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EXHIBIT D(V)
CLEMENTE CAPITAL, INC.
SUB-ADVISORY AGREEMENT
THIS SUB-ADVISORY AGREEMENT is made as of the 1ST DAY OF NOVEMBER,
1999, among WT Investment Trust I, a Delaware business trust (the "Fund"),
Wilmington Trust Company (the "Adviser"), a corporation organized under the
laws of the state of Delaware and Clemente Capital, Inc. a corporation
organized under the laws of the state of New York (the "Sub-Adviser" ) .
WHEREAS, the Fund is registered under the Investment Company Act of
1940, as amended (the "1940 Act"), as an open-end management investment
company and offers for public sale distinct series of shares of beneficial
interest; and
WHEREAS, the International Multi-Manager Series (the "Series") is a
series of the Fund; and
WHEREAS, the Adviser acts as the investment adviser for the Series
pursuant to the terms of an Investment Advisory Agreement between the Fund
and the Adviser under which the Adviser is responsible for the coordination
of investment of the Series' assets in portfolio securities; and
WHEREAS, the Adviser is authorized under the Investment Advisory
Agreement to delegate its investment responsibilities to one or more persons
or companies;
NOW THEREFORE, in consideration of the promises and mutual covenants
herein contained, the Fund, the Adviser and the Sub-Adviser agree as follows:
1. APPOINTMENT OF SUB-ADVISER. The Adviser and the Fund hereby appoint and
employ the Sub-Adviser as a discretionary portfolio manager, on the
terms and conditions set forth herein, of those assets of the Series
which the Adviser determines to assign to the Sub-Adviser (those assets
being referred to as the "Series Account"). The Adviser may, from time
to time, make additions to and withdrawals, including cash and cash
equivalents, from the Series Account.
2. ACCEPTANCE OF APPOINTMENT. The Sub-Adviser accepts its appointment as a
discretionary portfolio manager and agrees to use its professional
judgment to make investment decisions for the Series with respect to
the investments of the Series Account and to implement such decisions
on a timely basis in accordance with the provisions of this Agreement.
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3. DELIVERY OF DOCUMENTS. The Adviser has furnished the Sub-Adviser with
copies properly certified or authenticated of each of the following and
will promptly provide the Sub-Adviser with copies properly certified or
authenticated of any amendment or supplement thereto:
(a) The Series' Investment Advisory Agreement;
(b) The Fund's most recent effective registration statement and
financial statements as filed with the Securities and Exchange
Commission;
(c) The Fund's Agreement and Declaration of Trust and By-Laws; and
(d) Any policies, procedures or instructions adopted or approved by
the Fund's Board of Trustees relating to obligations and services
provided by the Sub-Adviser.
4. PORTFOLIO MANAGEMENT SERVICES OF THE SUB-ADVISER. The Sub-Adviser is
hereby employed and authorized to select portfolio securities for
investment by the Series, to purchase and to sell securities for
the Series Account, and upon making any purchase or sale decision,
to place orders for the execution of such portfolio transactions in
accordance with Sections 6 and 7 hereof and Schedule A hereto (as
amended from time to time). In providing portfolio management
services to the Series Account, the Sub-Adviser shall be subject to
and shall conform to such investment restrictions as are set forth
in the 1940 Act and the rules thereunder, the Internal Revenue
Code, applicable state securities laws, applicable statutes and
regulations of foreign jurisdictions, the supervision and control
of the Board of Trustees of the Fund, such specific instructions as
the Board of Trustees may adopt and communicate to the Sub-Adviser,
the investment objective, policies and restrictions of the Fund
applicable to the Series furnished pursuant to Section 5 of this
Agreement, the provisions of Schedule A and Schedule B hereto and
other instructions communicated to the Sub-Adviser by the Adviser.
The Sub-Adviser is not authorized by the Fund to take any action,
including the purchase or sale of securities for the Series
Account, in contravention of any restriction, limitation,
objective, policy or instruction described in the previous
sentence. The Sub-Adviser shall maintain on behalf of the Fund the
records listed in Schedule B hereto (as amended from time to time).
At the Fund's reasonable request, the Sub-Adviser will consult with
the Fund or with the Adviser with respect to any decision made by
it with respect to the investments of the Series Account.
