Exhibit 99.23(H)(1)
CO-ADMINISTRATION AGREEMENT
This CO-ADMINISTRATION AGREEMENT (the "Agreement") is made as of May
21, 1999 by and among XXXXXXXX INC. ("Xxxxxxxx"), NATIONSBANC ADVISORS, INC.
("NBAI") and NATIONS MASTER INVESTMENT TRUST (the "Master Trust").
WHEREAS, the Master Trust is registered as an open-end management
investment company under the Investment Company Act of 1940, as amended (the
"1940 Act"); and
WHEREAS, the Master Trust desires to retain Xxxxxxxx and NBAI to render
certain administrative and other services for the investment portfolios of the
Master Trust listed on Schedule I (individually, a "Master Portfolio" and
collectively, the "Master Portfolios"), and Xxxxxxxx and NBAI are willing to
render such services.
NOW, THEREFORE, in consideration of the promises and mutual covenants
herein contained, it is agreed among the parties hereto as follows:
1. Appointment.
(a) The Master Trust hereby appoints Xxxxxxxx to act as
Co-Administrator of the Master Portfolios and Xxxxxxxx hereby accepts such
appointment and agrees to render such services and duties set forth in Paragraph
3, for the compensation and on the terms herein provided. Absent written
notification to the contrary by the Master Trust, NBAI or Xxxxxxxx, each new
investment portfolio established in the future by the Master Trust shall
automatically become a "Master Portfolio" for all purposes hereunder as if
listed on Schedule I.
(b) The Master Trust also hereby appoints NBAI to act as
Co-Administrator of the Master Portfolios, and NBAI hereby accepts such
appointment and agrees to render such services and duties set forth in Paragraph
4, for the compensation and on the terms herein provided. Absent written
notification to the contrary by either the Master Trust or NBAI, each new
investment portfolio established in the future by the Master Trust shall
automatically become a "Master Portfolio" for all purposes hereunder as if
listed on Schedule I.
2. Delivery of Documents. The Master Trust has furnished Xxxxxxxx and
NBAI with copies properly certified or authenticated of each of the following:
(a) The Master Trust's most recent Post-Effective Amendment to its
Registration Statement on Form N-1A (the "Registration Statement") under the
1940 Act (File No. 811-09347), as filed with the Securities and Exchange
Commission (the "SEC") relating to interests in the Master Portfolios (the
"Interests");
(b) The Master Portfolios' most recent Prospectus(es); and
(c) The Master Portfolios' most recent Statement(s) of Additional
Information.
The Master Trust will furnish Xxxxxxxx and NBAI from time to time with
copies, properly certified or authenticated, of all amendments of or supplements
to the foregoing. Furthermore, the Master Trust will provide Xxxxxxxx and NBAI
with any other documents that Xxxxxxxx and NBAI may reasonably request and will
notify Xxxxxxxx and NBAI as soon as possible of any matter materially affecting
either Xxxxxxxx' or NBAI's performance of its services under this Agreement.
