EXHIBIT 23(D)(1)(A)
EXECUTION COPY
INVESTMENT ADVISORY AGREEMENT
BETWEEN
WT MUTUAL FUND
AND
XXXXXX SQUARE MANAGEMENT CORPORATION
AGREEMENT made this 1st day of July, 2005, by and between WT Mutual Fund, a
Delaware statutory trust (hereinafter called the "Fund"), and Xxxxxx Square
Management Corporation, a corporation organized under the laws of the state of
Delaware (hereinafter called the "Adviser").
WHEREAS, the Fund is registered under the Investment Company Act of 1940,
as amended (the "1940 Act"), as an open-end management investment company, and
offers for sale distinct series of shares of beneficial interest (each, a
"Portfolio" and collectively, the "Portfolios"), each corresponding to a
distinct portfolio; and
WHEREAS, the Fund desires to avail itself of the services, information,
advice, assistance and facilities of an investment adviser on behalf of one or
more Portfolios of the Fund, and to have that investment adviser provide or
perform for the Portfolios various research, statistical and investment
services; and
WHEREAS, the Adviser is willing to furnish such services to the Fund with
respect to each of the Portfolios listed on Schedule A to this Agreement on the
terms and conditions hereinafter set forth;
NOW, THEREFORE, in consideration of the promises and the mutual covenants
herein contained, it is agreed between the parties as follows:
1. EMPLOYMENT OF THE ADVISER. The Fund hereby employs the Adviser to invest
and reinvest the assets of the Portfolios in the manner set forth in Section 2
of this Agreement subject to the direction of the Trustees and the officers of
the Fund, for the period, in the manner, and on the terms set forth hereinafter.
The Adviser hereby accepts such employment and agrees during such period to
render the services and to assume the obligations herein set forth. The Adviser
shall for all purposes herein be deemed to be an independent contractor and
shall, except as expressly provided or authorized (whether herein or otherwise),
have no authority to act for or represent the Fund in any way or otherwise be
deemed an agent of the Fund.
2. OBLIGATIONS OF, AND SERVICES TO BE PROVIDED BY, THE ADVISER. The Adviser
undertakes to provide the services hereinafter set forth and to assume the
following obligations:
A. INVESTMENT ADVISORY SERVICES.
(i) The Adviser shall direct the investments of each Portfolio,
subject to and in accordance with the Portfolio's investment objective,
policies and limitations as provided in its Prospectus and Statement of
Additional Information (the "Prospectus") and other governing instruments,
as amended from time to time, and any other directions and policies which
the Trustees may issue to the Adviser from time to time.
(ii) The Adviser is authorized, in its discretion and without prior
consultation with the Fund, to purchase and sell for each Portfolio,
securities and other investments consistent with the Portfolio's objectives
and policies.
B. CORPORATE MANAGEMENT SERVICES.
(i) The Adviser shall furnish for the use of the Fund office space and
all office facilities, equipment and personnel necessary for servicing the
investments of the Fund.
(ii) The Adviser shall pay the salaries of all personnel of the Fund
and the Adviser performing services relating to research, statistical and
investment activities on behalf of the Fund.
C. PROVISION OF INFORMATION NECESSARY FOR PREPARATION OF REGISTRATION
STATEMENT, AMENDMENTS AND OTHER MATERIALS. The Adviser will make available
and provide such information as the Fund and/or its administrator may
reasonably request for use in the preparation of its registration
statement, reports and other documents required by any applicable federal,
foreign or state statutes or regulations.
D. CODE OF ETHICS. The Adviser has adopted a written code of ethics
complying with the requirements of Rule 17j-1 under the 1940 Act and
Section 204A of the Investment Advisers Act of 1940 and will provide the
Fund and its administrator, on the date of this Agreement, a copy of the
code of ethics. Within forty-five (45) days of the end of the last calendar
quarter of each year while this Agreement is in effect, an executive
officer of the Adviser shall certify to the Trustees that the Adviser has
complied with the requirements of Rule 17j-1 and Section 204A during the
previous year and that there has been no violation of the Adviser's code of
ethics or, if such a violation has occurred, that appropriate action was
taken in response to such violation. Upon the written request of the Fund
or its administrator, the Adviser shall permit the Fund or its
administrator to examine the reports required to be made to the Adviser by
Rule 17j-1(c)(1).
E. DISQUALIFICATION. The Adviser shall immediately notify the Trustees
of the occurrence of any event which would disqualify the Adviser from
serving as an investment adviser of an investment company pursuant to
Section 9 of the 1940 Act or any other applicable statute or regulation.
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F. OTHER OBLIGATIONS AND SERVICES. The Adviser shall make its officers
and employees available to the Trustees and officers of the Fund for
consultation and discussion regarding the management of each Portfolio and
its investment activities.
3. EXECUTION AND ALLOCATION OF PORTFOLIO BROKERAGE.
A. The Adviser, subject to the control and direction of the Trustees,
shall have authority and discretion to select brokers and dealers to
execute portfolio transactions for each Portfolio, and for the selection of
the markets on or in which the transactions will be executed.
