AMENDED AND RESTATED
AGREEMENT AND PLAN OF REORGANIZATION
This AMENDED AND RESTATED AGREEMENT AND PLAN OF REORGANIZATION
("Agreement") is made as of this 12th day of April, 2002 by and between Nations
Master Investment Trust (the "Trust"), a Delaware business trust, for itself and
on behalf of its Nations Blue Chip Master Portfolio and Nations Strategic Growth
Master Portfolio.
WHEREAS, the Trust is an open-end management investment company
registered with the Securities and Exchange Commission (the "SEC") under the
Investment Company Act of 1940, as amended (the "1940 Act");
WHEREAS, the parties desire that the Fund Assets and Liabilities (as
defined below) of the Trust's Nations Blue Chip Master Portfolio (the "Acquired
Fund") be conveyed to and, acquired and assumed, by the Trust's Nations
Strategic Growth Master Portfolio (the "Acquiring Fund") in exchange for
interests of equal U.S. dollar value of the Acquiring Fund which shall
thereafter promptly be distributed to the interestholders of the Acquired Fund
in connection with its liquidation as described in this Agreement and set forth
in Schedule A attached hereto (such acquisition and assumption of the Acquired
Fund's Fund Assets and Liabilities by the Acquiring Fund the "Reorganization");
WHEREAS, the parties intend that the Reorganization qualify as a
tax-free transaction for federal income tax purposes; and
WHEREAS, the parties intend for this Agreement to amend and restate in
its entirety that certain Agreement and Plan of Reorganization entered into by
the parties as of January 1, 2002.
NOW, THEREFORE, in accordance with the terms and conditions described
herein, the Acquired Fund and Acquiring Fund shall be consolidated as follows:
1. Conveyance of Fund Assets and Liabilities of the Acquired Fund.
(a) Except as provided below, at the Effective Time of the
Reorganization (as defined in Section 7) all assets of every
kind, and all interests, rights, privileges and powers of the
Acquired Fund (the "Fund Assets"), subject to all liabilities
of the Acquired Fund existing as of the Effective Time of the
Reorganization (the "Liabilities"), shall be transferred by
the Acquired Fund to the Acquiring Fund and shall be accepted
and assumed by the Acquiring Fund, as more particularly set
forth in this Agreement, such that at and after the Effective
Time of the Reorganization: (i) all Fund Assets of the
Acquired Fund shall become the assets of the Acquiring Fund;
and (ii) all Liabilities of the Acquired Fund shall attach to
the Acquiring Fund, enforceable against the Acquiring Fund to
the same extent as if originally incurred by the Acquiring
Fund.
(b) It is understood and agreed that the Fund Assets shall include
all property and assets of any nature whatsoever, including,
without limitation, all cash, cash equivalents, securities,
claims (whether absolute or contingent, known or unknown,
accrued or unaccrued) and receivables (including dividend and
interest receivables) owned or exercisable by the Acquired
Fund, and any deferred or prepaid expenses shown as an asset
on the Acquired Fund's books, that the Liabilities of the
Acquired Fund shall include all liabilities, whether known or
unknown, accrued or unaccrued, absolute or contingent, in all
cases, existing at the Effective Time of the Reorganization.
(c) At least fifteen (15) business days prior to the Closing Date
(as defined in Section 7), the Acquired Fund will provide to,
or cause to be provided to, the Acquiring Fund, a schedule of
its securities, other assets and its known liabilities. It is
understood and agreed that the Acquired Fund may sell any of
the securities or other assets shown on such schedule prior to
the Effective Time of the Reorganization but will not, without
the
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prior approval of the Acquiring Fund, acquire any additional
securities other than securities that the Acquiring Fund is
permitted to purchase in accordance with its stated
investment objective and policies. At least ten (10)
business days prior to the Closing Date, the Acquiring Fund
will advise the Acquired Fund of any investments of the
Acquired Fund shown on such schedule that the Acquiring Fund
would not be permitted to hold, pursuant to its stated
investment objective and policies or otherwise. The Acquired
Fund, if requested by the Acquiring Fund, will dispose of
any such securities prior to the Closing Date to the extent
practicable and consistent with applicable legal
requirements. In addition, if it is determined that the
investment portfolios of the Acquired Fund and the Acquiring
Fund, when aggregated, would contain investments exceeding
certain percentage limitations applicable to the Acquiring
Fund, the Acquired Fund, if requested by the Acquiring Fund,
will dispose of a sufficient amount of such investments as
may be necessary to avoid violating such limitations as of
the Effective Time of the Reorganization.
