EXECUTION COPY
EXHIBIT 23(D)(IV)
SUB-ADVISORY AGREEMENT
▇▇▇▇▇▇▇ ▇▇▇▇▇ ASSET MANAGEMENT, L.P.
THIS SUB-ADVISORY AGREEMENT (the "Agreement") is made as of
the 23rd day of May, 2003 among WT Investment Trust I, a Delaware business trust
(the "Fund"), ▇▇▇▇▇▇ Square Management Corporation (the "Adviser"), a Delaware
corporation, and ▇▇▇▇▇▇▇ ▇▇▇▇▇ Asset Management, L.P., a Delaware limited
partnership organized under the laws of the State of Delaware (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 several series of shares of beneficial
interest, a series of which is the International Multi-Manager Series (the
"Series");
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 from the Series Account.
The Sub-Adviser acknowledges that the Fund may have one or more other
sub-advisers and that the Adviser shall from time to time determine the portion
of the Fund's assets to be managed by the Sub-Adviser. With respect to the Fund,
the Sub-Adviser shall be responsible only for the Series Account and the
Sub-Adviser shall have no responsibility for, and shall be released from any
liabilities or losses relating to, any other portion(s) or segment(s) of the
Fund.
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.
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,
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 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
-2-
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 and, to the extent applicable, Futures Commission Merchants ("FCM") at
the time and in the manner set forth in Schedule A 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 provided that with respect to procedures governing transactions
involving affiliates such as those adopted pursuant to the 1940 Act. Rule 17a-7,
Rule 17e-1 and Rule 10f-3, such procedures will identify any affiliate of the
Adviser and the Series, other than affiliates of the Sub-Adviser. The
Sub-Advisor shall not bear any responsibility and shall be released from any
loss or cost which results from entering into a trade pursuant to the Series'
Rule 17a-7, 17e-1 or 10f-3 procedures with any affiliated entity, other than
affiliates of the Sub-Advisor, not specifically identified to the Sub-Advisor by
the Advisor.
a. In executing portfolio transactions, the Sub-Adviser will give
primary consideration to securing the best 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 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.
-3-
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 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 equitable and consistent with its fiduciary
obligations to the Fund in respect of the Series and to such other clients.
c. The Sub-Adviser may engage in agency transactions with any of
its affiliated broker-dealers, subject to best execution, in accordance with
Section 11(a) of the Securities Exchange Act of 1934 and Rule 11a2-2(T)
thereunder, Section 17(e) of the 1940 Act and Rule 17e-1 thereunder and other
applicable laws and regulations. Sub-Adviser agrees not to conduct any brokerage
activity with: (i) the principal underwriter of the Fund's shares; or (ii) an
affiliated person of such principal underwriter. The Adviser agrees that it will
provide the Sub-Adviser with written notice of such affiliated 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.
e. The Adviser hereby agrees and consents that the Sub-Adviser
and its affiliates are authorized to execute agency cross transactions
(collectively "Cross transactions") for the Series provided such transactions
comply with Rule 206(3)-2 under the Investment Advisers Act of 1940 ("Advisers
Act"), Rule 17e-1 under the 1940 Act and any other applicable laws or
regulations. Cross transactions are transactions which may be effected by the
Sub-Adviser or its affiliates acting as broker for both the Series and the
counterparty to the transaction. Cross transactions enable the Sub-Adviser to
purchase or sell a block of securities for an account at a set price and
possibly avoid an unfavorable price movement that may be created through
entrance into the market with such purchase or sell order. However, the Adviser
should note that the Sub-Adviser has a potentially conflicting division of
loyalties and responsibilities regarding both parties to Cross transactions and
that the Sub-Adviser, or any of its affiliates, if acting as broker; may receive
commissions from both parties to such transactions. The Sub-Adviser acknowledges
that it is prohibited from recommending any Cross transactions to its advisory
clients on both sides of the transaction and understands that its authority as
the Sub-Adviser to execute Cross transactions for the Account is terminable at
will without penalty, effective upon receipt by the Sub-Adviser of written
notice from the Adviser, and that the failure to terminate such authorization
will result in its continuation.
