SUB-ADVISORY AGREEMENT
BETWEEN
WT MUTUAL FUND
AND
ROXBURY CAPITAL MANAGEMENT LLC
AGREEMENT made this 1st day of July, 2005, by and
between WT Mutual Fund, a Delaware statutory trust
(hereinafter called the "Fund"), and Roxbury Capital
Management LLC, a limited liability company organized under
the laws of the state of Delaware (hereinafter called the
"Sub-Adviser").
WHEREAS, the Fund is registered under the Investment
Company Act of 1940, as amended (the "1940 Act"), as an
open-end management investment company, and offers for sale
distinct series of shares of beneficial interest (each, a
"Portfolio" and collectively, the "Portfolios"), each
corresponding to a distinct portfolio; and
WHEREAS, the Fund desires to avail itself of the
services, information, advice, assistance and facilities
of an investment sub-adviser on behalf of one or more
Portfolios of the Fund, and to have that investment sub-
adviser provide or perform for the Portfolios various
research, statistical and investment services; and
WHEREAS, the Sub-Adviser is willing to furnish such
services to the Fund with respect to each of the Portfolios
listed on Schedule A to this Agreement on the terms and
conditions hereinafter set forth;
NOW, THEREFORE, in consideration of the promises and
the mutual covenants herein contained, it is agreed
between the parties as follows:
1. Employment of the Sub-Adviser. The Fund hereby
employs the Sub-Adviser to invest and reinvest the assets
of the Portfolios in the manner set forth in Section 2 of
this Agreement subject to the direction of ▇▇▇▇▇▇ Square
Management Corporation (the "Adviser") and the Trustees and
the officers of the Fund, for the period, in the manner,
and on the terms set forth hereinafter. The Sub-Adviser
hereby accepts such employment and agrees during such
period to render the services and to assume the obligations
herein set forth. The Sub-Adviser shall for all purposes
herein be deemed to be an independent contractor and shall,
except as expressly provided or authorized (whether herein
or otherwise), have no authority to act for or represent
the Fund in any way or otherwise be deemed an agent of the
Fund.
2. Obligations of, and Services to be Provided by, the
Sub-Adviser. The Sub-Adviser undertakes to provide the
services hereinafter set forth and to assume the following
obligations:
A. Investment Sub-Advisory Services.
(i) The Sub-Adviser shall direct the investments of
each Portfolio, subject to and in accordance with the
Portfolio's investment objective, policies and limitations
as provided in its Prospectus and Statement of Additional
Information (the "Prospectus") and other governing
instruments, as amended from time to time, and any other
directions and policies which the Trustees may issue to the
Sub-Adviser from time to time.
(ii) The Sub-Adviser is authorized, in its discretion
and without prior consultation with the Fund, to purchase
and sell for each Portfolio, securities and other
investments consistent with the Portfolio's objectives and
policies.
B. Corporate Management Services.
(i) The Sub-Adviser shall furnish for the use of the
Fund office space and all office facilities,
equipment and personnel necessary for servicing
the investments of the Fund.
(ii) The Sub-Adviser shall pay the salaries of all
personnel of the Fund and the Sub-Adviser performing
services relating to research, statistical and investment
activities on behalf of the Fund.
C. Provision of Information Necessary for Preparation
of Registration Statement, Amendments and Other Materials.
The Sub-Adviser will make available and provide such
information as the Adviser, the Fund or its administrator
may reasonably request for use in the preparation of its
registration statement, reports and other documents
required by any applicable federal, foreign or state
statutes or regulations.
D. Code of Ethics. The Sub-Adviser has adopted a
written code of ethics complying with the requirements of
Rule 17j-1 under the 1940 Act and Section 204A of the
Investment Advisers Act of 1940 and will provide the Fund
and its administrator, on the date of this Agreement, a
copy of the code of ethics and evidence of its adoption.
