Exhibit 24 (b) (5) (ii)
INVESTMENT MANAGEMENT AGREEMENT
AGREEMENT made as of the 20th day of October, 1998, by and between WT
INVESTMENT TRUST I, a Delaware business trust (the "Fund"), and WILMINGTON TRUST
COMPANY, a Delaware corporation (the "Manager").
1. DUTIES OF ADVISOR
The Fund hereby employs the Manager to manage the investment
and reinvestment of the assets of the WT Short/Intermediate Bond Series of the
Fund (the "Series"), to continuously review, supervise and administer the
Series' investment program, to determine in its discretion, and without prior
consultation with the Fund, the securities to be purchased or sold and the
portion of the Series' assets to be uninvested, to provide the Fund with records
concerning the Manager's activities which the Fund is required to maintain, and
to render regular reports to the Fund's officers and the Board of Trustees of
the Fund, all in compliance with the Series' investment objective, policies and
limitations set forth in the Fund's registration statement and applicable laws
and regulations. Subject to compliance with the requirements of the Investment
Company Act of 1940 (the "1940 Act"), the Manager may retain, at the Manager's
own expense, one or more sub-advisers to the Series. The Manager accepts such
employment and agrees to provide, at its own expense, the office space,
furnishings and equipment and the personnel required by it to perform the
services described herein on the terms and for the compensation provided herein.
2. SERIES TRANSACTIONS
The Manager is authorized to select the brokers or dealers
that will execute the purchases and sales of portfolio securities for the Series
in accordance with the policies with respect to portfolio transactions set forth
in the Fund's registration statement, and is directed to use its best efforts to
obtain the best available price and most favorable execution, except as
prescribed herein.
It is understood that neither the Fund nor the Manager will
adopt a formula for the allocation of Series brokerage. It is further understood
that the Manager may, in its discretion, use brokers who provide the Series with
research, analysis, advice and similar services to execute portfolio
transactions on behalf of the Series, and the Manager 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 Manager determining in good faith that
such commission is reasonable in terms either of the particular transaction or
of the overall responsibility of the Manager 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.
It is understood that the Manager may, to the extent permitted
by applicable laws and regulations, aggregate securities to be sold or purchased
for any Series and for other clients 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
Manager in the manner it considers to be the most equitable and consistent with
its fiduciary obligations to the Fund and to its other clients.
The Manager will promptly communicate to the officers and
trustees of the Fund such information relating to transactions for the Series as
they may reasonably request.
3. COMPENSATION OF THE MANAGER
For the services to be rendered by the Manager as provided in
Section 1 of this Agreement, the Fund shall pay to the Manager, at the end of
each month, a fee equal to one-twelfth of 0.40 percent of the daily average net
assets of the Series during the month. The value of net assets shall be
determined in accordance with definitions contained in the Fund's registration
statement and the applicable provisions of the 1940 Act. In the event that this
Agreement is terminated at other than a month-end, the fee for such month shall
be prorated.
4. OTHER SERVICES
At the request of the Fund, the Manager, in its discretion,
may make available to the Fund office facilities, equipment, personnel and other
services. Such office facilities, equipment, personnel and service shall be
provided for or rendered by the Manager and billed to the Fund at the Manager's
cost and, where applicable, the cost thereof shall, be apportioned among the
several Series of the Fund proportionate to their respective utilization
thereof.
5. REPORTS
The Fund and the Manager agree to furnish to each other
information with regard to their respective affairs as each may reasonably
request.
6. STATUS OF THE MANAGER
The services of the Manager to the Fund or in respect of the
Series, are not to be deemed exclusive, and the Manager shall be free to render
similar services to others as long as its services to the Fund or in respect of
the Series, are not impaired thereby. The Manager shall be deemed to be an
independent contractor and shall, unless otherwise expressly provided or
authorized, have no authority to act for or represent the Fund in any way or
otherwise be deemed an agent of the Fund.
7. LIABILITY OF MANAGER
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 Manager, the Manager 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
Series.
No provision of this Agreement shall be construed to protect
any Trustee or officer of the Fund, or the Manager, from liability in violation
of Sections 17(h), 17(i), 36(a) or 36 (b) of the 1940 Act.
8. PERMISSIBLE INTERESTS
Subject to and in accordance with the Agreement and
Declaration of Trust of the Fund and the charter of the Manager, trustees,
officers, and shareholders of the Fund are or may be interested in the Manager
(or any successor thereof) as directors, officers or shareholders, or otherwise;
directors, officers, agents and shareholders of the Manager are or may be
interested in the Fund as trustees, officers, shareholders or otherwise; and the
Manager (or any successor) is or may be interested in the Fund as a shareholder
or otherwise and the effect of any such interrelationships shall be governed by
said Agreement and Declaration of Trust and charter and the provisions of the
1940 Act.
9. DURATION AND TERMINATION
This Agreement shall become effective on the date first
written above and shall continue in effect for a period of two years from such
date, and thereafter only if such continuance is approved at least annually by a
vote of the Fund's Board of Trustees, including the vote of a majority of the
trustees who are not parties to this Agreement or interested persons of any such
party, cast in person, at a meeting called for the purpose of voting on such
approval. In addition, the question of continuance of this Agreement may be
presented to the shareholders of the series; in such event, such continuance
shall be effected only if approved by the affirmative vote of the holders of a
majority of the outstanding voting securities of the series.
This Agreement may at any time be terminated without payment
of any penalty either by vote of the Board of Trustees of the Fund or by vote of
the holders of a majority of the outstanding voting securities of the Series, on
sixty days' written notice to the Manager.
This Agreement shall automatically terminate in the event of
its assignment.
This Agreement may be terminated by the Manager after ninety
days' written notice to the Fund.
Any notice under this Agreement shall be given in writing,
addressed and delivered, or mailed postpaid, to the other party at any office of
such party.
As used in this Section 9, the terms "assignment," "interested
persons," and a "vote of the holders of a majority of the outstanding voting
securities" shall have the respective meanings set forth in Section 2(a)(4),
Section 2(a)(19) and Section 2(a)(42) of the 1940 Act and Rule 18f-2 thereunder.
10. 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.
11. 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 hereby have caused this
Agreement to be executed as of the day and year first written above.
WILMINGTON TRUST COMPANY
By:
Name:
Title:
WT INVESTMENT TRUST I
By:
Name:
Title:
