EXHIBIT G(ii)
SUB-CUSTODIAN SERVICES AGREEMENT
THIS AGREEMENT is made as of November 1, 1999 among PFPC TRUST COMPANY,
a limited purpose trust company ("PFPC Trust"), WILMINGTON TRUST COMPANY, a
Delaware banking corporation, as custodian ("Custodian") and WT INVESTMENT TRUST
I, a Delaware business trust (the "Fund").
W I T N E S S E T H:
WHEREAS, the Fund is registered as an open-end management investment
company under the Investment Company Act of 1940, as amended (the "1940 Act");
WHEREAS, Custodian serves as custodian for the Fund pursuant to a
custody agreement with the Fund; and
WHEREAS, Custodian, with the consent of the Fund, wishes to retain PFPC
Trust to provide sub-custodian services, and PFPC Trust wishes to furnish
sub-custodian services, either directly or through an affiliate or affiliates,
as more fully described herein.
NOW, THEREFORE, in consideration of the premises and mutual covenants
herein contained, and intending to be legally bound hereby, the parties hereto
agree as follows:
1. Definitions. As Used in This Agreement:
(a) "1933 ACT" means the Securities Act of 1933, as amended.
(b) "1934 ACT" means the Securities Exchange Act of 1934, as
amended.
(c) "AUTHORIZED PERSON" means any officer of the Fund, the
Custodian and any other person duly authorized by the Fund's Board of Trustees
to give Oral Instructions and Written Instructions on behalf of the Fund and
listed on the Authorized Persons Appendix attached hereto and made a part hereof
or any amendment thereto as may be received by PFPC Trust. An Authorized
Person's scope of authority may be limited by the Fund by setting forth such
limitation in the Authorized Persons Appendix.
(d) "BOOK-ENTRY SYSTEM" means Federal Reserve Treasury
book-entry system for United States and federal agency securities, its successor
or successors, and its nominee or nominees and any book-entry system maintained
by an exchange registered with the SEC under the 1934 Act. (e) "CEA" means the
Commodities Exchange Act, as amended.
(f) "ORAL INSTRUCTIONS" mean oral instructions received by
PFPC Trust from an Authorized Person or from a person reasonably believed by
PFPC Trust to be an Authorized Person. (g) "PFPC TRUST" means PFPC Trust Company
or a subsidiary or affiliate of PFPC Trust Company.
(h) "SEC" means the Securities and Exchange Commission.
(i) "SECURITIES LAWS" mean the 1933 Act, the 1934 Act, the
1940 Act and the CEA.
(j) "SHARES" mean the shares of beneficial interest of any
series or class of the Fund.
(k) "PROPERTY" means:
(i) any and all securities and other investment items
which the Fund may from time to time deposit, or
cause to be
deposited, with PFPC Trust or which PFPC Trust
may from time to time hold for the Fund;
(ii) all income in respect of any of such securities
or other investment items;
(iii) all proceeds of the sale of any of such
securities or investment items; and
(iv) all proceeds of the sale of securities issued by
the Fund, which are received by PFPC Trust from
time to time, from or on behalf of the Fund.
(l) "WRITTEN INSTRUCTIONS" mean written instructions signed by
one Authorized Person and received by PFPC Trust. The instructions may be
delivered by hand, mail, tested telegram, cable, telex or facsimile sending
device.
2. APPOINTMENT. Custodian, with the consent of the Fund, hereby
appoints PFPC Trust to provide sub-custodian services to the Fund, on behalf of
each of its investment series' (each, a "Series"), and PFPC Trust accepts such
appointment and agrees to furnish such services.
3. DELIVERY OF DOCUMENTS. The Fund has provided or, where applicable,
will provide PFPC Trust with the following:
(a) certified or authenticated copies of the resolutions
of the Fund's Board of Trustees, approving the
appointment of PFPC Trust or its affiliates to
provide services;
(b) a copy of the Fund's most recent effective
registration statement;
(c) a copy of each Series' advisory agreements;
(d) a copy of the distribution agreement with respect
to each class of Shares;
(e) a copy of each Series' administration agreement if
PFPC Trust is not providing the Series with such
services;
(f) copies of any shareholder servicing agreements
made in respect of the Fund or a Series; and
(g) certified or authenticated copies of any and all
amendments or supplements to the foregoing.
4. COMPLIANCE WITH LAWS.
PFPC Trust undertakes to comply with all applicable requirements of the
Securities Laws and any laws, rules and regulations of governmental authorities
having jurisdiction with respect to the duties to be performed by PFPC Trust
hereunder. Except as specifically set forth herein, PFPC Trust assumes no
responsibility for such compliance by the Fund or any Series.
5. INSTRUCTIONS.
(a) Unless otherwise provided in this Agreement, PFPC Trust
shall act only upon Oral Instructions and Written Instructions.