Within forty-five (45) days of the end of the last calendar
quarter of each year while this Agreement is in effect, an
executive officer of the Sub-Adviser shall certify to the
Trustees that the Sub-Adviser has complied with the
requirements of Rule 17j-1 and Section 204A during the
previous year and that there has been no violation of the
Sub-Adviser's code of ethics or, if such a violation has
occurred, that appropriate action was taken in response to
such violation. Upon the written request of the Fund or
its administrator, the Sub-Adviser shall permit the Fund or
its administrator to examine the reports required to be
made to the Sub-Adviser by Rule 17j-1(c)(1).
E. Disqualification. The Sub-Adviser shall
immediately notify the Adviser and the Trustees of the
occurrence of any event which would disqualify the Sub-
Adviser from serving as an investment adviser of an
investment company pursuant to Section 9 of the 1940 Act or
any other applicable statute or regulation.
F. Other Obligations and Services. The Sub-Adviser
shall make its officers and employees available to the
Adviser, the Trustees and officers of the Fund for
consultation and discussion regarding the management of
each Portfolio and its investment activities.
3. Execution and Allocation of Portfolio Brokerage.
A. The Sub-Adviser, subject to the control and
direction of the Trustees, shall have authority and
discretion to select brokers and dealers to execute
portfolio transactions for each Portfolio, and for the
selection of the markets on or in which the transactions
will be executed.
B. In acting pursuant to Section 3A, the Sub-Adviser
will place orders through such brokers or dealers in
conformity with the portfolio transaction policies set
forth in the Fund's registration statement.
C. It is understood that neither the Fund nor the
Sub-Adviser will adopt a formula for allocation of a
Portfolio's brokerage.
D. It is understood that the Sub-Adviser may, to the
extent permitted by applicable laws and regulations,
aggregate securities to be sold or purchased for any
Portfolio and for other clients of the Sub-Adviser in order
to obtain the most favorable price and efficient execution.
In that event, allocation of the securities purchased or
sold, as well as expenses incurred in the transaction, will
be made by the Sub-Adviser in the manner it considers to be
the most equitable and consistent with its fiduciary
obligations to the Fund and to its other clients.
E. It is understood that the Sub-Adviser may, in its
discretion, use brokers who provide a Portfolio with
research, analysis, advice and similar services to execute
portfolio transactions on behalf of the Portfolio, and the
Sub-Adviser may pay to those brokers in return for
brokerage and research services a higher commission than
may be charged by other brokers, subject to the Sub-
Adviser determining in good faith that such commission is
reasonable in terms either of the particular transaction
or of the overall responsibility of the Sub-Adviser to the
Portfolio and its other clients and that the total
commissions paid by such Portfolio will be reasonable in
relation to the benefits to the Portfolio over the long term.
F. It is understood that the Sub-Adviser may use
brokers who (i) are affiliated with the Sub-Adviser
provided that no such broker will be utilized in any
transaction in which such broker acts as principal; and
(ii) the commissions, fees or other remuneration received
by such brokers is reasonable and fair compared to the
commissions fees or other remuneration paid to other
brokers in connection with comparable transactions
involving similar securities being purchased or sold during
a comparable period of time.
G. The Sub-Adviser shall provide such reports as the
Trustees may reasonably request with respect to each
Portfolio's total brokerage and portfolio transaction
activities and the manner in which that business was allocated.
4. Expenses of the Fund. It is understood that the
Fund will pay all its expenses other than those expressly
stated to be payable by the Sub-Adviser hereunder, which
expenses payable by the Fund shall include, without
limitation:
A. fees payable for administrative services;
B. fees payable for accounting services;
C. the cost of obtaining quotations for
calculating the value of the assets of each Portfolio;
D. interest and taxes;
E. brokerage commissions, dealer spreads and
other costs in connection with the purchase or sale of securities;
F. compensation and expenses of its
Trustees other than those who are "interested
persons" of the Fund within the meaning of the 1940 Act;
G. legal and audit expenses;
H. fees and expenses related to the registration
and qualification of the Fund and its shares for
distribution under state and federal securities laws;
I. expenses of typesetting, printing and
mailing reports, notices and proxy material to
shareholders of the Fund;
J. all other expenses incidental to holding
meetings of the Fund's shareholders, including proxy
solicitations therefor;
K. premiums for fidelity bond and other insurance coverage;
L. the Fund's association membership dues;
M. expenses of typesetting for printing Prospectuses;
N. expenses of printing and distributing
Prospectuses to existing shareholders;
O. out-of-pocket expenses incurred in connection
with the provision of custodial and transfer agency service;
P. service fees payable by each Portfolio to the
distributor for providing personal services to the
shareholders of each Portfolio and for maintaining
shareholder accounts for those shareholders;
Q. distribution fees; and
R. such non-recurring expenses as may arise,
including costs arising from threatened legal
actions, suits and proceedings to which the Fund is a
party and the legal obligation which the Fund may
have to indemnify its Trustees and officers with
respect thereto.
