SUB-ADVISORY AGREEMENT
NATIONS MASTER INVESTMENT TRUST
THIS AGREEMENT is made as of August 19, 1999 among NATIONSBANC
ADVISORS, INC., a North Carolina corporation (herein called the "Adviser"),
XXXXXX INVESTMENT MANAGEMENT, INC., a Massachusetts corporation (herein called
the "Sub-Adviser") and NATIONS MASTER INVESTMENT TRUST (the "Trust"), on behalf
of the portfolio(s) of the Trust as now or hereafter may be identified on
Schedule I hereto (each a "Master Portfolio" and collectively, the "Master
Portfolios").
RECITALS
WHEREAS, the Trust is registered with the Securities and Exchange
Commission (the "Commission") under the Investment Company Act of 1940, as
amended (the "1940 Act"), as an open-end series 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 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 (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 and other good and valuable consideration, the receipt whereof is
hereby acknowledged, the parties hereto agree as follows:
1. Appointment.
The Adviser hereby appoints the Sub-Adviser to act as investment
sub-adviser to the Master Portfolios for the period and on the terms set forth
in this Agreement. The Sub-Adviser accepts such appointment and agrees to
furnish the services herein set forth for the compensation herein provided.
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 all of the assets of the Master Portfolios, or for such portion of the
assets of the Master Portfolios as the Adviser may determine from time to time,
including investment research and management with respect to all securities and
investments, and except for such cash balances of the Master Portfolios as may,
from time to time, be managed by the Adviser. Subject to the terms of this
Agreement, the Sub-Adviser will determine from time to time what securities and
other investments will be purchased, retained or sold by the Master 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 Master Portfolios by the Adviser, the Master Portfolios' investment
objectives, policies and restrictions as stated in the Prospectus(es) and
Statement(s) of Additional Information for the Master Portfolios, the operating
policies and procedures of the Master Portfolios, and resolutions of the Master
Portfolios' Board of Trustees (in each such case, to the extent such items are
delivered in writing to the Sub-Adviser). The Sub-Adviser shall not be
responsible for the administrative affairs of the Trust including, but not
limited to, portfolio accounting and pricing of the Trust's shares.
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The Sub-Adviser further agrees that it will:
(a) Provide information to the Master Portfolios' accountant for
the purpose of updating the Master Portfolios' cash
availability once a day at a mutually agreed upon time;
(b) Maintain historical tax lots for each portfolio security held
by the Master Portfolios under procedures agreed between the
parties hereto;
(c) Transmit trades to the Trust's custodian for proper settlement
in accordance with agreed procedures;
(d) Maintain all books and records with respect to the Master
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 Master Portfolios.
3. Other Covenants.
The Sub-Adviser agrees that it will:
(a) Comply with all applicable laws, rules and regulations,
including all applicable Rules and Regulations of the
Commission;
(b) 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;
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(c) Place orders pursuant to its investment determinations for the
Master Portfolios either directly with the issuer or with any
broker or dealer. In executing portfolio transactions and
selecting brokers or dealers, the Sub-Adviser will use its
best efforts to seek on behalf of the Master Portfolios 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) provided
to the Master Portfolios 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 Adviser and 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 the Master Portfolios 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 Master Portfolios. 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 Adviser, 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, the Trust's principal underwriter, any affiliated
person of the Sub-Adviser, or to any affiliated person of
either the Trust, the Adviser or the Trust's principal
underwriter, acting as principal in the transaction identified
to the Sub-Adviser as such an affiliate, except to the extent
permitted by the Commission;
(d) Adhere to the policies and procedures of the Trust adopted on
behalf of the Master Portfolios and delivered to the
Sub-Adviser;
(e) 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
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(f) Treat confidentially and as proprietary information of the
Trust, all records and other information relative to the Trust
maintained by the Sub-Adviser, 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 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.
4. 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 the Master Portfolios or the size of the position
obtainable for or disposed of by the Master Portfolios.
5. 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 the Master
Portfolios are the property of the Trust and further agrees to surrender
promptly to the Trust any of such records upon the Trust's 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 it under this
Agreement.
6. 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, custodial charges and other transaction costs, if any)
purchased or sold for the Master Portfolios.
7. Expense Limitation.
If, for any fiscal year of a Master Portfolio, the amount of the
aggregate advisory fee which the Trust would otherwise be obligated to pay with
respect to the Master Portfolio is reduced pursuant to expense limitation
provisions of the Investment Advisory Agreement, the fee which the Sub-Adviser
would otherwise receive pursuant to this Agreement shall be reduced
proportionately.
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8. Compensation.