In connection with any agency Cross transactions, the Sub-Adviser will
provide the Series with a confirming letter describing the details of such
trades, and other reports or information that the Series may reasonably request.
The Sub-Adviser will disclose to the Series the commissions received by the
Sub-Adviser or its affiliates for executing the other side of the transaction.
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 consistent
-4-
with the Sub-Adviser's proxy voting guidelines and procedures, as submitted to
the Board of Trustees for review from time to time.
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. For the services rendered, the Sub-Adviser shall be
paid an annual fee of 0.50% of the average daily net assets of the Series
Account. The fee shall be payable monthly as soon as practicable after the last
day of each month based on the Series Account's average daily net assets.
11. OTHER INVESTMENT ACTIVITIES OF THE SUB-ADVISER. The Adviser understands
that the Sub-Adviser is part of a worldwide, full service investment banking,
broker-dealer, asset management organization, and as such, the Sub-Adviser and
its affiliates and their managing directors, directors, officers and employees
have multiple advisory, transactional and financial and other interests as more
fully described in the Sub-Adviser 's Form ADV, Part II. The Adviser understands
that the Sub-Adviser's affiliates offer a broad range of brokerage and
investment banking services, that the employees of the Sub-Adviser and its
affiliates may from time to time act as directors, officers, or employees of
companies whose securities are publicly traded, and that as a result, such
employees may acquire information of a confidential nature. The Adviser agrees
that the Sub-Adviser may, but shall not be required to, render investment advice
with respect to any such company, and that the Sub-Adviser may in its discretion
withhold any such knowledge or information or refuse to advise with respect to
such company, whether or not the Series Account shall include securities of such
company, if in the Sub-Adviser's judgment the disclosure of such knowledge or
information or the rendering of investment advice on the basis thereof would be
unfair, inequitable, a breach of any fiduciary obligation of the Sub-Adviser to
some other person, or unlawful. For the same reasons, the Sub-Adviser may, in
its discretion, exclude securities and other property from the Series Account,
and the Sub-Adviser shall not be required to give advice on securities and other
property which it or its affiliates have distributed, are distributing or
propose to distribute. The Sub-Adviser and any affiliated parties may give
advice and take action in the performance of their duties with respect to any of
their clients which may differ from advice given, or the timing or nature of
action taken, with respect to the Fund. Nothing in this Agreement shall be
deemed to impose upon the Sub-Adviser or any affiliated parties any obligation
to purchase or sell or to recommend for purchase or sale for the Fund any
security or other property which the Sub-Adviser or any affiliated parties may
purchase or sell for their own account or for the account of any other client,
if in the Sub-Adviser's sole discretion, such action or such recommendation is
undesirable or impractical for the Fund. Nothing in this Agreement shall limit
or restrict the Sub-Adviser or any affiliated parties from trading for their own
account. The Sub-Adviser or any affiliated parties or other clients may have or
trade in investments which are at the same time being traded for the Fund. The
Sub-Adviser shall have no obligation to acquire for the Fund a position which
the Sub-Adviser or any affiliated parties may acquire for their own or the
account of another client, so long as it continues to be the policy and practice
of the Sub-Adviser not to favor or disfavor any client or class of clients in
the allocation of investment opportunities.
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
-5-
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, the 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.
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. This Agreement shall terminate automatically in the event
of its 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 continue to
comply with the material 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.
-6-
b. The Adviser is currently in compliance and shall continue to
comply with the requirements imposed upon the Adviser by applicable law and
regulations.
c. The Adviser is registered as an "investment adviser" under the
Investment Advisers Act of 1940 ("Advisers Act") and will continue to be so
registered for so long as this Agreement remains in effect.
d. The Fund and the Advisor acknowledge and agree that the
Sub-Advisor shall have no supervisory responsibilities with respect to any
anti-money laundering program or efforts on behalf of the Fund or the Series.
e. The Adviser has the authority to enter into and perform the
services contemplated by this Agreement and will promptly notify the Sub-Adviser
of the occurrence of any event that would disqualify it from serving as an
investment adviser of any investment company pursuant to Section 9(a) of the
1940 Act or otherwise.
f. The Adviser represents and warrants that the Fund is duly
registered as an open-end investment company under the 1940 Act and shall
promptly notify the Sub-Adviser if the Fund is no longer so registered or
covered by an applicable exemption from registration.