3. Duties as Co-Administrator. Subject to the supervision and direction
of the Board of Trustees of the Master Trust, Xxxxxxxx, as Co-Administrator,
will assist in supervising various aspects of the Master Trust's administrative
operations and undertakes to perform the following specific services from and
after the effective date of this Agreement:
(a) Maintaining office facilities for the Master Trust (which may
be in the offices of Xxxxxxxx or a corporate affiliate);
(b) Furnishing clerical services, internal executive and
administrative services and stationery and office supplies in connection with
the foregoing;
(c) Assist in furnishing statistical and research data and data
processing services in connection with the foregoing;
(d) Furnishing corporate secretarial services, including assisting
in the coordination of the preparation and distribution of materials for Board
of Trustees meetings;
(e) Providing the services of certain persons who may be appointed
as officers of the Master Trust by the Master Trust's Board of Trustees;
(f) Assist in coordinating the provision of legal advice and
counsel to the Master Trust with respect to regulatory matters, including
monitoring regulatory and legislative developments which may affect the Master
Trust and assisting in the strategic response to such developments, counseling
and assisting the Master Trust in routine regulatory examinations or
investigations of the Master Trust, and working closely with outside counsel to
the Master Trust in connection with any litigation in which the Master Trust is
involved;
(g) Assist in coordinating the preparation of reports to the
Master Trust's interestholders of record and the SEC including, but not
necessarily limited to, Annual Reports and Semi-Annual Reports and on Form
N-SAR, if applicable;
(h) Coordinating with the Master Trust regarding the jurisdictions
in which the Interests shall be registered or qualified for sale, if any, and,
in connection therewith, being responsible for the registration or qualification
and the maintenance of such registration or qualification of Interests for sale
under the securities laws of any state. Payment of Interest registration fees
and any fees for qualifying or continuing the qualification of the Master Trust
or any Master Portfolio as a dealer or broker shall be made or reimbursed by the
Master Trust or that Master Portfolio, respectively;
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(i) Assisting in the preparation and filing on a timely basis of
various reports, registration statements and post-effective amendments thereto,
and other documents required by federal, state and other applicable laws and
regulations, other than those filed or required to be filed by NBAI or the
Master Portfolios' Sub-Advisers or Custodian;
(j) Performing certain compliance procedures for the Master Trust
which will include, among other matters, monitoring compliance with personal
trading guidelines by the Master Trust's Board of Trustees; and
(k) Generally assisting in all aspects of the Master Trust's
operations.
In performing all services under this Agreement, Xxxxxxxx shall (i) act
in conformity with: the Master Trust's Declaration of Trust, the 1940 Act and
the rules thereunder, and other applicable laws and regulations, as the same may
be amended from time to time, and the Master Trust's Registration Statement, as
such Registration Statement may be amended from time to time; (ii) consult and
coordinate with the Master Trust, as necessary and appropriate; and (iii) advise
and report to the Master Trust, as necessary or appropriate, with respect to any
compliance matters that come to its attention.
Xxxxxxxx represents and warrants to the Master Trust that it will use
reasonable 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, to properly record, store, process,
calculate or present calendar dates falling on and after, and time spans
including, January 1, 2000 as a result of the occurrence of, or use of data
containing, such date; (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 January 1, 2000; 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 January 1, 2000 ((a),
(b), and (c) above shall be referred to as "Y2K Failures"). Notwithstanding the
above, Xxxxxxxx shall not be liable for any Y2K Failures caused by Y2K Failures
in a third party system with which Xxxxxxxx interfaces or from which Xxxxxxxx
receives data in connection with the performance of its duties hereunder.
In performing its services under this Agreement, Xxxxxxxx shall
cooperate and coordinate with NBAI as necessary and appropriate and shall
provide such information as is reasonably necessary or appropriate for NBAI to
perform its responsibilities to the Master Trust.
4. Duties as Co-Administrator. Subject to the supervision and direction
of the Board of Trustees of the Master Trust, NBAI, as Co-Administrator, will
assist in supervising various aspects of the Master Trust's administrative
operations and undertakes to perform the following specific services, from and
after the effective date of this Agreement:
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(a) providing accounting and bookkeeping services (including the
maintenance for the periods prescribed by Rule 31a-2 under the 1940 Act of such
accounts, books and records of the Master Trust as may be required by Section
31(a) of the 1940 Act and the rules thereunder). NBAI further agrees that all
such records which it maintains for the Master Trust are the property of the
Master Trust and further agrees to surrender promptly to the Master Trust any of
such records upon the Master Trust's request;
(b) valuing each Master Portfolio's assets and calculating the net