5. INVESTMENT OBJECTIVE, POLICIES AND RESTRICTIONS. The Fund will provide
the Sub-Adviser with the statement of investment objective,
policies and restrictions applicable to the Series as contained in
the Series' Prospectus and Statement of Additional Information, all
amendments or supplements to the Prospectus and Statement of
Additional Information, and any instructions adopted by the Board
of Trustees supplemental thereto. The Fund agrees, on an ongoing
basis, to notify the Sub-Adviser in writing of each change in the
fundamental and non-fundamental
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investment policies of the Series and will provide the Sub-Adviser
with such further information concerning the investment objective,
policies, restrictions and such other information applicable
thereto as the Sub-Adviser may from time to time reasonably request
for performance of its obligations under this Agreement. The Fund
retains the right, on written notice to the Sub-Adviser or the
Adviser, to modify any such objective, policies or restrictions in
accordance with applicable laws, at any time.
6. TRANSACTION PROCEDURES. All transactions will be consummated by payment
to or delivery by the custodian designated by the Fund (the
"Custodian"), or such depositories or agents as may be designated
by the Custodian in writing, of all cash and/or securities due to
or from the Series Account, and the Sub-Adviser shall not have
possession or custody thereof. The Sub-Adviser shall advise the
Custodian and confirm in writing to the Fund and to the
administrator designated by the Fund or any other designated agent
of the Fund, all investment orders for the Series Account placed by
it with brokers and dealers at the time and in the manner set forth
in Schedule B hereto (as amended from time to time). The Fund shall
issue to the Custodian such instructions as may be appropriate in
connection with the settlement of any transaction initiated by the
Sub-Adviser. The Fund shall be responsible for all custodial
arrangements and the payment of all custodial charges and fees,
and, upon giving proper instructions to the Custodian, the
Sub-Adviser shall have no responsibility or liability with respect
to custodial arrangements or the acts, omissions or other conduct
of the Custodian, except that it shall be the responsibility of the
Sub-Adviser to take appropriate action if the Custodian fails to
confirm in writing proper execution of the instructions.
7. ALLOCATION OF BROKERAGE. The Sub-Adviser shall have authority and
discretion to select brokers and dealers (including brokers that may be
affiliates of the Sub-Adviser to the extent permitted by Section 7(c)
hereof) to execute portfolio transactions initiated by the Sub-Adviser,
and for the selection of the markets on or in which the transactions
will be executed, subject to the following and subject to conformance
with the policies and procedures disclosed in the Fund's Prospectus and
Statement of Additional Information and the policies and procedures
adopted by the Fund's Board of Trustees.
(a) In executing portfolio transactions, the Sub-Adviser will
give primary consideration to securing the best price and
execution. Consistent with this policy, the Sub-Adviser
may consider the financial responsibility, research and
investment information and other services provided by
brokers or dealers who may effect or be a party to any
such transaction or other transactions to which other
clients of the Sub-Adviser may be a party. It is
understood that neither the Fund, the Adviser nor the
Sub-Adviser has adopted a formula for allocation of the
Fund's investment transaction business. It is also
understood that it is desirable for the Fund that the
Sub-Adviser have access to supplemental investment and
market research and security and economic analyses
provided by certain brokers who may execute brokerage
transactions at a higher commission to the Fund than may
result when allocating brokerage to other brokers on the
basis of seeking the lowest commission. Therefore, the
Sub-Adviser is authorized to place orders for the
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purchase and sale of securities for the Series with
certain such brokers, subject to review by the Fund's
Board of Trustees from time to time with respect to the
extent and continuation of this practice. It is understood
that the services provided by such brokers may be useful
to the Sub-Adviser in connection with its services to
other clients of the Sub-Adviser. The Sub-Adviser is also
authorized to place orders with certain brokers for
services deemed by the Adviser to be beneficial for the
Fund; and the Sub-Adviser shall follow the directions of
the Adviser or the Fund in this regard.
(b) On occasions when the Sub-Adviser deems the purchase or sale
of a security to be in the best interest of the Series as
well as other clients of the Sub-Adviser, the Sub-Adviser,
to the extent permitted by applicable laws and
regulations, may, but shall be under no obligation to,
aggregate the securities to be sold or purchased in order
to obtain the best price and execution. In such event,
allocation of the securities so purchased or sold, as well
as expenses incurred in the transaction, will be made by
the Sub-Adviser in the manner it considers to be the most
equitable and consistent with its fiduciary obligations to
the Fund in respect of the Series and to such other clients.
