FOREIGN CUSTODIAN SERVICES AGREEMENT
THIS AGREEMENT is made as of September 2, 2003 between PFPC TRUST
COMPANY, a limited purpose trust company ("PFPC Trust") and WT INVESTMENT TRUST
I, a Delaware business trust (the "Fund").
W I T N E S S E T H:
WHEREAS, the Fund is registered as an open-end management investment
company under the Investment Company Act of 1940, as amended (the "1940 Act");
WHEREAS, the Fund wishes to retain PFPC Trust to provide custodian
services for foreign assets (as defined in Rule 17f-5 under the 0000 Xxx) in its
investment portfolios listed on Exhibit A attached hereto and made a part hereof
as such Exhibit A may be amended from time to time (each, a "Series"), and PFPC
Trust wishes to furnish custodian services, either directly or through an
affiliate or sub-custodians, as more fully described herein.
NOW, THEREFORE, in consideration of the premises and mutual covenants
herein contained, and intending to be legally bound hereby, the parties hereto
agree as follows:
1. DEFINITIONS. AS USED IN THIS AGREEMENT:
(a) "1933 Act" means the Securities Act of 1933, as amended.
(b) "1934 Act" means the Securities Exchange Act of 1934, as
amended.
(c) "Authorized Person" means any officer of the Fund and any
other person duly authorized by the Fund's Board of Trustees to give Oral
Instructions and Written Instructions on behalf of the Fund and listed on the
Authorized Persons Appendix attached hereto and made a part
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hereof or any amendment thereto as may be received by PFPC Trust. An Authorized
Person's scope of authority may be limited by the Fund by setting forth such
limitation in the Authorized Persons Appendix.
(d) "Book-Entry System" means the Federal Reserve Treasury
book-entry system for United States and federal agency securities, its successor
or successors, and its nominee or nominees and any book-entry system maintained
by an exchange registered with the SEC under the 1934 Act.
(e) "CEA" means the Commodities Exchange Act, as amended.
(f) "Oral Instructions" mean oral instructions received by
PFPC Trust from an Authorized Person or from a person reasonably believed by
PFPC Trust to be an Authorized Person.
(g) "PFPC Trust" means PFPC Trust Company or a subsidiary or
affiliate of PFPC Trust Company.
(h) "SEC" means the Securities and Exchange Commission.
(i) "Securities Laws" mean the 1933 Act, the 1934 Act, the
1940 Act and the CEA.
(j) "Shares" mean the shares of beneficial interest of any
series or class of the Fund.
(k) "Property" means:
(i) any and all securities and other investment
items which the Fund may from time to time
deposit, or cause to be deposited, with PFPC
Trust or which PFPC Trust may from time to
time hold for the Fund;
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(ii) all income in respect of any of such
securities or other investment items;
(iii) all proceeds of the sale of any of such
securities or investment items; and
(iv) all proceeds of the sale of securities
issued by the Fund, which are received by
PFPC Trust from time to time, from or on
behalf of the Fund.
(l) "Written Instructions" mean written instructions signed by
one Authorized Person and received by PFPC Trust. The instructions may be
delivered by hand, mail, tested telegram, cable, telex or facsimile sending
device.
2. APPOINTMENT. The Fund hereby appoints PFPC Trust to provide
custodian services to the Fund, on behalf of the Series listed on Exhibit A and
PFPC Trust accepts such appointment and agrees to furnish such services.
3. DELIVERY OF DOCUMENTS. The Fund has provided or, where applicable,
will provide PFPC Trust with the following:
(a) certified or authenticated copies of the resolutions
of the Fund's Board of Trustees, approving the
appointment of PFPC Trust or its affiliates to
provide services;
(b) a copy of the Fund's most recent effective
registration statement;
(c) a copy of each Series' advisory agreements;
(d) a copy of the distribution agreement with respect to
each class of Shares;
(e) a copy of each Series' administration agreement if
PFPC Trust is not providing the Series with such
services;
(f) copies of any shareholder servicing agreements made
in respect of the Fund
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or a Series; and
(g) certified or authenticated copies of any and all
amendments or supplements to the foregoing.
4. COMPLIANCE WITH LAWS.
PFPC Trust undertakes to comply with all applicable
requirements of the Securities Laws and any laws, rules and regulations of
governmental authorities having jurisdiction with respect to the duties to be
performed by PFPC Trust hereunder. Except as specifically set forth herein, PFPC
Trust assumes no responsibility for such compliance by the Fund or any Series.
5. INSTRUCTIONS.
(a) Unless otherwise provided in this Agreement, PFPC Trust
shall act only upon Oral Instructions and Written Instructions.
(b) PFPC Trust shall be entitled to rely upon any Oral
Instructions and Written Instructions it receives from an Authorized Person (or
from a person reasonably believed by PFPC Trust to be an Authorized Person)
pursuant to this Agreement. PFPC Trust may assume that any Oral Instructions or
Written Instructions received hereunder are not in any way inconsistent with the
provisions of organizational documents of the Fund or of any vote, resolution or
proceeding of the Fund's Board of Trustees or of the Fund's shareholders, unless
and until PFPC Trust receives Written Instructions to the contrary.