(d) The Fund Assets shall be transferred and conveyed to the
Acquiring Fund on the following basis:
(1) In exchange for the transfer of the Fund Assets, the
Acquiring Fund shall simultaneously issue to the Acquired
Fund at the Effective Time of the Reorganization full and
fractional interests of the Acquiring Fund, as set forth
in Schedule A attached hereto, having an aggregate net
asset value equal to the net value of the Fund Assets
minus Liabilities so conveyed and assumed, all determined
in accordance with this Agreement. In this regard, the
number of full and fractional interests of the Acquiring
Fund delivered to the Acquired Fund shall be determined by
dividing the value of the Fund Assets minus Liabilities,
computed in the manner and as of the time and date set
forth in this Agreement, by the net asset value of one
Acquiring Fund interest, computed in the manner and as of
the time and date set forth in this Agreement.
(2) The net asset value of interests to be delivered by the
Acquiring Fund, and the net value of the Fund Assets minus
Liabilities to be conveyed by the Acquired Fund and
assumed by the Acquiring Fund, shall, in each case, be
determined as of the Valuation Time as defined in Section
3. The net asset value of interests of the Acquiring Fund
shall be computed in accordance with its then current
valuation procedures. In determining the value of the Fund
Assets, each security to be included in the Fund Assets
shall be priced in accordance with the Acquiring Fund's
then current valuation procedures.
2. Liquidation of the Acquired Fund. At the Effective Time of the
Reorganization, the Acquired Fund shall make a liquidating
distribution to its interestholders as follows: Interestholders
of record of the Acquired Fund shall be credited with full and
fractional interests of the respective interests that are issued
by the Acquiring Fund in connection with the Reorganization
corresponding to the Acquired Fund interests that are held of
record by the interestholder at the Effective Time of the
Reorganization. Each such interestholder also shall have the
right to receive any unpaid dividends or other distributions
which were declared before the Effective Time of the
Reorganization with respect to the Acquired Fund interests that
are held of record by the interestholder at the Effective Time of
the Reorganization, and the Trust shall record on its books the
ownership of the Acquiring Fund interests by such interestholders
(the "Transferor Record Holders"). All of the issued and
outstanding interests of the Acquired Fund at the Effective Time
of the Reorganization shall be redeemed and canceled on the books
of the Trust at such time. As soon as reasonably possible after
the Effective Time of the Reorganization, the Trust shall wind up
the affairs of the Acquired Fund and shall file any final
regulatory reports, including but not limited to any Form N-SAR
and
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Rule 24f-2 filings, with respect to the Acquired Fund, and also
shall take all other steps as are necessary and proper to effect
the termination or declassification of the Acquired Fund in
accordance with all applicable laws.
3. Valuation Time. The "Valuation Time" shall be the time as of which
the net asset value of the interests of the Acquired Fund and the
Acquiring Fund is determined pursuant to their respective
valuation procedures on the Closing Date or such earlier or later
time as may be mutually agreed to in writing by the parties
hereto.
4. Certain Representations, Warranties and Agreements of the Trust on
behalf of the Acquired Fund. The Trust, for itself and, where
appropriate, on behalf of the Acquired Fund, represents and
warrants to, and agrees with, the Trust, on behalf of the
Acquiring Fund as follows, with such representations, warranties
and agreements made on behalf of the Acquired Fund on a several
(and not joint, or joint and several) basis:
(a) The Trust is a business trust, duly established, validly
existing and in good standing under the laws of the State of
Delaware. The Trust is registered with the SEC as an open-end
management investment company under the 1940 Act, and such
registration is in full force and effect.