(c) The Sub-Adviser agrees that it will not execute without the
prior written approval of the Adviser any portfolio
transactions for the Series Account with a broker or dealer
which is (i) an affiliated person of the Fund, including the
Adviser or any Sub-Adviser for any Series of the Fund; (ii) a
principal underwriter of the Fund's shares; or (iii) an
affiliated person of such an affiliated person or principal
underwriter. The Adviser agrees that it will provide the
Sub-Adviser with a list of such brokers and dealers.
(d) The Adviser shall render regular reports to the Fund of the
total brokerage business placed and the manner in which the
allocation has been accomplished.
8. PROXIES. The Sub-Adviser will vote all proxies solicited by or with
respect to issuers of securities in which assets of the Series Account
may be invested from time to time. At the request of the Sub-Adviser,
the Adviser shall provide the Sub-Adviser with its recommendations as
to the voting of such proxies.
9. REPORTS TO THE SUB-ADVISER. The Fund will provide the Sub-Adviser with
such periodic reports concerning the status of the Series Account as
the Sub-Adviser may reasonably request.
10. FEES FOR SERVICES. The compensation of the Sub-Adviser for its services
under this Agreement shall be calculated and paid by the Adviser in
accordance with the attached Schedule C. Pursuant to the provisions of
the Investment Advisory Agreement between the Fund and the Adviser, the
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Adviser is solely responsible for the payment of fees to the
Sub-Adviser, and the Sub-Adviser agrees to seek payment of the
Sub-Adviser's fees solely from the Adviser.
11. OTHER INVESTMENT ACTIVITIES OF THE SUB-ADVISER. The Fund acknowledges
that the Sub-Adviser or one or more of its affiliated persons may
have investment responsibilities or render investment advice to or
perform other investment advisory services for other individuals or
entities and that the Sub-Adviser, its affiliated persons or any of
its or their directors, officers, agents or employees may buy, sell
or trade in any securities for its or their own respective accounts
("Affiliated Accounts"). Subject to the provisions of Section 7(b)
hereof, the Fund agrees that the Sub-Adviser or its affiliated
persons may give advice or exercise investment responsibility and
take such other action with respect to other Affiliated Accounts
which may differ from the advice given or the timing or nature of
action taken with respect to the Series Account, provided that the
Sub-Adviser acts in good faith, and provided further, that it is
the Sub-Adviser's policy to allocate, within its reasonable
discretion, investment opportunities to the Series Account over a
period of time on a fair and equitable basis relative to the
Affiliated Accounts, taking into account the investment objective
and policies of the Series and any specific investment restrictions
applicable thereto. The Fund acknowledges that one or more of the
Affiliated Accounts may at any time hold, acquire, increase,
decrease, dispose of or otherwise deal with positions in
investments in which the Series Account may have an interest from
time to time, whether in transactions which involve the Series
Account or otherwise. The Sub-Adviser shall have no obligation to
acquire for the Series Account a position in any investment which
any Affiliated Account may acquire, and the Fund shall have no
first refusal, co-investment or other rights in respect of any such
investment, either for the Series Account or otherwise.
12. CERTIFICATE OF AUTHORITY. The Fund, the Adviser and the Sub-Adviser
shall furnish to each other from time to time certified copies of the
resolutions of their Boards of Trustees/Directors or executive
committees, as the case may be, evidencing the authority of officers
and employees who are authorized to act on behalf of the Fund, a Series
Account, the Adviser and/or the Sub-Adviser.
13. LIMITATION OF LIABILITY. The Sub-Adviser shall not be liable for any
action taken, omitted or suffered to be taken by it in its reasonable
judgment, in good faith and believed by it to be authorized or within
the discretion or rights or powers conferred upon it by this Agreement,
or in accordance with (or in the absence of) specific directions or
instructions from the Fund or the Adviser, provided, however, that such
acts or omissions shall not have resulted from the Sub-Adviser's
willful misfeasance, bad faith, gross negligence or a reckless
disregard of duty. Nothing in this Section 13 shall be construed in a
manner inconsistent with Section 17(i) of the 1940 Act.
