CO-ADMINISTRATION AGREEMENT
This CO-ADMINISTRATION AGREEMENT (the "Agreement") is made as of April
16, 2001 by and among ▇▇▇▇▇▇▇▇ INC. ("▇▇▇▇▇▇▇▇"), BANC OF AMERICA ADVISORS, LLC
("BAALLC") and NATIONS MASTER INVESTMENT TRUST ("Master Trust").
WHEREAS, 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, Master Trust desires to retain ▇▇▇▇▇▇▇▇ and BAALLC to render
certain administrative and other services for the investment portfolios of
Master Trust listed on Schedule I (individually, a "Portfolio" and collectively,
the "Portfolios"), and ▇▇▇▇▇▇▇▇ and BAALLC 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) Master Trust hereby appoints ▇▇▇▇▇▇▇▇ to act as
Co-Administrator of the Portfolios 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 Master Trust, BAALLC or ▇▇▇▇▇▇▇▇, each new investment portfolio
established in the future by Master Trust shall automatically become a
"Portfolio" for all purposes hereunder as if listed on Schedule I.
(b) Master Trust also hereby appoints BAALLC to act as
Co-Administrator of the Portfolios, and BAALLC 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 Master Trust or BAALLC, each new investment portfolio
established in the future by Master Trust shall automatically become a
"Portfolio" for all purposes hereunder as if listed on Schedule I.
2. Delivery of Documents. Master Trust has furnished ▇▇▇▇▇▇▇▇ and
BAALLC with copies properly certified or authenticated of each of the following:
(a) 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 Portfolios (the
"Interests");
(b) The Portfolios' most recent Prospectus(es); and
(c) The Portfolios' most recent Statement(s) of Additional
Information.
Master Trust will furnish ▇▇▇▇▇▇▇▇ and BAALLC from time to time with
copies, properly certified or authenticated, of all amendments of or supplements
to the foregoing. Furthermore, Master Trust will provide ▇▇▇▇▇▇▇▇ and BAALLC
with any other documents that ▇▇▇▇▇▇▇▇ and BAALLC may reasonably request and
will notify ▇▇▇▇▇▇▇▇ and BAALLC as soon as possible of any matter materially
affecting either ▇▇▇▇▇▇▇▇' or BAALLC'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 Master Trust, ▇▇▇▇▇▇▇▇, as Co-Administrator, will
assist in supervising various aspects of 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 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 Master Trust by Master Trust's Board of Trustees;
(f) Assist in coordinating the provision of legal advice and
counsel to Master Trust with respect to regulatory matters, including monitoring
regulatory and legislative developments which may affect Master Trust and
assisting in the strategic response to such developments, counseling and
assisting Master Trust in routine regulatory examinations or investigations of
Master Trust, and working closely with outside counsel to Master Trust in
connection with any litigation in which Master Trust is involved;
(g) Assist in coordinating the preparation of reports to
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 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 Master Trust or
any Portfolio as a dealer or broker shall be made or reimbursed by Master Trust
or that 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 BAALLC
or the Portfolios' Sub-Advisers or Custodian;
(j) Performing certain compliance procedures for Master Trust
which will include, among other matters, monitoring compliance with personal
trading guidelines by Master Trust's Board of Trustees; and
(k) Generally assisting in all aspects of Master Trust's
operations.
In performing all services under this Agreement, ▇▇▇▇▇▇▇▇ shall (i) act
in conformity with: 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 Master Trust's Registration Statement, as such
Registration Statement may be amended from time to time; (ii) consult and
coordinate with Master Trust, as necessary and appropriate; and (iii) advise and
report to Master Trust, as necessary or appropriate, with respect to any
compliance matters that come to its attention.
In performing its services under this Agreement, ▇▇▇▇▇▇▇▇ shall
cooperate and coordinate with BAALLC as necessary and appropriate and shall
provide such information as is reasonably necessary or appropriate for BAALLC to
perform its responsibilities to Master Trust.