(b) The Trust has the power to own all of its properties and
assets and to consummate the transactions contemplated herein,
and has all necessary federal, state and local authorizations
to carry on its business as now being conducted and to
consummate the transactions contemplated by this Agreement.
(c) This Agreement has been duly authorized by the Board of
Trustees of the Trust on behalf of the Acquired Fund, and has
been executed and delivered by duly authorized officers of the
Trust, and represents a valid and binding contract,
enforceable in accordance with its terms, subject as to
enforcement to bankruptcy, insolvency, reorganization,
arrangement, moratorium, and other similar laws of general
applicability relating to or affecting creditors' rights and
to general equity principles. The execution and delivery of
this Agreement does not, and, subject to the approval of
interestholders referred to in Section 6, the consummation of
the transactions contemplated by this Agreement will not,
violate the Declaration of Trust or the By-Laws of the Trust,
or any material agreement or arrangement to which the Trust is
a party or by which it is bound.
(d) The Acquired Fund has continued to qualify as a separate
partnership (and not a publicly traded partnership) for
federal income tax purpose since its date for formation and
shall continue to so qualify until its liquidation.
(e) The Trust has valued, and will continue to value, the
portfolio securities and other assets of the Acquired Fund in
accordance with applicable legal requirements.
(f) All of the issued and outstanding interests of the Trust's
Acquired Fund have been validly issued and are fully paid and
non-assessable, and were offered for sale and sold in
conformity with the registration requirements of all
applicable federal and state securities laws.
(g) The Trust shall operate the business of the Acquired Fund in
the ordinary course between the date hereof and the Effective
Time of the Reorganization, except that the Trust shall
complete all measures in respect of the Acquired Fund prior to
the Effective Time of the Reorganization to ensure that the
Reorganization qualifies as a "reorganization" within the
meaning of Section 368(a) of the Code, regardless of whether
such measures are in the ordinary course. It is understood
that such ordinary course of business will include the
declaration and payment of customary dividends and
distributions and any other dividends and distributions deemed
advisable in anticipation of the Reorganization.
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Notwithstanding anything herein to the contrary, the Trust
shall take all appropriate action necessary in order for the
Trust to receive the opinion provided for in Section 8(f).
(h) At the Effective Time of the Reorganization, the Trust's
Acquired Fund will have good and marketable title to the Fund
Assets and full right, power and authority to assign, deliver
and otherwise transfer such assets.
(i) At the Effective Time of the Reorganization, all federal and
other tax returns and reports of the Acquired Fund required by
law to have been filed by such time shall have been filed, and
all federal and other taxes shall have been paid so far as
due, or provision shall have been made for the payment thereof
and, to the best knowledge of management of the Trust, no such
return or report shall be currently under audit and no
assessment shall have been asserted with respect to such
returns or reports.
(j) As soon after the Closing Date as is reasonably practicable,
the Trust, on behalf of the Acquired Fund shall prepare and
file (on a timely basis) all federal and other tax returns and
reports of the Acquired Fund required by law to be filed with
respect to all periods ending on or before the Closing Date
but not theretofore filed.
5. Certain Representations, Warranties and Agreements of the Trust on
behalf of the Acquiring Fund. The Trust, on behalf of itself and
where appropriate, on behalf of the Acquiring Fund, represents and
warrants to, and agrees with, the Trust on behalf of the Acquired
Fund as follows, with such representations, warranties and
agreements made on behalf of the Acquiring Fund on a several (and
not joint, or joint and several) basis:
(a) The Trust is a statutory business trust duly formed, validly
existing and in good standing under the laws of the State of
Delaware and is registered with the SEC as an open-end
management investment company under the 1940 Act and such
registration is in full force and effect.
