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EXHIBIT D(i)(a)
ADVISORY AGREEMENT
between
WT INVESTMENT TRUST I
and
WILMINGTON TRUST COMPANY
AGREEMENT made this 1st day of November 1999, by and between WT
Investment Trust I, a Delaware business trust (hereinafter called the "Fund"),
and Wilmington Trust Company, 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 (the
"Series"), 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 Series of the Fund, and to have that investment adviser provide or perform
for the Series 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 Series 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 Series in the manner set forth in Section
2 of this Agreement subject to the direction of the Trustees and the officers of
the Fund, for the period, in the manner, and on the terms set forth hereinafter.
The Adviser hereby accepts such employment and agrees during such period to
render the services and to assume the obligations herein set forth. The Adviser
shall for all purposes herein be deemed to be an independent contractor and
shall, except as expressly provided or authorized (whether herein or otherwise),
have no authority to act for or represent the Fund in any way or otherwise be
deemed an agent of the Fund.
2. OBLIGATIONS OF, AND SERVICES TO BE PROVIDED BY, THE ADVISER. The
Adviser undertakes to provide the services hereinafter set forth and to assume
the following obligations:
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A. INVESTMENT ADVISORY SERVICES.
(i) The Adviser shall direct the investments
of each Series, subject to and in accordance with the Series' 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 Series, securities and other investments consistent with the
Series' objectives and policies.
B. CORPORATE MANAGEMENT SERVICES.
(i) The Adviser shall furnish for the use of
the Fund office space and all office facilities, equipment and personnel
necessary for servicing the investments of the Fund.
(ii) The Adviser shall pay the salaries of all
personnel of the Fund and the Adviser performing services relating to
research, statistical and investment activities on behalf of the Fund.
C. PROVISION OF INFORMATION NECESSARY FOR PREPARATION OF
REGISTRATION STATEMENT, AMENDMENTS AND OTHER MATERIALS. The Adviser will make
available and provide such information as the Fund and/or its administrator
may reasonably request for use in the preparation of its registration
statement, reports and other documents required by any applicable federal,
foreign or state statutes or regulations.
D. CODE OF ETHICS. The Adviser has adopted a written
code of ethics complying with the requirements of Rule 17j-1 under the 1940
Act and Section 204A of the Investment Advisers Act of 1940 and will provide
the Fund and its administrator, on the date of this Agreement, a copy of the
code of ethics and evidence of its adoption. Within forty-five (45) days of
the end of the last calendar quarter of each year while this Agreement is in
effect, an executive officer of the Adviser shall certify to the Trustees
that the Adviser has complied with the requirements of Rule 17j-1 and Section
204A during the previous year and that there has been no violation of the
Adviser's code of ethics or, if such a violation has occurred, that
appropriate action was taken in response to such violation. Upon the written
request of the Fund or its administrator, the Adviser shall permit the Fund
or its administrator to examine the reports required to be made to the
Adviser by Rule 17j-l(c)(l).
E. DISQUALIFICATION. The Adviser shall immediately
notify the Trustees of the occurrence of any event which would disqualify the
Adviser from
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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 Series
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 Series, 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 Series' 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 Series 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 Series with research, analysis, advice
and similar services to execute portfolio transactions on behalf of the
Series, 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 Series and its other clients and that
the total commissions paid by such Series will be reasonable in relation to
the benefits to the Series 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
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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 Series' 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 Series, 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 Series;
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;
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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 Series to the distributor
for providing personal services to the shareholders of
each Series 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
Series' name in Schedule B attached hereto. The aggregate of
such advisory fees for all Series shall be payable monthly as
soon as practicable after the last day of each month based on
each Series' average daily net assets.
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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 advise 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 Series 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 Series may have an interest. The Adviser shall have no obligation to
recommend for any Series 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 Series 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 Series 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.
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B. No provision of this Agreement shall be construed to
protect any Trustee or officer of the Fund, or the Adviser, from liability in
violation of Sections 17(h), 17(i), 36(a) or 36(b) of the 1940 Act.
9. EFFECTIVE DATE; TERM. This Agreement shall become effective
on the date first written above and shall remain in force for a period of two
years from such date, and from year to year thereafter, but only so long as
such continuance is specifically approved at least annually by the Board of
Trustees, including the vote of a majority of the Trustees who are not
"interested persons" of the Fund, cast in person at a meeting called for the
purpose of voting on such approval, or by vote of a majority of the
outstanding voting securities. The aforesaid provision shall be construed in
a manner consistent with the 1940 Act and the rules and regulations
thereunder.
10. ASSIGNMENT. No "assignment" of this Agreement shall be made
by the Adviser, and this Agreement shall terminate automatically in event of
such assignment. The Adviser shall notify the Fund in writing in advance of
any proposed change of "control" to enable the Fund to take the steps
necessary to enter into a new advisory agreement.
11. AMENDMENT. This Agreement may be amended at any time, but
only by written agreement between the Adviser and the Fund, which amendment
is subject to the approval of the Trustees of the Fund and, where required by
the 1940 Act, the shareholders of any affected Series 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 Series (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 Series by the
Adviser on sixty (60) days' written notice to the Fund.
13. DEFINITIONS. As used in this Agreement, the terms
"affiliated person," "assignment," "control," "interested person" and "vote
of a majority of the outstanding voting securities" shall 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.
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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 INVESTMENT TRUST I
By:/S/ ROBERT J. CHRISTIAN
--------------------------
Name: ROBERT J. CHRISTIAN
Title: PRESIDENT
WILMINGTON TRUST COMPANY
By:/S/ ROBERT J. CHRISTIAN
--------------------------
Name: ROBERT J. CHRISTIAN
Title: SENIOR VICE PRESIDENT
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SCHEDULE A
DATED NOVEMBER 1,1999
TO
ADVISORY AGREEMENT
DATED NOVEMBER 1, 1999
BETWEEN
WT INVESTMENT TRUST I
AND
WILMINGTON TRUST COMPANY
Large Cap Core Series
Small Cap Core Series
Short/Intermediate Bond Series
Intermediate Bond Series
Municipal Bond Series
International Multi-Manager Series
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SCHEDULE B
DATED NOVEMBER 1, 1999
TO
ADVISORY AGREEMENT
DATED , 1999
BETWEEN
WT INVESTMENT TRUST I
AND
WILMINGTON TRUST COMPANY
FEE SCHEDULE
Series ANNUAL FEE AS A % OF
Average Daily Net Assets
LARGE CAP CORE SERIES .70% of the Series' first $1 billion of
average daily net assets; .65% of the
Series' next $1 billion of average daily
net assets; and .60% of the Series' average
daily net assets over $2 billion.
SMALL CAP CORE SERIES .60% of the Series' first $1 billion of
average daily net assets; .55% of the
Series' next $1 billion of average daily
net assets; and .50% of the Series' average
daily net assets over $2 billion.
SHORT/INTERMEDIATE SERIES .35% of the Series' first $1 billion of
average daily net assets; .30% of the
Series' next $1 billion of average daily
net assets; and .25% of the Series'
average daily net assets over $2 billion.
INTERMEDIATE BOND SERIES .35% of the Series' first $1 billion of
average daily net assets; .30% of the
Series' next $1 billion of average daily
net assets; and .25% of the Series' average
daily net assets over $2 billion.
MUNICIPAL BOND SERIES .35% of the Series' first $1 billion of
average daily net assets; .30% of the
Series' next $1 billion of average daily
net assets; and .25% of the Series' average
daily net assets over $2 billion.
INTERNATIONAL MULTI-MANAGER SERIES .65% of the Series average daily net assets.
