EXHIBIT 28(d)(xv)
FORM OF INVESTMENT ADVISORY AGREEMENT
BETWEEN
WT MUTUAL FUND
AND
XXXXXX SQUARE MANAGEMENT CORPORATION
AGREEMENT made this ___ day of _____, 2011, by and between WT Mutual
Fund, a Delaware statutory trust (hereinafter called the "Trust"), and Xxxxxx
Square Management Corporation, a corporation organized under the laws of the
state of Delaware (hereinafter called the "Adviser").
WHEREAS, the Trust 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 "Fund" and collectively, the "Funds"), each corresponding to a
distinct Fund; and
WHEREAS, the Trust desires to avail itself of the services,
information, advice, assistance and facilities of an investment adviser on
behalf of one or more Funds of the Trust, and to have that investment adviser
provide or perform for the Funds various research, statistical and investment
services; and
WHEREAS, the Adviser is willing to furnish such services to the Trust
with respect to each of the Funds 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 Trust hereby employs the Adviser to
invest and reinvest the assets of the Funds in the manner set forth in Section
2 of this Agreement subject to the direction of the Trustees and the officers
of the Trust, 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 Trust in
any way or otherwise be deemed an agent of the Trust.
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 Fund,
subject to and in accordance with the Fund'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 Trust, to purchase and sell for
each Fund, securities and other investments consistent with
the Fund's objectives and policies.
B. Corporate Management Services.
(i) The Adviser shall furnish for the use of the Trust office
space and all office facilities, equipment and personnel
necessary for servicing the investments of the Trust.
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(ii) The Adviser shall pay the salaries of all personnel of the
Trust and the Adviser performing services relating to
research, statistical and investment activities on behalf of
the Trust.
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 Trust 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 Trust 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 Trust or its administrator, the
Adviser shall permit the Trust 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.
F. Other Obligations and Services. The Adviser shall make its officers
and employees available to the Trustees and officers of the Trust for
consultation and discussion regarding the management of each Fund and its
investment activities.
3. Execution and Allocation of Fund 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
Fund transactions for each Fund, and for the selection of the markets on or in
which the transactions will be executed.
B. In acting pursuant to Section 3.A., the Adviser will place orders
through such brokers or dealers in conformity with the Fund transaction
policies set forth in the Trust's registration statement.
C. It is understood that neither the Trust nor the Adviser will adopt
a formula for allocation of a Fund'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 Fund 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 Trust and to its other
clients.
E. It is understood that the Adviser may, in its discretion, use
brokers who provide a Fund with research, analysis, advice and similar services
to execute Fund transactions on behalf of the Fund, 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 Fund and its
other clients and that the total commissions paid by such Fund will be
reasonable in relation to the benefits to the Fund over the long term.
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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 Fund's total brokerage and Fund
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 Funds, 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 Trust. It is understood that the Trust will pay
all its expenses other than those expressly stated to be payable by the Adviser
hereunder, which expenses payable by the Trust 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 Fund;
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 Trust
within the meaning of the 1940 Act;
G. legal and audit expenses;
H. fees and expenses related to the registration and
qualification of the Trust 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 Trust;
J. all other expenses incidental to holding meetings of
the Trust's shareholders, including proxy
solicitations therefor;
K. premiums for fidelity bond and other insurance
coverage;
L. the Trust's association membership dues;
M. expenses of typesetting Prospectuses for printing;
N. expenses of printing and distributing Prospectuses
to existing shareholders;
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O. out-of-pocket expenses incurred in connection with the provision of
custodial and transfer agency service;
P. service fees payable by each Fund to the distributor for providing
personal services to the shareholders of each Fund 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 Trust is a
party and the legal obligation which the Trust 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 Fund's name in Schedule B attached hereto.
The aggregate of such advisory fees for all Funds shall be payable monthly as
soon as practicable after the last day of each month based on each Fund's
average daily net assets.
7. Activities and Affiliates of the Adviser.
A. The services of the Adviser to the Trust are not to be deemed
exclusive, and the Adviser isfree 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 Trust hereunder.
B. The Trust 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 Trust 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 Funds of the Trust, provided that the Adviser acts in good
faith. The Trust 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 Funds may have an interest.
The Adviser shall have no obligation to recommend for any Fund a position in
any investment which an Affiliated Account may acquire, and the Trust shall
have no first refusal, co-investment or other rights in respect of any such
investment, either for its Funds or otherwise.
C. Subject to and in accordance with the Agreement and Declaration of
Trust and By-Laws of the Trust as currently in effect and the 1940 Act and the
rules thereunder, it is understood that Trustees, officers and agents of the
Trust and shareholders of the Trust 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 Trust as trustees, officers, agents, shareholders or
otherwise; that the Adviser or its "affiliated persons" may be interested in
the Trust 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 Trust or to any shareholder of the Trust or its Funds 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
Trust.
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B. No provision of this Agreement shall be construed to protect any
Trustee or officer of the Trust, 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 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 Trust, 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 Trust in writing in advance of any
proposed change of "control" to enable the Trust 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 Trust, which amendment is subject
to the approval of the Trustees of the Trust and, where required by the 1940
Act, the shareholders of any affected Fund 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 Trust with respect to any Fund (by vote of the Board of
Trustees of the Trust 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 Fund by the Adviser on
sixty (60) days' written notice to the Trust.
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.
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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:
XXXXXX SQUARE MANAGEMENT CORPORATION
By:
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SCHEDULE A
TO INVESTMENT
ADVISORY AGREEMENT
DATED _________, 2011
BETWEEN
WT MUTUAL FUND
AND
XXXXXX SQUARE MANAGEMENT CORPORATION
Funds of WT Mutual Fund
[Wilmington Alternative Strategies Fund]
Dated: __________, 2011
SCHEDULE B
TO INVESTMENT ADVISORY AGREEMENT
DATED _________, 2011
BETWEEN
WT MUTUAL FUND
AND
XXXXXX SQUARE MANAGEMENT CORPORATION
Investment Advisory Fee Schedule
Annual Fee as a Percentage
Fund of Average Daily Net Assets ("Assets")
------------------------------------------------------------------------------------
[Wilmington Alternative Strategies Fund] [1.50]% of Assets
Dated: ___________, 2011