(c) The Fund agrees to forward to PFPC Trust Written
Instructions confirming Oral Instructions (except where such Oral Instructions
are given by PFPC Trust or its affiliates) so
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that PFPC Trust receives the Written Instructions by the close of business on
the same day that such Oral Instructions are received. The fact that such
confirming Written Instructions are not received by PFPC Trust shall in no way
invalidate the transactions or enforceability of the transactions authorized by
the Oral Instructions. Where Oral Instructions or Written Instructions
reasonably appear to have been received from an Authorized Person, PFPC Trust
shall incur no liability to the Fund in acting upon such Oral Instructions or
Written Instructions provided that PFPC Trust's actions comply with the other
provisions of this Agreement.
6. RIGHT TO RECEIVE ADVICE.
(a) Advice of the Fund. If PFPC Trust is in doubt as to any
action it should or should not take, PFPC Trust may request directions or
advice, including Oral Instructions or Written Instructions, from the Fund.
(b) Advice of Counsel. If PFPC Trust shall be in doubt as to
any question of law pertaining to any action it should or should not take, PFPC
Trust may request advice at its own cost from such counsel of its own choosing
(who may be counsel for the Fund, the Fund's investment adviser or PFPC Trust,
at the option of PFPC Trust).
(c) Conflicting Advice. In the event of a conflict between
directions, advice or Oral Instructions or Written Instructions PFPC Trust
receives from the Fund and the advice it receives from counsel, PFPC Trust shall
be entitled to rely upon and, after notice to the Fund, to follow the advice of
counsel. In the event PFPC Trust so relies on the advice of counsel, PFPC Trust
remains liable for any action or omission on the part of PFPC Trust which
constitutes
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willful misfeasance, bad faith, negligence or reckless disregard by PFPC Trust
of any duties, obligations or responsibilities set forth in this Agreement.
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(d) Protection of PFPC Trust. PFPC Trust shall be protected in
any action it takes or does not take in reliance upon Oral Instructions or
Written Instructions it receives from the Fund or directions or advice from
counsel and which PFPC Trust believes, in good faith, to be consistent with
those directions, advice or Oral Instructions or Written Instructions. Nothing
in this section shall be construed so as to impose an obligation upon PFPC Trust
(i) to seek such directions, advice or Oral Instructions or Written
Instructions, or (ii) to act in accordance with such directions, advice or Oral
Instructions or Written Instructions unless, under the terms of other provisions
of this Agreement, the same is a condition of PFPC Trust's properly taking or
not taking such action. Nothing in this subsection shall excuse PFPC Trust when
an action or omission on the part of PFPC Trust constitutes willful misfeasance,
bad faith, negligence or reckless disregard by PFPC Trust of any duties,
obligations or responsibilities set forth in this Agreement.
7. RECORDS; VISITS. The books and records pertaining to the Fund and
any Series, which are in the possession or under the control of PFPC Trust,
shall be the property of the Fund. Such books and records shall be prepared and
maintained as required by the 1940 Act and other applicable securities laws,
rules and regulations. The Fund and Authorized Persons shall have access to such
books and records at all times during PFPC Trust's normal business hours. Upon
the reasonable request of the Fund, copies of any such books and records shall
be provided by PFPC Trust to the Fund or to an authorized representative, at the
Fund's expense.
8. CONFIDENTIALITY. PFPC Trust agrees to keep confidential all records
of the Fund and information relating to the Fund and its shareholders, unless
the release of such records or information is otherwise consented to, in
writing, by the Fund. The Fund agrees that such consent
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shall not be unreasonably withheld and may not be withheld where PFPC Trust may
be exposed to civil or criminal contempt proceedings or when required to divulge
such information or records to duly constituted authorities, unless PFPC Trust
is indemnified by the Fund.
9. COOPERATION WITH ACCOUNTANTS. PFPC Trust shall cooperate with the
Fund's independent public accountants and shall take all reasonable action in
the performance of its obligations under this Agreement to ensure that the
necessary information is made available to such accountants for the expression
of their opinion, as required by the Fund.
10. DISASTER RECOVERY. PFPC Trust shall enter into and shall maintain
in effect with appropriate parties one or more agreements making reasonable
provisions for emergency use of electronic data processing equipment to the
extent appropriate equipment is available. In the event of equipment failures,
PFPC Trust shall, at no additional expense to the Fund, take reasonable steps to
minimize service interruptions. PFPC Trust shall have no liability with respect
to the loss of data or service interruptions caused by equipment failure
provided such loss or interruption is not caused by PFPC Trust's own willful
misfeasance, bad faith, negligence or reckless disregard of its duties or
obligations under this Agreement.
11. COMPENSATION. As compensation for custody services rendered by PFPC
Trust during the term of this Agreement, the Fund and each of the Series, will
pay to PFPC Trust a fee or fees as may be agreed to in writing from time to time
by the Fund and PFPC Trust.
12. INDEMNIFICATION. The Fund, on behalf of each Series, agrees to
indemnify and hold harmless PFPC Trust and its affiliates from all taxes,
charges, expenses, assessments, claims and liabilities (including, without
limitation, liabilities arising under the Securities Laws and any
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state and foreign securities and blue sky laws, and amendments thereto, and
expenses, including (without limitation) attorneys' fees and disbursements,
arising directly or indirectly from any action or omission to act which PFPC
Trust takes (i) at the request or on the direction of or in reliance on the
advice of the Fund or (ii) upon Oral Instructions or Written Instructions.