(b) The Trust has the power to own all of its properties and
assets and to consummate the transactions contemplated herein,
and has all necessary federal, state and local authorizations
to carry on its business as now being conducted and to
consummate the transactions contemplated by this Agreement.
(c) This Agreement has been duly authorized by the Board of
Trustees of the Trust on behalf of the Acquiring Fund, and
executed and delivered by duly authorized officers of the
Trust, and represents a valid and binding contract,
enforceable in accordance with its terms, subject as to
enforcement to bankruptcy, insolvency, reorganization,
arrangement, moratorium and other similar laws of general
applicability relating to or affecting creditors' rights and
to general equity principles. The execution and delivery of
this Agreement does not, and the consummation of the
transactions contemplated by this Agreement will not, violate
the Amended and Restated Declaration of Trust or the By-Laws
of the Trust or any material agreement or arrangement to which
it is a party or by which it is bound.
(d) The Acquiring Fund has continued to qualify as a separate
partnership (and not a publicly traded partnership) for
federal income tax purpose since its date of formation and
intends to continue to so qualify.
(e) The Trust has valued, and will continue to value, the
portfolio securities and other assets of the Acquiring Fund in
accordance with applicable legal requirements.
(f) The interests of the Acquiring Fund to be issued and delivered
to the Acquired Fund for the account of the interestholders of
the Acquired Fund, pursuant to the terms hereof, shall have
been duly authorized as of the Effective Time of the
Reorganization and, when
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so issued and delivered, shall be duly and validly issued,
fully paid and non-assessable, and no interestholder of the
Acquiring Fund shall have any preemptive right of
subscription or purchase in respect thereto.
(g) All of the issued and outstanding interests of the Acquiring
Fund have been validly issued and are fully paid and
non-assessable, and were offered for sale and sold in
conformity with the registration requirements of all
applicable federal and state securities laws.
(h) The Trust shall operate the business of the Acquiring Fund in
the ordinary course between the date hereof and the Effective
Time of the Reorganization, it being understood that such
ordinary course of business will include the declaration and
payment of customary dividends and distributions and any other
dividends and distributions deemed advisable in anticipation
of the Reorganization. Notwithstanding anything herein to the
contrary, the Trust shall take all appropriate action
necessary in order for the Trust to receive the opinion
provided for in Section 9(d).
(i) At the Effective Time of the Reorganization, all federal and
other tax returns and reports of the Acquiring Fund required
by law to have been filed by such time shall have been filed,
and all federal and other taxes shall have been paid so far as
due, or provision shall have been made for the payment thereof
and, to the best knowledge of management of the Trust, no such
return or report shall be currently under audit and no
assessment shall have been asserted with respect to such
returns or reports.
6. Interestholder Action. The Secretary of the Trust has been
instructed to either accept an interestholder consent in lieu of
special meeting, or call a special meeting of the interestholders
of the Acquired Fund for the purpose of considering and voting
upon:
(a) approval of this Agreement and the Reorganization
contemplated hereby; and
(b) such other matters as may be determined by the Board of
Trustees of the Trust.
7. Closing Date, Effective Time of the Reorganization. The "Closing
Date" shall be May 10, 2002, or such earlier or later date as may
be mutually agreed in writing by the parties hereto. Delivery of
the Fund Assets and interests of the Acquiring Fund to be issued
pursuant to Section 1 and the liquidation of the Acquired Fund
pursuant to Section 2 shall occur on the day following the
Closing Date, whether or not such day is a business day, or on
such other date, and at such place and time, as may be mutually
agreed in writing, by the parties hereto. The date and time at
which such actions are taken are referred to herein as the
"Effective Time of the Reorganization." To the extent any Fund
Assets are, for any reason, not transferred at the Effective Time
of the Reorganization, the Trust shall cause such Fund Assets to
be transferred in accordance with this Agreement at the earliest
practicable date thereafter.