18. REPRESENTATIONS, WARRANTIES AND AGREEMENTS OF THE SUB-ADVISER. The
Sub-Adviser represents, warrants and agrees that:
a. The Sub-Adviser is registered as an "investment adviser" under
the Advisers Act and has the authority to enter into and perform the services
contemplated by this Agreement.
The Sub-Adviser is currently in compliance and shall continue
to comply with the requirements imposed upon the Sub-Adviser by applicable law
and regulations.
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
-7-
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 or upon the written request of the
Adviser, 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(d)(1).
e. The Sub-Adviser will, promptly after filing with the
Securities and Exchange Commission an amendment to its Form ADV that materially
impacts the Sub-Adviser's policies, procedures or personnel related to its
duties hereunder, furnish a copy of such amendment to the Fund and the Adviser.
f. The Sub-Adviser will promptly 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, 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. USE OF ▇▇▇▇▇▇▇ ▇▇▇▇▇ NAME. It is understood that the name "▇▇▇▇▇▇▇,
Sachs & Co." or "▇▇▇▇▇▇▇ ▇▇▇▇▇" or any derivative thereof, any trade name,
trademark, trade device, service ▇▇▇▇, symbol or logo associated with those
names are the valuable property of the Sub-Adviser and that the Adviser has the
right to use such names (or derivative or logo), in offering materials or
promotional or sales-related materials of the Series, only with the prior
written approval of the Sub-Adviser and for so long as the Sub-Adviser is
Sub-Adviser of the Series. Notwithstanding the foregoing, the Sub-Adviser's
approval is not required when (i) previously approved materials are re-issued
with minor modifications, or (ii) the Adviser and Sub-Adviser identify materials
which they jointly determine do not require the Sub-Adviser's approval. Upon
termination of this Agreement, the Series and the Adviser shall forthwith cease
to use such name (or derivative or logo).
20. TAX COMPLIANCE TESTS. The Adviser shall be responsible for performing
tax compliance testing to monitor that the Series is in compliance with
subchapter M of the Internal Revenue Code.
21. INDEMNIFICATION. The Adviser agrees to indemnify and hold harmless the
Sub-Adviser and its officers, directors, agents and employees from any losses,
claims, damages, liabilities or litigation (including reasonable legal and other
related expenses) incurred by the Sub-Adviser that (i) are based upon any
willful misfeasance, bad faith or gross negligence by the Adviser (other than
Sub-Adviser or its employees); or (ii) are based upon any untrue statement or
alleged untrue statement of a material fact contained in the registration
statement, prospectus covering shares of the Series, Fund marketing materials
and advertising, or any amendment thereof or any supplement thereto, or the
omission or alleged omission to state therein a material fact required to be
stated therein or necessary to make the statement therein not misleading, unless
such
-8-
statement or omission was made in reliance upon written information furnished to
the Series or the Adviser or any affiliated person of the Adviser by the
Sub-Adviser or any affiliated person of the Sub-Adviser which itself is
materially misleading; and further provided, however, that the Adviser's
obligation under this Paragraph 21 shall be reduced to the extent that the claim
against, or the loss, liability, damage or litigation experienced by the
Sub-Adviser, is caused by or is otherwise directly related to the Sub-Adviser's
own willful misfeasance, bad faith or gross negligence.
The Sub-Adviser shall indemnify and hold harmless the Adviser and its officers,
directors, agents and employees from and against any and all claims, losses,
liabilities, damages or litigation (including reasonable attorney's fees and
other related expenses) incurred by the Adviser that are based upon the willful
misfeasance, bad faith, gross negligence or material breach of this Agreement by
the Sub-Adviser, provided, however, that the Sub-Adviser's obligation under this
Paragraph 21 shall be reduced to the extent that the claim against, or the loss,
liability, damage or litigation experienced by the Adviser, is caused by or is
otherwise directly related to the Adviser's own willful misfeasance, bad faith
or gross negligence.
