Exhibit 99.H2
FORM OF
CO-ADMINISTRATION AGREEMENT
This CO-ADMINISTRATION AGREEMENT (the "Agreement") is made as of May
21, 1999 by and among ▇▇▇▇▇▇▇▇ INC. ("▇▇▇▇▇▇▇▇"), 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 ▇▇▇▇▇▇▇▇ and NBAI to render
certain administrative services for the investment portfolios of the Master
Trust listed on Schedule I (individually, a "Fund" and collectively, the
"Funds"), and ▇▇▇▇▇▇▇▇ 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 ▇▇▇▇▇▇▇▇ to act as
Co-Administrator of the Funds and ▇▇▇▇▇▇▇▇ 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 ▇▇▇▇▇▇▇▇, each new investment
portfolio established in the future by the Master Trust shall automatically
become a "Fund" 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 Funds, 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
"Fund" for all purposes hereunder as if listed on Schedule I.
2. Delivery of Documents. The Master Trust has furnished ▇▇▇▇▇▇▇▇ 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. _______ ), as filed with the Securities and Exchange Commission (the "SEC")
relating to the Funds' shares (the "Shares");
(b) The Funds' most recent Prospectus(es); and
(c) The Funds' most recent Statement(s) of Additional Information.
The Master Trust will furnish ▇▇▇▇▇▇▇▇ 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 ▇▇▇▇▇▇▇▇ and NBAI
with any other documents that ▇▇▇▇▇▇▇▇ and NBAI may reasonably request and will
notify ▇▇▇▇▇▇▇▇ and NBAI as soon as possible of any matter materially affecting
either ▇▇▇▇▇▇▇▇' 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, ▇▇▇▇▇▇▇▇, 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 ▇▇▇▇▇▇▇▇ 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
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;
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(h) Coordinating with the Master 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 Master Trust or any Fund as a dealer or
broker shall be made or reimbursed by the Master Trust or that Fund,
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 NBAI or the
Funds' Sub-Advisers, Transfer Agent, Sub-Transfer Agent 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, ▇▇▇▇▇▇▇▇ 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.
▇▇▇▇▇▇▇▇ 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, ▇▇▇▇▇▇▇▇ shall not be liable for any Y2K Failures caused by Y2K Failures
in a third party system with which ▇▇▇▇▇▇▇▇ interfaces or from which ▇▇▇▇▇▇▇▇
receives data in connection with the performance of its duties hereunder.
In performing its services under this Agreement, ▇▇▇▇▇▇▇▇ 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
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undertakes to perform the following specific services, from and after the
effective date of this Agreement:
(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 Fund's assets and calculating the net asset value and the net
income of the shares of each Fund 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 Funds' Sub-Advisers;
(c) accumulating information for reports to the Master 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;
(d) preparing and filing on a timely basis the Master Trust's tax returns and
other tax filings;
(e) monitoring the development and implementation of certain compliance
procedures for the Master Trust including, but not limited to, monitoring (i)
each Fund'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 Fund's Sub-Advisers, the 90%
gross income and asset diversification tests derived from such Sub-Chapter; and
(ii) compliance by each Fund with its investment objective, policies and
restrictions, and applicable laws and regulations;
(f) 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;
(g) 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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(h) coordinate the provisions of services to the Master Trust by other service
providers to the Master Trust, including the transfer agent, sub-transfer agent
and 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 Fund(s), provided that each such
service provider agrees with NBAI and the Fund(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 ▇▇▇▇▇▇▇▇' duties set
forth in Paragraph 3 above.
In performing its responsibilities under this Agreement, NBAI shall
cooperate and coordinate with ▇▇▇▇▇▇▇▇ as necessary and appropriate and shall
provide such information within its possession or control as is reasonably
necessary or appropriate to ▇▇▇▇▇▇▇▇ to enable it to perform its
responsibilities to the Master Trust.
5. Compensation.
(a) ▇▇▇▇▇▇▇▇ shall bear all expenses in connection with the performance of its
services under this Agreement, except those enumerated in Paragraph 5(a)(2)
below.
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(1) ▇▇▇▇▇▇▇▇ will from time to time employ or associate with such person or
persons as ▇▇▇▇▇▇▇▇ 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 ▇▇▇▇▇▇▇▇ and the Master Trust. The compensation of such
person or persons shall be paid by ▇▇▇▇▇▇▇▇ and no obligation shall be incurred
on behalf of the Master Trust or NBAI in such respect.