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14. CONFIDENTIALITY. Subject to the duty of the Sub-Adviser, the Adviser
and the Fund to comply with applicable law, including any demand of any
regulatory or taxing authority having jurisdiction, the parties hereto
shall treat as confidential all material non-public information
pertaining to the Series Account and the actions of the Sub-Adviser,
the Adviser and the Fund in respect thereof.
15. ASSIGNMENT. No assignment of this Agreement shall be made by the
Sub-Adviser, and this Agreement shall terminate automatically in the
event of such assignment. The Sub-Adviser shall notify the Fund and the
Adviser in writing sufficiently in advance of any proposed change of
control within the meaning of the 1940 Act to enable the Fund and the
Adviser to take the steps necessary to enter into a new contract with
the Sub-Adviser.
16. REPRESENTATIONS, WARRANTIES AND AGREEMENTS OF THE FUND.
The Fund represents, warrants and agrees that:
(a) The Sub-Adviser has been duly appointed by the Board of
Trustees of the Fund to provide investment services to the
Series Account as contemplated hereby.
(b) The Fund will deliver to the Sub-Adviser a true and complete
copy of its then current Prospectus and Statement of
Additional Information as effective from time to time and such
other documents or instruments governing the investment of the
Series Account and such other information as is necessary for
the Sub-Adviser to carry out its obligations under this
Agreement.
(c) The Fund is currently in compliance and shall at all times
continue to comply with the requirements imposed upon the Fund
by applicable law and regulations.
17. REPRESENTATIONS, WARRANTIES AND AGREEMENTS OF THE ADVISER. The Adviser
represents, warrants and agrees that:
(a) The Adviser has been duly authorized by the Board of Trustees
of the Fund to delegate to the Sub-Adviser the provision of
investment services to the Series Account as contemplated
hereby.
(b) The Adviser is currently in compliance and shall at all times
continue to comply with the requirements imposed upon the
Adviser by applicable law and regulations.
18. REPRESENTATIONS. WARRANTIES AND AGREEMENTS OF THE SUB-ADVISER. The
Sub-Adviser represents, warrants and agrees that:
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(a) The Sub-Adviser is registered as an "investment adviser" under
the Investment Advisers Act of 1940 ("Advisers Act") or is a
"bank" as defined in Section 202(a)(2) of the Advisers Act.
(b) The Sub-Adviser will maintain, keep current and preserve on
behalf of the Fund, in the manner required or permitted by
the 1940 Act, the records identified in Schedule B. The
Sub-Adviser agrees that such records (unless otherwise
indicated on Schedule B) are the property of the Fund, and
will be surrendered to the Fund promptly upon request. The
Sub-Adviser agrees to keep confidential all records of the
Fund and information relating to the Fund, unless the
release of such records or information is otherwise
consented to in writing by the Fund or the Adviser. The
Fund and the Adviser agree that such consent shall not be
unreasonably withheld and may not be withheld where the
Sub-Adviser may be exposed to civil or criminal contempt
proceedings or when required to divulge such information
or records to duly constituted authorities.
(c) The Sub-Adviser will complete such reports concerning
purchases or sales of securities on behalf of the Series
Account as the Adviser or the Fund may from time to time
require to ensure compliance with the 1940 Act, the Internal
Revenue Code, applicable state securities laws and applicable
statutes and regulations of foreign jurisdictions.
(d) The Sub-Adviser has adopted a written code of ethics
complying with the requirements of Rule 17j-1 under the
1940 Act and Section 204A of the Advisers Act and has
provided the Fund with a copy of the code of ethics and
evidence of its adoption. Within forty-five (45) days of
the end of the last calendar quarter of each year while
this Agreement is in effect, the president or a vice
president or general partner of the Sub-Adviser shall
certify to the Fund that the Sub-Adviser has complied with
the requirements of Rule 17j-1 and Section 204A during the
previous year and that there has been no violation of the
Sub-Adviser's code of ethics or, if such a violation has
occurred, that appropriate action was taken in response to
such violation. Upon the written request of the Fund, the
Sub-Adviser shall permit the Fund, its employees or its
agents to examine the reports required to be made to the
Sub-Adviser by Rule 17j-1(c)(1).
(e) The Sub-Adviser will promptly after filing with the Securities
and Exchange Commission an amendment to its Form ADV furnish a
copy of such amendment to the Fund and the Adviser.
