EXHIBIT 23(d)(ix)
FORM OF INVESTMENT ADVISORY AGREEMENT
BETWEEN
WT MUTUAL FUND
AND
XXXXXX SQUARE MANAGEMENT CORPORATION
AGREEMENT made this 1st day of July, 2003, by and between WT Mutual
Fund, a Delaware business 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 (the
"Series"), 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 Series of the Fund, and to have that investment adviser provide or perform
for the Series 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 Series 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 Series 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 Series, subject to and in accordance with the Series' 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
Series, securities and other investments consistent with the Series' 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-l(c)(l).
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.
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 Series 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 Series, and for the selection of the
markets on or in which the transactions will be executed.
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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 Series' 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 Series 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 Series with research, analysis, advice and
similar services to execute portfolio transactions on behalf of the Series, 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 Series and its other clients and that the total commissions
paid by such Series will be reasonable in relation to the benefits to the Series
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 Series' total brokerage and
portfolio transaction activities and the manner in which that business was
allocated.
4. DELEGATION OF ADVISER'S OBLIGATIONS AND SERVICES. With respect
to any or all Series, 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;
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B. fees payable for accounting services;
C. the cost of obtaining quotations for calculating the
value of the assets of each Series;
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;
P. service fees payable by each Series to the
distributor for providing personal services to the shareholders of each Series
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. ACTIVITIES AND AFFILIATES OF THE ADVISER.
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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 Series 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 Series may have an interest. The
Adviser shall have no obligation to recommend for any Series 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 Series 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 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.
7. 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 Series 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.
8. EFFECTIVE DATE; TERM. This Agreement shall become effective on
the date first written above and shall remain in force for a period of two years
from such date, and from year
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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.
9. 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.
10. 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 Series in the manner required by the
1940 Act and the rules thereunder.
11. TERMINATION. This Agreement:
A. may at any time be terminated without payment of any
penalty by the Fund with respect to any Series (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
C. may be terminated with respect to any Series by the
Adviser on sixty (60) days' written notice to the Fund.
12. 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.
13. NOTICE. Any notice under this Agreement shall be given in
writing a ddressed and delivered or mailed postage prepaid to the other party to
this Agreement at its principal place of business.
14. 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.
15. 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.
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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: ________________________________
Name: ______________________________
Title: _____________________________
XXXXXX SQUARE MANAGEMENT CORPORATION
By: ________________________________
Name:_______________________________
Title: _____________________________
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SCHEDULE A
DATED JULY 1, 2003
TO
INVESTMENT ADVISORY AGREEMENT
DATED JULY 1, 2003
BETWEEN
WT MUTUAL FUND
AND
XXXXXX SQUARE MANAGEMENT CORPORATION
Large Cap Strategic Allocation Fund
Mid Cap Strategic Allocation Fund
Small Cap Strategic Allocation Fund
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