(2) ▇▇▇▇▇▇▇▇ 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 ▇▇▇▇▇▇▇▇; 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 ▇▇▇▇▇▇▇▇ for its services rendered pursuant
to this Agreement in accordance with Schedule A. In addition, the Master Trust
shall reimburse ▇▇▇▇▇▇▇▇ 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 ▇▇▇▇▇▇▇▇ 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 Fund'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) ▇▇▇▇▇▇▇▇ 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
▇▇▇▇▇▇▇▇' 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 Fund, will indemnify ▇▇▇▇▇▇▇▇ 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 Fund
and not resulting from the willful misfeasance, bad faith or gross negligence of
▇▇▇▇▇▇▇▇ and/or NBAI in the performance of such obligations and duties or by
reason of their reckless disregard thereof. ▇▇▇▇▇▇▇▇ 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 Fund
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, on a Fund by Fund basis, upon the
completion of the transfer of a Fund's accounting function to The Bank of New
York, notice of which shall be provided by the Master Trust to ▇▇▇▇▇▇▇▇ and NBAI
for each Fund. This Agreement shall remain in full force and effect with respect
to such Fund(s) unless terminated pursuant to the provisions of Section 7(c).
(b) The parties agree that the administration arrangements between ▇▇▇▇▇▇▇▇ and
the Master Trust, dated September 1, 1993, and the sub-administration
arrangements between ▇▇▇▇▇▇▇▇ and NBAI, dated November 18, 1997, with respect to
the Funds shall be terminated on a Fund by Fund basis upon the effectiveness of
this Agreement.
(c) 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 ▇▇▇▇▇▇▇▇ or by NBAI. ▇▇▇▇▇▇▇▇ and NBAI will each cooperate with and
assist the Master Trust, its agents and any successor administrator or
administrators in the substitution/conversion process.
(d) Sections 6 and 9 shall survive this Agreement's termination.
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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 Master Trust, its prior, present or potential shareholders and
NBAI's customers that are exchanged or received pursuant to the performance of
▇▇▇▇▇▇▇▇' 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 ▇▇▇▇▇▇▇▇'
responsibilities and duties hereunder.
10. Service to Other Companies or Accounts. The Master Trust acknowledges that
both ▇▇▇▇▇▇▇▇ 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 ▇▇▇▇▇▇▇▇ or NBAI so acting. The Master Trust further
acknowledges that the persons employed by both ▇▇▇▇▇▇▇▇ 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 ▇▇▇▇▇▇▇▇ 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, ▇▇▇▇▇▇▇▇ 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
▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇
▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇
Attention: Secretary
To Stephens:
▇▇▇▇▇▇▇▇ Inc.
▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇
▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇
Attention: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇, ▇▇.
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To NBAI:
NationsBanc Advisors, Inc.
▇▇▇ ▇▇▇▇ ▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇
▇▇▇▇ ▇▇▇▇▇
▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Attention: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
(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.
▇▇▇▇▇▇▇▇ INC.
By: __________________________________
Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇, ▇▇.
Title: Vice President
NATIONSBANC ADVISORS, INC.
By: __________________________________
Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Title: Senior Vice President and
Chief Operating Officer
NATIONS MASTER INVESTMENT TRUST
By: __________________________________
Name: A. ▇▇▇ ▇▇▇▇▇▇
Title: President and Chairman of the
Board
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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 ▇▇▇▇▇▇▇ Focused Equities Master Portfolio
5. Nations ▇▇▇▇▇▇▇ Growth & Income Master Portfolio
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SCHEDULE A
For services rendered pursuant to this Agreement, the Master Trust will
pay ▇▇▇▇▇▇▇▇ and NBAI, in the aggregate, an administration fee, computed daily
and payable monthly, based on annual rate of each Fund's daily net assets as
follows:
1. Money Market Funds: 0.10%
2. Fixed Income Funds: 0.22%
3. International Funds: 0.22%
4. Domestic Equity Funds: 0.23%
It is understood and agreed among the parties that the aggregate
administration fee payable hereunder shall be divided by and between ▇▇▇▇▇▇▇▇
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 ▇▇▇▇▇▇▇▇, 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