(f) The Sub-Adviser will immediately notify the Fund and the
Adviser of the occurrence of any event which would disqualify
the Sub-Adviser from serving as an investment adviser of an
investment company pursuant to Section 9 of the 1940 Act or
otherwise. The Sub-Adviser will also immediately notify the
Fund and the Adviser if it is served or otherwise receives
notice of any action, suit,
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proceeding, inquiry or investigation, at law or in equity,
before or by any court, public board or body, involving the
affairs of the Series.
19. AMENDMENT. This Agreement may be amended at any time, but only by
written agreement among the Sub-Adviser, the Adviser and the Fund,
which amendment, other than amendments to Schedules A and B, is subject
to the approval of the Board of Trustees and, to the extent required by
the 1940 Act, the shareholders of the Series in the manner required by
the 1940 Act and the rules thereunder, subject to any applicable orders
of exemption issued by the Securities and Exchange Commission.
20. EFFECTIVE DATE; TERM. This Agreement shall become effective on the date
first written above and shall remain in force for a period of time
of two years from such date, and from year to year thereafter but
only so long as such continuance is specifically approved at least
annually by the vote of a majority of the Trustees who are not
interested persons of the Fund, the Adviser or the Sub-Adviser,
cast in person at a meeting called for the purpose of voting on
such approval, and by a vote of the Board of Trustees or of a
majority of the outstanding voting securities of the Series. The
aforesaid requirement that this Agreement may be continued
"annually" shall be construed in a manner consistent with the 1940
Act and the rules and regulations thereunder.
21. TERMINATION.
(a) This Agreement may be terminated by the Fund (by a vote of the
Board of Trustees of the Fund or by a vote of a majority of
the outstanding voting securities of the Series), without the
payment of any penalty, immediately upon written notice to the
other parties hereto, in the event of a material breach of any
provision thereof by the party so notified or otherwise by the
Fund, upon sixty (60) days' written notice to the other
parties hereto, but any such termination shall not affect the
status, obligations or liabilities of any party hereto to the
others.
(b) This Agreement may also be terminated by the Adviser or the
Sub-Adviser, without the payment of any penalty immediately
upon written notice to the other parties hereto, in the event
of a material breach of any provision thereof by the party so
notified if such breach shall not have been cured within a
20-day period after notice of such breach or otherwise by the
Adviser or the Sub-Adviser upon sixty (60) days' written
notice to the other parties hereto, but any such termination
shall not affect the status, obligations or liabilities of any
party hereto to the others.
22. DEFINITIONS. As used in this Agreement, the terms "affiliated person,"
"assignment," "control," "interested person," "principal underwriter"
and "vote of a majority of the outstanding voting securities" shall
have the meanings set forth in the 1940 Act and the rules and
regulations
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thereunder, subject to any applicable orders of exemption issued by the
Securities and Exchange Commission.
23. NOTICE. Any notice under this Agreement shall be given in writing
addressed and delivered or mailed, postage prepaid, to the other
parties to this Agreement at their principal place of business.
24. SEVERABILITY. If any provision of this Agreement shall be held or made
invalid by a court decision, statute, rule or otherwise, the remainder
of this Agreement shall not be affected thereby.
25. GOVERNING LAW. To the extent that state law is not preempted by the
provisions of any law of the United States heretofore or hereafter
enacted, as the same may be amended from time to time, this Agreement
shall be administered, construed and enforced according to the laws of
the State of Delaware.
26. ENTIRE AGREEMENT. This Agreement and the Schedules attached hereto
embodies the entire agreement and understanding between the parties.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed, as of the day and year first written above.
WT INVESTMENT TRUST I
on behalf of
THE INTERNATIONAL MULTI-MANAGER SERIES
By: /S/ ROBERT J. CHRISTIAN
Robert J. Christian, President
CLEMENTE CAPITAL, INC.
By: /S/ CLEMENTE CAPITAL, INC.
WILMINGTON TRUST COMPANY
By: /S/ ROBERT J. CHRISTIAN
Robert J. Christian, Senior Vice President
SCHEDULES: A. Operating Procedures
B. Record Keeping Requirements
C Fee Schedule
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SCHEDULE A
DATED NOVEMBER 1, 1999
TO
SUB-ADVISORY AGREEMENT
DATED NOVEMBER 1, 1999
AMONG WT INVESTMENT
TRUST I, WILMINGTON TRUST
COMPANY AND CLEMENTE CAPITAL, INC.