asset value and the net income of the Interests of each Master Portfolio in
accordance with the Master Trust's current Prospectus(es), applicable pricing
procedures and resolutions of the Master Trust's Board of Trustees, provided,
that in performing such services, NBAI shall obtain security market quotes from
independent pricing services, or if such quotes are unavailable, obtain such
prices from the Master Portfolios' Sub-Advisers;
(c) maintaining a listing of all holders of Interests of each
Master Portfolio, including the number and amount of the Interests held by each
holder, based upon daily or periodic allocations of Master Portfolio assets, and
provide such other services in the nature of transfer agency services as the
parties may agree from time to time;
(d) accumulating information for reports to the Master Trust's
interestholders of record and the SEC including, but not necessarily limited to,
Annual Reports and Semi-Annual Reports and on Form N-SAR, if applicable;
(e) preparing and filing on a timely basis the Master Trust's tax
returns and other tax filings;
(f) monitoring the development and implementation of certain
compliance procedures for the Master Trust including, but not limited to,
monitoring (i) each Master Portfolio's status as a regulated investment company
under Sub-Chapter M of the Internal Revenue Code of 1986, as amended, including
performing, on a monthly basis and based upon information provided by the Master
Portfolio's Sub-Advisers, the 90% gross income and asset diversification tests
derived from such Sub-Chapter; and (ii) compliance by each Master Portfolio with
its investment objective, policies and restrictions, and applicable laws and
regulations;
(g) preparing and furnishing to the Master Trust monthly broker
security transaction summaries and monthly security transaction listings and (at
the Master Trust's request) performance information (including yield and total
return information) calculated in accordance with applicable U.S. securities
laws and reporting to external databases such information as may reasonably be
requested;
(h) assisting the Master Trust and its agents in their
accumulation and preparation of materials for the Board of Trustees' meetings
and for regulatory examinations and inspections of the Master Trust, to the
extent such materials relate to the services being performed for the Master
Trust by NBAI; and
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(i) coordinate the provisions of services to the Master Trust by
other service providers to the Master Trust, including the custodian.
In performing all services under this Agreement, NBAI shall (i) act in
conformity with the Master Trust's Declaration of Trust; the 1940 Act and the
rules thereunder, and other applicable laws and regulations, as the same may be
amended from time to time; and the Master Trust's Registration Statement, as
such Registration Statement may be amended from time to time, (ii) consult and
coordinate with the Master Trust, as necessary and appropriate, and (iii) advise
and report to the Master Trust, as necessary or appropriate, with respect to any
compliance matters that come to its attention.
NBAI represents and warrants to the Master Trust that it will use
reasonable efforts to perform its duties and obligations under this Agreement
without: (a) any failure of its computer systems to properly record, store,
process, calculate or present calendar dates falling on and after, and time
spans including, January 1, 2000 as a result of the occurrence of, or use of
data containing, such date; (b) any failure of its computer systems to calculate
any information dependent on or relating to dates on or after January 1, 2000;
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 January 1,
2000 ((a), (b), and (c) above shall be referred to as "Y2K Failures").
Notwithstanding the above, NBAI shall not be liable for any Y2K Failures caused
by Y2K Failures in a third party system with which NBAI interfaces or from which
NBAI receives data in connection with the performance of its duties hereunder
including, without limitation, the system of any sub-administrator engaged
pursuant to Paragraph 4.
In connection with its duties under this Paragraph 4, it is understood
and agreed that NBAI may, at its own expense, enter into sub-administration
agreements with other service providers and the Master Portfolio(s), provided
that each such service provider agrees with NBAI and the Master Portfolio(s) to
comply with all relevant provisions of the 1940 Act and applicable rules and
regulations thereunder. In addition, upon notice to the Board of Trustees of the
Master Trust, the parties agree that NBAI may from time to time assume some or
all of Xxxxxxxx' duties set forth in Paragraph 3 above.
In performing its responsibilities under this Agreement, NBAI shall
cooperate and coordinate with Xxxxxxxx as necessary and appropriate and shall
provide such information within its possession or control as is reasonably
necessary or appropriate to Xxxxxxxx to enable it to perform its
responsibilities to the Master Trust.
5. Compensation.
(a) Xxxxxxxx shall bear all expenses in connection with the
performance of its services under this Agreement, except those enumerated in
Paragraph 5(a)(2) below.
(1) Xxxxxxxx will from time to time employ or associate with
such person or persons as Xxxxxxxx may believe to be particularly suited to
assist it in performing services under this Agreement. Such person or persons
may be officers and employees of both Xxxxxxxx and the Master Trust. The
compensation of such person or persons shall be paid by Xxxxxxxx and no
obligation shall be incurred on behalf of the Master Trust or NBAI in such
respect.