B. In acting pursuant to Section 3A, the Adviser will place orders
through such brokers or dealers in conformity with the portfolio
transaction policies set forth in the Fund's registration statement.
C. It is understood that neither the Fund nor the Adviser will adopt a
formula for allocation of a Portfolio's brokerage.
D. It is understood that the Adviser may, to the extent permitted by
applicable laws and regulations, aggregate securities to be sold or
purchased for any Portfolio and for other clients of the Adviser in order
to obtain the most favorable price and efficient execution. In that event,
allocation of the securities purchased or sold, as well as expenses
incurred in the transaction, will be made by the Adviser in the manner it
considers to be the most equitable and consistent with its fiduciary
obligations to the Fund and to its other clients.
E. It is understood that the Adviser may, in its discretion, use
brokers who provide a Portfolio with research, analysis, advice and similar
services to execute portfolio transactions on behalf of the Portfolio, and
the Adviser may pay to those brokers in return for brokerage and research
services a higher commission than may be charged by other brokers, subject
to the Adviser determining in good faith that such commission is reasonable
in terms either of the particular transaction or of the overall
responsibility of the Adviser to the Portfolio and its other clients and
that the total commissions paid by such Portfolio will be reasonable in
relation to the benefits to the Portfolio over the long term.
F. It is understood that the Adviser may use brokers who (i) are
affiliated with the Adviser provided that no such broker will be utilized
in any transaction in which such broker acts as principal; and (ii) the
commissions, fees or other remuneration received by such brokers is
reasonable and fair compared to the commissions fees or other remuneration
paid to other brokers in connection with comparable transactions involving
similar securities being purchased or sold during a comparable period of
time.
G. The Adviser shall provide such reports as the Trustees may
reasonably request with respect to each Portfolio's total brokerage and
portfolio transaction activities and the manner in which that business was
allocated.
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4. DELEGATION OF ADVISER'S OBLIGATIONS AND SERVICES. With respect to any or
all Portfolios, the Adviser may enter into one or more contracts ("Sub-Advisory
Agreement") with a sub-adviser in which the Adviser delegates to such
sub-adviser any or all of its obligations or services specified in Section 2 of
this Agreement, provided that each Sub-Advisory Agreement imposes on the
sub-adviser bound thereby all the duties and conditions the Adviser is subject
to under this Agreement, and further provided that each Sub-Advisory Agreement
meets all requirements of the 1940 Act and rules thereunder.
5. EXPENSES OF THE FUND. It is understood that the Fund will pay all its
expenses other than those expressly stated to be payable by the Adviser
hereunder, which expenses payable by the Fund shall include, without limitation:
A. fees payable for administrative services;
B. fees payable for accounting services;
C. the cost of obtaining quotations for calculating the value of the
assets of each Portfolio;
D. interest and taxes;
E. brokerage commissions, dealer spreads and other costs in connection
with the purchase or sale of securities;
F. compensation and expenses of its Trustees other than those who are
"interested persons" of the Fund within the meaning of the 1940 Act;
G. legal and audit expenses;
H. fees and expenses related to the registration and qualification of
the Fund and its shares for distribution under state and federal securities
laws;
I. expenses of typesetting, printing and mailing reports, notices and
proxy material to shareholders of the Fund;
J. all other expenses incidental to holding meetings of the Fund's
shareholders, including proxy solicitations therefor;
K. premiums for fidelity bond and other insurance coverage;
L. the Fund's association membership dues;
M. expenses of typesetting for printing Prospectuses;
N. expenses of printing and distributing Prospectuses to existing
shareholders;
O. out-of-pocket expenses incurred in connection with the provision of
custodial and transfer agency service;
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P. service fees payable by each Portfolio to the distributor for
providing personal services to the shareholders of each Portfolio and for
maintaining shareholder accounts for those shareholders;
Q. distribution fees; and
R. such non-recurring expenses as may arise, including costs arising
from threatened legal actions, suits and proceedings to which the Fund is a
party and the legal obligation which the Fund may have to indemnify its
Trustees and officers with respect thereto.
6. COMPENSATION OF THE ADVISER. For the services and facilities to be
furnished hereunder, the Adviser shall receive advisory fees calculated at the
annual rates listed along with each Portfolio's name in Schedule B attached
hereto. The aggregate of such advisory fees for all Portfolios shall be payable
monthly as soon as practicable after the last day of each month based on each
Portfolio's average daily net assets.
7. ACTIVITIES AND AFFILIATES OF THE ADVISER.
A. The services of the Adviser to the Fund are not to be deemed
exclusive, and the Adviser is free to render services to others and engage
in other activities; provided, however, that such other services and
activities do not, during the term of this Agreement, interfere, in a
material manner, with the Adviser's ability to meet all of its obligations
with respect to rendering services to the Fund hereunder.