Neither PFPC Trust, nor any of its affiliates, shall be indemnified against any
liability (or any expenses incident to such liability) arising out of PFPC
Trust's or its affiliates' own willful misfeasance, bad faith, negligence or
reckless disregard of its duties under this Agreement.
13. RESPONSIBILITY OF PFPC TRUST.
(a) PFPC Trust shall be under no duty to take any action on
behalf of the Fund or any Series except as specifically set forth herein or as
may be specifically agreed to by PFPC Trust in writing. PFPC Trust shall be
obligated to exercise care and diligence in the performance of its duties
hereunder, to act in good faith and to use its best efforts, within reasonable
limits, in performing services provided for under this Agreement. PFPC Trust
shall be liable for any damages arising out of PFPC Trust's failure to perform
its duties under this Agreement to the extent such damages arise out of PFPC
Trust's willful misfeasance, bad faith, negligence or reckless disregard of its
duties under this Agreement.
(b) Without limiting the generality of the foregoing or of any
other provision of this Agreement, PFPC Trust shall not be under any duty or
obligation to inquire into and shall not be liable for (A) the validity or
invalidity or authority or lack thereof of any Oral Instruction or Written
Instruction, notice or other instrument which conforms to the applicable
requirements of this Agreement, and which PFPC Trust reasonably believes to be
genuine; or (B) subject to
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section 10, delays or errors or loss of data occurring by reason of
circumstances beyond PFPC Trust's control, including acts of civil or military
authority, national emergencies, fire, flood, catastrophe, acts of God,
insurrection, war, riots or failure of the mails, transportation, communication
or power supply.
(c) Notwithstanding anything in this Agreement to the
contrary, neither PFPC Trust nor its affiliates shall be liable to the Fund or
to any Series for any consequential, special or indirect losses or damages which
the Fund may incur or suffer by or as a consequence of PFPC Trust's or its
affiliates' performance of the services provided hereunder, whether or not the
likelihood of such losses or damages was known by PFPC Trust or its affiliates.
(d) Notwithstanding anything to the contrary contained herein,
PFPC Trust on behalf of itself and any and all of its affiliates or assignees
hereunder, agrees to indemnify and hold harmless the Fund and its directors,
officers and employees from and against any and all damages, losses, costs,
taxes, charges, expenses, assessments, claims and liabilities, including,
without limitation, attorneys' fees and disbursements (collectively, "Losses"),
arising directly from any action or omission to act by PFPC Trust or any of its
affiliates or assignees, as applicable, relating to this Agreement, including
Losses arising out of any threatened, pending or completed claim, action, suit
or proceeding, whether civil, criminal, administrative or investigative, except
to the extent such Losses were caused directly by the willful misfeasance, bad
faith, negligence or reckless disregard by the Fund of its duties under this
Agreement
(e) Notwithstanding anything in this Agreement to the contrary
(other than as specifically provided in Section 14(h)(ii)(B)(4) and Section
14(h)(iii)(A) of this Agreement), the
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Fund shall be responsible for any filings, tax returns and reports on any
transactions undertaken pursuant to this Agreement, or in respect of the
Property or any collections undertaken pursuant to this Agreement, which may be
required by any governmental authority, Book Entry System or depository. In
addition, the Fund shall be responsible for the payment of any taxes and similar
items (including without limitation penalties and interest related thereto).
14. DESCRIPTION OF SERVICES.
(a) Delivery of the Property. The Fund, will deliver or
arrange for delivery to PFPC Trust, all the Property owned by a Series,
including cash received as a result of the distribution of Shares, during the
period that is set forth in this Agreement. PFPC Trust will not be responsible
for such property until actual receipt.
(b) Receipt and Disbursement of Money. PFPC Trust, acting upon
Written Instructions, shall open and maintain separate accounts in the Fund's
name using all cash received from or for the account of the Fund, subject to the
terms of this Agreement. In addition, upon Written Instructions, PFPC Trust
shall open separate custodial accounts for each separate Series of the Fund
(collectively, the "Accounts") and shall hold in the Accounts all cash received
from or for the Fund specifically designated to each separate Series.
PFPC Trust shall make cash payments from or for the Accounts of a
Series only for:
(i) purchases of securities in the name of a Series or
PFPC Trust or PFPC Trust's nominee as provided in
sub-section (j) and for which PFPC Trust has received
a copy of the broker's or dealer's confirmation or
payee's invoice, as appropriate;
(ii) purchase or redemption of Shares of the Fund
delivered to PFPC Trust;
(iii) payment of, subject to Written Instructions,
interest, taxes (provided that tax which PFPC Trust
reasonably considers is required to be deducted or
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withheld "at source" will be governed by Section
14(h)(iii)(B) of this Agreement), administration,
accounting, distribution, advisory, management fees
or similar expenses which are to be borne by a
Series;
(iv) payment to, subject to receipt of Written
Instructions, the Fund's transfer agent, as agent for
the shareholders, an amount equal to the amount of
dividends and distributions stated in the Written
Instructions to be distributed in cash by the
transfer agent to shareholders, or, in lieu of paying
the Fund's transfer agent, PFPC Trust may arrange for
the direct payment of cash dividends and
distributions to shareholders in accordance with
procedures mutually agreed upon from time to time by
and among the Fund, PFPC Trust and the Fund's
transfer agent.
