ADMINISTRATION AGREEMENT
NATIONS MASTER INVESTMENT TRUST
This ADMINISTRATION AGREEMENT (the "Agreement") is made as of January
1, 2003 by and between BACAP Distributors, LLC ("BACAP Distributors") and
NATIONS MASTER INVESTMENT TRUST (the "Trust").
WHEREAS, the 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 Trust desires to retain BACAP Distributors to render
certain administrative services for the investment portfolios of the Trust
listed on Schedule A (individually, a "Portfolio" and collectively, the
"Portfolios"), and BACAP Distributors is 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. The Trust hereby appoints BACAP Distributors to
act as Administrator of the Portfolios, and BACAP Distributors 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 either the Trust or BACAP Distributors,
each new investment portfolio established in the future by the Trust shall
automatically become a "Portfolio" for all purposes hereunder as if listed on
Schedule A.
2. Delivery of Documents. The Trust has furnished BACAP
Distributors with copies properly certified or authenticated of each of the
following:
(a) The Trust's registration statement on Form N-1A (the
"Registration Statement") under the Securities Act of 1933, as amended, and
under the 1940 Act (File Nos. 333-89661 and 811-09645), as filed with the
Securities and Exchange Commission (the "SEC") relating to the Portfolios'
shares of beneficial interest (the "Shares");
(b) The Portfolios' most recent prospectus(es); and
(c) The Portfolios' most recent statement(s) of additional
information.
The Trust will furnish BACAP Distributors from time to time with
copies, properly certified or authenticated, of all amendments of or supplements
to the foregoing. Furthermore, the Trust will provide BACAP Distributors with
any other documents that BACAP Distributors may reasonably request and will
notify BACAP Distributors as soon as possible of any matter materially affecting
BACAP Distributors's performance of its services under this Agreement.
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3. Duties as Co-Administrator. Subject to the supervision and
direction of the Board of Trustees of the Trust, BACAP Distributors, as
Administrator, will assist in supervising various aspects of the 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 Trust (which may be
in the offices of BACAP Distributors 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 Trust by the Trust's Board of Trustees;
(f) Assist in coordinating the provision of legal advice and
counsel to the Trust with respect to regulatory matters, including monitoring
regulatory and legislative developments which may affect the Trust and assisting
in the strategic response to such developments, counseling and assisting the
Trust in routine regulatory examinations or investigations of the Trust, and
working closely with outside counsel to the Trust in connection with any
litigation in which the Trust is involved;
(g) Assist in coordinating the preparation of reports to the
Trust's shareholders of record and the SEC including, but not necessarily
limited to, annual reports and semi-annual reports to shareholders and on Form
N-SAR and notices pursuant to Rule 24f-2 under the 1940 Act;
(h) Coordinating with the Trust regarding the jurisdictions in
which the Shares shall be registered or qualified for sale and, in connection
therewith, being responsible for the registration or qualification and the
maintenance of such registration or qualification of Shares for sale under the
securities laws of any state. Payment of share registration fees and any fees
for qualifying or continuing the qualification of the Trust or any Portfolio as
a dealer or broker shall be made or reimbursed by the Trust or that Portfolio,
respectively;
(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 the
Portfolios' adviser, sub-advisers, transfer agent, sub-transfer agent or
custodian;
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(j) Performing certain compliance procedures for the Trust
which will include, among other matters, monitoring compliance with personal
trading guidelines by the Trust's Board of Trustees;
(k) 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 Trust as may be required by Section
31(a) of the 1940 Act and the rules thereunder). BACAP Distributors further
agrees that all such records which it maintains for the Trust are the property
of the Trust and further agrees to surrender promptly to the Trust any of such
records upon the Trust's request;
(l) Valuing each Portfolio's assets and calculating the net
asset value and the net income of the shares of each Portfolio in accordance
with the Trust's current prospectus(es), applicable pricing procedures and
resolutions of the Trust's Board of Trustees, provided, that in performing such
services, BACAP Distributors shall obtain security market quotes from
independent pricing services, or if such quotes are unavailable, obtain such
prices from the Portfolios' adviser or sub-advisers;
(m) Accumulating information for reports to the Trust's
shareholders of record and the SEC including, but not necessarily limited to,
annual reports and semi-annual reports to shareholders and on Form N-SAR and
notices pursuant to Rule 24f-2 under the 1940 Act;
(n) Preparing and filing on a timely basis the Trust's tax
returns and other tax filings;
(o) Monitoring the development and implementation of certain
compliance procedures for the Trust including, but not limited to, monitoring
(i) each 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 Portfolio's adviser or
sub-advisers, the 90% gross income and asset diversification tests derived from
such Sub-Chapter; and (ii) compliance by each Portfolio with its investment
objective, policies and restrictions, and applicable laws and regulations;
(p) Preparing and furnishing to the Trust monthly broker
security transaction summaries and monthly security transaction listings and (at
the 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;
(q) Assisting the 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 Trust, to the extent such
materials relate to the services being performed for the Trust by BACAP
Distributors;
(r) Coordinate the provisions of, and payment for, services to
the Trust by other service providers to the Trust, including the Custodian; and
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(s) Generally assisting in all aspects of the Trust's
operations.
In performing all services under this Agreement, BACAP Distributors
shall (i) act in conformity with the 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 Trust's Registration Statement, as
such Registration Statement may be amended from time to time; (ii) consult and
coordinate with the Trust, as necessary and appropriate; and (iii) advise and
report to the Trust, as necessary or appropriate, with respect to any compliance
matters that come to its attention.
