INVESTMENT ADVISORY AGREEMENT
NATIONS MASTER INVESTMENT TRUST
THIS AGREEMENT is made as of April 16, 2001, by and between NATIONS
MASTER INVESTMENT TRUST, a Delaware business trust ("Master Trust"), and BANC OF
AMERICA ADVISORS, LLC, a North Carolina limited liability company (the
"Adviser"), on behalf of those series of Master Trust now or hereafter
identified on Schedule I (each a "Portfolio" and collectively, the
"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 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 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 Portfolio, including but not limited to:
(a) Managing the investment and reinvestment of all assets,
now or hereafter acquired by each Portfolio, including
determining what securities and other investments are to
be purchased or sold for each Portfolio and executing
transactions accordingly;
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(b) Transmitting trades to each Portfolio's custodian for
settlement in accordance with each 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 Portfolio action and any
other rights pertaining to each Portfolio's portfolio
securities shall be exercised;
(e) Making recommendations to the Board with respect to
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 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 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
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 Portfolio shares;
(d) Place, or arrange for the placement of, all orders
pursuant to its investment determinations for the
Portfolios either directly with the issuer or with any
broker or dealer (including any affiliated broker or
dealer). In executing
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portfolio transactions and selecting brokers or dealers,
the 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 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 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 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 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.
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 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 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 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
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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 Portfolio or
the size of the position obtainable for or disposed of by a 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 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.
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 Portfolio under this Agreement are the property of Master Trust and
further agrees to surrender promptly to
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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 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 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 Portfolios.
10. Compensation. The Adviser shall perform its services pursuant to
this Agreement at no charge to the Portfolios.
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 of 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 Portfolio as of the date set forth on Schedule I when
each such Portfolio is added thereto. The Agreement shall continue in effect for
a Portfolio after the second anniversary of the effective date for successive
annual periods ending on each anniversary of such date, provided that the
continuation of the Agreement is specifically approved for the Portfolio at
least annually:
(a)(i) by the Board or (ii) by the vote of "a majority of the
outstanding voting securities" of the Portfolio (as
defined in Section 2(a)(42) of the 0000 Xxx); 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 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.
13. Termination. This Agreement may be terminated without payment of
any penalty at any time by:
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(a) Master Trust with respect to a Portfolio, by vote of the
Board or by vote of a majority of a Portfolio's
outstanding voting securities, upon sixty (60) days'
written notice to the Adviser; or
(b) the Adviser with respect to a 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 c/o Stephens Inc., 000 Xxxxxx Xxxxxx,
Xxxxxx Xxxx, Xxxxxxxx 00000, Attention: Secretary, and that of the Adviser shall
be Xxx Xxxx xx Xxxxxxx Xxxxx, 00xx Xxxxx, 000 Xxxxx Xxxxx Xxxxxx, Xxxxxxxxx,
Xxxxx Xxxxxxxx 00000, Attention: President.
16. Release. The names "Nations Master Investment Trust" and "Trustees
of Nations 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 dealing with any Portfolio of Master Trust must look
solely to the property belonging to such 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.
NATIONS MASTER INVESTMENT TRUST
on behalf of the Portfolios
By: /s/ A. Xxx Xxxxxx
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A. Xxx Xxxxxx
President and Chairman of the
Board of Trustees
BANC OF AMERICA ADVISORS, LLC
By: /s/ Xxxxxx X. Xxxxxx
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Xxxxxx X. Xxxxxx
President
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SCHEDULE I
Portfolio Effective Date
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1. High Yield Portfolio 04/16/01
2. International Bond Portfolio 04/16/01
Approved: February 22, 2001
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