(b) PFPC Trust shall be entitled to rely upon any Oral
Instructions and Written Instructions it receives from an Authorized Person (or
from a person reasonably believed by PFPC Trust to be an Authorized Person)
pursuant to this Agreement. PFPC Trust may assume that any Oral Instructions or
Written Instructions received hereunder are not in any way inconsistent with the
provisions of organizational documents of the Fund or of any vote, resolution or
proceeding of the Fund's Board of Trustees or of the Fund's shareholders, unless
and until PFPC Trust receives Written Instructions to the contrary.
(c) Custodian and the Fund, as applicable, agree to forward to
PFPC Trust Written Instructions confirming Oral Instructions (except where such
Oral Instructions are given by PFPC Trust or its affiliates) so that PFPC Trust
receives the Written Instructions by the close of business on the same day that
such Oral Instructions are received. The fact that such confirming Written
Instructions are not received by PFPC Trust shall in no way invalidate the
transactions or enforceability of the transactions authorized by the Oral
Instructions. Where Oral Instructions or Written Instructions reasonably appear
to have been received from an Authorized Person, PFPC Trust shall incur no
liability to the Fund in acting upon such Oral Instructions or Written
Instructions provided that PFPC Trust's actions comply with the other provisions
of this Agreement.
6. RIGHT TO RECEIVE ADVICE.
(a) ADVICE OF THE FUND. If PFPC Trust is in doubt as to any
action it should or should not take, PFPC Trust may request directions or
advice, including Oral Instructions or Written Instructions, from Custodian or
the Fund, as applicable.
(b) ADVICE OF COUNSEL. If PFPC Trust shall be in doubt as to
any question of law pertaining to any action it should or should not take, PFPC
Trust may request advice at its own cost from such counsel of its own choosing
(who may be counsel for Custodian, the Fund, the Fund's investment adviser or
PFPC Trust, at the option of PFPC Trust).
(c) CONFLICTING ADVICE. In the event of a conflict between
directions, advice or Oral Instructions or Written Instructions PFPC Trust
receives from the Fund or WTC, and the advice it receives from counsel, PFPC
Trust shall be entitled to rely upon and, after notice to Custodian and the
Fund, to follow the advice of counsel. In the event PFPC Trust so relies on the
advice of counsel, PFPC Trust remains liable for any action or omission on the
part of PFPC Trust which constitutes willful misfeasance, bad faith, negligence
or reckless disregard by PFPC Trust of any duties, obligations or
responsibilities set forth in this Agreement.
(d) PROTECTION OF PFPC TRUST. PFPC Trust shall be protected in
any action it takes or does not take in reliance upon Oral Instructions or
Written Instructions it receives from the Fund or directions or advice from
counsel and which PFPC Trust believes, in good faith, to be consistent with
those directions, advice or Oral Instructions or Written Instructions. Nothing
in this section shall be construed so as to impose an obligation upon PFPC Trust
(i) to seek such directions, advice or Oral Instructions or Written
Instructions, or (ii) to act in accordance with such directions, advice or Oral
Instructions or Written Instructions unless, under the terms of other provisions
of this Agreement, the same is a condition of PFPC Trust's properly taking or
not taking such action. Nothing in this subsection shall excuse PFPC Trust when
an action or omission on the part of PFPC Trust constitutes willful misfeasance,
bad faith, negligence or reckless disregard by PFPC Trust of any duties,
obligations or responsibilities set forth in this Agreement.
7. RECORDS; VISITS. The books and records pertaining to Custodian, the
Fund and any Series, which are in the possession or under the control of PFPC
Trust, shall be the property of Custodian and the Fund. Such books and records
shall be prepared and maintained as required by the 1940 Act and other
applicable securities laws, rules and regulations. Custodian, the Fund and
Authorized Persons shall have access to such books and records at all times
during PFPC Trust's normal business hours. Upon the reasonable request of the
Custodian or the Fund, copies of any such books and records shall be provided by
PFPC Trust to Custodian, the Fund or to an authorized representative of either,
at the Fund's expense.
8. CONFIDENTIALITY. PFPC Trust agrees to keep confidential all records
of Custodian, the Fund and information relating to Custodian, the Fund and its
shareholders, unless the release of such records or information is otherwise
consented to, in writing, by Custodian or the Fund, as the case may be. The Fund
and Custodian agree that such consent shall not be unreasonably withheld and may
not be withheld where PFPC Trust may be exposed to civil or criminal contempt
proceedings or when required to divulge such information or records to duly
constituted authorities, unless PFPC Trust is indemnified by Custodian or the
Fund, as the case may be.
9. COOPERATION WITH ACCOUNTANTS. PFPC Trust shall cooperate with
Custodian's and the Fund's independent public accountants and shall take all
reasonable action in the performance of its obligations under this Agreement to
ensure that the necessary information is made available to such accountants for
the expression of their opinion, as required by the Fund.
10. DISASTER RECOVERY. PFPC Trust shall enter into and shall maintain
in effect with appropriate parties one or more agreements making reasonable
provisions for emergency use of electronic data processing equipment to the
extent appropriate equipment is available. In the event of equipment failures,
PFPC Trust shall, at no additional expense to the Fund, take reasonable steps to
minimize service interruptions. PFPC Trust shall have no liability with respect
to the loss of data or service interruptions caused by equipment failure
provided such loss or interruption is not caused by PFPC Trust's own willful
misfeasance, bad faith, negligence or reckless disregard of its duties or
obligations under this Agreement.
