INVESTMENT SUB-ADVISORY AGREEMENT
NATIONS MASTER INVESTMENT TRUST
THIS AGREEMENT is made as of April 16, 2001, by and between BANC OF
AMERICA ADVISORS, LLC, a North Carolina limited liability company (the
"Adviser"), BANC OF AMERICA CAPITAL MANAGEMENT, LLC, a Maryland corporation (the
"Sub-Adviser"), and NATIONS MASTER INVESTMENT TRUST, a Delaware business trust
("Master Trust"), on behalf of those series of Master Trust now or hereafter
identified on Schedule I (each a "Portfolio" and collectively, the
"Portfolios").
WHEREAS, Master Trust is registered with the Securities and Exchange
Commission (the "Commission") as an open-end management investment company under
the Investment Company Act of 1940, as amended (the "1940 Act");
WHEREAS, the Adviser is registered with the Commission as an investment
adviser under the Investment Advisers Act of 1940, as amended (the "Advisers
Act");
WHEREAS, the Sub-Adviser is also registered with the Commission as an
investment adviser under the Advisers Act;
WHEREAS, the Adviser and Master Trust have entered into an investment
advisory agreement (the "Investment Advisory Agreement"), pursuant to which the
Adviser manages the investment operations of each Portfolio and may delegate
certain duties of the Adviser to one or more investment sub-adviser(s); and
WHEREAS, the Adviser, with the approval of the Board of Trustees of
Master Trust (the "Board"), including a majority of the Trustees who are not
"interested persons" (defined herein) of any party to this Agreement, desires to
delegate to the Sub-Adviser the duty to manage the portfolio investments of the
Portfolios;
NOW, THEREFORE, in consideration of the promises and mutual covenants
herein contained, it is agreed between the parties hereto as follows:
1. Appointment of Sub-Adviser. The Adviser hereby appoints the Sub-Adviser and
the Sub-Adviser hereby agrees to manage the portfolio investments of each
Portfolio subject to the terms of this Agreement and subject to the supervision
of the Adviser and the Board.
2. Services of Sub-Adviser. The Sub-Adviser shall perform all services necessary
for the management of the portfolio investments of each Portfolio, including but
not limited to:
(a) Managing the investment and reinvestment of all assets, now or
hereafter acquired by each Portfolio, including determining what
securities and other investments are to be purchased or sold for
each Portfolio and executing transactions accordingly;
(b) Transmitting trades to each Portfolio's custodian for settlement in
accordance with each Portfolio's procedures and as may be directed
by Master Trust;
(c) Assisting in the preparation of all shareholder communications,
including shareholder reports, and participating in shareholder
relations;
(d) Making recommendations as to the manner in which voting rights,
rights to consent to Portfolio action and any other rights
pertaining to each Portfolio's portfolio securities shall be
exercised;
(e) Making recommendations to the Adviser and the Board with respect to
Portfolio investment policies and procedures, and carrying out such
investment policies and procedures as are approved by the Board or
by the Adviser under authority delegated by the Board to the
Adviser;
(f) Supplying reports, evaluations, analyses, statistical data and
information to the Adviser, the Board or to the Portfolios'
officers and other service providers as the Adviser or the Board
may reasonably request from time to time or as may be necessary or
appropriate for the operation of Master Trust as an open-end
investment company or as necessary to comply with Section 3(a) of
this Agreement;
(g) Maintaining all required books and records with respect to the
investment decisions and securities transactions for each
Portfolio;
(h) Furnishing any and all other services, subject to review by the
Board, that the Adviser from time to time determines to be
necessary or useful to perform its obligations under the Investment
Advisory Agreement or as the Board may reasonably request from time
to time.
3. Responsibilities of Sub-Adviser. In carrying out its obligations under this
Agreement, the Sub-Adviser agrees that it will:
(a) Comply with all applicable law, including but not limited to the
1940 Act and the Advisers Act, the rules and regulations of the
Commission thereunder, and the conditions of any order affecting
Master Trust or a Portfolio issued thereunder;
(b) Use the same skill and care in providing such services as it uses
in providing services to other fiduciary accounts for which it has
investment responsibilities;
(c) Not make loans to any person for the purpose of purchasing or
carrying Portfolio shares;
(d) Place, or arrange for the placement of, all orders pursuant to its
investment determinations for the Portfolios either directly with
the issuer or with any broker or dealer (including any affiliated
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 each Portfolio 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 or dealer to
execute a particular transaction, the Sub-Adviser may also consider
whether such broker or dealer furnishes research and other
information or services to the Sub-Adviser;
(e) Adhere to the investment objective, strategies and policies and
procedures of Master Trust adopted on behalf of each Portfolio;
(f) Maintain a policy and practice of conducting its investment
advisory services hereunder independently of the commercial banking
operations of its affiliates. In making investment recommendations
for a Portfolio, the Sub-Adviser's investment advisory personnel
will not inquire or take into consideration whether the issuers (or
related supporting institutions) of securities proposed for
purchase or sale for a Portfolio's account are customers of the
commercial departments of its affiliates. In dealing with
commercial customers, such commercial departments will not inquire
or take into consideration whether securities of those customers
are held by the Portfolio.