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(2) Xxxxxxxx shall not be required to pay any of the following
expenses incurred by the Master Trust: investment advisory expenses; costs of
printing and mailing stock certificates, prospectuses, reports and notices;
interest on borrowed money; brokerage fees and commissions; taxes and fees
payable to federal, state and other governmental agencies; fees of Trustees of
the Master Trust who are not affiliated with Xxxxxxxx; outside auditing
expenses; outside legal expenses; fees of any other service provider to the
Master Trust; or other expenses not specified in this Section 5(a) which may be
properly payable by the Master Trust and which are approved by the Master
Trust's President or Treasurer.
(3) The Master Trust will compensate Xxxxxxxx for its services
rendered pursuant to this Agreement in accordance with Schedule A. In addition,
the Master Trust shall reimburse Xxxxxxxx for certain reasonable out-of-pocket
distributions made in connection with fulfilling its obligations under the
Agreement. The items eligible for reimbursement are set forth on Schedule A.
(b) NBAI shall bear all expenses in connection with the
performance of its services under this Agreement, except those enumerated in
5(b)(2) below.
(1) NBAI will from time to time employ or associate with such
person or persons as NBAI may believe to be particularly suited to assist it in
performing services under this Agreement. Such person or persons may be officers
and employees of both NBAI and the Master Trust. The compensation of such person
or persons shall be paid by NBAI and no obligation shall be incurred on behalf
of the Master Trust or Xxxxxxxx in such respect.
(2) NBAI shall not be required to pay any of the following
expenses incurred by the Master Trust: investment advisory expenses; costs of
printing and mailing stock certificates, prospectuses, reports and notices;
interest on borrowed money; brokerage fees and commissions; taxes and fees
payable to federal, state and other governmental agencies; fees of Trustees of
the Master Trust who are not affiliated with NBAI; outside auditing expenses;
outside legal expenses; fees of independent pricing services utilized by NBAI to
value each Master Portfolio's assets; fees of any other service provider to the
Master Trust (other than a sub-administrator engaged pursuant to Paragraph 4);
or other expenses not specified in this Section 5(b) which may be properly
payable by the Master Trust and which are approved by the Master Trust's
President or Treasurer.
(3) The Master Trust will compensate NBAI for its services
rendered pursuant to this Agreement in accordance with Schedule A. In addition,
the Master Trust shall reimburse NBAI for certain reasonable out-of pocket
distributions made in connection with fulfilling its obligations under the
Agreement. The items eligible for reimbursement are set forth on Schedule A.
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6. Limitation of Liability; Indemnification.
(a) Xxxxxxxx shall not be liable for any error of judgment or
mistake of law or for any loss suffered by the Master Trust in connection with
the performance of its obligations and duties under this Agreement, except a
loss resulting from Xxxxxxxx' willful misfeasance, bad faith or gross negligence
in the performance of such obligations and duties, or by reason of its reckless
disregard thereof.
(b) NBAI shall not be liable for any error of judgment or mistake
of law or for any loss suffered by the Master Trust in connection with the
performance of its obligations and duties under this Agreement, except a loss
resulting from NBAI's willful misfeasance, bad faith or gross negligence in the
performance of such obligations and duties, or by reason of its reckless
disregard thereof.
(c) The Master Trust, on behalf of each Master Portfolio, will
indemnify Xxxxxxxx and/or NBAI against and hold each harmless from any and all
losses, claims, damages, liabilities or expenses (including reasonable counsel
fees and expenses) resulting from any claim, demand, action or suit relating to
the particular Master Portfolio and not resulting from the willful misfeasance,
bad faith or gross negligence of Xxxxxxxx and/or NBAI in the performance of such
obligations and duties or by reason of their reckless disregard thereof.
Xxxxxxxx and/or NBAI will not confess any claim or settle or make any compromise
in any instance in which the Master Trust will be asked to provide
indemnification, except with the Master Trust's prior written consent. Any
amounts payable by the Master Trust under this Section 6(c) shall be satisfied
only against the assets of the Master Portfolio involved in the claim, demand,
action or suit and not against the assets of any other investment portfolio of
the Master Trust.