(v) payments, upon receipt of Written Instructions, in
connection with the conversion, exchange or surrender
of securities owned or subscribed to by the Fund and
held by or delivered to PFPC Trust;
(vi) payments of the amounts of dividends received with
respect to securities sold short;
(vii) payments made to a sub-custodian pursuant to
provisions in sub-section (c) of this Section; and
(viii) payments, upon Written Instructions, made for other
proper Fund purposes.
PFPC Trust is hereby authorized to endorse and collect all checks,
drafts or other orders for the payment of money received as custodian for the
Fund.
(c) Receipt of Securities; Sub-custodians.
(i) PFPC Trust shall hold all securities
received by it for the Accounts in a
separate account that physically segregates
such securities from those of any other
persons, firms or corporations, except for
securities held in a Book-Entry System or
through a sub-custodian or depository. All
such securities shall be held or disposed of
only upon Written Instructions of the Fund
pursuant to the terms of this Agreement.
PFPC Trust shall have no power or authority
to assign, hypothecate, pledge or otherwise
dispose of any such securities or
investment, except upon the express terms of
this Agreement and upon Written
Instructions, accompanied by a certified
resolution of the Fund's Board of Trustees,
authorizing the transaction. In no case may
any member of the Fund's Board of Trustees,
or any officer,
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employee or agent of the Fund withdraw any
securities.
At PFPC Trust's own expense and for its own
convenience, PFPC Trust may enter into
sub-custodian agreements with other United
States banks or trust companies to perform
duties described in this sub-section (c).
Such bank or trust company shall have an
aggregate capital, surplus and undivided
profits, according to its last published
report, of at least one million dollars
($1,000,000), if it is a subsidiary or
affiliate of PFPC Trust, or at least twenty
million dollars ($20,000,000) if such bank
or trust company is not a subsidiary or
affiliate of PFPC Trust. In addition, such
bank or trust company must be qualified to
act as custodian and agree to comply with
the relevant provisions of the 1940 Act and
other applicable rules and regulations. Any
such arrangement will not be entered into
without prior written notice to the Fund.
In addition, PFPC Trust may enter into
arrangements with sub-custodians with
respect to services regarding foreign
assets. Any such arrangement will not be
entered into without prior written notice to
the Fund (or as otherwise provided in the
1940 Act).
PFPC Trust shall remain responsible for the
performance of all of its duties described
in this Agreement and shall hold the Fund
and each Series harmless from its own acts
or omissions, under the standard of care
provided for herein, or the acts and
omissions of any sub-custodian chosen by
PFPC Trust under the terms of this
sub-section (c) to the same extent that PFPC
Trust is responsible for its own acts and
omissions under this Agreement.
(d) Transactions Requiring Instructions. Upon receipt of Oral
Instructions or Written Instructions and not otherwise, PFPC Trust shall:
(i) deliver any securities held for a Series against the
receipt of payment for the sale of such securities or
otherwise in accordance with standard market
practice;
(ii) execute and deliver to such persons as may be
designated in such Oral Instructions or Written
Instructions, proxies, consents, authorizations, and
any other instruments whereby the authority of a
Series as owner of any securities may be exercised;
(iii) deliver any securities to the issuer thereof, or its
agent, when such securities
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are called, redeemed, retired or otherwise become
payable; provided that, in any such case, the cash or
other consideration is to be delivered to PFPC Trust;
(iv) deliver any securities held for a Series against
receipt of other securities or cash issued or paid in
connection with the liquidation, reorganization,
refinancing, tender offer, merger, consolidation or
recapitalization of any corporation, or the exercise
of any conversion privilege;
(v) deliver any securities held for a Series to any
protective committee, reorganization committee or
other person in connection with the reorganization,
refinancing, merger, consolidation, recapitalization
or sale of assets of any corporation, and receive and
hold under the terms of this Agreement such
certificates of deposit, interim receipts or other
instruments or documents as may be issued to it to
evidence such delivery;
(vi) make such transfer or exchanges of the assets of the
Series and take such other steps as shall be stated
in said Oral Instructions or Written Instructions to
be for the purpose of effectuating a duly authorized
plan of liquidation, reorganization, merger,
consolidation or recapitalization of the Fund;
(vii) release securities belonging to a Series to any bank
or trust company for the purpose of a pledge or
hypothecation to secure any loan incurred by the Fund
on behalf of that Series; provided, however, that
securities shall be released only upon payment to
PFPC Trust of the monies borrowed, except that in
cases where additional collateral is required to
secure a borrowing already made subject to proper
prior authorization, further securities may be
released for that purpose; and repay such loan upon
redelivery to it of the securities pledged or
hypothecated therefor and upon surrender of the note
or notes evidencing the loan;
(viii) release and deliver securities owned by a Series in
connection with any repurchase agreement entered by
the Fund on behalf of that Series, but only on
receipt of payment therefor; and pay out monies of
the Fund in connection with such repurchase
agreements, but only upon the delivery of the
securities;
(ix) release and deliver or exchange securities owned by
the Fund in connection with any conversion of such
securities, pursuant to their terms, into other
securities;
(x) release and deliver securities owned by the Fund for
the purpose of redeeming in kind shares of the Fund
upon delivery thereof to PFPC Trust; and
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(xi) release and deliver or exchange securities owned by
the Fund for other corporate purposes.