8. Conditions to the Trust's Obligations on Behalf of the Acquiring
Fund. The obligations of the Trust hereunder shall be subject to
the following conditions precedent:
(a) This Agreement and the Reorganization shall have been
approved by the Board of Trustees of the Trust and by a
requisite vote of the interestholders of the Acquired Fund
in the manner required by the Trust's Declaration of Trust,
By-Laws, applicable law and this Agreement.
(b) All representations and warranties of the Trust made in this
Agreement shall be true and correct in all material respects
as if made at and as of the Valuation Time and the Effective
Time of the Reorganization.
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(c) The Trust shall have delivered to the Trust a statement of
assets and liabilities of the Acquired Fund, showing the tax
basis of such assets for federal income tax purposes by lot
and the holding periods of such assets, as of the Valuation
Time.
(d) The Trust shall have duly executed and delivered to the
Trust such bills of sale, assignments, certificates and
other instruments of transfer ("Transfer Documents") as the
Trust may deem necessary or desirable to transfer all of the
Acquired Fund's rights, title and interest in and to the
Fund Assets.
(e) The Trust shall have delivered a certificate executed in its
name executed by an appropriate officer, in a form
reasonably satisfactory to the Trust and dated as of the
Closing Date, to the effect that the representations and
warranties of the Trust on behalf of the Acquired Fund made
in this Agreement are true and correct at and as of the
Valuation Time and that, to the best of its knowledge, the
Fund Assets include only assets which the Acquiring Fund may
properly acquire under its investment objectives, policies
and limitations and may otherwise be lawfully acquired by
the Acquiring Fund.
(f) The Trust shall have received an opinion of ▇▇▇▇▇▇▇▇ &
▇▇▇▇▇▇▇▇ LLP, upon which the Acquiring Fund and its
interestholders may rely, based upon representations made in
certificates provided by the Trust, and/or its affiliates
and/or principal interestholders of the Acquired Fund to
▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP, addressed to the Trust in a form
reasonably satisfactory to it, and dated as of the Closing
Date, substantially to the effect that, for federal income
tax purposes:
(i) The Reorganization will not be taxable to the Acquiring
Fund, the Acquired Fund or their respective
interestholders;
(ii) The basis of the Acquired Fund's assets received by the
Acquiring Fund pursuant to the Reorganization will be
the same as the basis of those assets in the hands of
the Acquired Fund immediately prior to the
Reorganization;
(iii) The Acquiring Fund's holding period in the Acquired
Fund's assets transferred in the Reorganization will
include the period for which such assets have been held
by the Acquired Fund; and
(iv) The basis of the Acquiring Fund interests received by
the interestholders of the Acquired Fund will be the
same as the basis of the Acquired Fund interests
surrendered by such interestholders pursuant to the
Reorganization.
(g) No action, suit or other proceeding shall be threatened or
pending before any court or governmental agency in which it
is sought to restrain or prohibit, or obtain damages or
other relief in connection with, this Agreement or the
transactions contemplated herein.
(h) The SEC shall not have issued any unfavorable advisory
report under Section 25(b) of the 1940 Act nor instituted
any proceeding seeking to enjoin consummation of the
transactions contemplated by this Agreement under Section
25(c) of the 1940 Act.
(i) The Trust on behalf of the Acquired Fund shall have
performed and complied in all material respects with each of
its agreements and covenants required by this Agreement to
be performed or complied with by it prior to or at the
Valuation Time and the Effective Time of the Reorganization.
(j) The Trust shall have received a duly executed instrument
whereby the Acquiring Fund assumes all of the liabilities of
the Trust's Acquired Fund.