11. COMPENSATION. As compensation for sub-custody services rendered
by PFPC Trust during the term of this Agreement, WTC, on behalf of the Fund
and each of the Series, will pay to PFPC Trust a fee or fees as may be agreed
to in writing from time to time by WTC, the Fund and PFPC Trust.
12. INDEMNIFICATION. The Fund and Custodian, on behalf of each
Series, agree to indemnify and hold harmless PFPC Trust and its affiliates
from all taxes, charges, expenses, assessments, claims and liabilities
(including, without limitation, liabilities arising under the Securities Laws
and any state
and foreign securities and blue sky laws, and amendments thereto, and
expenses, including (without limitation) attorneys' fees and disbursements,
arising directly or indirectly from any action or omission to act which PFPC
Trust takes (i) at the request or on the direction of or in reliance on the
advice of the Fund or Custodian or (ii) upon Oral Instructions or Written
Instructions. The Custodian's indemnification of PFPC Trust is subject to the
Fund's indemnification of Custodian. Neither PFPC Trust, nor any of its
affiliates, shall be indemnified against any liability (or any expenses
incident to such liability) arising out of PFPC Trust's or its affiliates'
own willful misfeasance, bad faith, negligence or reckless disregard of its
duties under this Agreement.
13. RESPONSIBILITY OF PFPC TRUST.
(a) PFPC Trust shall be under no duty to take any action on
behalf of Custodian or the Fund or any Series except as specifically set forth
herein or as may be specifically agreed to by PFPC Trust in writing. PFPC Trust
shall be obligated to exercise care and diligence in the performance of its
duties hereunder, to act in good faith and to use its best efforts, within
reasonable limits, in performing services provided for under this Agreement.
PFPC Trust shall be liable for any damages arising out of PFPC Trust's failure
to perform its duties under this Agreement to the extent such damages arise out
of PFPC Trust's willful misfeasance, bad faith, negligence or reckless disregard
of its duties under this Agreement.
(b) Without limiting the generality of the foregoing or of any
other provision of this Agreement, (i) PFPC Trust shall not be under any duty or
obligation to inquire into and shall not be liable for (A) the validity or
invalidity or authority or lack thereof of any Oral Instruction or Written
Instruction, notice or other instrument which conforms to the applicable
requirements of this Agreement, and which PFPC Trust reasonably believes to be
genuine; or (B) subject to section 10, delays or errors or loss of data
occurring by reason of circumstances beyond PFPC Trust's control, including acts
of civil or military authority, national emergencies, fire, flood, catastrophe,
acts of God, insurrection, war, riots or failure of the mails, transportation,
communication or power supply.
(c) Notwithstanding anything in this Agreement to the
contrary, neither PFPC Trust nor its affiliates shall be liable to Custodian or
the Fund or to any Series for any consequential, special or indirect losses or
damages which Custodian or the Fund may incur or suffer by or as a consequence
of PFPC Trust's or its affiliates' performance of the services provided
hereunder, whether or not the likelihood of such losses or damages was known by
PFPC Trust or its affiliates.
(d) Notwithstanding anything to the contrary contained herein,
PFPC Trust on behalf of itself and any and all of its affiliates or assignees
hereunder, agrees to indemnify and hold harmless Custodian and its directors,
officers and employees from and against any and all damages, losses, costs,
taxes, charges, expenses, assessments, claims and liabilities, including,
without limitation, attorneys' fees and disbursements (collectively, "Losses"),
arising directly from any action or omission to act by PFPC Trust or any of its
affiliates or assignees, as applicable, relating to this Agreement, including
Losses arising out of any threatened, pending or completed claim, action, suit
or proceeding, whether civil, criminal, administrative or investigative, except
to the extent such Losses were caused directly by the willful misfeasance, bad
faith, negligence or reckless disregard by Custodian of its duties under this
Agreement.
14. DESCRIPTION OF SERVICES.
(a) DELIVERY OF THE PROPERTY. Custodian, for the account of
the Fund, will deliver or arrange for delivery to PFPC Trust, all the Property
owned by the Series, including cash received as a result of the distribution of
Shares, during the period that is set forth in this Agreement. PFPC Trust will
not be responsible for such property until actual receipt.
(b) RECEIPT AND DISBURSEMENT OF MONEY. PFPC Trust, acting upon
Written Instructions, shall open and maintain separate accounts in Custodian's
name for the benefit of the Fund using all cash received from or for the account
of the Fund, subject to the terms of this Agreement. In addition, upon Written
Instructions, PFPC Trust shall open separate custodial accounts for each
separate series or Series of the Fund (collectively, the "Accounts") and shall
hold in the Accounts all cash received from or for the Accounts of the Fund
specifically designated to each separate series or Series.