5. Compensation of the Sub-Adviser. For the services
and facilities to be furnished hereunder, the Sub-Adviser
shall receive sub-advisory fees calculated at the annual
rates listed along with each Portfolio's name in Schedule B
attached hereto. The aggregate of such sub-advisory fees
for all Portfolios shall be payable monthly as soon as
practicable after the last day of each month based on each
Portfolio's average daily net assets.
6. Activities and Affiliates of the Sub-Adviser.
A. The services of the Sub-Adviser to the Fund
are not to be deemed exclusive, and the Sub-Adviser
is free to render services to others and engage in
other activities; provided, however, that such other
services and activities do not, during the term of
this Agreement, interfere, in a material manner, with
the Sub-Adviser's ability to meet all of its
obligations with respect to rendering services to the
Fund hereunder.
B. The Fund acknowledges that the Sub-Adviser or
one or more of its "affiliated persons" may have
investment responsibilities or render investment
advice to or perform other investment advisory
services for other individuals or entities and that
the Sub-Adviser, its "affiliated persons" or any of
its or their directors, officers, agents or employees
may buy, sell or trade in securities for its or their
respective accounts ("Affiliated Accounts"). Subject
to the provisions of Section 3 of this Agreement, the
Fund agrees that the Sub-Adviser or its "affiliated
persons" may give advice or exercise investment
responsibility and take such other action with respect
to Affiliated Accounts which may differ from the
advice given or the timing or nature of action with
respect to the Portfolios of the Fund, provided that
the Sub-Adviser acts in good faith. The Fund
acknowledges that one or more of the Affiliated
Accounts may at any time hold, acquire, increase,
decrease, dispose of or otherwise deal with positions
in investments in which one or more Portfolios may
have an interest. The Sub-Adviser shall have no
obligation to recommend for any Portfolio a position
in any investment which an Affiliated Account may
acquire, and the Fund shall have no first refusal, co-
investment or other rights in respect of any such
investment, either for its Portfolios or otherwise.
C. Subject to and in accordance with the
Agreement and Declaration of Trust and By-Laws of the
Fund as currently in effect and the 1940 Act and the
rules thereunder, it is understood that Trustees,
officers and agents of the Fund and shareholders of
the Fund are or may be interested in the Sub-Adviser
or its "affiliated persons" as directors, officers,
agents or shareholders of the Sub-Adviser or its
"affiliated persons"; that directors, officers, agents
and shareholders of the Sub-Adviser or its "affiliated
persons" are or may be interested in the Fund as
trustees, officers, agents, shareholders or otherwise;
that the Sub-Adviser or its "affiliated persons" may
be interested in the Fund as shareholders or
otherwise; and that the effect of any such interests
shall be governed by said Agreement and Declaration of
Trust, By-Laws and the 1940 Act and the rules thereunder.
7. Liabilities of the Sub-Adviser.
A. Except as provided below, in the absence of
willful misfeasance, bad faith, gross negligence, or
reckless disregard of obligations or duties hereunder
on the part of the Sub-Adviser, the Sub-Adviser shall
not be subject to liability to the Fund or to any
shareholder of the Fund or its Portfolios for any act
or omission in the course of, or connected with,
rendering services hereunder or for any losses that
may be sustained in the purchase, holding or sale of
any security or the making of any investment for or
on behalf of the Fund.
B. No provision of this Agreement shall be
construed to protect any Trustee or officer of the
Fund, or the Sub-Adviser, from liability in violation
of Sections 17(h), 17(i), 36(a) or 36(b) of the 1940 Act.
