Exhibit 99.D2
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"),
CHICAGO EQUITY PARTNERS CORPORATION, a Delaware 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 "Portfolio" and collectively, the "Portfolios").
WHEREAS, the Trust is registered with the Securities and Exchange
Commission ("Commission") under the Investment Company Act of 1940, as amended
("1940 Act") as an open-end, management investment company; and
WHEREAS, the Adviser is registered with the Commission under the
Investment Advisers Act of 1940, as amended (the "Advisers Act") and engages in
the business of acting as an investment adviser; and
WHEREAS, the Sub-Adviser is also registered with the Commission under
the Advisers Act as an investment adviser and engages in the business of acting
as an investment adviser; and
WHEREAS, the Adviser and the Trust have entered into an Investment
Advisory Agreement, dated May 21, 1999 (the "Investment Advisory Agreement"),
pursuant to which the Adviser acts as investment adviser with respect to the
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
Portfolios upon the terms and conditions hereinafter set forth;
NOW, THEREFORE, in consideration of the mutual covenants herein
contained, and other good and valuable consideration, the receipt of which is
hereby acknowledged, it is agreed between the parties hereto as follows:
1. APPOINTMENT OF SUB-ADVISER. The Adviser hereby appoints the Sub-Adviser to
act as investment sub-adviser or co-investment sub-adviser with respect to the
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. SERVICES OF SUB-ADVISER. Subject to the oversight and supervision of the
Adviser and the Trust's Board of Trustees, the Sub-Adviser will provide a
continuous investment program for the Portfolios, including investment research
and management with respect to all
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equity securities and investments. Pursuant to the foregoing, the Sub-Adviser
will determine from time to time what securities and other investments will be
purchased, retained or sold by the Portfolios. The Sub-Adviser will provide the
services rendered by it under this Agreement in accordance with the investment
criteria and policies established from time to time for the Portfolios by the
Adviser, the Portfolios' investment objectives, policies and restrictions as
stated in the Portfolios' Prospectuses and Statement of Additional Information,
the operating policies and procedures of the Portfolios, and resolutions of the
Trust's Board of Trustees.
The Sub-Adviser further agrees that it will:
(a) Provide information to the Portfolios' accountant for the purpose of
updating the Portfolios' cash availability throughout the day as
required;
(b) Maintain historical tax lots for each portfolio security held by the
Portfolios;
(c) Transmit trades to the Trust's custodian for proper settlement in
accordance with the Trust's procedures;
(d) Maintain all books and records with respect to the Portfolios that are
required to be maintained under Rule 31a-l(f) under the 1940 Act;
(e) Supply the Adviser, the Trust and the Trust's Board of Trustees with
reports, statistical data and economic information as requested; and
(f) Prepare a quarterly broker security transaction summary and, if
requested in advance, monthly security transaction listing for the
Portfolios.
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 Portfolio
shares;
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(d) will place orders pursuant to its investment determinations for the
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
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 any
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 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 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 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 its clients, including
the particular 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 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 Adviser,
Sub-Adviser or the Trust's principal underwriter for the Portfolios or
an affiliated person of either acting as principal or broker, except
as permitted by the Commission or applicable law;
(e) will adhere to the policies and procedures of the Trust adopted on
behalf of the Portfolios;
(f) 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 Portfolio, its investment advisory personnel will not inquire or
take into consideration whether the issuer (or related supporting
institution) of securities proposed
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for purchase or sale for the 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
Portfolio; 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 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 Portfolio or
the size of the position obtainable for or disposed of by a Portfolio.
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 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 Portfolios.
8. COMPENSATION. For the services provided to each 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 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 Portfolios for
such period or periods they deem advisable. It is understood that the Adviser
shall be responsible
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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 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
Company 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. DURATION AND TERMINATION. This Agreement shall become effective with respect
to a Portfolio when approved by the Trustees of the Trust, and if so approved,
this Agreement shall thereafter continue from year to year, 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 Portfolio (as defined in Section
2(a)(42) of the 1940 Act), and
(b) by the affirmative vote of a majority of the Trust's
Trustees 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.
Notwithstanding the foregoing, this Agreement may be terminated as to any
Portfolio at any time, without the payment of any penalty, by the Trust (by vote
of the Trust's Board of Trustees or by vote of a majority of the outstanding
voting securities of the particular Portfolio), or by the Sub-Adviser or Adviser
on sixty (60) days' written notice to the other parties to this Agreement. The
notice provided for herein may be waived by the party entitled to receipt
thereof. This Agreement will immediately terminate in the event of its
assignment. As used in this Agreement, the terms "majority of the outstanding
voting securities," "interested persons" and "assignment" shall have the same
meanings as such terms have in the 1940 Act.
11. 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 Portfolio
shall be effective until approved by vote of a majority of the outstanding
voting securities of such Portfolio. However, this shall not prevent the
Sub-Adviser from reducing, limiting or waiving its fee.
12. 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 ________, 1999, which is hereby referred
to and a copy of which is on file at the office of the Secretary of 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,
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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.
13. 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.
14. 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 Portfolios
By:________________________________
A. Xxx Xxxxxx
President and Chairman of
the Board of Trustees
NATIONSBANC ADVISORS, INC.
By:________________________________
Xxxxxx X. Xxxxxx
President and Director
CHICAGO EQUITY PARTNERS
CORPORATION
By:________________________________
Xxxxx X. Xxxxxx
president
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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 Portfolio,
computed daily and payable monthly at the annual rates listed below as a
percentage of the average daily net assets of the Portfolio:
Portfolio Rate of Compensation
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Nations Blue Chip Master Portfolio 0.25%
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