4. Confidentiality of Information. Each party agrees that it will treat
confidentially all information provided by another party regarding such other
party's business and operations, including without limitation the investment
activities or holdings of a Portfolio. All confidential information provided by
a party hereto shall not be disclosed to any unaffiliated third party without
the prior consent of the providing party. The foregoing shall not apply to any
information that is public when provided or thereafter becomes public or which
is required to be disclosed by any regulatory authority in the lawful and
appropriate exercise of its jurisdiction over a party, by any auditor of the
parties hereto, by judicial or administrative process or otherwise by applicable
law or regulation.
5. 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 provision of services under this
Agreement is 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 a
Portfolio or the size of the position obtainable for or disposed of by a
Portfolio. Nothing in this Agreement shall limit or restrict the right of any of
the Sub-Adviser's partners, officers or employees to engage in any other
business or to devote his or her time and attention in part to the management or
other aspects of any business, whether of a similar or dissimilar nature, nor
limit or restrict the Sub-Adviser's right to engage in any other business or to
render services of any kind to any other corporation, firm, individual or
association.
6. Delivery of Documents. Master Trust will provide the Sub-Adviser with copies,
properly certified or authenticated, of each of the following:
(a) Master Trust's Certificate of Trust, as filed with the Secretary of
State of Delaware, and Declaration of Trust (such Declaration of
Trust, as presently in effect and as from time to time amended, is
herein called the "Declaration of Trust");
(b) the most recent prospectus(es) and statement(s) of additional
information relating to each Portfolio (such prospectus(es)
together with the related statement(s) of additional information,
as presently in effect and all amendments and supplements thereto,
are herein called the "Prospectus"); and
(c) any and all applicable policies and procedures approved by the
Board.
Master Trust will promptly furnish the Sub-Adviser with copies of any
and all amendments of or additions or supplements to the foregoing.
7. Books and Records. In compliance with the requirements of Rule 31a-3 under
the 1940 Act, the Sub-Adviser hereby agrees that all records that it maintains
for each Portfolio under this Agreement are the property of Master Trust and
further agrees to surrender promptly to Master Trust or the Adviser any of such
records upon 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 Rule 31a-1 under the 1940 Act.
8. Expenses of the Portfolios. Except to the extent expressly assumed by the
Sub-Adviser and except to any extent required by law to be paid or reimbursed by
the Sub-Adviser, the Sub-Adviser shall have no duty to pay any ordinary
operating expenses incurred in the organization and operation of the Portfolios.
Ordinary operating expenses include, but are not limited to, brokerage
commissions and other transaction charges, taxes, legal, auditing, printing, or
governmental fees, other Portfolio service providers' fees and expenses,
expenses of issue, sale, redemption and repurchase of shares, expenses of
registering and qualifying shares for sale, expenses relating to Board and
shareholder meetings, and the cost of preparing and distributing reports and
notices to shareholders.
9. Compensation. The Sub-Adviser shall perform its services pursuant to this
Agreement at no charge to the Portfolios.
10. Liability of Sub-Adviser. The Sub-Adviser shall not be liable for any error
of judgment or mistake of law or for any loss suffered by the Adviser or Master
Trust in connection with the performance of its duties under this Agreement,
except a loss resulting from a breach of fiduciary duty with respect to the
receipt of compensation for services, or a loss resulting from willful
misfeasance, bad faith or negligence on the part of the Sub-Adviser or any of
its officers, directors, employees or agents, in the performance of their duties
under this Agreement, or from reckless disregard by it of obligations and duties
under this Agreement.
