transaction or in terms of
the overall responsibilities of the Sub-Adviser to the particular Master
Portfolio and to the Trust. In addition, the Sub-Adviser is authorized to take
into account the sale of shares of the Trust in allocating purchase and sale
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orders for portfolio securities to brokers or dealers (including brokers and
dealers that are affiliated with the Sub-Adviser or the Trust's principal
underwriter), provided that the Sub-Adviser believes that the quality of the
transaction and the commission are comparable to what they would be with other
qualified firms. In no instance, however, will portfolio securities be purchased
from or sold to the Sub-Adviser or the Trust's principal underwriter for the
Master Portfolios or an affiliated person of either acting as principal or
broker, except as permitted by the Commission or applicable law;
(e) will maintain a policy and practice of conducting its
investment advisory services hereunder independently of the commercial banking
operations of its affiliates, if any. In making investment recommendations for a
Master Portfolio, its investment advisory personnel will not inquire or take
into consideration whether the issuer (or related supporting institution) 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;
(f) will use its best efforts to perform its duties and
obligations under this Agreement without: (a) any failure of its computer
systems, or those used by it in the performance of its duties hereunder,
properly to record, store, process, calculate or present calendar dates falling
on and after, and time spans including, September 9, 1999, January 1, 2000 or
February 29, 2000 (the "Subject Dates") as a result of the occurrence, or use of
data containing any such Subject Dates; (b) any failure of its computer systems,
or those used by it in the performance of its duties hereunder, to calculate any
information dependent on or relating to dates on or after the Subject Dates; or
(c) any loss of functionality or performance with respect to the maintenance of
records or processing of data containing dates falling on or after the Subject
Dates; and
(g) will treat confidentially and as proprietary information of
the Trust all records and other information relative to the Trust and prior,
present or potential shareholders, and will not use such records and information
for any purpose other than performance of its responsibilities and duties
hereunder (except after prior notification to and approval in writing by the
Trust, which approval shall not be unreasonably withheld and may not be withheld
and will be deemed granted where the Sub-Adviser may be exposed to civil or
criminal contempt proceedings for failure to comply, when requested to divulge
such information by duly constituted authorities, or when so requested by the
Trust).
5. SERVICES NOT EXCLUSIVE. The services furnished by the Sub-Adviser
hereunder are deemed not to be exclusive, and the Sub-Adviser shall be free to
furnish similar services to others so long as its services under this Agreement
are 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 Sub-Adviser to be
suitable for two or more accounts managed by the Sub-Adviser, the available
securities or investments may be allocated in a manner believed by the
Sub-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.
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6. BOOKS AND RECORDS. In compliance with the requirements of Rule 31a-3
under the 1940 Act, the Sub-Adviser hereby agrees that all records which it
maintains for each Master Portfolio are the property of the Trust and further
agrees to surrender promptly to the Adviser or the Trust any of such records
upon request. The Sub-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.
7. EXPENSES. During the term of this Agreement, the Sub-Adviser will pay
all expenses incurred by it in connection with its activities under this
Agreement other than the cost of securities, commodities and other investments
(including brokerage commissions and other transaction charges, if any)
purchased or sold for the Master Portfolios. In addition, the Sub-Adviser
acknowledges that the Adviser has agreed, pursuant to the Investment Advisory
Agreement, that, if the aggregate expenses borne by any Master Portfolio in any
fiscal year exceed the applicable expense limitations imposed by the securities
regulations of any state in which its shares are registered or qualified for
sale to the public, the Adviser together with the Master Portfolio's
administrator(s) shall reimburse such Master Portfolio for such excess in
proportion to the fees otherwise payable to them for such year.
8. COMPENSATION. For the services provided to each Master Portfolio and
the expenses assumed pursuant to this Agreement, the Adviser will pay the
Sub-Adviser and the Sub-Adviser will accept as full compensation therefor a fee
for that Master Portfolio determined in accordance with Schedule I attached
hereto. The Adviser and the Sub-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. It is understood that
the Adviser shall be responsible for the Sub-Adviser's fee for its services
hereunder, and the Sub-Adviser agrees that it shall have no claim against the
Trust or the Master Portfolio with respect to compensation under this Agreement.
9. LIABILITY OF SUB-ADVISER. The Sub-Adviser shall not be liable for any
error of judgment or mistake of law or for any loss suffered by the Adviser or
the Trust in connection with the performance of 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 gross negligence on the part of the Sub-Adviser in the performance of
its duties or from reckless disregard by it of its obligations and duties under
this Agreement.