PFPC Trust shall make cash payments from or for the Accounts of a
Series only for:
(i) purchases of securities in the name of a Series or
PFPC Trust or PFPC Trust's nominee as provided in
sub-section (j) and for which PFPC Trust has
received a copy of the broker's or dealer's
confirmation or payee's invoice, as appropriate;
(ii) purchase or redemption of Shares of the Fund
delivered to PFPC Trust;
(iii) payment of, subject to Written Instructions,
interest, taxes, administration, accounting,
distribution, advisory, management fees or similar
expenses which are to be borne by a Series;
(iv) payment to, subject to receipt of Written
Instructions, the Fund's transfer agent, as agent
for the shareholders, an amount equal to the amount
of dividends and distributions stated in the Written
Instructions to be distributed in cash by the
transfer agent to shareholders, or, in lieu of
paying the Fund's transfer agent, PFPC Trust may
arrange for the direct payment of cash dividends and
distributions to shareholders in accordance with
procedures mutually agreed upon from time to time by
and among the Fund, PFPC Trust and the Fund's
transfer agent.
(v) payments, upon receipt of Written Instructions, in
connection with the conversion, exchange or
surrender of securities owned or subscribed to by
the Fund and held by or delivered to PFPC Trust;
(vi) payments of the amounts of dividends received with
respect to securities sold short;
(vii) payments made to a sub-custodian pursuant to
provisions in sub-section (c) of this Section; and
(viii) payments, upon Written Instructions, made for other
proper Fund purposes.
PFPC Trust is hereby authorized to endorse and collect all checks,
drafts or other orders for the payment of money received as custodian for the
Accounts.
(c) RECEIPT OF SECURITIES; SUB-CUSTODIANS.
(i) PFPC Trust shall hold all securities
received by it for the Accounts in a
separate account that physically segregates
such securities from those of any other
persons, firms or corporations, except for
securities held in a Book-Entry System.
All such securities shall be held or
disposed of only upon Written Instructions
of the Fund pursuant to the terms of this
Agreement. PFPC Trust shall have no power
or authority to assign, hypothecate,
pledge or otherwise dispose of any such
securities or investment, except upon the
express terms of this Agreement and upon
Written Instructions, accompanied by
a certified resolution of the Fund's Board
of Trustees, authorizing the transaction.
In no case may any member of the Fund's
Board of Trustees, or any officer, employee
or agent of the Fund withdraw any
securities.
At PFPC Trust's own expense and for its own
convenience, PFPC Trust may enter into
sub-custodian agreements with other United
States banks or trust companies to perform
duties described in this sub-section (c).
Such bank or trust company shall have an
aggregate capital, surplus and undivided
profits, according to its last published
report, of at least one million dollars
($1,000,000), if it is a subsidiary or
affiliate of PFPC Trust, or at least twenty
million dollars ($20,000,000) if such bank
or trust company is not a subsidiary or
affiliate of PFPC Trust. In addition, such
bank or trust company must be qualified to
act as custodian and agree to comply with
the relevant provisions of the 1940 Act and
other applicable rules and regulations. Any
such arrangement will not be entered into
without prior written notice to the Fund.
PFPC Trust shall remain responsible for the
performance of all of its duties as
described in this Agreement and shall hold
the Fund and each Series harmless from its
own acts or omissions, under the standards
of care provided for herein, or the acts and
omissions of any sub-custodian chosen by
PFPC Trust under the terms of this
sub-section (c).
(d) Transactions Requiring Instructions. Upon receipt of Oral
Instructions or Written Instructions and not otherwise, PFPC Trust, directly or
through the use of the Book-Entry System, shall:
(i) deliver any securities held for a Series against
the receipt of payment for the sale of such
securities;
(ii) execute and deliver to such persons as may be
designated in such Oral Instructions or Written
Instructions, proxies, consents, authorizations, and
any other instruments whereby the authority of a
Series as owner of any securities may be exercised;
(iii) deliver any securities to the issuer thereof, or its
agent, when such securities are called, redeemed,
retired or otherwise become payable; provided that,
in any such case, the cash or other consideration is
to be delivered to PFPC Trust;
(iv) deliver any securities held for a Series against
receipt of other securities or cash issued or paid
in connection with the liquidation, reorganization,
refinancing, tender offer, merger, consolidation or
recapitalization of any corporation, or the exercise
of any conversion privilege;
(v) deliver any securities held for a Series to any
protective committee, reorganization committee or
other person in connection with the reorganization,
refinancing, merger, consolidation, recapitalization
or sale of assets of any corporation, and receive
and hold under the terms of this Agreement such
certificates of deposit, interim receipts or other
instruments or documents as may be issued to it to
evidence such delivery;
(vi) make such transfer or exchanges of the assets of the
Series and take such other steps as shall be stated
in said Oral Instructions or Written Instructions to
be for the purpose of effectuating a duly authorized
plan of liquidation, reorganization, merger,
consolidation or recapitalization of the Fund;
(vii) release securities belonging to a Series to any
bank or trust company for the purpose of a pledge
or hypothecation to secure any loan incurred by
the Fund on behalf of that Series; provided,
however, that securities shall be released only
upon payment to PFPC Trust of the monies borrowed,
except that in cases where additional collateral
is required to secure a borrowing already made
subject to proper prior authorization, further
securities may be released for that purpose; and
repay such loan upon redelivery to it of the
securities pledged or hypothecated therefor and
upon surrender of the note or notes evidencing the
loan;
(viii) release and deliver securities owned by a Series in
connection with any repurchase agreement entered
into on behalf of the Fund, but only on receipt of
payment therefor; and pay out moneys of the Fund in
connection with such repurchase agreements, but only
upon the delivery of the securities;
(ix) release and deliver or exchange securities owned by
the Fund in connection with any conversion of such
securities, pursuant to their terms, into other
securities;
(x) release and deliver securities owned by the Fund for
the purpose of redeeming in kind shares of the Fund
upon delivery thereof to PFPC Trust; and
(xi) release and deliver or exchange securities owned by
the Fund for other corporate purposes.