PFPC Trust must also receive a certified resolution
describing the nature of the corporate purpose and
the name and address of the person(s) to whom
delivery shall be made when such action is pursuant
to sub-paragraph d. (xi).
(e) Use of Book-Entry System or Other Depository. The Fund
shall deliver to PFPC Trust certified resolutions of the Fund's Board of
Trustees approving, authorizing and instructing PFPC Trust on a continuous
basis, to deposit in Book-Entry Systems and other depositories all securities
belonging to the Series eligible for deposit therein and to utilize Book-Entry
Systems and other depositories to the extent possible in connection with
settlements of purchases and sales of securities by the Series, and deliveries
and returns of securities loaned, subject to repurchase agreements or used as
collateral in connection with borrowings. PFPC Trust shall continue to perform
such duties until it receives Written Instructions or Oral Instructions
authorizing contrary actions. Notwithstanding anything in this Agreement to the
contrary, PFPC Trust's use of a Book-Entry System shall comply with the
requirements of Rule 17f-4 under the 1940 Act.
PFPC Trust shall administer the Book-Entry System as follows:
(i) With respect to securities of each Series which are
maintained in a Book-Entry System or another
depository, the records of PFPC Trust shall identify
by Book-Entry or otherwise those securities belonging
to each Series. PFPC Trust shall furnish to the Fund
a detailed statement of the Property held for each
Series under this Agreement at least monthly and from
time to time and upon written request.
(ii) Securities and any cash of each Series deposited in a
Book-Entry System or another depository will (to the
extent consistent with applicable law and standard
practice) at all times be segregated from any assets
and cash controlled by PFPC Trust in other than a
fiduciary or custodian capacity but
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may be commingled with other assets held in such
capacities. PFPC Trust and its sub-custodian, if any,
will pay out money only upon receipt of securities
and will deliver securities only upon the receipt of
money.
(iii) All books and records maintained by PFPC Trust which
relate to the Fund's participation in a Book-Entry
System will at all times during PFPC Trust's regular
business hours be open to the inspection of
Authorized Persons, and PFPC Trust will furnish to
Custodian and the Fund all information in respect of
the services rendered as it may require.
PFPC Trust will also provide the Fund with such reports on its own
system of internal control as the Fund may reasonably request from time to time.
(f) Registration of Securities. All Securities held for a
Series which are issued or issuable only in bearer form, except such securities
held in the Book-Entry System or in another depository, shall be held by PFPC
Trust in bearer form; all other securities held for a Series may be registered
in the name of the Fund on behalf of that Series, PFPC Trust, the Book-Entry
System, another depository, a sub-custodian, or any duly appointed nominees of
the Fund, PFPC Trust, Book-Entry System, depository or sub-custodian. The Fund
reserves the right to instruct PFPC Trust as to the method of registration and
safekeeping of the securities of the Fund. The Fund agrees to furnish to PFPC
Trust appropriate instruments to enable PFPC Trust to hold or deliver in proper
form for transfer, or to register in the name of its nominee or in the name of
the Book-Entry System, any securities, which it may hold for a Series.
(g) Voting and Other Action. Neither PFPC Trust nor its
nominee shall vote any of the securities held pursuant to this Agreement by or
for the account of a Series, except in accordance with Written Instructions.
PFPC Trust, directly or through the use of another entity, shall execute in
blank and promptly deliver all notices, proxies and proxy soliciting materials
to the
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registered holder of such securities. If the registered holder is not the Fund
on behalf of a Series, then PFPC Trust shall deliver such materials timely to
the applicable investment adviser for the Series or such other party as may be
identified for such purpose in Written Instructions.
(h) Transactions Not Requiring Instructions. In the absence of
contrary Written Instructions, PFPC Trust is authorized to take the following
actions:
(i) Collection of Income and Other Payments.
(A) collect and receive for the account
of each Series, all income,
dividends, distributions, coupons,
option premiums, other payments and
similar items, included or to be
included in the Property, and, in
addition, promptly advise each
Series of such receipt and credit
such income, as collected, to each
Series' custodian account;
(B) endorse and deposit for collection,
in the name of the Fund, checks,
drafts, or other orders for the
payment of money;
(C) receive and hold for the account of
each Series all securities received
as a distribution on the Series'
securities as a result of a stock
dividend, share split-up or
reorganization, recapitalization,
readjustment or other rearrangement
or distribution of rights or similar
securities issued with respect to
any securities belonging to a Series
and held by PFPC Trust hereunder;
(D) present for payment and collect the
amount payable upon all securities
which may mature or be called,
redeemed, or retired, or otherwise
become payable (on a mandatory, not
contingent, basis) on the date such
securities become payable; and
(E) take any action which may be
necessary and proper in connection
with the collection and receipt of
such income and other payments and
the endorsement for collection of
checks, drafts, and other negotiable
instruments.
