INVESTMENT ADVISORY AGREEMENT
NATIONS MASTER INVESTMENT TRUST
THIS AGREEMENT is made as of January 1, 2003, by and between NATIONS
MASTER INVESTMENT TRUST, a Delaware statutory trust ("Master Trust"), and BANC
OF AMERICA CAPITAL MANAGEMENT, LLC, a North Carolina limited liability company
(the "Adviser"), on behalf of those portfolios of Master Trust now or hereafter
identified on Schedule I hereto (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 under the
Investment Advisers Act of 1940, as amended (the "Advisers Act") as an
investment adviser;
WHEREAS, Master Trust and the Adviser desire to enter into an agreement
to provide for investment advisory services to Master Trust upon the terms and
conditions hereinafter set forth; and
WHEREAS, Master Trust and the Adviser contemplate that certain duties
of the Adviser under this Agreement will be delegated to one or more investment
sub-adviser(s) (the "Sub-Adviser(s)") pursuant to separate sub-advisory
agreement(s) (the "Sub-Advisory Agreement(s)");
NOW, THEREFORE, in consideration of the mutual covenants herein
contained, it is agreed between the parties hereto as follows:
1. APPOINTMENT. Master Trust hereby appoints the Adviser to act
as investment adviser to each Master Portfolio for the period and on the terms
set forth in this Agreement. The Adviser accepts such appointment and agrees to
furnish the services herein set forth for the compensation herein provided. In
the event that Master Trust establishes one or more portfolios other than the
Master Portfolios with respect to which it desires to retain the Adviser to act
as investment adviser hereunder, it shall notify the Adviser in writing. If the
Adviser is willing to render such services under this Agreement it shall notify
Master Trust in writing whereupon such portfolio shall become a Master Portfolio
hereunder and shall be subject to the provisions of this Agreement except to the
extent that said provisions (including those relating to the compensation
payable by the Master Portfolio to the Adviser) are modified with respect to
such Master Portfolio in writing by Master Trust and the Adviser at the time.
2. DELEGATION OF RESPONSIBILITIES. Subject to the approval of
Master Trust's Board of Trustees and, if required, the interestholders of the
Master Portfolios, the Adviser may, pursuant to the Sub-Advisory Agreement(s),
delegate to the Sub-Adviser(s) those of its duties hereunder identified in the
Sub-Advisory Agreement(s), provided that the Adviser shall continue to supervise
and monitor the performance of the duties delegated to the Sub-Adviser(s) and
any
-1-
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 services rendered under the Sub-Advisory Agreement(s).
3. 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 on January 14, 1999, and Declaration of Trust
and all amendments thereto (such Declaration of Trust, as presently in effect
and as it shall from time to time be amended, is herein called the "Declaration
of Trust");
(b) Master Trust's By-Laws and amendments thereto (such
By-Laws, as presently in effect and as it shall from time to time be amended, is
herein called the "By-Laws");
(c) votes of Master Trust's Board of Trustees authorizing
the appointment of the Adviser and approving this Agreement;
(d) Master Trust's Registration Statement, as amended, on
Form N-1A under the 1940 Act (File No. 811-09347); and
(e) the most recent prospectus of Master Trust relating
to each Master Portfolio (such prospectus together with the related statement of
additional information, as presently in effect and all amendments and
supplements thereto, are herein called the "Prospectus").
Master Trust will furnish the Adviser from time to time with copies of
all amendments of or supplements to the foregoing, if any.
4. MANAGEMENT. Subject to the supervision of Master Trust's Board
of Trustees, the 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 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. The 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 Master Trust's Board of Trustees. The
Adviser further agrees that it will:
(a) update each Master Portfolio's cash availability
throughout the day as required;
(b) maintain historical tax lots for each portfolio
security held by each Master Portfolio;
(c) transmit trades to Master Trust's custodian for
proper settlement;
-2-
(d) maintain all books and records with respect to each
Master Portfolio's securities and transactions;
(e) supply Master Trust and its Board of Trustees with
reports and statistical data as requested; and
(f) prepare a quarterly broker security transaction
summary and monthly security transaction listing for each Master Portfolio.
5. OTHER COVENANTS. The 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 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/dealer to execute a particular transaction, the 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(s) and/or other accounts over which the Adviser
or an affiliate of the Adviser exercises investment discretion. The Adviser is
authorized, subject to the prior approval of Master 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 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 Adviser to the particular Master Portfolio and to Master Trust. In
addition, the Adviser is authorized to take into account the sale of shares of
Master Trust in allocating purchase and sale orders for portfolio securities to
brokers or dealers (including brokers and dealers that are affiliated with the
Adviser or Master Trust's principal underwriter), provided that the Adviser
believes that the quality of the transaction and the commission are comparable
to what they would be with other qualified firms.