OPERATING PROCEDURES
From time to time the Adviser shall issue written Operating Procedures which
shall govern reporting of transactions and other matters so as to facilitate (i)
the monitoring of the Fund's compliance with the restrictions and limitations
applicable to the operations of a registered investment company and (ii) the
preparation of reports to the Board of Trustees, regulatory authorities and
shareholders.
SUBSTANTIVE LIMITATIONS
A. The Sub-Adviser will manage the Series Account as if the Series Account
were a registered investment company subject to the investment
objective, policies and limitations applicable to the Series stated
in the Fund's Prospectus and Statement of Additional Information,
as from time to time in effect, included in the Fund's registration
statement or a supplement thereto under the Securities Act of 1933
and the Investment Company Act of 1940 (the "1940 Act"), as each
may be amended from time to time; provided, however, that if a more
stringent restriction or limitation than any of the foregoing is
stated in Section B of this Schedule, the more stringent
restriction or limitation shall apply to the Series Account.
B. The Sub-Adviser shall not, without the written approval of the Adviser,
on behalf of the Series Account:
1. purchase securities of any issuer if such purchase would cause
more than 3.33 % of the voting securities of such issuer to be
held in the Series Account (1940 Act Section 5(b)(1); IRC*
Section 851(b)(4)(a)(ii));
2. purchase securities if such purchase would cause:
a. more than 1 % of the outstanding voting stock of any other
investment company to be held in the Series Account
(1940 Act Section 12(d)(1)(A)(i)),
--------
* Internal Revenue Code
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b. securities issued by any other investment company having an
aggregate value in excess of 5 % of the value of the total
assets in the Series Account to be held in the Series
Account (1940 Act Section 12(d)(1)(A)(i)),
c. securities issued by all other investment companies
having an aggregate value in excess of 10% of the
value of the total assets of the Series Account to be
held in the Series Account (1940 Act
Section 12(d)(1)(A)(iii)),
d. more than 3.33% of the outstanding voting stock of any
registered closed-end investment company to be held in the
Series Account, and by any other investment company having as
its investment adviser any of the Sub-Advisers, the Adviser,
or any other investment adviser to the Fund (1940 Act
Section 12(d)(1)(C));
3. purchase securities of any insurance company if such purchase
would cause more than 3.33% of the outstanding voting
securities of any insurance company to be held in the Series
Account (1940 Act Section 12(d)(2)); or
4. purchase securities of or any interest in any person who is a
broker, a dealer, is engaged in the business of underwriting,
is an investment adviser to an investment company or is a
registered investment adviser under the Investment Advisers
Act of 1940 unless
a. such purchase is of a security of any issuer that, in
its most recent fiscal year, derived 15% or less of
its gross revenues from securities-related activities
(1940 Act Rule 12d3-l(a)), or
b. despite the fact that such purchase is of any security of
any issuer that derived more than 15% of its gross revenues
from securities-related activities:
(1) immediately after the purchase of any equity security, the
Series Account would not own more than 5% of outstanding
securities of that class of the issuer's equity securities
(1940 Act Rule 12d3-1(b)(1));
(2) immediately after the purchase of any debt security, the
Series Account would not own more than 10% of the
outstanding principal amount of the issuer's debt securities
(1940 Act Rule 12d3-1(b)(2)); and
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(3) immediately after the purchase, not more than 5% of the value
of the Series Account's total assets would be invested in the
issuer's securities (1940 Act Rule 12d3-1(b)(3)).
C. In the event that the number of Sub-Advisers shall vary from three (3),
the percentage limitations of Subsections B1, B2a, B2d, B3, B4b(1) and
B4b(4) of this Schedule shall be adjusted (i) in the case of an
increase in the number of Sub-Advisers, proportionately downward and
(ii) in the case of a decrease of the number of Sub-Advisers,
proportionately upward.
The Adviser shall notify the Sub-Adviser of an increase or decrease in
the number of Sub-Advisers and the proportionate decrease or increase
in the percentages specified in the subsections enumerated in the
preceding sentence, but the Adviser's failure to do so shall not affect
the operation of this Section C of this Schedule.
