EXHIBIT D(vi)
XXXXXXX XXXXXX INVESTMENTS, INC.
SUB-ADVISORY AGREEMENT
THIS SUB-ADVISORY AGREEMENT is made as of the 1ST DAY OF NOVEMBER, 1999,
among WT Investment Trust I, a Delaware business trust (the "Fund"), Wilmington
Trust Company (the "Adviser"), a corporation organized under the laws of the
state of Delaware and Xxxxxxx Xxxxxx Investments, Inc., a corporation organized
under the laws of the state of Delaware (the "Sub-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 public sale distinct series of shares of beneficial interest; and
WHEREAS, the International Multi-Manager Series (the "Series") is a series
of the Fund; and
WHEREAS, the Adviser acts as the investment adviser for the Series pursuant
to the terms of an Investment Advisory Agreement between the Fund and the
Adviser under which the Adviser is responsible for the coordination of
investment of the Series' assets in portfolio securities; and
WHEREAS, the Adviser is authorized under the Investment Advisory Agreement
to delegate its investment responsibilities to one or more persons or companies;
NOW THEREFORE, in consideration of the promises and mutual covenants herein
contained, the Fund, the Adviser and the Sub-Adviser agree as follows:
1. APPOINTMENT OF SUB-ADVISER. The Adviser and the Fund hereby appoint and
employ the Sub-Adviser as a discretionary portfolio manager, on the terms
and conditions set forth herein, of those assets of the Series which the
Adviser determines to assign to the Sub-Adviser (those assets being
referred to as the "Series Account"). The Adviser may, from time to time,
make additions to and withdrawals, including cash and cash equivalents,
from the Series Account.
2. ACCEPTANCE OF APPOINTMENT. The Sub-Adviser accepts its appointment as a
discretionary portfolio manager and agrees to use its professional judgment
to make investment decisions for the Series with respect to the investments
of the Series Account and to implement such decisions on a timely basis in
accordance with the provisions of this Agreement.
3. DELIVERY OF DOCUMENTS. The Adviser has furnished the Sub-Adviser with
copies properly certified or authenticated of each of the following and
will promptly provide the Sub-Adviser with copies properly certified or
authenticated of any amendment or supplement thereto:
(e) The Series' Investment Advisory Agreement;
(f) The Fund's most recent effective registration statement and financial
statements as filed with the Securities and Exchange Commission;
(g) The Fund's Agreement and Declaration of Trust and By-Laws; and
(h) Any policies, procedures or instructions adopted or approved by the
Fund's Board of Trustees relating to obligations and services provided
by the Sub-Adviser.
4. PORTFOLIO MANAGEMENT SERVICES OF THE SUB-ADVISER. The Sub-Adviser is hereby
employed and authorized to select portfolio securities for investment by
the Series, to purchase and to sell securities for the Series Account, and
upon making any purchase or sale decision, to place orders for the
execution of such portfolio transactions in accordance with Sections 6 and
7 hereof and Schedule A hereto (as amended from time to time). In providing
portfolio management services to the Series Account, the Sub-Adviser shall
be subject to and shall conform to such investment restrictions as are set
forth in the 1940 Act and the rules thereunder, the Internal Revenue Code,
applicable state securities laws, applicable statutes and regulations of
foreign jurisdictions, the supervision and control of the Board of Trustees
of the Fund, such specific instructions as the Board of Trustees may adopt
and communicate to the Sub-Adviser, the investment objective, policies and
restrictions of the Fund applicable to the Series furnished pursuant to
Section 5 of this Agreement, the provisions of Schedule A and Schedule B
hereto and other instructions communicated to the Sub-Adviser by the
Adviser. The Sub-Adviser is not authorized by the Fund to take any action,
including the purchase or sale of securities for the Series Account, in
contravention of any restriction, limitation, objective, policy or
instruction described in the previous sentence. The Sub-Adviser shall
maintain on behalf of the Fund the records listed in Schedule B hereto (as
amended from time to time). At the Fund's reasonable request, the
Sub-Adviser will consult with the Fund or with the Adviser with respect to
any decision made by it with respect to the investments of the Series
Account.