PFPC Trust must also receive a certified resolution
describing the nature of the corporate purpose and
the name and address of the person(s) to whom
delivery shall be made when such action is pursuant
to sub-paragraph d. (xi).
(e) USE OF BOOK-ENTRY SYSTEM. The Fund shall deliver to PFPC
Trust certified resolutions of the Fund's Board of Trustees approving,
authorizing and instructing PFPC Trust on a continuous basis, to deposit in the
Book-Entry System all securities belonging to the Series eligible for deposit
therein and to utilize the Book-Entry System to the extent possible in
connection with settlements of purchases and sales of securities by the Series,
and deliveries and returns of securities loaned, subject to repurchase
agreements or used as collateral in connection with borrowings. PFPC Trust shall
continue to perform such duties until it receives Written Instructions or Oral
Instructions authorizing contrary actions.
PFPC Trust shall administer the Book-Entry System as follows:
(i) With respect to securities of each Series which
are maintained in the Book-Entry System, the records
of PFPC Trust shall identify by Book-Entry or
otherwise those securities belonging to each Series.
PFPC Trust shall furnish to the Fund a detailed
statement of the Property held for each Series under
this Agreement at least monthly and from time to time
and upon written request.
(ii) Securities and any cash of each Series deposited in
the Book-Entry System will at all times be
segregated from any assets and cash controlled by
PFPC Trust in other than a fiduciary or custodian
capacity but may be commingled with other assets
held in such capacities. PFPC Trust and its
sub-custodian, if any, will pay out money only upon
receipt of securities and will deliver securities
only upon the receipt of money.
(iii) All books and records maintained by PFPC Trust which
relate to the Fund's participation in the Book-Entry
System will at all times during PFPC Trust's regular
business hours be open to the inspection of
Authorized Persons, and PFPC Trust will furnish to
Custodian and the Fund all information in respect of
the services rendered as it may require.
PFPC Trust will also provide Custodian and the Fund with such
reports on its own system of internal control as the Fund may reasonably
request from time to time.
(f) REGISTRATION OF SECURITIES. All Securities held for a
Series which are issued or issuable only in bearer form, except such securities
held in the Book-Entry System, shall be held by PFPC Trust in bearer form; all
other securities held for a Series may be registered in the name of the Fund on
behalf of that Series, PFPC Trust, the Book-Entry System, a sub-custodian, or
any duly appointed nominees of the Fund, PFPC Trust, Book-Entry System or
sub-custodian. The Fund reserves the right to instruct PFPC Trust as to the
method of registration and safekeeping of the securities of the Fund. The Fund
agrees to furnish to PFPC Trust appropriate instruments to enable PFPC Trust to
hold or deliver in proper form for transfer, or to register in the name of its
nominee or in the name of the Book-Entry System, any securities which it may
hold for the Accounts and which may from time to time be registered in the name
of the Fund on behalf of a Series.
(g) VOTING AND OTHER ACTION. Neither PFPC Trust nor its
nominee shall vote any of the securities held pursuant to this Agreement by or
for the account of a Series, except in accordance with Written Instructions.
PFPC Trust, directly or through the use of the Book-Entry System, shall execute
in blank and promptly deliver all notices, proxies and proxy soliciting
materials to the registered holder of such securities. If the registered holder
is not the Fund on behalf of a Series, then PFPC Trust shall deliver such
materials timely to the applicable investment adviser for the Series or such
other party as may be identified for such purpose in Written Instructions.
(h) TRANSACTIONS NOT REQUIRING INSTRUCTIONS. In the absence
of contrary Written Instructions, PFPC Trust is authorized to take the
following actions:
(i) COLLECTION OF INCOME AND OTHER PAYMENTS.