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(ii) Miscellaneous Transactions.
(A) deliver or cause to be delivered Property against
payment or other consideration or written receipt
therefor in the following cases:
(1) for examination by a broker or dealer selling for
the account of a Series in accordance with street
delivery custom;
(2) for the exchange of interim receipts or temporary
securities for definitive securities; and
(3) for transfer of securities into the name of the
Fund on behalf of a Series or PFPC Trust or
nominee of either, or for exchange of securities
for a different number of bonds, certificates, or
other evidence, representing the same aggregate
face amount or number of units bearing the same
interest rate, maturity date and call provisions,
if any; provided that, in any such case, the new
securities are to be delivered to PFPC Trust.
(B) Unless and until PFPC Trust receives Oral Instructions
or Written Instructions to the contrary, PFPC Trust
shall:
(1) pay all income items held by it which call for
payment upon presentation and hold the cash
received by it upon such payment for the account
of each Series;
(2) collect interest and cash dividends received, with
notice to the Fund, to the account of each Series;
(3) hold for the account of each Series all stock
dividends, rights and similar securities issued
with respect to any securities held by PFPC Trust;
and
(4) subject to receipt of such documentation and
information as PFPC Trust may request, execute as
agent on behalf of the Fund all necessary
ownership certificates required by a national
governmental taxing authority or under the laws of
any U.S. state now or hereafter in effect,
inserting the Fund's name, on
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behalf of a Series, on such certificate as the
owner of the securities covered thereby, to the
extent it may lawfully do so.
(iii) Other Matters.
(A) subject to receipt of such documentation and information
as PFPC Trust may request, PFPC Trust will, in such
jurisdictions as PFPC Trust may agree from time to time,
seek to reclaim or obtain a reduction with respect to
any withholdings or other taxes relating to assets
maintained hereunder (provided that PFPC Trust will not
be liable for failure to obtain any particular relief in
a particular jurisdiction); and
(B) PFPC Trust is authorized to deduct or withhold any sum
in respect of tax which PFPC Trust reasonably considers
is required to be deducted or withheld "at source" by
any relevant law or practice.
(i) Segregated Accounts.
(i) PFPC Trust shall upon receipt of Written Instructions or
Oral Instructions establish and maintain segregated
accounts on its records for and on behalf of each
Series. Such accounts may be used to transfer cash and
securities, including securities in a Book-Entry System
or another depository:
(A) for the purposes of compliance by the Fund with
the procedures required by a securities or option
exchange, providing such procedures comply with
the 1940 Act and any releases of the SEC relating
to the maintenance of segregated accounts by
registered investment companies; and
(B) upon receipt of Written Instructions, for other
proper corporate purposes.
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(ii) PFPC Trust shall arrange for the establishment of XXX
custodian accounts for such shareholders holding Shares
through XXX accounts, in accordance with the Fund's
prospectuses, the Internal Revenue Code of 1986, as
amended (including regulations promulgated thereunder),
and with such other procedures as are mutually agreed
upon from time to time by and among Custodian, the Fund,
PFPC Trust and the Fund's transfer agent.
(j) Purchases of Securities. PFPC Trust shall settle purchased
securities upon receipt of Oral Instructions or Written Instructions on behalf
of the Fund or its investment advisers that specify:
(i) the name of the issuer and the title of the securities,
including CUSIP number if applicable;
(ii) the number of shares or the principal amount purchased
and accrued interest, if any;
(iii) the date of purchase and settlement;
(iv) the purchase price per unit;
(v) the total amount payable upon such purchase;
(vi) the Series involved; and
(vii) the name of the person from whom or the broker through
whom the purchase was made. PFPC Trust shall upon
receipt of securities purchased by or for a Series pay
out of the monies held for the account of the Series the
total amount payable to the person from whom or the
broker through whom the purchase was made, provided that
the same conforms to the total amount payable as set
forth in such Oral Instructions or Written Instructions.
(k) Sales of Securities. PFPC Trust shall settle sold securities
upon receipt of Oral Instructions or Written Instructions on behalf of the Fund
that specify:
(i) the name of the issuer and the title of the security,
including CUSIP number if applicable;
(ii) the number of shares or principal amount sold, and
accrued interest, if
20
any;
(iii) the date of trade and settlement;
(iv) the sale price per unit;
(v) the total amount payable to the Fund upon such sale;
(vi) the name of the broker through whom or the person to
whom the sale was made; and
(vii) the location to which the security must be delivered and
delivery deadline, if any; and
(viii) the Series involved.
PFPC Trust shall deliver the securities upon receipt of the total amount
payable to the Series upon such sale, provided that the total amount payable is
the same as was set forth in the Oral Instructions or Written Instructions.
Subject to the foregoing, PFPC Trust may accept payment in such form as is
consistent with standard industry practice and may deliver securities and
arrange for payment in accordance with the customs prevailing among dealers in
securities.
(l) Reports; Proxy Materials.
(i) PFPC Trust shall furnish to the Fund the following
reports:
(A) such periodic and special reports as the Fund may
reasonably request;
(B) a monthly statement summarizing all transactions
and entries for the account of each Series,
listing each portfolio securities belonging to
each Series (with the corresponding security
identification number) held at the end of such
month and stating the cash balance of each Series
at the end of such month;
(C) the reports required to be furnished to the Fund
pursuant to Rule 17f-4; and
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(D) such other information as may be agreed upon from
time to time between or the Fund and PFPC Trust.