5. INVESTMENT OBJECTIVE, POLICIES AND RESTRICTIONS. The Fund will provide the
Sub-Adviser with the statement of investment objective, policies and
restrictions applicable to the Series as contained in the Series'
Prospectus and Statement of Additional Information, all amendments or
supplements to the Prospectus and Statement of Additional Information, and
any instructions adopted by the Board of Trustees supplemental thereto. The
Fund agrees, on an ongoing basis, to notify the Sub-Adviser in writing of
each change in the fundamental and non-fundamental
investment policies of the Series and will provide the Sub-Adviser with
such further information concerning the investment objective, policies,
restrictions and such other information applicable thereto as the
Sub-Adviser may from time to time reasonably request for performance of its
obligations under this Agreement. The Fund retains the right, on written
notice to the Sub-Adviser or the Adviser, to modify any such objective,
policies or restrictions in accordance with applicable laws, at any time.
6. TRANSACTION PROCEDURES. All transactions will be consummated by payment to
or delivery by the custodian designated by the Fund (the "Custodian"), or
such depositories or agents as may be designated by the Custodian in
writing, of all cash and/or securities due to or from the Series Account,
and the Sub-Adviser shall not have possession or custody thereof. The
Sub-Adviser shall advise the Custodian and confirm in writing to the Fund
and to the administrator designated by the Fund or any other designated
agent of the Fund, all investment orders for the Series Account placed by
it with brokers and dealers at the time and in the manner set forth in
Schedule B hereto (as amended from time to time). The Fund shall issue to
the Custodian such instructions as may be appropriate in connection with
the settlement of any transaction initiated by the Sub-Adviser. The Fund
shall be responsible for all custodial arrangements and the payment of all
custodial charges and fees, and, upon giving proper instructions to the
Custodian, the Sub-Adviser shall have no responsibility or liability with
respect to custodial arrangements or the acts, omissions or other conduct
of the Custodian, except that it shall be the responsibility of the
Sub-Adviser to take appropriate action if the Custodian fails to confirm in
writing proper execution of the instructions.
7. ALLOCATION OF BROKERAGE. The Sub-Adviser shall have authority and
discretion to select brokers and dealers (including brokers that may be
affiliates of the Sub-Adviser to the extent permitted by Section 7(c)
hereof) to execute portfolio transactions initiated by the Sub-Adviser, and
for the selection of the markets on or in which the transactions will be
executed, subject to the following and subject to conformance with the
policies and procedures disclosed in the Fund's Prospectus and Statement of
Additional Information and the policies and procedures adopted by the
Fund's Board of Trustees.
(a) In executing portfolio transactions, the Sub-Adviser will give primary
consideration to securing the best price and execution. Consistent
with this policy, the Sub-Adviser may consider the financial
responsibility, research and investment information and other services
provided by brokers or dealers who may effect or be a party to any
such transaction or other transactions to which other clients of the
Sub-Adviser may be a party. It is understood that neither the Fund,
the Adviser nor the Sub-Adviser has adopted a formula for allocation
of the Fund's investment transaction business. It is also understood
that it is desirable for the Fund that the Sub-Adviser have access to
supplemental investment and market research and security and economic
analyses provided by certain brokers who may execute brokerage
transactions at a higher commission to the Fund than may result when
allocating brokerage to other brokers on the basis of seeking the
lowest commission. Therefore, the Sub-Adviser is authorized to place
orders for the
purchase and sale of securities for the Series with certain such
brokers, subject to review by the Fund's Board of Trustees from time
to time with respect to the extent and continuation of this practice.
It is understood that the services provided by such brokers may be
useful to the Sub-Adviser in connection with its services to other
clients of the Sub-Adviser. The Sub-Adviser is also authorized to
place orders with certain brokers for services deemed by the Adviser
to be beneficial for the Fund; and the Sub-Adviser shall follow the
directions of the Adviser or the Fund in this regard.