B. The Fund acknowledges that the Adviser or one or more of its
"affiliated persons" may have investment responsibilities or render
investment advice to or perform other investment advisory services for
other individuals or entities and that the Adviser, its "affiliated
persons" or any of its or their directors, officers, agents or employees
may buy, sell or trade in securities for its or their respective accounts
("Affiliated Accounts"). Subject to the provisions of Section 3 of this
Agreement, the Fund agrees that the Adviser or its "affiliated persons" may
give advice or exercise investment responsibility and take such other
action with respect to Affiliated Accounts which may differ from the advice
given or the timing or nature of action with respect to the Portfolios of
the Fund, provided that the Adviser acts in good faith. The Fund
acknowledges that one or more of the Affiliated Accounts may at any time
hold, acquire, increase, decrease, dispose of or otherwise deal with
positions in investments in which one or more Portfolios may have an
interest. The Adviser shall have no obligation to recommend for any
Portfolio a position in any investment which an Affiliated Account may
acquire, and the Fund shall have no first refusal, co-investment or other
rights in respect of any such investment, either for its Portfolios or
otherwise.
C. Subject to and in accordance with the Agreement and Declaration of
Trust and By-Laws of the Fund as currently in effect and the 1940 Act and
the rules thereunder, it is understood that Trustees, officers and agents
of the Fund and shareholders of the Fund are or may be interested in the
Adviser or its "affiliated persons" as directors, officers, agents or
shareholders of the Adviser or its "affiliated
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persons"; that directors, officers, agents and shareholders of the Adviser
or its "affiliated persons" are or may be interested in the Fund as
trustees, officers, agents, shareholders or otherwise; that the Adviser or
its "affiliated persons" may be interested in the Fund as shareholders or
otherwise; and that the effect of any such interests shall be governed by
said Agreement and Declaration of Trust, By-Laws and the 1940 Act and the
rules thereunder.
8. LIABILITIES OF THE ADVISER.
A. Except as provided below, in the absence of willful misfeasance,
bad faith, gross negligence, or reckless disregard of obligations or duties
hereunder on the part of the Adviser, the Adviser shall not be subject to
liability to the Fund or to any shareholder of the Fund or its Portfolios
for any act or omission in the course of, or connected with, rendering
services hereunder or for any losses that may be sustained in the purchase,
holding or sale of any security or the making of any investment for or on
behalf of the Fund.
B. No provision of this Agreement shall be construed to protect any
Trustee or officer of the Fund, or the Adviser, from liability in violation
of Sections 17(h), 17(i), 36(a) or 36(b) of the 1940 Act.
9. EFFECTIVE DATE; TERM. This Agreement shall become effective on the date
first written above and shall remain in force for a period of one year from such
date, and from year to year thereafter, but only so long as such continuance is
specifically approved at least annually by the Board of Trustees, including the
vote of a majority of the Trustees who are not "interested persons" of the Fund,
cast in person at a meeting called for the purpose of voting on such approval,
or by vote of a majority of the outstanding voting securities. The aforesaid
provision shall be construed in a manner consistent with the 1940 Act and the
rules and regulations thereunder.
10. ASSIGNMENT. No "assignment" of this Agreement shall be made by the
Adviser, and this Agreement shall terminate automatically in event of such
assignment. The Adviser shall notify the Fund in writing in advance of any
proposed change of "control" to enable the Fund to take the steps necessary to
enter into a new advisory agreement.
11. AMENDMENT. This Agreement may be amended at any time, but only by
written agreement between the Adviser and the Fund, which amendment is subject
to the approval of the Trustees of the Fund and, where required by the 1940 Act,
the shareholders of any affected Portfolio in the manner required by the 1940
Act and the rules thereunder.
12. TERMINATION. This Agreement:
A. may at any time be terminated without payment of any penalty by the
Fund with respect to any Portfolio (by vote of the Board of Trustees of the
Fund or by "vote of a majority of the outstanding voting securities") on
sixty (60) days' written notice to the Adviser;
B. shall immediately terminate in the event of its "assignment"; and
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C. may be terminated with respect to any Portfolio by the Adviser on
sixty (60) days' written notice to the Fund.
13. DEFINITIONS. As used in this Agreement, the terms "affiliated person,"
"assignment," "control," "interested person" and "vote of a majority of the
outstanding voting securities" shall have the meanings set forth in the 1940 Act
and the rules and regulations thereunder, subject to any applicable orders of
exemption issued by the Securities and Exchange Commission.
14. NOTICE. Any notice under this Agreement shall be given in writing
addressed and delivered or mailed postage prepaid to the other party to this
Agreement at its principal place of business.
15. SEVERABILITY. 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.
16. GOVERNING LAW. To the extent that state law has not been preempted by
the provisions of any law of the United States heretofore or hereafter enacted,
as the same may be amended from time to time, this Agreement shall be
administered, construed and enforced according to the laws of the state of
Delaware.
IN WITNESS WHEREOF the parties have caused this instrument to be signed on
their behalf by their respective officers thereunto duly authorized, and their
respective seals to be hereunto affixed, all as of the date first written above.
WT MUTUAL FUND
By: /s/ Xxxxxx X. Xxxxxxxxx
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President
XXXXXX SQUARE MANAGEMENT CORPORATION
By: /s/ Xxxx X. Xxxxxx
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Xxxx X. Xxxxxx
Vice President
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