(ii) PFPC Trust shall transmit promptly to the Fund any proxy
statement, proxy material, notice of a call or
conversion or similar communication received by it as
sub-custodian of the Property and PFPC Trust shall use
its best efforts, within reasonable limits, to transmit
promptly to the Fund any class action notices and tender
or exchange offers. PFPC Trust shall be under no other
obligation to inform the Fund as to such actions or
events.
(m) Crediting of Accounts. PFPC Trust may in its sole discretion
credit an Account with respect to income, dividends, distributions, coupons,
option premiums, other payments or similar items prior to PFPC Trust's actual
receipt thereof, and in addition PFPC Trust may in its sole discretion credit or
debit the assets in an Account on a contractual settlement date with respect to
any sale, exchange or purchase applicable to the Account; provided that nothing
herein or otherwise shall require PFPC Trust to make any advances or to credit
any amounts until PFPC Trust's actual receipt thereof. If PFPC Trust in its sole
discretion credits an Account with respect to (a) income, dividends,
distributions, coupons, option premiums, other payments or similar items on a
contractual payment date or otherwise in advance of PFPC Trust's actual receipt
of the amount due, (b) the proceeds of any sale or other disposition of assets
on the contractual settlement date or otherwise in advance of PFPC Trust's
actual receipt of the amount due or (c) provisional crediting of any amounts
due, and (i) PFPC Trust is subsequently unable to collect full and final payment
for the amounts so credited within a reasonable time period using reasonable
efforts or (ii) pursuant to
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standard industry practice, law or regulation PFPC Trust is required to repay to
a third party such amounts so credited, or if any Property has been incorrectly
credited, PFPC Trust shall have the absolute right in its sole discretion
without demand to reverse any such credit or payment, to debit or deduct the
amount of such credit or payment from the Account, and to otherwise pursue
recovery of any such amounts so credited from the Fund. The Fund hereby grants a
first priority contractual possessory security interest in and a right of setoff
against the assets maintained in an Account hereunder in the amount necessary to
secure the return and payment to PFPC Trust of any advance or credit made by
PFPC Trust (including charges related thereto) to such Account.
(n) Collections. All collections of monies or other property in
respect, or which are to become part, of the Property (but not the safekeeping
thereof upon receipt by PFPC Trust) shall be at the sole risk of the Fund. If
payment is not received by PFPC Trust within a reasonable time after proper
demands have been made, PFPC Trust shall notify the Fund in writing, including
copies of all demand letters, any written responses, memoranda of all oral
responses and shall await instructions from the Fund. PFPC Trust shall not be
obliged to take legal action for collection unless and until reasonably
indemnified to its satisfaction. PFPC Trust shall also notify the Fund as soon
as reasonably practicable whenever income due on securities is not collected in
due course and shall provide the Fund with periodic status reports of such
income collected after a reasonable time.
(o) Foreign Exchange. PFPC Trust and/or sub-custodians may enter
into or arrange foreign exchange transactions (at such rates as they may
reasonably consider appropriate) in order to facilitate transactions under this
Agreement, and such entities and/or their affiliates may receive compensation in
connection with such foreign exchange transactions.
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15. DURATION AND TERMINATION. This Agreement shall be effective on the
date first written above and shall continue until August 31, 2005 (the "Initial
Term"). Upon the expiration of the Initial Term, this Agreement shall
automatically renew for successive terms of one (1) year ("Renewal Terms") each
provided that it may be terminated by the Fund or PFPC Trust without penalty
during a Renewal Term upon written notice given at least sixty (60) days prior
to termination. During either the Initial Term or the Renewal Terms, this
Agreement may also be terminated on an earlier date by the Fund or PFPC Trust
for cause.
With respect to the Fund, cause shall mean PFPC Trust's material breach of
this Agreement causing it to fail to substantially perform its duties under this
Agreement. In order for such material breach to constitute "cause" under this
Paragraph, PFPC Trust must receive written notice from the Fund specifying the
material breach and PFPC Trust shall not have corrected such breach within a
30-day period. The Fund may terminate this Agreement for cause immediately in
the event of the appointment of a conservator or receiver for PFPC Trust or any
assignee or successor hereunder by the applicable regulator or upon the
happening of a like event at the direction of any appropriate regulatory agency
or court of competent jurisdiction. With respect to PFPC Trust, cause includes,
but is not limited to, the failure of the Fund and each Series, to pay the
compensation set forth in writing pursuant to Paragraph 11 of this Agreement
after it has received written notice from PFPC Trust specifying the amount due
and the Fund shall not have paid that amount within a 30-day period. A
constructive termination of this Agreement will result where a substantial
percentage of the Fund's assets are transferred, merged or are otherwise removed
from the Fund to another fund(s) that is not serviced by PFPC Trust. Any notice
of termination for cause shall be effective sixty (60)
24
days from the date of any such notice. Upon the termination hereof, the Fund
shall pay to PFPC Trust such compensation as may be due for the period prior to
the date of such termination. Any termination effected shall not affect the
rights and obligations of the parties under Paragraphs 12 and 13 hereof.