7. Effective Date; Termination of Agreement.
(a) This Agreement shall become effective as of the date first set
forth above and shall remain in full force and effect with respect to such
Master Portfolio(s) unless terminated pursuant to the provisions of Section
7(c).
(b) This Agreement may be terminated at any time without payment
of any penalty, upon 60 days' written notice, by vote of the Board of Trustees
of the Master Trust, by Xxxxxxxx or by NBAI. Xxxxxxxx and NBAI will each
cooperate with and assist the Master Trust, its agents and any successor
administrator or administrators in the substitution/conversion process.
(c) Sections 6 and 9 shall survive this Agreement's termination.
8. Amendments. No provision of this Agreement may be changed,
discharged or terminated orally, but only by an instrument in writing signed by
the party against which enforcement of the change, discharge or termination is
sought.
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9. Confidentiality. All books, records, information and data pertaining
to the business of the Master Trust, its prior, present or potential
interestholders and NBAI's customers that are exchanged or received pursuant to
the performance of Xxxxxxxx' and/or NBAI's duties under this Agreement shall
remain confidential and shall not be disclosed to any other person, except as
specifically authorized by the Master Trust or as may be required by law, and
shall not be used for any purpose other than performance of NBAI's and Xxxxxxxx'
responsibilities and duties hereunder.
10. Service to Other Companies or Accounts. The Master Trust
acknowledges that both Xxxxxxxx and NBAI now act, will continue to act and may
act in the future as investment adviser to fiduciary and other managed accounts,
and as investment adviser, investment sub-adviser and/or administrator to other
investment companies or series of investment companies, and the Master Trust has
no objection to either Xxxxxxxx or NBAI so acting. The Master Trust further
acknowledges that the persons employed by both Xxxxxxxx and NBAI to assist in
the performance of their duties under this Agreement may not devote their full
time to such service and nothing contained in this Agreement shall be deemed to
limit or restrict the right of Xxxxxxxx or NBAI or any affiliate of either to
engage in and devote time and attention to other businesses or to render
services of whatever kind or nature.
11. Miscellaneous.
(a) Any notice or other instrument authorized or required by this
Agreement to be given in writing to the Master Trust, Xxxxxxxx or NBAI shall be
sufficiently given if addressed to that party and received by it at its office
set forth below or at such other place as it may from time to time designate in
writing.
To the Master Trust:
Nations Master Investment Trust
000 Xxxxxx Xxxxxx, Xxxxx 0000
Xxxxxx Xxxx, Xxxxxxxx 00000
Attention: Secretary
To Stephens:
Xxxxxxxx Inc.
000 Xxxxxx Xxxxxx, Xxxxx 0000
Xxxxxx Xxxx, Xxxxxxxx 00000
Attention: Xxxxxxx X. Xxxxx, Xx.
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To NBAI:
NationsBanc Advisors, Inc.
Xxx Xxxx xx Xxxxxxx Xxxxx
00xx Xxxxx
Xxxxxxxxx, XX 00000
Attention: Xxxxxx X. Xxxxxx
(b) This Agreement shall extend to and shall be binding upon the
parties hereto and their respective successors and assigns; provided, however,
that this Agreement shall not be assignable without the written consent of the
other parties.
(c) This Agreement shall be construed in accordance with the laws
of the State of Delaware.
(d) This Agreement may be executed in any number of counterparts
each of which shall be deemed to be an original and which collectively shall be
deemed to constitute only one instrument.
(e) The captions of 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.
(f) This Agreement constitutes the entire agreement between the
parties hereto with respect to the matters described herein.
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IN WITNESS WHEREOF, the parties hereto have caused this instrument to
be duly executed and delivered by their duly authorized officers as of the date
first written above.
XXXXXXXX INC.
By: /s/ Xxxxxxx X. Xxxxx, Xx.
---------------------------
Xxxxxxx X. Xxxxx, Xx.
Senior Vice President
NATIONSBANC ADVISORS, INC.
By: /s/ Xxxxxx X. Xxxxxx
---------------------------
Xxxxxx X. Xxxxxx
Senior Vice President and
Chief Operating Officer
NATIONS MASTER INVESTMENT TRUST
By: /s/ Xxxxx X. Xxxxx, Xx.