10. TERM AND APPROVAL. This Agreement shall become effective with respect
to each Master Portfolio when approved in accordance with the requirements of
the 1940 Act, and shall thereafter continue in force and effect for two years,
and may be continued from year to year with respect to each Master Portfolio
thereafter, provided that the continuation of the Agreement is specifically
approved at least annually:
(a) (i) by the Trust's Board of Trustees or (ii) by the
vote of "a majority of the outstanding voting securities" of a
Master Portfolio (as defined in Section 2(a)(42) of the 0000 Xxx);
and
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(b) by the affirmative vote of a majority of the Trustees
of the Trust who are not parties to this Agreement or "interested
persons" (as defined in the 0000 Xxx) of a party to this Agreement
(other than as Trustees of the Trust), by votes cast in person at
a meeting specifically called for such purpose.
11. TERMINATION. This Agreement may be terminated at any time with respect
to:
(a) a Master Portfolio, without the payment of any penalty,
by vote of the Trust's Board of Trustees or by vote of a majority
of a Master Portfolio's outstanding voting securities, or by the
Adviser, upon written notice to the other parties to this
Agreement.
(b) by the Sub-Adviser on sixty (60) days' written notice
to the other parties to this Agreement.
Any party entitled to notice may waive the notice provided for
herein. This Agreement shall automatically terminate in the event of its
assignment, the term "assignment" for purposes of this paragraph having the
meaning defined in Section 2(a)(4) of the 1940 Act.
12. AMENDMENT OF THIS AGREEMENT. No provision of this Agreement may be
changed, waived, discharged or terminated orally, but only by an instrument in
writing signed by the party against which enforcement of the change, waiver,
discharge or termination is sought. No amendment of this Agreement affecting a
Master Portfolio shall be effective until approved by vote of a majority of the
outstanding voting securities of such Master Portfolio. However, this shall not
prevent the Sub-Adviser from reducing, limiting or waiving its fee.
13. RELEASE. The names "Nations Master Investment Trust" and "Trustees of
Nations Master Investment Trust" refer respectively to the Trust created and the
Trustees, as trustees but not individually or personally, acting from time to
time under a Declaration of Trust dated January 14, 1999, which is hereby
referred to and a copy of which is on file at the office of the Secretary of the
State of Delaware and the principal office of the Trust. The obligations of
"Nations Master Investment Trust" entered into in the name or on behalf thereof
by any of the Trustees, representatives or agents are made not individually, but
in such capacities, and are not binding upon any of the Trustees, shareholders,
or representatives of the Trust personally, but bind only the Trust property,
and all persons dealing with any class of shares of the Trust must look solely
to the property belonging to such class for the enforcement of any claims
against the Trust.
14. USE OF THE NAME "XXXXXXX". Sub-Adviser hereby consents to and grants a
non-exclusive license for the use by the Trust to the phrase "Xxxxxxx Capital,"
the identifying word "Xxxxxxx" in the name of the Master Portfolios and any logo
or symbol authorized by the Sub-Adviser. Such consent is conditioned upon the
Trust's employment of Sub-Adviser or its affiliates as sub-investment adviser to
the Master Portfolios. Sub-Adviser may from time to time use the phrase "Xxxxxxx
Capital" or the identifying word "Xxxxxxx" or logos or symbols used by
Sub-Adviser in other connections and for other purposes, including without
limitation in the names of other investment companies, corporations or
businesses that it may manage, advise,
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sponsor or own or in which it may have a financial interest. Sub-Adviser may
require the Trust to cease using the phrase "Xxxxxxx Capital" or the identifying
word "Xxxxxxx" in the name of the Master Portfolios or any logo or symbol
authorized by Sub-Adviser if the Trust ceases to employ Sub-Adviser or an
affiliate thereof as sub-investment adviser.
15. MISCELLANEOUS. The captions in this Agreement are included for
convenience of reference only and in no way define or delimit any of the
provisions hereof or otherwise affect their construction or effect. 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. This Agreement shall be binding upon, and shall inure to the
benefit of, the parties hereto and their respective successors and shall be
governed by Delaware law.
16. COUNTERPARTS. This Agreement may be executed in any number of
counterparts, each of which shall be deemed an original.
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.
NATIONS MASTER INVESTMENT TRUST
on behalf of the Master Portfolios
By:____________________________________________
A. Xxx Xxxxxx
President and Chairman of the
Board of Trustees
NATIONSBANC ADVISORS, INC.
By:____________________________________________
Xxxxxx X. Xxxxxx
Senior Vice President
XXXXXXX CAPITAL MANAGEMENT, LLC
By:____________________________________________
Xxxxxxx X. Xxxxx
President and General Counsel
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SCHEDULE I
The Adviser shall pay the Sub-Adviser as full compensation for services
provided and expenses assumed hereunder a sub-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
---------------- ------------
Nations Xxxxxxx Focused Equities Master Portfolio 0.45%
Nations Xxxxxxx Growth & Income Master Portfolio 0.45%
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