-3-
In no instance, however, will portfolio securities be purchased from or sold to
the Adviser or Master 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. 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; and
(f) will treat confidentially, and as proprietary
information of Master Trust, all records and other information relative to
Master Trust and prior, present or potential interestholders, 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 Master Trust, which approval shall not be unreasonably
withheld and may not be withheld and will be deemed granted where the 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 Master Trust).
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 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 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.
7. BOOKS AND RECORDS. In compliance with the requirements of Rule
31a-3 under the 1940 Act, the Adviser hereby agrees that all records which it
maintains for each Master Portfolio are the property of Master Trust and further
agrees to surrender promptly to Master Trust any of such records upon Master
Trust's 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.
8. EXPENSES. During the term of this Agreement, the 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, 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
-4-
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.
The obligation of the Adviser to reimburse Master Trust hereunder is limited in
any fiscal year to the amount of its fee hereunder for such fiscal year,
provided, however, that notwithstanding the foregoing, the Adviser shall
reimburse Master Trust for the full amount of its share of any such excess
expenses regardless of the fees paid to it during such fiscal year to the extent
that the securities regulations of any state having jurisdiction over Master
Trust so require. Such expense reimbursement, if any, will be estimated,
reconciled and paid on a monthly basis.
9. COMPENSATION. 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
for that Master Portfolio determined in accordance with Schedule I attached
hereto. The fee 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.
10. LIMITATION OF LIABILITY. 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 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 Adviser or any of its officers, directors,
employees or agents, in the performance of its duties or from reckless disregard
by it of its obligations and duties under this Agreement.
11. TERM AND APPROVAL. This Agreement shall become effective when
approved, and shall continue in effect until the second anniversary of its
effective date. Thereafter, if not terminated, this Agreement shall continue in
effect for successive annual periods ending on January 1, provided that the
continuation of the Agreement is specifically approved at least annually:
(a)(i) by Master Trust's Board of Trustees 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 0000 Xxx); and
(b) by the affirmative vote of a majority of
Master Trustees of Master 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 Master
Trust), by votes cast in person at a meeting specifically
called for such purpose.
12. TERMINATION. This Agreement may be terminated at any time with
respect to:
-5-
(a) a Master Portfolio, without the payment of
any penalty, by vote of Master 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; or
(b) by the 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.
13. 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 Adviser from reducing, limiting or waiving
its fee.
14. RELEASE. The names "Nations Master Investment Trust" and
"Trustees of Nations Master Investment Trust" refer respectively to Master Trust
created and Master Trustees, as trustees but not individually or personally,
acting from time to time under a Declaration of Trust and the Certificate of
Trust dated January 14, 1999, which is hereby referred to and a copy of which is
on file at the principal office of Master Trust. The obligations of "Nations
Master Investment Trust" entered into in the name or on behalf thereof by any of
Master Trustees, representatives or agents are made not individually, but in
such capacities, and are not binding upon any of Master Trustees,
interestholders, or representatives of Master Trust personally, but bind only
Master Trust Property (as defined in the Declaration of Trust) and all persons
dealing with any class of shares of Master Trust must look solely to Master
Trust Property belonging to such class for the enforcement of any claims against
Master Trust.
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 manner of
counterparts, each of which shall be deemed an original.
-6-
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: /s/ Xxxxxx X. Xxxxxx
--------------------------------------
Xxxxxx X. Xxxxxx
President
BANC OF AMERICA CAPITAL MANAGEMENT, LLC
By: /s/ Xxxxxx X. Xxxxxx
--------------------------------------
Xxxxxx X. Xxxxxx
Senior Vice President
-7-
SCHEDULE I
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 EFFECTIVE
MASTER PORTFOLIO COMPENSATION DATE
---------------- ------------ ----------
Nations Intermediate Bond Master Portfolio 0.40% 5/21/1999
Nations International Equity Master Portfolio 0.80% 8/19/1999
Nations Xxxxxxx Focused Equities Master Portfolio 0.75% 8/19/1999
Nations Xxxxxxx Growth Master Portfolio 0.75% 8/19/1999
Nations International Value Master Portfolio 0.90% 10/15/1999
Approved: November 21, 2002
-8-