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(k) Except to the extent prohibited by Rule 19b-1 under the 1940
Act, prior to the Valuation Time, the Acquired Fund shall
have declared one or more distributions, with a record date
and ex-distribution date prior to the Valuation Time, which,
together with all previous distributions, shall have the
effect of distributing to its interestholders all of its
previously undistributed (i) "investment company taxable
income" within the meaning of Section 852(b) of the Code
(determined without regarding Section 852(b)(2)(D) of the
Code), (ii) excess of (A) the amount specified in Section
852(a)(1)(B)(i) of the Code over (B) the amount specified in
Section 852(a)(1)(B)(ii) of the Code, and (iii) "net capital
gain" (within the meaning of Section 1222(11) of the Code),
if any, realized in taxable periods or years ending on or
before Effective Time, in all cases determined as if the
Acquired Fund has at all times qualified as a "regulated
investment company" under the Code.
9. Conditions to the Trust's Obligations on behalf of the Acquired
Fund. The obligations of the Trust hereunder shall be subject to
the following conditions precedent:
(a) This Agreement and the Reorganization shall have been
approved by the Board of Trustees of the Trust on behalf of
the Acquiring Fund.
(b) All representations and warranties of the Trust made in this
Agreement shall be true and correct in all material respects
as if made at and as of the Valuation Time and the Effective
Time of the Reorganization.
(c) The Trust shall have delivered a certificate executed in its
name by an appropriate officer, in a form reasonably
satisfactory to the Trust and dated as of the Closing Date,
to the effect that the representations and warranties of the
Acquiring Fund made in this Agreement are true and correct
at and as of the Valuation Time.
(d) The Trust shall have received an opinion of ▇▇▇▇▇▇▇▇ &
▇▇▇▇▇▇▇▇ LLP, upon which the Acquired Fund and its
interestholders may rely, based upon representations made in
certificates provided by the Trust, and/or its affiliates
and/or principal interestholders of the Acquiring Fund to
▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP, addressed to the Trust in a form
reasonably satisfactory to it, and dated as of the Closing
Date, substantially to the effect that, for federal income
tax purposes:
(i) The Reorganization will not be taxable to the Acquiring
Fund, the Acquired Fund or their respective
interestholders;
(ii) The basis of the Acquired Fund's assets received by the
Acquiring Fund pursuant to the Reorganization will be
the same as the basis of those assets in the hands of
the Acquired Fund immediately prior to the
Reorganization;
(iii) The Acquiring Fund's holding period in the Acquired
Fund's assets transferred in the Reorganization will
include the period for which such assets have been held
by the Acquired Fund; and
(iv) The basis of the Acquiring Fund interests received by
the interestholders of the Acquired Fund will be the
same as the basis of the Acquired Fund interests
surrendered by such interestholders pursuant to the
Reorganization.
(e) No action, suit or other proceeding shall be threatened or
pending before any court or governmental agency in which it
is sought to restrain or prohibit or obtain damages or other
relief in connection with this Agreement or the transactions
contemplated herein.
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(f) The SEC shall not have issued any unfavorable advisory
report under Section 25(b) of the 1940 Act nor instituted
any proceeding seeking to enjoin consummation of the
transactions contemplated by this Agreement under Section
25(c) of the ▇▇▇▇ ▇▇▇.
(g) The Trust on behalf of the Acquiring Fund shall have
performed and complied in all material respects with each of
its agreements and covenants required by this Agreement to
be performed or complied with by it prior to or at the
Valuation Time and the Effective Time of the Reorganization.
10. Tax Matters
(a) The Trust hereby represents and warrants and that each shall
use its best efforts to cause the Reorganization to qualify,
and will not (whether before or after consummation of the
Reorganization) take any actions that could prevent the
Reorganization from qualifying, as a tax-free transaction
for federal income tax purposes.
(b) Except where otherwise required by law, the parties shall
not take a position on any tax returns inconsistent with the
treatment of the Reorganization for federal income tax
purposes as a tax-free transaction.
11. Survival of Representations and Warranties. The representations
and warranties of the Trust on behalf of the Acquiring Fund and
the Trust on behalf of the Acquired Fund set forth in this
Agreement shall survive the delivery of the Fund Assets to the
Acquiring Fund and the issuance of the interests of the Acquiring
Fund at the Effective Time of the Reorganization to the Acquired
Fund interestholders.