(b) On occasions when the Sub-Adviser deems the purchase or sale of a
security to be in the best interest of the Series as well as other
clients of the Sub-Adviser, the Sub-Adviser, to the extent permitted
by applicable laws and regulations, may, but shall be under no
obligation to, aggregate the securities to be sold or purchased in
order to obtain the best price and execution. In such event,
allocation of the securities so purchased or sold, as well as expenses
incurred in the transaction, will be made by the Sub-Adviser in the
manner it considers to be the most equitable and consistent with its
fiduciary obligations to the Fund in respect of the Series and to such
other clients.
(c) The Sub-Adviser agrees that it will not execute without the prior
written approval of the Adviser any portfolio transactions for the
Series Account with a broker or dealer which is (i) an affiliated
person of the Fund, including the Adviser or any Sub-Adviser for any
Series of the Fund; (ii) a principal underwriter of the Fund's shares;
or (iii) an affiliated person of such an affiliated person or
principal underwriter. The Adviser agrees that it will provide the
Sub-Adviser with a list of such brokers and dealers.
(d) The Adviser shall render regular reports to the Fund of the total
brokerage business placed and the manner in which the allocation has
been accomplished.
8. PROXIES. The Sub-Adviser will vote all proxies solicited by or with respect
to issuers of securities in which assets of the Series Account may be
invested from time to time. At the request of the Sub-Adviser, the Adviser
shall provide the Sub-Adviser with its recommendations as to the voting of
such proxies.
9. REPORTS TO THE SUB-ADVISER. The Fund will provide the Sub-Adviser with such
periodic reports concerning the status of the Series Account as the
Sub-Adviser may reasonably request.
10. FEES FOR SERVICES. The compensation of the Sub-Adviser for its services
under this Agreement shall be calculated and paid by the Adviser in
accordance with the attached Schedule C. Pursuant to the provisions of the
Investment Advisory Agreement between the Fund and the Adviser, the
Adviser is solely responsible for the payment of fees to the
Sub-Adviser, and the Sub-Adviser agrees to seek payment of the
Sub-Adviser's fees solely from the Adviser.
11. OTHER INVESTMENT ACTIVITIES OF THE SUB-ADVISER. The Fund acknowledges that
the Sub-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
Sub-Adviser, its affiliated persons or any of its or their directors,
officers, agents or employees may buy, sell or trade in any securities for
its or their own respective accounts ("Affiliated Accounts"). Subject to
the provisions of Section 7(b) hereof, the Fund agrees that the Sub-Adviser
or its affiliated persons may give advice or exercise investment
responsibility and take such other action with respect to other Affiliated
Accounts which may differ from the advice given or the timing or nature of
action taken with respect to the Series Account, provided that the
Sub-Adviser acts in good faith, and provided further, that it is the
Sub-Adviser's policy to allocate, within its reasonable discretion,
investment opportunities to the Series Account over a period of time on a
fair and equitable basis relative to the Affiliated Accounts, taking into
account the investment objective and policies of the Series and any
specific investment restrictions applicable thereto. 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 the Series Account may have an interest from time to
time, whether in transactions which involve the Series Account or
otherwise. The Sub-Adviser shall have no obligation to acquire for the
Series Account a position in any investment which any 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 the Series
Account or otherwise.
12. CERTIFICATE OF AUTHORITY. The Fund, the Adviser and the Sub-Adviser shall
furnish to each other from time to time certified copies of the resolutions
of their Boards of Trustees/Directors or executive committees, as the case
may be, evidencing the authority of officers and employees who are
authorized to act on behalf of the Fund, a Series Account, the Adviser
and/or the Sub-Adviser.
13. LIMITATION OF LIABILITY. The Sub-Adviser shall not be liable for any action
taken, omitted or suffered to be taken by it in its reasonable judgment, in
good faith and believed by it to be authorized or within the discretion or
rights or powers conferred upon it by this Agreement, or in accordance with
(or in the absence of) specific directions or instructions from the Fund or
the Adviser, provided, however, that such acts or omissions shall not have
resulted from the Sub-Adviser's willful misfeasance, bad faith, gross
negligence or a reckless disregard of duty. Nothing in this Section 13
shall be construed in a manner inconsistent with Section 17(i) of the 1940
Act.
