INTERIM INVESTMENT SUB-ADVISORY AGREEMENT
NATIONS MASTER INVESTMENT TRUST
THIS AGREEMENT is made as of January 1, 2002, by and between BANC OF
AMERICA ADVISORS, LLC, a North Carolina limited liability company (the
"Adviser"), BANC OF AMERICA CAPITAL MANAGEMENT, LLC, a North Carolina limited
liability company (the "Sub-Adviser"), and NATIONS MASTER INVESTMENT TRUST, a
Delaware business trust (the "Trust"), on behalf of those series of the Trust
now or hereafter identified on Schedule I (each a "Master Portfolio" and
collectively, the "Master Portfolios").
WHEREAS, the 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 the Trust have entered into an investment
advisory agreement (the "Investment Advisory Agreement"), pursuant to which the
Adviser manages the investment operations of each Master 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 the
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
Master 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
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Sub-Adviser and the Sub-Adviser hereby agrees to manage the portfolio
investments of each Master 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
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services necessary for the management of the portfolio investments of each
Master Portfolio, including but not limited to:
(a) Managing the investment and reinvestment of all
assets, now or hereafter acquired by each Master
Portfolio, including determining what securities
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and other investments are to be purchased or sold
for each Master Portfolio and executing transactions
accordingly;
(b) Transmitting trades to each Master Portfolio's
custodian for settlement in accordance with each
Master Portfolio's procedures and as may be directed
by the 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 Master Portfolio
action and any other rights pertaining to each Master
Portfolio's portfolio securities shall be exercised;
(e) Making recommendations to the Adviser and the Board
with respect to Master 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 Master 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 the 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 Master 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
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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 the Trust
or a Master 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;
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(c) Not make loans to any person for the purpose of
purchasing or carrying Master Portfolio shares;
(d) Place, or arrange for the placement of, all orders
pursuant to its investment determinations for the
Master 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 Master 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 the Trust adopted on
behalf of each Master 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 Master 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 Master 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 Master Portfolio.
4. Confidentiality of Information. Each party agrees that it will
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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 Master 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
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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
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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 Master Portfolio or the size of the position
obtainable for or disposed of by a Master 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. The Trust will provide the Sub-Adviser
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with copies, properly certified or authenticated, of each of the following:
(a) the 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 Master
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.
The 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
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31a-3 under the 1940 Act, the Sub-Adviser hereby agrees that all records that it
maintains for each Master Portfolio under this Agreement are the property of the
Trust and further agrees to surrender promptly to the 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
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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
Master Portfolios. Ordinary operating expenses include, but are not limited to,
brokerage commissions and other transaction charges, taxes, legal, auditing,
printing, or governmental fees, other Master Portfolio service providers' fees
and expenses, expenses of issue, sale, redemption and repurchase of shares,
expenses of registering and
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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. Except as otherwise provided herein, for the
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services provided to each Master Portfolio and the expenses assumed pursuant to
this Agreement, the Adviser will pay the Sub-Adviser and the Sub-Adviser will
accept as full compensation therefor a fee determined in accordance with
Schedule I attached hereto. It is understood that the Adviser shall be solely
responsible for compensating the Sub-Adviser for performing any of the duties
delegated to the Sub-Adviser and the Sub-Adviser agrees that it shall have no
claim against the Trust or any Portfolio with respect to compensation under this
Agreement. The Adviser and the Sub-Adviser may, from time to time, agree to
reduce, limit or waive the amounts payable hereunder with respect to one or more
Master Portfolios for such period or periods they deem appropriate.
10. Liability of Sub-Adviser. The Sub-Adviser shall not be liable
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for any error of judgment or mistake of law or for any loss suffered by the
Adviser or the 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 shall become effective on
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the date and year first mentioned above, and shall thereafter continue in effect
until the earlier of: (a) the closing of the reorganization of the Master
Portfolio into Nations Strategic Growth Master Portfolio of the Trust; or (b)
the 150th day, or such other time that is granted by the Commission following
the termination of the prior agreement among the Adviser, Chicago Equity
Partners, LLC and the Trust dated September 15, 2000.
12. Termination. This Agreement may be terminated without payment
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of any penalty at any time by:
(a) the Trust with respect to a Master Portfolio, by vote
of the Board or by vote of a majority of a Master
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
Master 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
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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
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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
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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 the Trust shall be c/o Stephens Inc., ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇,
▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇, Attention: Secretary, that of the Adviser shall be
▇▇▇ ▇▇▇▇ ▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇
▇▇▇▇▇▇▇▇ ▇▇▇▇▇, Attention: President and that of the Sub-Adviser shall be ▇▇▇
▇▇▇▇ ▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇
▇▇▇▇▇▇▇▇ ▇▇▇▇▇, Attention: President.
16. Release. The names "Nations Master Investment Trust" and
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"Trustees of Nations Master Investment Trust" refer respectively to the 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 the Trust arising, directly or indirectly, under this
Agreement will be satisfied solely out of the assets of the Trust and that no
Trustee, officer or shareholder shall be personally liable for any such
liabilities. All persons dealing with any Master Portfolio of the Trust must
look solely to the property belonging to such Master Portfolio for the
enforcement of any claims against the Trust.
17. Miscellaneous. This Agreement contains the entire
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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
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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
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counterparts, each of which shall be deemed an original.
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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 Master Portfolios
By: /s/ A. ▇▇▇ ▇▇▇▇▇▇
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A. ▇▇▇ ▇▇▇▇▇▇
President and Chairman of
the Board of Trustees
BANC OF AMERICA ADVISORS, LLC
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
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▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
President
BANC OF AMERICA CAPITAL MANAGEMENT, LLC
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
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▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
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:
Rate of Effective
Master Portfolio Compensation Date
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Nations Blue Chip Master Portfolio 0.25% 01/01/02
Approved: October 10, 2001
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