---------------------------
Xxxxx X. Xxxxx, Xx.
Assistant Secretary
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SCHEDULE I
1. Nations Intermediate Bond Master Portfolio
2. Nations Blue Chip Master Portfolio
3. Nations International Equity Master Portfolio
4. Nations Xxxxxxx Focused Equities Master Portfolio
5. Nations Xxxxxxx Growth & Income Master Portfolio
6. Nations International Value Master Portfolio
7. Nations High Yield Bond Master Portfolio
8. Nations Xxxxxxx 21st Century Master Portfolio
9. Nations Xxxxxxx International Opportunities Master Portfolio
Adopted: December 2, 1998
Last Amended: August 1, 2000
IN WITNESS WHEREOF, the parties hereto have caused this amended Schedule I
to be executed by their officers designated below as of the 1st day of August,
2000.
XXXXXXXX INC.
By: /s/ Xxxxxxx X. Xxxxx, Xx.
----------------------------------
Xxxxxxx X. Xxxxx, Xx.
Senior Vice President
BANC OF AMERICA ADVISORS, INC.
(Formerly, NationsBanc Advisors, Inc.)
By: /s/ Xxxxxx X. Xxxxxx
----------------------------------
Xxxxxx X. Xxxxxx
Senior Vice President and Chief
Operating Officer
NATIONS MASTER INVESTMENT TRUST
on behalf of the Master Portfolios
By: /s/ Xxxxxxx Xxxx
----------------------------------
Xxxxxxx Xxxx
Assistant Secretary
I-1
SCHEDULE A
For services rendered pursuant to this Agreement, the Master Trust will
pay Xxxxxxxx and NBAI, in the aggregate, an administration fee, computed daily
and payable monthly, based on the annual rate of each Master Portfolio's daily
net assets as follows:
1. Money Market Master Portfolios: 0.05%
2. Fixed Income Master Portfolios: 0.05%
3. International Master Portfolios:
(except Nations Xxxxxxx International
Opportunities Master Portfolio): 0.05%
4. Domestic Equity Master Portfolios
(except Nations Xxxxxxx Focused Equities
Master Portfolio, Nations Xxxxxxx
Growth & Income Master Portfolio
and Nations Xxxxxxx 21st Century
Master Portfolio): 0.05%
5. Nations Xxxxxxx Focused Equities
Master Portfolio, Nations Xxxxxxx
Growth & Income Master Portfolio,
Nations Xxxxxxx 21st Century
Master Portfolio, and Nations Xxxxxxx
International Opportunities Master
Portfolio: 0.10%
It is understood and agreed among the parties that the aggregate
administration fee payable hereunder shall be divided by and between Xxxxxxxx
and NBAI, as they may agree from time to time.
In addition to the asset-based fee set forth above, the Master Trust
shall reimburse Xxxxxxxx, NBAI and any sub-administrator engaged pursuant to
Paragraph 4 for certain reasonable out-of-pocket expenses incurred by them in
connection with the performance of their respective duties hereunder.
Reimbursable out-of-pocket expenses shall include the following:
reasonable costs associated with postage (including overnight services),
telephone, telecommunications (including facsimiles), duplicating, pricing
services, and forms and supplies.
A-1
IN WITNESS WHEREOF, the parties hereto have caused this amended Schedule A to be
executed by their officers designated below as of the 18th day of November,
1999.
XXXXXXXX INC.
By: /s/ Xxxxxxx X. Xxxxx, Xx.
-------------------------
Xxxxxxx X. Xxxxx, Xx.
Senior Vice President
BANC OF AMERICA ADVISORS, INC.
(Formerly, NationsBanc Advisors, Inc.)
By: /s/ Xxxxxx X. Xxxxxx
--------------------------------
Xxxxxx X. Xxxxxx
Senior Vice President and Chief
Operating Officer
NATIONS MASTER INVESTMENT TRUST
on behalf of the Master Portfolios
By: /s/ Xxxxx X. Xxxxx, Xx.
-----------------------
Xxxxx X. Xxxxx, Xx.
Assistant Secretary
B-1