14. CONFIDENTIALITY. Subject to the duty of the Sub-Adviser, the Adviser and
the Fund to comply with applicable law, including any demand of any
regulatory or taxing authority having jurisdiction, the parties hereto
shall treat as confidential all material non-public information pertaining
to the Series Account and the actions of the Sub-Adviser, the Adviser and
the Fund in respect thereof.
15. ASSIGNMENT. No assignment of this Agreement shall be made by the
Sub-Adviser, and this Agreement shall terminate automatically in the event
of such assignment. The Sub-Adviser shall notify the Fund and the Adviser
in writing sufficiently in advance of any proposed change of control within
the meaning of the 1940 Act to enable the Fund and the Adviser to take the
steps necessary to enter into a new contract with the Sub-Adviser.
16. REPRESENTATIONS, WARRANTIES AND AGREEMENTS OF THE FUND. The Fund
represents, warrants and agrees that:
(a) The Sub-Adviser has been duly appointed by the Board of Trustees of
the Fund to provide investment services to the Series Account as
contemplated hereby.
(b) The Fund will deliver to the Sub-Adviser a true and complete copy of
its then current Prospectus and Statement of Additional Information as
effective from time to time and such other documents or instruments
governing the investment of the Series Account and such other
information as is necessary for the Sub-Adviser to carry out its
obligations under this Agreement.
(c) The Fund is currently in compliance and shall at all times continue to
comply with the requirements imposed upon the Fund by applicable law
and regulations.
17. REPRESENTATIONS, WARRANTIES AND AGREEMENTS OF THE ADVISER. The Adviser
represents, warrants and agrees that:
(a) The Adviser has been duly authorized by the Board of Trustees of the
Fund to delegate to the Sub-Adviser the provision of investment
services to the Series Account as contemplated hereby.
(b) The Adviser is currently in compliance and shall at all times continue
to comply with the requirements imposed upon the Adviser by applicable
law and regulations.
18. REPRESENTATIONS. WARRANTIES AND AGREEMENTS OF THE SUB-ADVISER. The
Sub-Adviser represents, warrants and agrees that:
(a) The Sub-Adviser is registered as an "investment adviser" under the
Investment Advisers Act of 1940 ("Advisers Act") or is a "bank" as
defined in Section 202(a)(2) of the Advisers Act.
(b) The Sub-Adviser will maintain, keep current and preserve on behalf of
the Fund, in the manner required or permitted by the 1940 Act, the
records identified in Schedule B. The Sub-Adviser agrees that such
records (unless otherwise indicated on Schedule B) are the property of
the Fund, and will be surrendered to the Fund promptly upon request.
The Sub-Adviser agrees to keep confidential all records of the Fund
and information relating to the Fund, unless the release of such
records or information is otherwise consented to in writing by the
Fund or the Adviser. The Fund and the Adviser agree that such consent
shall not be unreasonably withheld and may not be withheld where the
Sub-Adviser may be exposed to civil or criminal contempt proceedings
or when required to divulge such information or records to duly
constituted authorities.
(c) The Sub-Adviser will complete such reports concerning purchases or
sales of securities on behalf of the Series Account as the Adviser or
the Fund may from time to time require to ensure compliance with the
1940 Act, the Internal Revenue Code, applicable state securities laws
and applicable statutes and regulations of foreign jurisdictions.
(d) The Sub-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 Advisers Act and has provided the Fund with 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, the president or a vice president or general partner of
the Sub-Adviser shall certify to the Fund that the Sub-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
Sub-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, the Sub-Adviser shall permit the
Fund, its employees or its agents to examine the reports required to
be made to the Sub-Adviser by Rule 17j-1(c)(1).
(e) The Sub-Adviser will promptly after filing with the Securities and
Exchange Commission an amendment to its Form ADV furnish a copy of
such amendment to the Fund and the Adviser.
