Exhibit 99.D6
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.
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
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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
(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.
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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.
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.
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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.)
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.
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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 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
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