(A) collect and receive for the account of each
Series, all income, dividends,
distributions, coupons, option premiums,
other payments and similar items, included
or to be included in the Property, and, in
addition, promptly advise each Series of
such receipt and credit such income, as
collected, to each Series' custodian
account;
(B) endorse and deposit for collection, in the
name of the Fund, checks, drafts, or other
orders for the payment of money;
(C) receive and hold for the account of each
Series all securities received as a
distribution on the Series' securities as a
result of a stock dividend, share split-up
or reorganization, recapitalization,
readjustment or other rearrangement or
distribution of rights or similar securities
issued with respect to any securities
belonging to a Series and held by PFPC Trust
hereunder;
(D) present for payment and collect the amount
payable upon all securities which may mature
or be called, redeemed, or retired, or
otherwise become payable on the date such
securities become payable; and
(E) take any action which may be necessary and
proper in connection with the collection and
receipt of such income and other payments
and the endorsement for collection of
checks, drafts, and other negotiable
instruments.
(ii) MISCELLANEOUS TRANSACTIONS.
(A) deliver or cause to be delivered Property
against payment or other consideration or
written receipt therefor in the following
cases:
(1) for examination by a broker or dealer
selling for the account of a Series in
accordance with street delivery custom;
(2) for the exchange of interim receipts or
temporary securities for definitive
securities; and
(3) for transfer of securities into the name
of the Fund on behalf of a Series or
PFPC Trust or nominee of either, or for
exchange of securities for a different
number of bonds, certificates, or other
evidence, representing the same
aggregate face amount or number of units
bearing the same interest rate, maturity
date and call provisions, if any;
provided that, in any such case, the new
securities are to be delivered to PFPC
Trust.
(B) Unless and until PFPC Trust receives
Oral Instructions or Written
Instructions to the contrary, PFPC
Trust shall:
(1) pay all income items held by it
which call for payment upon
presentation and hold the cash
received by it upon such
payment for the account of each
Series;
(2) collect interest and cash
dividends received, with notice
to the Fund, to the account of
each Series;
(3) hold for the account of each
Series all stock dividends,
rights and similar securities
issued with respect to any
securities held by PFPC Trust;
and
(4) execute as agent on behalf of
the Fund all necessary
ownership certificates
required by the Internal
Revenue Code or the Income
Tax Regulations of the United
States Treasury Department or
under the laws of any state
now or hereafter in effect,
inserting the Fund's name, on
behalf of a Series, on such
certificate as the owner of
the securities covered thereby,
to the extent it may lawfully do
so.
(i) SEGREGATED ACCOUNTS.
(i) PFPC Trust shall upon receipt of Written
Instructions or Oral Instructions establish
and maintain segregated accounts on its
records for and on behalf of each Series.
Such accounts may be used to transfer cash
and securities, including securities in the
Book-Entry System:
(A) for the purposes of compliance by
the Fund with the procedures
required by a securities or option
exchange, providing such procedures
comply with the 1940 Act and any
releases of the SEC relating to the
maintenance of segregated accounts
by registered investment companies;
and
(B) upon receipt of Written
Instructions, for other proper
corporate purposes.
(ii) PFPC Trust shall arrange for the
establishment of XXX custodian accounts for
such shareholders holding Shares
through XXX accounts, in accordance with
the Fund's prospectuses, the Internal
Revenue Code of 1986, as amended (including
regulations promulgated thereunder), and
with such other procedures as are mutually
agreed upon from time to time by and among
Custodian, the Fund, PFPC Trust and the
Fund's transfer agent.
(j) PURCHASES OF SECURITIES. PFPC Trust shall settle purchased
securities upon receipt of Oral Instructions or Written Instructions on behalf
of the Fund or its investment advisers that specify:
(i) the name of the issuer and the title of the
securities, including CUSIP number if
applicable;
(ii) the number of shares or the principal amount
purchased and accrued interest, if any;
(iii) the date of purchase and settlement;
(iv) the purchase price per unit;
(v) the total amount payable upon such purchase;
(vi) the Series involved; and
(vii) the name of the person from whom or the
broker through whom the purchase was made.
PFPC Trust shall upon receipt of securities
purchased by or for a Series pay out of the
moneys held for the account of the Series
the total amount payable to the person from
whom or the broker through whom the purchase
was made, provided that the same conforms to
the total amount payable as set forth in
such Oral Instructions or Written
Instructions.
(k) SALES OF SECURITIES. PFPC Trust shall settle sold
securities upon receipt of Oral Instructions or Written Instructions on behalf
of the Fund that specify:
(i) the name of the issuer and the title of the
security, including CUSIP number if
applicable;
(ii) the number of shares or principal amount
sold, and accrued interest, if any;
(iii) the date of trade and settlement;
(iv) the sale price per unit;
(v) the total amount payable to the Fund upon
such sale;
(vi) the name of the broker through whom or the
person to whom the sale was made; and
(vii) the location to which the security must be
delivered and delivery deadline, if any;
and
(viii) the Series involved.
PFPC Trust shall deliver the securities upon receipt of the total
amount payable to the Series upon such sale, provided that the total amount
payable is the same as was set forth in the Oral Instructions or Written
Instructions. Subject to the foregoing, PFPC Trust may accept payment in such
form as shall be reasonably satisfactory to it, and may deliver securities and
arrange for payment in accordance with the customs prevailing among dealers in
securities.