4. Duties as Co-Administrator. Subject to the supervision and direction
of the Board of Trustees of Master Trust, BAALLC, as Co-Administrator, will
assist in supervising various aspects of Master Trust's administrative
operations and 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 Master Trust as may be required by Section
31(a) of the 1940 Act and the rules thereunder). BAALLC further agrees that all
such records which it maintains for Master Trust are the property of Master
Trust and further agrees to surrender promptly to Master Trust any of such
records upon Master Trust's request;
(b) valuing each Portfolio's assets and calculating the net
asset value and the net income of the Interests of each Portfolio in accordance
with Master Trust's current Prospectus(es), applicable pricing procedures and
resolutions of Master Trust's Board of Trustees, provided, that in performing
such services, BAALLC shall obtain security market quotes from independent
pricing services, or if such quotes are unavailable, obtain such prices from the
Portfolios' Sub-Advisers;
(c) maintaining a listing of all holders of Interests of each
Portfolio, including the number and amount of the Interests held by each holder,
based upon daily or periodic allocations of Portfolio assets, and provide such
other services in the nature of transfer agency services as the parties may
agree from time to time;
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(d) accumulating information for reports to 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 Master Trust's tax
returns and other tax filings;
(f) monitoring the development and implementation of certain
compliance procedures for Master 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
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;
(g) preparing and furnishing to Master Trust monthly broker
security transaction summaries and monthly security transaction listings and (at
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 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 Master Trust, to the extent
such materials relate to the services being performed for Master Trust by
BAALLC; and
(i) coordinate the provisions of, and payment for, services to
Master Trust by other service providers to Master Trust, including the
Custodian.
In performing all services under this Agreement, BAALLC shall (i) act
in conformity with 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 Master Trust's Registration Statement, as such
Registration Statement may be amended from time to time, (ii) consult and
coordinate with Master Trust, as necessary and appropriate, and (iii) advise and
report to Master Trust, as necessary or appropriate, with respect to any
compliance matters that come to its attention.
In connection with its duties under this Paragraph 4, it is understood
and agreed that BAALLC 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 BAALLC and the 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 Master Trust,
the parties agree that BAALLC may from time to time assume some or all of
▇▇▇▇▇▇▇▇' duties set forth in Paragraph 3 above.
In performing its responsibilities under this Agreement, BAALLC shall
cooperate and coordinate with ▇▇▇▇▇▇▇▇ as necessary and appropriate and shall
provide such
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information within its possession or control as is reasonably necessary or
appropriate to ▇▇▇▇▇▇▇▇ to enable it to perform its responsibilities to Master
Trust.
5. Payments to Service Providers.
(a) Subject to Paragraph 5(b) and in connection with its
duties pursuant to Paragraph 4(i) above, BAALLC, as Co-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,
BAALLC will reimburse Master Trust for all such excess expenses, except and to
the extent as provided in Paragraph 5(b)(1) and (b)(2) below.
(1) In no event will BAALLC reimburse Master Trust
for extraordinary expenses as determined by the Board of Trustees of Master
Trust.
(2) To the extent that BAALLC reimburses Master Trust
for expenses in excess of 0.10% of a Portfolio's daily net assets, BAALLC 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 BAALLC reimburses any such expenses.
6. Compensation.
(a) ▇▇▇▇▇▇▇▇ shall bear all expenses in connection with the
performance of its services under this Agreement, except those enumerated in
Paragraph 6(a)(2) below.
(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 Master Trust. The
compensation of such person or persons shall be paid by ▇▇▇▇▇▇▇▇ and no
obligation shall be incurred on behalf of Master Trust or BAALLC in such
respect.
(2) ▇▇▇▇▇▇▇▇ shall not be required to pay any of the
following expenses incurred by 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
Master Trust who are not affiliated with ▇▇▇▇▇▇▇▇; outside auditing expenses;
outside legal expenses; fees of any other service provider to Master Trust; or
other expenses not specified in this Section 6(a) which are properly payable by
Master Trust or BAALLC.
(3) ▇▇▇▇▇▇▇▇ will be compensated for its services
rendered pursuant to this Agreement in accordance with Schedule A. In addition,
▇▇▇▇▇▇▇▇ will be entitled to
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reimbursement for out-of-pocket expenses made in connection with fulfilling its
obligations under the Agreement, but only as and to the extent provided in
Schedule A.
(b) BAALLC shall bear all expenses in connection with the
performance of its services under this Agreement, except those enumerated in
6(b)(2) below.
(1) BAALLC will from time to time employ or associate
with such person or persons as BAALLC 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 BAALLC and Master Trust. The compensation
of such person or persons shall be paid by BAALLC and no obligation shall be
incurred on behalf of Master Trust or ▇▇▇▇▇▇▇▇ in such respect.