11. Term and Approval. This Agreement will become effective as of the date set
forth herein above, and shall continue in effect until the second anniversary of
its effective date. This Agreement will become effective with respect to each
additional Portfolio as of the date set forth on Schedule I when each such
Portfolio is added thereto. The Agreement shall continue in effect for a
Portfolio after the second anniversary of the effective date for successive
annual periods ending on each anniversary of such date, provided that the
continuation of the Agreement is specifically approved for the Portfolio at
least annually:
(a) (i) by the Board or (ii) by the vote of "a majority of the
outstanding voting securities" of the Portfolio (as defined in
Section 2(a)(42) of the 0000 Xxx); and
(b) by the affirmative vote of a majority of the Trustees of Master
Trust who are not parties to this Agreement or "interested persons"
(as defined in the 0000 Xxx) of a party to this Agreement (other
than as Trustees of Master Trust), by votes cast in person at a
meeting specifically called for such purpose.
12. Termination. This Agreement may be terminated without payment of any penalty
at any time by:
(a) Master Trust with respect to a Portfolio, by vote of the Board or
by vote of a majority of a Portfolio's outstanding voting
securities, upon sixty (60) days' written notice to the other
parties to this Agreement; or
(b) the Adviser or the Sub-Adviser with respect to a Portfolio, upon
sixty (60) days' written notice to the other parties to this
Agreement.
Any party entitled to notice may waive the notice provided for herein.
This Agreement shall automatically terminate in the event of its assignment,
unless an order is issued by the Commission conditionally or unconditionally
exempting such assignment from the provisions of Section 15(a) of the 1940 Act,
in which event this Agreement shall remain in full force and effect subject to
the terms of such order. For the purposes of this paragraph, the definitions
contained in Section 2(a) of the 1940 Act and the applicable rules under the
1940 Act shall apply.
14. Amendment of this Agreement. No provision of this Agreement may be changed,
waived, discharged or terminated orally, except by an instrument in writing
signed by the party against which enforcement of the change, waiver, discharge
or termination is sought.
15. Notices. Any notices under this Agreement shall be in writing, addressed and
delivered or mailed postage paid to such address as may be designated for the
receipt of such notice. Until further notice, it is agreed that the address of
Master Trust shall be c/o Stephens Inc., 000 Xxxxxx Xxxxxx, Xxxxxx Xxxx,
Xxxxxxxx 00000, Attention: Secretary, that of the Adviser shall be Xxx Xxxx xx
Xxxxxxx Xxxxx, 00xx Xxxxx, 000 Xxxxx Xxxxx Xxxxxx, Xxxxxxxxx, Xxxxx Xxxxxxxx
00000, Attention: President and that of the Sub-Adviser shall be Xxx Xxxx xx
Xxxxxxx Xxxxx, 00xx Xxxxx, 000 Xxxxx Xxxxx Xxxxxx, Xxxxxxxxx, Xxxxx Xxxxxxxx
00000, Attention: President.
16. Release. The names "Nations Master Investment Trust" and "Trustees of
Nations Master Investment Trust" refer respectively to Master Trust created by
the Declaration of Trust and the Trustees as Trustees but not individually or
personally. All parties hereto acknowledge and agree that any and all
liabilities of Master Trust arising, directly or indirectly, under this
Agreement will be satisfied solely out of the assets of Master Trust and that no
Trustee, officer or shareholder shall be personally liable for any such
liabilities. All persons dealing with any Portfolio of Master Trust must look
solely to the property belonging to such Portfolio for the enforcement of any
claims against Master Trust.
17. Miscellaneous. This Agreement contains the entire understanding of the
parties hereto. Each provision of this Agreement is intended to be severable. 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.
18. Governing Law. This Agreement shall be governed by, and construed in
accordance with, Delaware law and the federal securities laws, including the
1940 Act and the Advisers Act.
19. Counterparts. This Agreement may be executed in any number of counterparts,
each of which shall be deemed an original.
IN WITNESS WHEREOF, the parties hereto have caused this instrument to
be executed by their officers designated below as of the day and year first
above written.
NATIONS MASTER INVESTMENT TRUST
on behalf of the Portfolios
By: /s/ A. Xxx Xxxxxx
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A. Xxx Xxxxxx
President and Chairman of
the Board of Trustees
BANC OF AMERICA ADVISORS, LLC
By: /s/ Xxxxxx X. Xxxxxx
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Xxxxxx X. Xxxxxx
President
BANC OF AMERICA CAPITAL MANAGEMENT, LLC
By: /s/ Xxxxxx X. Xxxxxx
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Xxxxxx X. Xxxxxx
Managing Director
SCHEDULE I
Portfolio Effective Date
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1. High Yield Portfolio 04/16/01
2. International Bond Portfolio 04/16/01
Approved: February 22, 2001
