EXHIBIT 23(d)(iii)
FORM OF
INVESTMENT ADVISORY AGREEMENT
BETWEEN
WT MUTUAL FUND
AND
ROXBURY CAPITAL MANAGEMENT LLC
AGREEMENT made this 1st day of July, 2005, by and between WT Mutual Fund,
a Delaware statutory trust (hereinafter called the "Fund"), and Roxbury Capital
Management LLC, a limited liability company 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 (each, a
"Portfolio" and collectively, the "Portfolios"), 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 Portfolios of the Fund, and to have that investment adviser provide or
perform for the Portfolios 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 Portfolios 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 Portfolios 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:
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A. INVESTMENT ADVISORY SERVICES.
(i) The Adviser shall direct the investments of each Portfolio,
subject to and in accordance with the Portfolio'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 Fund, to purchase and sell for each Portfolio, securities
and other investments consistent with the Portfolio's 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 and
evidence of its adoption. 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-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.
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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 Portfolio 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
Portfolio, 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 Portfolio'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 Portfolio 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 Portfolio with research, analysis,
advice and similar services to execute portfolio transactions
on behalf of the Portfolio, 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 Portfolio and
its other clients and that the total commissions paid by such
Portfolio will be reasonable in relation to the benefits to
the Portfolio 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.
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G. The Adviser shall provide such reports as the Trustees may
reasonably request with respect to each Portfolio's 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 Portfolios, 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;
B. fees payable for accounting services;
C. the cost of obtaining quotations for calculating the value of
the assets of each Portfolio;
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;
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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 Portfolio to the distributor for
providing personal services to the shareholders of each
Portfolio 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. 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 Portfolio's name in Schedule B attached
hereto. The aggregate of such advisory fees for all Portfolios shall be payable
monthly as soon as practicable after the last day of each month based on each
Portfolio's average daily net assets.
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 Portfolios
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 Portfolios may have an interest. The Adviser shall
have no obligation to recommend for any Portfolio 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
Portfolios or otherwise.
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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.
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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 Portfolios
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.
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.
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.
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 Portfolio 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 Fund with respect to any Portfolio (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 Portfolio by the Adviser
on sixty (60) days' written notice to the Fund.
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
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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.
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: ____________________________
ROXBURY CAPITAL MANAGEMENT LLC
By: ____________________________
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SCHEDULE A
TO
INVESTMENT ADVISORY AGREEMENT
DATED July 1, 2005
BETWEEN
WT MUTUAL FUND
AND
ROXBURY CAPITAL MANAGEMENT LLC
PORTFOLIOS OF WT MUTUAL FUND
Roxbury Micro Cap Fund
Roxbury Mid Cap Fund
Roxbury Small Cap Growth Fund
SCHEDULE B
TO
INVESTMENT ADVISORY AGREEMENT
DATED JULY 1, 2005
BETWEEN
WT MUTUAL FUND
AND
ROXBURY CAPITAL MANAGEMENT LLC
INVESTMENT ADVISORY FEE SCHEDULE
ANNUAL FEE AS A PERCENTAGE
PORTFOLIO/FUND OF AVERAGE DAILY NET ASSETS
----------------------------- -------------------------------------------------------------------------
Roxbury Micro Cap 1.50%
Roxbury Mid Cap Fund 0.75% of the Portfolio's first $1 billion of average daily net assets;
0.70% of the Portfolio's next $1 billion of average daily net assets; and
0.65% of the Portfolio's average daily net assets over $2 billion.
Roxbury Small Cap Growth Fund 1.00% of the Portfolio's first $1 billion of average daily net assets;
0.95% of the Portfolio's next $1 billion of average daily net assets; and
0.90% of the Portfolio's average daily net assets over $2 billion.
