INVESTMENT ADVISORY AGREEMENT
BETWEEN
WT MUTUAL FUND
AND
XXXXXX SQUARE MANAGEMENT CORPORATION
AGREEMENT made this 1st day of July, 2005, by and between WT
Mutual Fund, a Delaware statutory trust (hereinafter called the
"Fund"), and Xxxxxx Square Management Corporation, a corporation
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:
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. 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 17j1(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 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.
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;
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.
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.
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 one year 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. s 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.
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: /s/Xxxxxx X. Xxxxxxxxx
XXXXXX SQUARE MANAGEMENT CORPORATION
By: /s/ Xxxx Xxxxxx
