EXHIBIT (23)(d)(vi)
INVESTMENT ADVISORY AGREEMENT
BETWEEN
WT INVESTMENT TRUST I
AND
XXXXXXXXX & COMPANY LLC
THIS AGREEMENT is made this ______ day of _____________, _____, by and
between WT Investment Trust I, a Delaware business trust (the "Fund"), and
Xxxxxxxxx & Company LLC, a Georgia limited liability company (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:
Section 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.
Section 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.
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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
Series and its investment activities.
Section 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.
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.
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Section 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.
Section 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 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;
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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.
Section 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 Series' name in Schedule
A attached hereto. The aggregate of such advisory fees for all Series shall be
payable monthly as soon as practicable after the last day of each month based
on each Series' average daily net assets.
Section 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 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"
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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.
Section 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 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.
Section 9. 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 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.
Section 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.
Section 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 Series in the manner
required by the 1940 Act and the rules thereunder.
Section 12. 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.
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Section 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.
Section 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.
Section 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.
Section 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.
[Signature Page Follows]
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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 INVESTMENT TRUST I
By: __________________________________
Name: ________________________________
Title: _______________________________
XXXXXXXXX & COMPANY LLC
By: __________________________________
Name: ________________________________
Title: _______________________________
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SCHEDULE A
INVESTMENT ADVISORY AGREEMENT
DATED _____________
SERIES ANNUAL FEE AS A % OF AVERAGE DAILY NET ASSETS
------ ---------------------------------------------
Real Estate Series 0.35%
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