(l) REPORTS; PROXY MATERIALS.
(i) PFPC Trust shall furnish to Custodian and
the Fund the following reports:
(A) such periodic and special reports
as Custodian and/or the Fund may
reasonably request;
(B) a monthly statement summarizing all
transactions and entries for the
account of each Series, listing each
Series securities belonging to each
Series with the adjusted average
cost of each issue and the market
value at the end of such month and
stating the cash account of each
Series including disbursements;
(C) the reports required to be furnished
to the Fund pursuant to Rule 17f-4;
and
(D) such other information as may be
agreed upon from time to time
between Custodian and/or the Fund
and PFPC Trust.
(ii) PFPC Trust shall transmit promptly to the
Fund any proxy statement, proxy material,
notice of a call or conversion or similar
communication received by it as
sub-custodian of the Property and PFPC Trust
shall use its best efforts, within
reasonable limits, to transmit promptly to
the Fund any class action notices and
tender or exchange offers. PFPC Trust shall
be under no other obligation to inform the
Fund as to such actions or events.
(m) CREDITING OF ACCOUNTS. If PFPC Trust in
its sole discretion credits an Account with respect to (a) income, dividends,
distributions, coupons, option premiums, other payments or similar items on a
contractual payment date or otherwise in advance of PFPC Trust's actual
receipt of the amount due, (b) the proceeds of any sale or other disposition
of assets on the contractual settlement date or otherwise in advance of PFPC
Trust's actual receipt of the amount due or (c) provisional crediting of any
amounts due, and (i) PFPC Trust is subsequently unable to collect full and
final payment for the amounts so credited within a reasonable time period
using reasonable efforts or (ii) pursuant to standard industry practice, law
or regulation PFPC Trust is required to repay to a third party such amounts
so credited, or if any Property has been incorrectly credited, PFPC Trust
shall have the absolute right in its sole discretion without demand to
reverse any such credit or payment, to debit or deduct the amount of such
credit or payment from the Account, and to otherwise pursue recovery of any
such amounts so credited from the Fund. Nothing herein or otherwise shall
require PFPC Trust to make any advances or to credit any amounts until PFPC
Trust's actual receipt thereof. The Fund hereby grants a first priority
contractual possessory security interest in and a right of setoff against the
assets maintained in an Account hereunder in the amount necessary to secure
the return and payment to PFPC Trust of any advance or credit made by PFPC
Trust (including charges related thereto) to such Account.
(n) COLLECTIONS. All collections of monies or other property
in respect, or which are to become part, of the Property (but not the
safekeeping thereof upon receipt by PFPC Trust) shall be at the sole risk of the
Fund. If payment is not received by PFPC Trust within a reasonable time after
proper demands have been made, PFPC Trust shall notify the Fund in writing,
including copies of all demand letters, any written responses, memoranda of all
oral responses and shall await instructions from the Fund. PFPC Trust shall not
be obliged to take legal action for collection unless and until reasonably
indemnified to its satisfaction. PFPC Trust shall also notify the Fund as soon
as reasonably practicable whenever income due on securities is not collected in
due course and shall provide the Fund with periodic status reports of such
income collected after a reasonable time.
15. DURATION AND TERMINATION. This Agreement shall be effective on
the date first written above and shall continue for a period of three (3)
years (the "Initial Term"). Upon the expiration of the Initial Term, this
Agreement shall automatically renew for successive terms of one (1) year
("Renewal Terms") each provided that it may be terminated by the Fund,
Custodian or PFPC Trust without penalty during a Renewal Term upon written
notice given at least sixty (60) days prior to termination. During either the
Initial Term or the Renewal Terms, this Agreement may also be terminated on
an earlier date by the Fund, Custodian or PFPC Trust for cause.
With respect to the Fund, cause shall mean PFPC Trust's material
breach of this Agreement causing it to fail to substantially perform its duties
under this Agreement. In order for such material breach to constitute "cause"
under this Paragraph, PFPC Trust must receive written notice from the Fund
specifying the material breach and PFPC Trust shall not have corrected such
breach within a 30-day period. Custodian may terminate this Agreement for cause
immediately in the event of the appointment of a conservator or receiver for
PFPC Trust or any assignee or successor hereunder by the applicable regulator or
upon the happening of a like event at the direction of an appropriate regulatory
agency
or court of competent jurisdiction. With respect to PFPC Trust, cause
includes, but is not limited to, the failure of WTC, on behalf of the Fund and
each of the Series, to pay the compensation set forth in writing pursuant to
Paragraph 11 of this Agreement after it has received written notice from PFPC
Trust specifying the amount due and WTC shall not have paid that amount within a
30-day period. A constructive termination of this Agreement will result where a
substantial percentage of the Fund's assets are transferred, merged or are
otherwise removed from the Fund to another fund(s) that is not serviced by PFPC
Trust. Any notice of termination for cause shall be effective sixty (60) days
from the date of any such notice. Upon the termination hereof, WTC shall pay to
PFPC Trust such compensation as may be due for the period prior to the date of
such termination. Any termination effected shall not affect the rights and
obligations of the parties under Paragraphs 12 and 13 hereof.
