Exhibit 99.D5
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"),
INVESCO Global Asset Management (N.A.), Inc., a Delaware 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.
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 throughout the day as
required;
(b) Maintain historical tax lots for each portfolio
security held by the Master 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
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;
2
(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 or any affiliated person of either the
Trust, the Adviser, Sub-Adviser, or the Trust's
principal underwriter, acting as principal in the
transaction, 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;
(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
3
(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
(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.
4
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.
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, which shall be promptly provided by the Trust to the Sub-Adviser and to
which the Sub-Adviser will be bound to adhere to upon receipt.
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 with respect to
the receipt of compensation for services or 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)
howsoever arising from or in connection with the performance by the Sub-Adviser
of its duties under this Agreement, provided, however, that the Sub-Adviser
shall not be required to indemnify or otherwise hold the Adviser harmless under
this Section 10 where the claim against, or the loss, liability or damage
experienced by the Master Portfolios or the Adviser, is caused by or is
otherwise directly related to the Master Portfolios' or the Adviser's own
willful misfeasance, bad faith or negligence, or to the reckless disregard by
the Adviser of its duties under this Agreement.
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
5
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.)
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. Counterparts.
This Agreement may be executed in any number of counterparts, each of
which shall be deemed an original.
6
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
INVESCO Global Asset Management
(N.A.), Inc.
By: /s/ Xxxx X. Xxxxxxx
---------------------------
Xxxx X. Xxxxxxx
Global Partner
7
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 0.65% of the first $60,000,000
Equity Master Portfolio 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
8
