EXHIBIT 23(d)(xviii)
FORM OF
SUB-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 "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 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 sub-adviser on behalf of one
or more Portfolios of the Fund, and to have that investment sub-adviser provide
or perform for the Portfolios various research, statistical and investment
services; and
WHEREAS, the Sub-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 SUB-ADVISER. The Fund hereby employs the Sub-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 Xxxxxx Square Management
Corporation (the "Adviser") and the Trustees and the officers of the Fund, for
the period, in the manner, and on the terms set forth hereinafter. The
Sub-Adviser hereby accepts such employment and agrees during such period to
render the services and to assume the obligations herein set forth. The
Sub-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 SUB-ADVISER. The
Sub-Adviser undertakes to provide the services hereinafter set forth and to
assume the following obligations:
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A. INVESTMENT SUB-ADVISORY SERVICES.
(i) The Sub-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 Sub-Adviser from time to time.
(ii) The Sub-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 Sub-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 Sub-Adviser shall pay the salaries of all personnel of the Fund
and the Sub-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 Sub-Adviser will make available
and provide such information as the Adviser, the Fund 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 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 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 Sub-Adviser shall certify to the Trustees 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 or its
administrator, the Sub-Adviser shall permit the Fund or its administrator to
examine the reports required to be made to the Sub-Adviser by Rule 17j-1(c)(1).
E. DISQUALIFICATION. The Sub-Adviser shall immediately notify the Adviser
and the Trustees 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 any other applicable statute or
regulation.
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F. OTHER Obligations AND SERVICES. The Sub-Adviser shall make its officers
and employees available to the Adviser, 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 Sub-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 Sub-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 Sub-Adviser will adopt a
formula for allocation of a Portfolio's brokerage.
D. It is understood that the Sub-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 Sub-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 Sub-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 Sub-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
Sub-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 Sub-Adviser determining in good faith that such commission is reasonable in
terms either of the particular transaction or of the overall responsibility of
the Sub-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 Sub-Adviser may use brokers who (i) are
affiliated with the Sub-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 Sub-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.
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4. 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 Sub-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;
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
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obligation which the Fund may have to indemnify its Trustees and officers
with respect thereto.
5. COMPENSATION OF THE SUB-ADVISER. For the services and facilities to be
furnished hereunder, the Sub-Adviser shall receive sub-advisory fees calculated
at the annual rates listed along with each Portfolio's name in Schedule B
attached hereto. The aggregate of such sub-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.
6. ACTIVITIES AND AFFILIATES OF THE SUB-ADVISER.
A. The services of the Sub-Adviser to the Fund are not to be deemed
exclusive, and the Sub-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 Sub-Adviser's ability to meet all of its
obligations with respect to rendering services to the Fund hereunder.
B. 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 securities for its or their respective accounts
("Affiliated Accounts"). Subject to the provisions of Section 3 of this
Agreement, 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 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 Sub-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 Sub-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.
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 Sub-Adviser or its "affiliated persons" as directors, officers,
agents or shareholders of the Sub-Adviser or its "affiliated persons";
that directors, officers, agents and shareholders of the Sub-Adviser or
its "affiliated persons" are or may be interested in the Fund as trustees,
officers, agents, shareholders or otherwise; that the Sub-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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7. LIABILITIES OF THE SUB-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 Sub-Adviser, the Sub-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 Sub-Adviser, from liability in
violation of Sections 17(h), 17(i), 36(a) or 36(b) of the 1940 Act.
8. 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.
9. ASSIGNMENT. No "assignment" of this Agreement shall be made by the
Sub-Adviser, and this Agreement shall terminate automatically in event of such
assignment. The Sub-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 sub-advisory agreement.
10. AMENDMENT. This Agreement may be amended at any time, but only by
written agreement between the Sub-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.
11. 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 Sub-Adviser;
B. shall immediately terminate in the event of its "assignment"; and
C. may be terminated with respect to any Portfolio by the Adviser or
the Sub-Adviser on sixty (60) days' written notice to the Fund.
12. 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
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thereunder, subject to any applicable orders of exemption issued by the
Securities and Exchange Commission.
13. 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.
14. 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.
15. 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 SUB-ADVISORY AGREEMENT
DATED JULY 1, 2005
BETWEEN
WT MUTUAL FUND
AND
ROXBURY CAPITAL MANAGEMENT LLC
PORTFOLIOS OF WT MUTUAL FUND
Roxbury Small Cap Core
SCHEDULE B
TO
INVESTMENT SUB-ADVISORY AGREEMENT
DATED JULY 1, 2005
BETWEEN
WT MUTUAL FUND
AND
XXXXXX SQUARE MANAGEMENT CORPORATION
INVESTMENT SUB-ADVISORY FEE SCHEDULE
ANNUAL FEE AS A PERCENTAGE
OF AVERAGE DAILY NET ASSETS
PORTFOLIO/FUND MANAGED BY THE SUB-ADVISER
----------------------- ----------------------------------
Roxbury Small Cap Core 1.00% of the Portfolio's first $1
billion of average daily net assets
managed by the Sub-Adviser;
0.95% of the Portfolio's next $1
billion of average daily net assets
managed by the Sub-Adviser; and
0.90% of the Portfolio's average
daily net assets over $2 billion
managed by the Sub-Adviser.