In the event this Agreement is terminated (pending appointment of a
successor to PFPC Trust or vote of the shareholders of the Fund to dissolve or
to function without a custodian of its cash, securities or other property), PFPC
Trust shall not deliver cash, securities or other property of the Series to the
Fund. If a successor to PFPC Trust is not appointed by the Fund within such
sixty (60) day period, PFPC Trust may deliver them to a bank or trust company of
PFPC Trust's choice, having an aggregate capital, surplus and undivided profits,
as shown by its last published report, of not less than twenty million dollars
($20,000,000), as a custodian for the Fund to be held under the terms of this
Agreement. PFPC Trust shall not be required to make any such delivery or payment
until full payment shall have been made to PFPC Trust of all of its fees,
compensation, costs and expenses. PFPC Trust shall have a security interest in
and shall have a right of setoff against the Property as security for the
payment of such fees, compensation, costs and expenses.
16. NOTICES. All notices and other communications, including Written
Instructions, shall be in writing or by confirming telegram, cable, telex or
facsimile sending device. Notice shall be addressed (a) if to PFPC Trust at 0000
Xxxxxxx Xxxxxxxxx, 0xx Xxxxx, Xxxxxxxxxxxx, Xxxxxxxxxxxx 00000, (or its
successor) (b) if to the Fund, c/o Wilmington Trust Company, 0000 Xxxxx Xxxxxx
Xx., Xxxxxxxxxx, DE., Attn: Xxxx X. Xxxxx or (c) if to neither of the foregoing,
at such other address as shall have been given by like notice to the sender of
any such notice or other communication by the
25
other party. If notice is sent by confirming telegram, cable, telex or facsimile
sending device, it shall be deemed to have been given immediately. If notice is
sent by first-class mail, it shall be deemed to have been given five days after
it has been mailed. If notice is sent by messenger, it shall be deemed to have
been given on the day it is delivered.
17. AMENDMENTS. This Agreement, or any term hereof, may be changed or
waived only by a written amendment, signed by the party against whom enforcement
of such change or waiver is sought.
18. DELEGATION; ASSIGNMENT. Subject to the provision of Section 14(c)
hereof, PFPC Trust may assign its rights and delegate its duties hereunder to
any majority-owned direct or indirect subsidiary of PFPC Trust or The PNC
Financial Services Group, Inc., provided that (i) PFPC Trust gives the Fund
thirty (30) days' prior written notice; (ii) the delegate (or assignee) agrees
with PFPC Trust and the Fund to comply with all relevant provisions of the 1940
Act; and (iii) PFPC Trust and such delegate (or assignee) promptly provide such
information as the Fund may request, and respond to such questions as the Fund
may ask, relative to the delegation (or assignment), including (without
limitation) the capabilities of the delegate (or assignee).
19. COUNTERPARTS. This Agreement may be executed in two or more
counterparts, each of which shall be deemed an original, but all of which
together shall constitute one and the same instrument.
20. FURTHER ACTIONS. Each party agrees to perform such further acts and
execute such further documents as are necessary to effectuate the purposes
hereof.
21. MISCELLANEOUS.
26
(a) Entire Agreement. This Agreement embodies the entire agreement
and understanding between the parties and supersedes all prior agreements and
understandings relating to the subject matter hereof, provided that the parties
may embody in one or more separate documents their agreement, if any, with
respect to delegated duties and Oral Instructions.
(b) Captions. The captions in this Agreement are included for
convenience of reference only and in no way define or delimit any of the
provisions hereof or otherwise affect their construction or effect.
(c) Governing Law. This Agreement shall be deemed to be a contract
made in Delaware and governed by Delaware law, without regard to principles of
conflicts of law.
(d) Partial Invalidity. 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.
(e) Successors and Assigns. This Agreement shall be binding upon and
shall inure to the benefit of the parties hereto and their respective successors
and permitted assigns.
(f) Facsimile Signatures. The facsimile signature of any party to
this Agreement shall constitute the valid and binding execution hereof by such
party.
27
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed as of the day and year first above written.
PFPC TRUST COMPANY
By:_______________________________
Title:____________________________
WT INVESTMENT TRUST I
By:_______________________________
Name: Xxxx X. Xxxxx
Title: Vice President and Chief
Financial Officer
28
AUTHORIZED PERSONS APPENDIX
NAME (TYPE) SIGNATURE
----------- ---------
----------------------
----------------------
----------------------
----------------------
----------------------
----------------------
29
EXHIBIT A
THIS EXHIBIT A, dated as of September 2, 2003 is Exhibit A to that certain
Custodian Services Agreement dated September 2, 2003 between PFPC Trust Company
and WT Investment Trust I.
Series
International Multi-Manager Series
Large Cap Core Series
WT Large Cap Growth Series
Large Cap Multi-Manager Series
Large Cap Quantitative Series
Large Cap Value Series
Mid Cap Series
Mid Cap Multi-Manager Series
Mid Cap Quantitative Series
Mid Cap Value Series
Small Cap Core Series
Small Cap Growth Series
Small Cap Multi-Manager Series
Small Cap Quantitative Series
Small Cap Value Series
Real Estate Series
WT Balanced Series
30