In connection with its duties under this Paragraph 3, it is understood
and agreed that BACAP Distributors may, at its own expense, enter into
sub-administration agreements with other service providers and the Portfolio(s),
provided that each such service provider agrees with BACAP Distributors and the
Portfolio(s) to comply with all relevant provisions of the 1940 Act and
applicable rules and regulations thereunder.
4. Payments to Service Providers.
(a) Subject to Paragraph 4(b) and in connection with its
duties pursuant to Paragraph 3(r) above, BACAP Distributors, as Administrator,
is responsible for the coordination of payment by Master Trust on behalf of each
Portfolio for services provided to such Portfolio by other service providers.
(b) In the event that total expenses payable by a
Portfolio, including fees payable to other service providers, on an annual basis
incurred in the operation of such Portfolio, but not including portfolio
transaction costs, interest on borrowed money, taxes and fees payable to
federal, state and other governmental agencies, exceed 0.10% of such Portfolio's
daily net assets, BACAP Distributors or an affiliate of BACAP Distributors will
reimburse Master Trust for all such excess expenses, except and to the extent as
provided in Paragraph 4(b)(1) and (b)(2) below.
(1) In no event will BACAP Distributors or an affiliate
of BACAP Distributors reimburse Master Trust for extraordinary expenses as
determined by the Board of Trustees of Master Trust.
(2) To the extent that BACAP Distributors or an affiliate
of BACAP Distributors reimburses Master Trust for expenses in excess of 0.10% of
a Portfolio's daily net assets, BACAP Distributors or an affiliate of BACAP
Distributors, as applicable, may recoup such expenses to the extent that such
Portfolio's total expense ratio falls below 0.10% on an annual basis during the
3-year period following the date that BACAP Distributors or the affiliate of
BACAP Distributors, as applicable, reimburses any such expenses.
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5. Compensation. BACAP Distributors shall bear all expenses in
connection with the performance of its services under this Agreement, except
those enumerated in 5(b) below.
(a) BACAP Distributors will from time to time employ or
associate with such person or persons as BACAP Distributors 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 BACAP Distributors
and the Trust. The compensation of such person or persons shall be paid by BACAP
Distributors and no obligation shall be incurred on behalf of the Trust in such
respect.
(b) BACAP Distributors shall not be required to pay any of the
following expenses incurred by the Trust: interest on borrowed money; brokerage
fees and commissions; or taxes and fees payable to federal, state and other
governmental agencies. BACAP Distributors's obligation to reimburse certain
other expenses is set forth in Paragraph 4.
(c) BACAP Distributors will not be entitled to compensation
for services provided pursuant to this Agreement.
6. Limitation of Liability; Indemnification.
(a) BACAP Distributors 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 its obligations and duties under this Agreement, except
a loss resulting from BACAP Distributors's willful misfeasance, bad faith or
negligence in the performance of such obligations and duties, or by reason of
its reckless disregard thereof.
(b) The Trust, on behalf of each Portfolio, will indemnify
BACAP Distributors against and hold it 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 Portfolio and not resulting from the willful misfeasance, bad faith
or negligence of BACAP Distributors in the performance of such obligations and
duties or by reason of their reckless disregard thereof. BACAP Distributors will
not confess any claim or settle or make any compromise in any instance in which
the Trust will be asked to provide indemnification, except with the Trust's
prior written consent. Any amounts payable by the Trust under this Paragraph
6(b) shall be satisfied only against the assets of the Portfolio involved in the
claim, demand, action or suit and not against the assets of any other investment
portfolio of the Trust.
7. Effective Date; Termination of Agreement.
(a) This Agreement shall become effective on the date of its
execution. This Agreement shall remain in full force and effect with respect to
such Portfolio(s) unless terminated pursuant to the provisions of Paragraph
7(b).
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(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 Trust, or by BACAP Distributors. BACAP Distributors will
cooperate with and assist the Trust, its agents and any successor administrator
or administrators in any substitution/conversion process.
(c) Paragraphs 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.
9. Confidentiality. All books, records, information and data
pertaining to the business of the Trust, its prior, present or potential
shareholders and BACAP Distributors's customers that are exchanged or received
pursuant to the performance of BACAP Distributors's duties under this Agreement
shall remain confidential and shall not be disclosed to any other person, except
as specifically authorized by the Trust or as may be required by law, and shall
not be used for any purpose other than performance of BACAP Distributors's
responsibilities and duties hereunder.
10. Service to Other Companies or Accounts. The Trust acknowledges
that BACAP Distributors now acts, will continue to act and may act in the future
as investment adviser to fiduciary and other managed accounts, and as
distributor, investment adviser, investment sub-adviser and/or administrator to
other investment companies or series of investment companies, and the Trust has
no objection to BACAP Distributors so acting. The Trust further acknowledges
that the persons employed by BACAP Distributors 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 BACAP Distributors or any affiliate of BACAP Distributors 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 Trust or BACAP Distributors 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 Trust:
Nations Master Investment Trust
Xxx Xxxx xx Xxxxxxx Xxxxx
Xxxxxxxxx, XX 00000
Attention: Secretary
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To BACAP Distributors:
BACAP Distributors, LLC
Xxx Xxxx xx Xxxxxxx Xxxxx
Xxxxxxxxx, XX 00000
Attention: Senior Vice President
(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.
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.
BACAP DISTRIBUTORS, LLC
By: /s/ Xxxxxx X. Xxxxxx
--------------------
Xxxxxx X. Xxxxxx
Senior Vice President
Chief Operating Officer
NATIONS MASTER INVESTMENT TRUST
By: /s/ Xxxxxx X. Xxxxxx
--------------------
Xxxxxx X. Xxxxxx
President
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SCHEDULE A
NATIONS MASTER INVESTMENT TRUST:
1. High Yield Portfolio
Approved: November 21, 2002
Last Amended: March 27, 2003