(f) The Sub-Adviser will immediately notify the Fund and the Adviser of
the occurrence of any event which would disqualify the Sub-Adviser
from serving as an investment adviser of an investment company
pursuant to Section 9 of the 1940 Act or otherwise. The Sub-Adviser
will also immediately notify the Fund and the Adviser if it is served
or otherwise receives notice of any action, suit,
proceeding, inquiry or investigation, at law or in equity, before or
by any court, public board or body, involving the affairs of the
Series.
19. AMENDMENT. This Agreement may be amended at any time, but only by written
agreement among the Sub-Adviser, the Adviser and the Fund, which amendment,
other than amendments to Schedules A and B, is subject to the approval of
the Board of Trustees and, to the extent required by the 1940 Act, the
shareholders of the Series in the manner required by the 1940 Act and the
rules thereunder, subject to any applicable orders of exemption issued by
the Securities and Exchange Commission.
20. EFFECTIVE DATE; TERM. This Agreement shall become effective on the date
first written above and shall remain in force for a period of time 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 vote of
a majority of the Trustees who are not interested persons of the Fund, the
Adviser or the Sub-Adviser, cast in person at a meeting called for the
purpose of voting on such approval, and by a vote of the Board of Trustees
or of a majority of the outstanding voting securities of the Series. The
aforesaid requirement that this Agreement may be continued "annually" shall
be construed in a manner consistent with the 1940 Act and the rules and
regulations thereunder.
21. TERMINATION.
(a) This Agreement may be terminated by the Fund (by a vote of the Board
of Trustees of the Fund or by a vote of a majority of the outstanding
voting securities of the Series), without the payment of any penalty,
immediately upon written notice to the other parties hereto, in the
event of a material breach of any provision thereof by the party so
notified or otherwise by the Fund, upon sixty (60) days' written
notice to the other parties hereto, but any such termination shall not
affect the status, obligations or liabilities of any party hereto to
the others.
(b) This Agreement may also be terminated by the Adviser or the
Sub-Adviser, without the payment of any penalty immediately upon
written notice to the other parties hereto, in the event of a material
breach of any provision thereof by the party so notified if such
breach shall not have been cured within a 20-day period after notice
of such breach or otherwise by the Adviser or the Sub-Adviser upon
sixty (60) days' written notice to the other parties hereto, but any
such termination shall not affect the status, obligations or
liabilities of any party hereto to the others.
22. DEFINITIONS. As used in this Agreement, the terms "affiliated person,"
"assignment," "control," "interested person," "principal underwriter" 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.
23. NOTICE. Any notice under this Agreement shall be given in writing addressed
and delivered or mailed, postage prepaid, to the other parties to this
Agreement at their principal place of business.
24. 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.
25. GOVERNING LAW. To the extent that state law is not 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.
26. ENTIRE AGREEMENT. This Agreement and the Schedules attached hereto embodies
the entire agreement and understanding between the parties.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed, as of the day and year first written above.
WT INVESTMENT TRUST I
on behalf of
THE INTERNATIONAL MULTI-MANAGER SERIES
By: /s/XXXXXX X. XXXXXXXXX
Xxxxxx X. Xxxxxxxxx, President
XXXXXXX XXXXXX INVESTMENTS, INC.
By: /s/ XXXXXXX XXXXXX INVESTMENTS, INC.
WILMINGTON TRUST COMPANY
By: XXXXXX X. XXXXXXXXX
Xxxxxx X. Xxxxxxxxx, Senior Vice President
SCHEDULES: A. Operating Procedures
B. Record Keeping Requirements
C Fee Schedule
SCHEDULE A
DATED NOVEMBER 1, 1999
TO
SUB-ADVISORY AGREEMENT
DATED NOVEMBER 1, 1999
AMONG WT INVESTMENT
TRUST I, WILMINGTON TRUST
COMPANY AND XXXXXXX XXXXXX INVESTMENTS, INC.
OPERATING PROCEDURES
From time to time the Adviser shall issue written Operating Procedures which
shall govern reporting of transactions and other matters so as to facilitate (i)
the monitoring of the Fund's compliance with the restrictions and limitations
applicable to the operations of a registered investment company and (ii) the
preparation of reports to the Board of Trustees, regulatory authorities and
shareholders.