8. Effective Date; Term. This Agreement shall become
effective on the date first written above and shall remain
in force for a period of two years from such date, and from
year to year thereafter, but only so long as such
continuance is specifically approved at least annually by
the Board of Trustees, including the vote of a majority of
the Trustees who are not "interested persons" of the Fund,
cast in person at a meeting called for the purpose of
voting on such approval, or by vote of a majority of the
outstanding voting securities. The aforesaid provision
shall be construed in a manner consistent with the 1940 Act
and the rules and regulations thereunder.
9. Assignment. No "assignment" of this Agreement
shall be made by the Sub-Adviser, and this Agreement shall
terminate automatically in event of such assignment. The
Sub-Adviser shall notify the Fund in writing in advance of
any proposed change of "control" to enable the Fund to take
the steps necessary to enter into a new sub-advisory
agreement.
10. Amendment. This Agreement may be amended at any
time, but only by written agreement between the Sub-Adviser
and the Fund, which amendment is subject to the approval of
the Trustees of the Fund and, where required by the 1940
Act, the shareholders of any affected Portfolio in the
manner required by the 1940 Act and the rules thereunder.
11. Termination. This Agreement:
A. may at any time be terminated without payment
of any penalty by the Fund with respect to any
Portfolio (by vote of the Board of Trustees of the
Fund or by "vote of a majority of the outstanding
voting securities") on sixty (60) days' written notice
to the Sub-Adviser;
B. shall immediately terminate in the event of its
"assignment"; and
C. may be terminated with respect to any
Portfolio by the Adviser or the Sub-Adviser on sixty
(60) days' written notice to the Fund.
12. Definitions. As used in this Agreement, the terms
"affiliated person," "assignment," "control," "interested
person" and "vote of a majority of the outstanding voting
securities" shall have the meanings set forth in the 1940
Act and the rules and regulations thereunder, subject to
any applicable orders of exemption issued by the Securities
and Exchange Commission.
13. Notice. Any notice under this Agreement shall be
given in writing addressed and delivered or mailed postage
prepaid to the other party to this Agreement at its
principal place of business.
14. Severability. If any provision of this Agreement
shall be held or made invalid by a court decision, statute,
rule or otherwise, the remainder of this Agreement shall
not be affected thereby.
15. Governing Law. To the extent that state law has
not been preempted by the provisions of any law of the
United States heretofore or hereafter enacted, as the same
may be amended from time to time, this Agreement shall be
administered, construed and enforced according to the laws
of the state of Delaware.
IN WITNESS WHEREOF the parties have caused this
instrument to be signed on their behalf by their respective
officers thereunto duly authorized, and their respective
seals to be hereunto affixed, all as of the date first
written above.
WT MUTUAL FUND
By: /s/▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
President & CEO
ROXBURY CAPITAL MANAGEMENT LLC
By: /s/▇▇▇▇▇ ▇▇▇
▇▇▇▇▇ ▇▇▇
President
SCHEDULE A
TO
INVESTMENT SUB-ADVISORY AGREEMENT
DATED JULY 1, 2005
BETWEEN
WT MUTUAL FUND
AND
ROXBURY CAPITAL MANAGEMENT LLC
Portfolios of WT Mutual Fund
Wilmington Small Cap Core Portfolio
SCHEDULE B
TO
INVESTMENT SUB-ADVISORY AGREEMENT
DATED JULY 1, 2005
BETWEEN
WT MUTUAL FUND
AND
▇▇▇▇▇▇ SQUARE MANAGEMENT CORPORATION
Investment Sub-Advisory Fee Schedule
ANNUAL FEE AS A PERCENTAGE
OF AVERAGE DAILY NET
ASSETS MANAGED BY THE
PORTFOLIO/FUND SUB-ADVISER
("MANAGED ASSETS")
Wilmington Small Cap Core 1.00% of the
Portfolio's first $1
billion of Managed
Assets;
0.95% of the
Portfolio's next $1
billion of Managed
Assets; and
0.90% of the Portfolio's
Managed Assets over $2
billion.