The Adviser shall pay the Sub-Adviser, as compensation for services
rendered hereunder, fees, payable monthly, at the annual rates indicated on
Schedule I hereto, as such Schedule may be supplemented and amended from time to
time. 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 Portfolios with respect to
compensation under this Agreement.
For purposes of this Section, the average daily net asset value of the
Master Portfolios shall be determined in the manner set forth in the Articles of
Incorporation and registration statement of the Trust, as amended from time to
time.
9. Limitation of Liability.
The Sub-Adviser shall not be liable for any error of judgment or
mistake of law or for any loss suffered by the Trust in connection with the
performance of this Agreement, except that the Sub-Adviser shall be liable to
the Trust for any loss resulting from a breach of fiduciary duty, if any, with
respect to the receipt of compensation for services or for any loss resulting
from willful misfeasance, bad faith or 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. Indemnification.
The Sub-Adviser shall indemnify and hold harmless the Master Portfolios
and the Adviser from and against any and all claims, losses, liabilities or
damages (including reasonable attorney's fees and other related expenses)
resulting from willful misfeasance, bad faith or negligence on the part of the
Sub-Adviser in connection with the performance of its duties under this
Agreement or resulting from any violations of securities laws, rules,
regulations, statutes and codes, whether federal or of any state, by the
Sub-Adviser.
11. Duration and Termination.
This Agreement will become effective as of the later of (a) the date
first written above, (b) the date on which it is approved by a majority of the
outstanding voting securities of the Master Portfolio(s), or (c) the date(s) on
which the Master Portfolio(s) commence(s) operations. Unless sooner terminated
as provided herein, this Agreement 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 such continuance is specifically approved at least annually (a) by the
vote of a majority of those members of the Trust's Board of Trustees who are not
interested persons of any party to this Agreement, cast in person at a meeting
called for the purpose of voting such approval, and (b) by the vote of a
majority of the Trust's Board of Trustees or by the vote of a majority of the
outstanding voting securities of the Master Portfolios. Notwithstanding the
foregoing, this Agreement may be terminated as to the Master Portfolios at any
time, without the payment of any penalty, by the Adviser or 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 Master Portfolios), on sixty days' written
notice to the Sub-Adviser, or by the Sub-Adviser, on ninety days' written notice
to the Trust, provided that in each such case, notice shall be given
simultaneously to the Adviser. In addition, notwithstanding anything herein to
the contrary, in the event of the termination of the Investment Advisory
Agreement with respect to the Master Portfolios for any reason (whether by the
Trust, by the Adviser or by operation of law) this Agreement shall terminate
upon the effective date of such termination of the Investment Advisory
Agreement. This Agreement will also 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
meaning as such terms have in the 1940 Act.)
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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. To the extent required by the 1940 Act, no amendment of this Agreement
shall be effective until approved by vote of a majority of the outstanding
voting securities of the Master Portfolio(s).
13. Miscellaneous.
The captions in this Agreement are included for convenience of
reference only, and in no way define or limit 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. Name of Sub-Adviser.
The Trust and the Adviser hereby agree not to use the name "Xxxxxx
Investment Management, Inc." or any derivative thereof or any description of the
Sub-Adviser or any affiliates, in the Trust's Registration Statement, or in any
sales literature, advertisement or other document distributed to the public
without the consent of the Sub-Adviser; provided, however, the consent of the
Sub-Adviser shall not be required for any use of its name which merely refers in
accurate and factual terms to its appointment and/or its services hereunder or
which is required by the Securities and Exchange Commission or over state
securities authority or any other appropriate regulatory, governmental or
judicial authorities.
15. 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 Agreement to be
executed by their respective officers of the day and year first written above.
NATIONS MASTER INVESTMENT TRUST,
on behalf of the Master Portfolios
By: /s/ A. Xxx Xxxxxx
-----------------------------
A. Xxx Xxxxxx
President and Chairman of the
Board of Trustees
NATIONSBANC ADVISORS, INC.
By: /s/ Xxxxxx X. Xxxxxx
-----------------------------
Xxxxxx X. Xxxxxx
President
Xxxxxx Investment Management, Inc.
By: /s/ Xxxxxx X. Xxxxxx
-----------------------------
Xxxxxx X. Xxxxxx
Managing Director
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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 under
the Sub-Adviser's management:
MASTER PORTFOLIO RATE OF COMPENSATION
Nations International Equity Master Portfolio 0.65% of the first
$60,000,000 of the Master
Portfolio's average daily
net assets; plus, 0.55% of
the next $130,000,000 of
the Master Portfolio's
average daily net assets;
plus 0.45% of the next
$200,000,000 of the Master
Portfolio's average daily
net assets; plus 0.40% of
the Master Portfolio's
average daily net assets
in excess of $390,000,000.
Approved: March 31, 1999
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