SUBSTANTIVE LIMITATIONS
A. The Sub-Adviser will manage the Series Account as if the Series Account
were a registered investment company subject to the investment objective,
policies and limitations applicable to the Series stated in the Fund's
Prospectus and Statement of Additional Information, as from time to time in
effect, included in the Fund's registration statement or a supplement
thereto under the Securities Act of 1933 and the Investment Company Act of
1940 (the "1940 Act"), as each may be amended from time to time; provided,
however, that if a more stringent restriction or limitation than any of the
foregoing is stated in Section B of this Schedule, the more stringent
restriction or limitation shall apply to the Series Account.
B. The Sub-Adviser shall not, without the written approval of the Adviser, on
behalf of the Series Account:
1. purchase securities of any issuer if such purchase would cause more
than 3.33 % of the voting securities of such issuer to be held in the
Series Account (1940 Act Section 5(b)(1);
IRC* Section 851(b)(4)(a)(ii));
2. purchase securities if such purchase would cause:
a. more than 1 % of the outstanding voting stock of any other
investment company to be held in the Series Account (1940 Act
Section 12(d)(1)(A)(i)),
-------------------------------------
* Internal Revenue Code
b. securities issued by any other investment company having an
aggregate value in excess of 5 % of the value of the total assets
in the Series Account to be held in the Series Account (1940 Act
Section 12(d)(1)(A)(i)),
c. securities issued by all other investment companies having an
aggregate value in excess of 10% of the value of the total assets
of the Series Account to be held in the Series Account (1940 Act
Section 12(d)(1)(A)(iii)),
d. more than 3.33% of the outstanding voting stock of any registered
closed-end investment company to be held in the Series Account,
and by any other investment company having as its investment
adviser any of the Sub-Advisers, the Adviser, or any other
investment adviser to the Fund (1940 Act Section 12(d)(1)(C));
3. purchase securities of any insurance company if such purchase would cause
more than 3.33% of the outstanding voting securities of any insurance
company to be held in the Series Account (1940 Act Section 12(d)(2)); or
4. purchase securities of or any interest in any person who is a broker, a
dealer, is engaged in the business of underwriting, is an investment
adviser to an investment company or is a registered investment adviser
under the Investment Advisers Act of 1940 unless
a. such purchase is of a security of any issuer that, in its most recent
fiscal year, derived 15% or less of its gross revenues from
securities-related activities (1940 Act Rule 12d3-l(a)), or
b. despite the fact that such purchase is of any security of any issuer
that derived more than 15% of its gross revenues from
securities-related activities:
(1) immediately after the purchase of any equity security, the Series
Account would not own more than 5% of outstanding securities of that
class of the issuer's equity securities (1940 Act Rule 12d3-1(b)(1));
(2) immediately after the purchase of any debt security, the Series
Account would not own more than 10% of the outstanding principal
amount of the issuer's debt securities (1940 Act Rule 12d3-1(b)(2));
and
(3) immediately after the purchase, not more than 5% of the value of the
Series Account's total assets would be invested in the issuer's
securities (1940 Act Rule 12d3-1(b)(3)).
C. In the event that the number of Sub-Advisers shall vary from three (3), the
percentage limitations of Subsections B1, B2a, B2d, B3, B4b(1) and B4b(4)
of this Schedule shall be adjusted (i) in the case of an increase in the
number of Sub-Advisers, proportionately downward and (ii) in the case of a
decrease of the number of Sub-Advisers, proportionately upward.
The Adviser shall notify the Sub-Adviser of an increase or decrease in the
number of Sub-Advisers and the proportionate decrease or increase in the
percentages specified in the subsections enumerated in the preceding
sentence, but the Adviser's failure to do so shall not affect the operation
of this Section C of this Schedule.