Without limitation, the Sub-Adviser shall not have breached any obligation to
the Adviser and shall incur no liability for losses resulting from (i) the
actions of either the Advisor or the Fund's previous sub-advisor or from
following, in accordance with the standards set forth in this Agreement, the
directions of the Adviser, or the Sub-Advisers' failure to follow unlawful
directions of the Adviser; (ii) any act or omission of any other sub-advisers to
the Fund; or (iii) a force majeure or other events beyond the control of the
Sub-Adviser, including without limitation any failure, default or delay in
performance resulting from computer failure or a breakdown in communications not
reasonably within the control of the Sub-Adviser. No warranty is given by the
Sub-Adviser as to the performance or profitability of the Fund or any part
thereof or that the investment objectives of the Fund, including without
limitation its risk control or return objectives, will be successfully
accomplished and the Sub-Adviser shall have no liability in respect of any
losses arising as a result of any failure to achieve such objectives absent
willful misfeasance, bad faith or gross negligence.
The provisions of this Paragraph 21 shall survive termination of this Agreement.
22. 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 Schedule A and Schedule 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.
23. 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
-9-
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.
24. TERMINATION.
a. This Agreement may be terminated at any time 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.
25. 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 thereunder, subject to any
applicable orders of exemption issued by the Securities and Exchange Commission.
26. 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.
27. 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.
28. 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.
-10-
29. 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:__________________________________
Name: ▇▇▇▇ ▇. ▇▇▇▇▇
Title: Vice President
▇▇▇▇▇▇▇ Sachs Asset Management, L.P.
By:__________________________________
Name: ▇▇▇▇▇ ▇▇▇▇▇▇▇▇
Title: Managing Director
▇▇▇▇▇▇ Square Management Corporation
By:__________________________________
Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇, ▇▇.
Title: Vice President
-11-
SCHEDULE A
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
1. 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 2 of this Schedule, the more stringent restriction or
limitation shall apply to the Series Account.
2. The Sub-Adviser shall not, without the written approval of the Adviser,
on behalf of the Series Account:
a. purchase securities of any issuer if such purchase would cause
more than 10% 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));
b. purchase securities if such purchase would cause:
i. more than 3% 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)),
ii. 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)(ii)),
iii. securities issued by all other investment companies
(other than Treasury Stock) 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)),
iv. more than 10% 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
--------------------------------
* Internal Revenue Code
A-1
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));
c. purchase securities of any insurance company if such purchase
would cause more than 10% of the outstanding voting securities of any insurance
company to be held in the Series Account (1940 Act Section 12(d)(2)); or
d. 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
i. 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
ii. 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
(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)).
3. 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' business of investing in
such stock, securities, or currencies (IRC Section 851(b)(2)).
A-2
SCHEDULE B
RECORD KEEPING REQUIREMENTS
Records To Be Maintained by the Sub-Adviser:
1. (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:
a. the name of the broker;
b. the terms and conditions of the order and of any modification
or cancellation thereof;
c. the time of entry or cancellation;
d. the price at which executed;
e. the time of receipt of a report of execution; and
f. the name of the person who placed the order on behalf of the
Series Account.
2. (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:
a. shall include the consideration given to:
i. the sale of shares of the Fund by brokers or dealers;
ii. 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
iii. any other consideration other than the technical
qualifications of the brokers and dealers as such;
b. shall show the nature of the services or benefits made
available;
B-1
c. 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
d. shall show the name of the person responsible for making the
determination of such allocation and such division of brokerage commissions or
other compensation.
3. (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.*
4. (Rule 31a-1(f)). Such accounts, books and other documents as are
required to be maintained by registered investment advisers by rule adopted
under 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.
----------------------------------
* Such information might include: the current Form 10-K, annual and quarterly
reports, press releases, reports by analysts and from brokerage firms (including
their recommendations, i.e., buy, sell and hold) or any internal reports or
portfolio adviser reviews.
B-2