(2) BAALLC shall not be required to pay any of the
following expenses incurred by Master Trust: interest on borrowed money;
brokerage fees and commissions; or taxes and fees payable to federal, state and
other governmental agencies. BAALLC's obligation to reimburse certain other
expenses is set forth in Section 5.
(3) BAALLC will not be entitled to compensation for
services provided pursuant to this Agreement.
7. Limitation of Liability; Indemnification.
(a) ▇▇▇▇▇▇▇▇ shall not be liable for any error of judgment or
mistake of law or for any loss suffered by 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) BAALLC shall not be liable for any error of judgment or
mistake of law or for any loss suffered by Master Trust in connection with the
performance of its obligations and duties under this Agreement, except a loss
resulting from BAALLC'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) Master Trust, on behalf of each Portfolio, will indemnify
▇▇▇▇▇▇▇▇ and/or BAALLC 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 Portfolio and not resulting from the willful misfeasance, bad faith
or gross negligence of ▇▇▇▇▇▇▇▇ and/or BAALLC in the performance of such
obligations and duties or by reason of their reckless disregard thereof.
▇▇▇▇▇▇▇▇ and/or BAALLC will not confess any claim or settle or make any
compromise in any instance in which Master Trust will be asked to provide
indemnification, except with Master Trust's prior written consent. Any amounts
payable by Master Trust under this Section 7(c) 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 Master Trust.
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8. 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
Portfolio(s) unless terminated pursuant to the provisions of Section 8(b).
(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 Master Trust, by ▇▇▇▇▇▇▇▇ or by BAALLC. ▇▇▇▇▇▇▇▇ and BAALLC will
each cooperate with and assist Master Trust, its agents and any successor
administrator or administrators in the substitution/conversion process.
(c) Sections 7 and 10 shall survive this Agreement's
termination.
9. 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.
10. Confidentiality. All books, records, information and data
pertaining to the business of Master Trust, its prior, present or potential
interestholders and BAALLC's customers that are exchanged or received pursuant
to the performance of ▇▇▇▇▇▇▇▇' and/or BAALLC's duties under this Agreement
shall remain confidential and shall not be disclosed to any other person, except
as specifically authorized by Master Trust or as may be required by law, and
shall not be used for any purpose other than performance of BAALLC's and
▇▇▇▇▇▇▇▇' responsibilities and duties hereunder.
11. Service to Other Companies or Accounts. Master Trust acknowledges
that both ▇▇▇▇▇▇▇▇ and BAALLC 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 Master Trust has no
objection to either ▇▇▇▇▇▇▇▇ or BAALLC so acting. Master Trust further
acknowledges that the persons employed by both ▇▇▇▇▇▇▇▇ and BAALLC 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 BAALLC 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.
12. Miscellaneous.
(a) Any notice or other instrument authorized or required by
this Agreement to be given in writing to Master Trust, ▇▇▇▇▇▇▇▇ or BAALLC 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 Master Trust:
Nations Master Investment Trust
▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇
▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇
Attention: Secretary
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To Stephens:
▇▇▇▇▇▇▇▇ Inc.
▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇
▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇
Attention: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇, ▇▇.
To BAALLC:
Banc of America Advisors, LLC
▇▇▇ ▇▇▇▇ ▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇
▇▇▇▇ ▇▇▇▇▇
▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
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: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇, ▇▇.
-------------------------
▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇, ▇▇.
Senior Vice President
BANC OF AMERICA ADVISORS, LLC
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
-------------------------
▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Senior Vice President and
Chief Operating Officer
NATIONS MASTER INVESTMENT TRUST
By: /s/ ▇▇▇▇▇▇▇ ▇▇▇▇
-------------------------
▇▇▇▇▇▇▇ ▇▇▇▇
Assistant Secretary
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SCHEDULE I
Portfolio Effective Date
--------- --------------
1. High Yield Portfolio 04/16/01
2. International Bond Portfolio 04/16/01
Adopted: February 22, 2001
I-1
SCHEDULE A
▇▇▇▇▇▇▇▇ shall receive compensation for administration services
rendered pursuant to this Agreement directly from BAALLC, at a rate which
▇▇▇▇▇▇▇▇ and BAALLC may agree on from time to time.
A-1