D. The Sub-Adviser will manage the Series Account so that no more than 10% of
the gross income of the Series Account is derived from any source other
than dividends, interest, payments with respect to securities loans (as
defined in IRC Section 512(a)(5)), and gains from the sale or other
disposition of stock or securities (as defined in the 1940 Act
Section 2(a)(36)) or foreign currencies, or other income (including, but
not limited to, gains from options, futures, or forward contracts) derived
with respect to the Series's business of investing in such stock,
securities, or currencies (IRC Section 851(b)(2)).
SCHEDULE B
DATED NOVEMBER 1, 1999
TO
SUB-ADVISORY AGREEMENT
DATED NOVEMBER 1, 1999
AMONG WT INVESTMENT
TRUST I, WILMINGTON TRUST
COMPANY AND XXXXXXX XXXXXX INVESTMENTS, INC.
RECORD KEEPING REQUIREMENTS
RECORDS TO BE MAINTAINED BY THE SUB-ADVISER:
A. (Rule 31a-l(b)(5) and (6)). A record of each brokerage order, and all other
portfolio purchases and sales, given by the Sub-Adviser on behalf of the
Series Account for, or in connection with, the purchase or sale of
securities, whether executed or unexecuted. Such records shall include:
1. the name of the broker;
2. the terms and conditions of the order and of any modification or
cancellation thereof;
3. the time of entry or cancellation;
4. the price at which executed;
5. the time of receipt of a report of execution; and
6. the name of the person who placed the order on behalf of the Series
Account.
B. (Rule 31a-l(b)(9)). A record for each fiscal quarter, completed within ten
(10) days after the end of the quarter, showing specifically the basis or
bases (e.g. execution ability, execution and research) upon which the
allocation of orders for the purchase and sale of portfolio securities to
named brokers or dealers was effected, and the division of brokerage
commissions or other compensation on such purchase and sale orders. Such
record:
1. shall include the consideration given to:
a. the sale of shares of the Fund by brokers or dealers;
b. the supplying of services or benefits by brokers or dealers to:
(1) the Fund,
(2) the Adviser,
(3) the Sub-Adviser, and
(4) any person other than the foregoing; and
c. any other consideration other than the technical qualifications
of the brokers and dealers as such;
2. shall show the nature of the services or benefits made available;
3. shall describe in detail the application of any general or specific
formula or other determinant used in arriving at such allocation of
purchase and sale orders and such division of brokerage commissions or
other compensation; and
-
4. shall show the name of the person responsible for making the
determination of such allocation and such division of brokerage
commissions or other compensation.
C. (Rule 31a-l(b)(10)). A record in the form of an appropriate memorandum
identifying the person or persons, committees or groups authorizing the
purchase or sale of portfolio securities. Where an authorization is made by
a committee or group, a record shall be kept of the names of its members
who participate in the authorization. There shall be retained as part of
this record: any memorandum, recommendation or instruction supporting or
authorizing the purchase or sale of portfolio securities and such other
information as is appropriate to support the authorization.*
D. (Rule 31a-1(f)). Such accounts, books and other documents as are required
to be maintained by registered investment advisers by rule adopted under
-----------------------
* Such information might include: the current Form 10-K, annual and quarterly
reports, press releases, reports by analysts and from brokerage firms (including
their recommendation, i.e., buy, sell, hold) or any internal reports or
portfolio adviser reviews.
Section 204 of the Investment Advisers Act of 1940, to the extent such records
are necessary or appropriate to record the Sub-Adviser's transactions with
respect to the Series Account.
SCHEDULE C
DATED NOVEMBER 1, 1999
TO
SUB-ADVISORY AGREEMENT
DATED NOVEMBER 1, 1999
AMONG WT INVESTMENT
TRUST I, WILMINGTON TRUST
COMPANY AND XXXXXXX XXXXXX INVESTMENTS, INC.
FEE SCHEDULE
For the services to be provided to the Series pursuant to the attached
Sub-Advisory Agreement, the Adviser shall pay the Sub-Adviser a monthly fee in
accordance with the following formula:
Monthly Fee = (.50% x net asset value of the Sub-Adviser's Series Account on the
last business day of the month) / 12
Such fee shall be payable in arrears within 15 business days following the end
of each month.