12. Termination of Agreement. This Agreement may be terminated by a
party at or, in the case of Subsection 12(c), below, at any time
prior to, the Effective Time of the Reorganization by a vote of a
majority of its Board members as provided below:
(a) By the Trust on behalf of its Acquiring Fund if the
conditions set forth in Section 8 are not satisfied as
specified in said Section;
(b) By the Trust on behalf of its Acquired Fund if the
conditions set forth in Section 9 are not satisfied as
specified in said Section;
(c) By mutual written consent of the Trust and the Trust.
13. Governing Law. This Agreement and the transactions contemplated
hereby shall be governed, construed and enforced in accordance
with the laws of the State of Delaware, except to the extent
preempted by federal law.
14. Brokerage Fees and Expenses.
(a) The Trust represents and warrants that there are no brokers or
finders entitled to receive any payments in connection with
the transactions provided for herein.
(b) The Acquiring Fund will be responsible for the expenses
related to entering into and carrying out the provisions of
this Agreement, whether or not the transactions contemplated
hereby are consummated. To the extent that such expenses
exceed contractual total operating expense ratio caps in place
for the Acquiring Fund, Banc of America Advisors, LLC or any
of its affiliates will bear such excess expenses.
15. Amendments. This Agreement may be amended, modified or
supplemented in such manner as may be mutually agreed upon in
writing by the authorized officers of the Trust, acting on behalf
of the Acquired Fund or the Trust, acting on
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behalf of the Acquiring Fund; provided, however, that following
the meeting of the interestholders of the Acquired Fund or the
acceptance by the Secretary of an interestholder consent in lieu
of special meeting, no such amendment may have the effect of
changing the provisions for determining the number of interests
of the Acquiring Fund to be issued to the Transferor Record
Holders under this Agreement to the detriment of such Transferor
Record Holders, or otherwise materially and adversely affecting
the Acquired Fund, without the Acquired Fund obtaining its
interestholders' further approval:
(a) At any time prior to or (to the fullest extent permitted by
law) after approval of this Agreement by the interestholders
of the Acquired Fund, the Trust on behalf of the Acquired
Fund, may waive any breach by the Trust, on behalf of the
Acquiring Fund, or the failure to satisfy any of the
conditions to its obligations (such waiver to be in writing
and signed by an officer of such registered investment
company);
(b) At any time prior to or (to the fullest extent permitted by
law) after approval of this Agreement by the interestholders
of the Acquired Fund, the Trust, on behalf of the Acquiring
Fund, may waive any breach by the Trust on behalf of the
Acquired Fund, or the failure to satisfy any of the conditions
to either of their obligations (such waiver to be in writing
and signed by an officer of such registered investment
company).
16. Miscellaneous. The Reorganization of the Acquired Fund into the
Acquiring Fund (including the representations and warranties and
conditions precedent made or required to occur in connection
therewith) shall not be conditioned on any other Reorganization
contemplated either under this Agreement or any other agreement
and plan of reorganization.
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IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed by their duly authorized officers designated below as of the date first
written above.
NATIONS MASTER INVESTMENT TRUST
On behalf of the Acquired Fund
identified on Schedule A
By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇, ▇▇.
-------------------------
▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇, ▇▇.
Secretary and Treasurer
NATIONS MASTER INVESTMENT TRUST
On behalf of the Acquiring Fund
identified on Schedule A
By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇, ▇▇.
-------------------------
▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇, ▇▇.
Secretary and Treasurer
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SCHEDULE A
INTERESTHOLDERS OWNING INTERESTS OF THE FOLLOWING WOULD RECEIVE INTERESTS OF THE FOLLOWING
ACQUIRED FUND OF THE TRUST: ACQUIRING FUND OF THE TRUST:
Nations Blue Chip Master Portfolio -> Nations Strategic Growth Master Portfolio
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