In the event this Agreement is terminated (pending appointment of a
successor to PFPC Trust or vote of the shareholders of the Fund to dissolve or
to function without a custodian of its cash, securities or other property), PFPC
Trust shall not deliver cash, securities or other property of the Series to the
Fund. If a successor to PFPC Trust is not appointed by Custodian or the Fund
within such sixty (60) day period, PFPC Trust may deliver them to a bank or
trust company of PFPC Trust's choice, having an aggregate capital, surplus and
undivided profits, as shown by its last published report, of not less than
twenty million dollars ($20,000,000), as a custodian for the Fund to be held
under the terms of this Agreement. PFPC Trust shall not be required to make any
such delivery or payment until full payment shall have been made to PFPC Trust
of all of its fees, compensation, costs and expenses. PFPC Trust shall have a
security interest in and shall have a right of setoff against the Property as
security for the payment of such fees, compensation, costs and expenses.
16. NOTICES. All notices and other communications, including Written
Instructions, shall be in writing or by confirming telegram, cable, telex or
facsimile sending device. Notice shall be addressed (a) if to PFPC Trust at
Airport Business Center, International Court 2, 000 Xxxxxxx Xxxxx, Xxxxxx,
Xxxxxxxxxxxx 00000, (or its successor) (b) if to Custodian, 0000 Xxxxx Xxxxxx
Xx., Xxxxxxxxxx, DE., Attn: Corporate Custody (c) if to the Fund, c/o Wilmington
Trust Company, 0000 Xxxxx Xxxxxx Xx., Xxxxxxxxxx, DE., Attn: Asset Management
Department or (d) if to none of the foregoing, at such other address as shall
have been given by like notice to the sender of any such notice or other
communication by the other party. If notice is sent by confirming telegram,
cable, telex or facsimile sending device, it shall be deemed to have been given
immediately. If notice is sent by first-class mail, it shall be deemed to have
been given five days after it has been mailed. If notice is sent by messenger,
it shall be deemed to have been given on the day it is delivered.
17. AMENDMENTS. This Agreement, or any term hereof, may be changed or
waived only by a written amendment, signed by the party against whom enforcement
of such change or waiver is sought.
18. DELEGATION; ASSIGNMENT. Subject to the provision of Section 14(c)
hereof, PFPC Trust may assign its rights and delegate its duties hereunder to
any majority-owned direct or indirect subsidiary of PFPC Trust or PNC Bank
Corp., provided that (i) PFPC Trust gives the Fund thirty (30) days' prior
written notice; (ii) the delegate (or assignee) agrees with PFPC Trust and the
Fund to comply with all relevant provisions of the 1940 Act; and (iii) PFPC
Trust and such delegate (or assignee) promptly provide such information as the
Fund may request, and respond to such questions as the Fund may ask, relative
to the delegation (or assignment), including (without limitation) the
capabilities of the delegate (or assignee).
19. COUNTERPARTS. This Agreement may be executed in two or more
counterparts, each of which shall be deemed an original, but all of which
together shall constitute one and the same instrument.
20. FURTHER ACTIONS. Each party agrees to perform such further acts and
execute such further documents as are necessary to effectuate the purposes
hereof.
21. MISCELLANEOUS.
(a) ENTIRE AGREEMENT. This Agreement embodies the entire
agreement and understanding between the parties and supersedes all prior
agreements and understandings relating to the subject matter hereof, provided
that the parties may embody in one or more separate documents their agreement,
if any, with respect to delegated duties and Oral Instructions.
(b) CAPTIONS. The captions in this Agreement are included for
convenience of reference only and in no way define or delimit any of the
provisions hereof or otherwise affect their construction or effect.
(c) GOVERNING LAW. This Agreement shall be deemed to be a
contract made in Delaware and governed by Delaware law, without regard to
principles of conflicts of law.
(d) PARTIAL INVALIDITY. 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.
(e) SUCCESSORS AND ASSIGNS. This Agreement shall be binding
upon and shall inure to the benefit of the parties hereto and their respective
successors and permitted assigns.
(f) FACSIMILE SIGNATURES. The facsimile signature of any
party to this Agreement shall constitute the valid and binding execution
hereof by such party.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement
to be executed as of the day and year first above written.
TRUST COMPANY
By: /S/XXXXXXX X. XXXXX
Title: EXECUTIVE VICE PRESIDENT
WILMINGTON TRUST COMPANY
By: /S/ XXXXXX X. XXXXXXXXX
Xxxxx: SENIOR VICE PRESIDENT
ACKNOWLEDGED AND AGREED TO:
WT INVESTMENT TRUST I
By: /S/ XXXXXX X. XXXXXXXXX
Xxxxx: PRESIDENT
AUTHORIZED PERSONS APPENDIX
NAME (Type) SIGNATURE
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