D. The Sub-Adviser will manage the Series Account so that no more than 10%
of the gross income of the Series Account is derived from any source
other than dividends, interest, payments with respect to securities
loans (as defined in IRC Section 512(a)(5)), and gains from the sale
or other disposition of stock or securities (as defined in the 1940
Act Section 2(a)(36)) or foreign currencies, or other income
(including, but not limited to, gains from options, futures, or forward
contracts) derived with respect to the Series's business of investing
in such stock, securities, or currencies (IRC Section 851(b)(2)).
<PAGE>
SCHEDULE B
DATED NOVEMBER 1, 1999
TO
SUB-ADVISORY AGREEMENT
DATED NOVEMBER 1, 1999
AMONG WT INVESTMENT
TRUST I, WILMINGTON TRUST
COMPANY AND CLEMENTE CAPITAL, INC.
RECORD KEEPING REQUIREMENTS
RECORDS TO BE MAINTAINED BY THE SUB-ADVISER:
A. (Rule 31a-l(b)(5) and (6)). A record of each brokerage order, and all
other portfolio purchases and sales, given by the Sub-Adviser on behalf
of the Series Account for, or in connection with, the purchase or sale
of securities, whether executed or unexecuted. Such records shall
include:
1. the name of the broker;
2. the terms and conditions of the order and of any modification
or cancellation thereof;
3. the time of entry or cancellation;
4. the price at which executed;
5. the time of receipt of a report of execution; and
6. the name of the person who placed the order on behalf of the
Series Account.
B. (Rule 31a-l(b)(9)). A record for each fiscal quarter, completed within
ten (10) days after the end of the quarter, showing specifically the
basis or bases (e.g. execution ability, execution and research) upon
which the allocation of orders for the purchase and sale of portfolio
securities to named brokers or dealers was effected, and the division
of brokerage commissions or other compensation on such purchase and
sale orders. Such record:
1. shall include the consideration given to:
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a. the sale of shares of the Fund by brokers or dealers;
b. the supplying of services or benefits by brokers or dealers to:
(1) the Fund,
(2) the Adviser,
(3) the Sub-Adviser, and
(4) any person other than the foregoing; and
c. any other consideration other than the technical qualifications
of the brokers and dealers as such;
2. shall show the nature of the services or benefits made available;
3. shall describe in detail the application of any general or specific
formula or other determinant used in arriving at such allocation of
purchase and sale orders and such division of brokerage commissions
or other compensation; and
4. shall show the name of the person responsible for making the
determination of such allocation and such division of brokerage
commissions or other compensation.
C. (Rule 31a-l(b)(10)). A record in the form of an appropriate memorandum
identifying the person or persons, committees or groups authorizing the
purchase or sale of portfolio securities. Where an authorization is
made by a committee or group, a record shall be kept of the names of
its members who participate in the authorization. There shall be
retained as part of this record: any memorandum, recommendation or
instruction supporting or authorizing the purchase or sale of portfolio
securities and such other information as is appropriate to support the
authorization.*
D. (Rule 31a-1(f)). Such accounts, books and other documents as are required
to be maintained by registered investment advisers by rule adopted under
----------
* Such information might include: the current Form 10-K, annual and quarterly
reports, press releases, reports by analysts and from brokerage firms (including
their recommendation, i.e., buy, sell, hold) or any internal reports or
portfolio adviser reviews.
<PAGE>
Section 204 of the Investment Advisers Act of 1940, to the extent such
records are necessary or appropriate to record the Sub-Adviser's
transactions with respect to the Series Account.
<PAGE>
SCHEDULE C
DATED NOVEMBER 1, 1999
TO
SUB-ADVISORY AGREEMENT
DATED NOVEMBER 1, 1999
AMONG WT INVESTMENT
TRUST I, WILMINGTON TRUST
COMPANY AND CLEMENTE CAPITAL, INC.
FEE SCHEDULE
For the services to be provided to the Series pursuant to the attached
Sub-Advisory Agreement, the Adviser shall pay the Sub-Adviser a monthly fee
in accordance with the following formula:
Monthly Fee = (.50% x net asset value of the Sub-Adviser's Series Account
on the last business day of the month) / 12
Such fee shall be payable in arrears within 15 business days following the
end of each month.
