EXHIBIT 22 (d)(xx)
FORM OF INVESTMENT ADVISORY AGREEMENT
BETWEEN
WT MUTUAL FUND
AND
ROXBURY CAPITAL MANAGEMENT LLC
AGREEMENT made this ______ day of _________ , 2005, by and between WT
Mutual Fund, a Delaware business trust (hereinafter called the "Fund"), and
Roxbury Capital Management LLC, a corporation organized under the laws of the
state of Delaware (hereinafter called the "Adviser").
WHEREAS, the Fund is registered under the Investment Company Act of 1940,
as amended (the "1940 Act"), as an open-end management investment company, and
offers for sale distinct series of shares of beneficial interest (the "Series"),
each corresponding to a distinct portfolio; and
WHEREAS, the Fund desires to avail itself of the services, information,
advice, assistance and facilities of an investment adviser on behalf of one or
more Series of the Fund, and to have that investment adviser provide or perform
for the Series various research, statistical and investment services; and
WHEREAS, the Adviser is willing to furnish such services to the Fund with
respect to each of the Series listed on Schedule A to this Agreement on the
terms and conditions hereinafter set forth;
NOW, THEREFORE, in consideration of the promises and the mutual covenants
herein contained, it is agreed between the parties as follows:
1. EMPLOYMENT OF THE ADVISER. The Fund hereby employs the Adviser to
invest and reinvest the assets of the Series in the manner set forth in Section
2 of this Agreement subject to the direction of the Trustees and the officers of
the Fund, for the period, in the manner, and on the terms set forth hereinafter.
The Adviser hereby accepts such employment and agrees during such period to
render the services and to assume the obligations herein set forth. The Adviser
shall for all purposes herein be deemed to be an independent contractor and
shall, except as expressly provided or authorized (whether herein or otherwise),
have no authority to act for or represent the Fund in any way or otherwise be
deemed an agent of the Fund.
2. OBLIGATIONS OF, AND SERVICES TO BE PROVIDED BY, THE ADVISER. The
Adviser undertakes to provide the services hereinafter set forth and to assume
the following obligations:
A. INVESTMENT ADVISORY SERVICES.
(i) The Adviser shall direct the investments of each Series,
subject to and in accordance with the Series' investment objective, policies and
limitations as provided in its Prospectus and Statement of Additional
Information (the "Prospectus") and other governing instruments, as amended from
time to time, and any other directions and policies which the Trustees may issue
to the Adviser from time to time.
(ii) The Adviser is authorized, in its discretion and without
prior consultation with the Fund, to purchase and sell for each Series,
securities and other investments consistent with the Series' objectives and
policies.
B. CORPORATE MANAGEMENT SERVICES.
(i) The Adviser shall furnish for the use of the Fund office
space and all office facilities, equipment and personnel necessary for servicing
the investments of the Fund.
(ii) The Adviser shall pay the salaries of all personnel of
the Fund and the Adviser performing services relating to research, statistical
and investment activities on behalf of the Fund.
C. PROVISION OF INFORMATION NECESSARY FOR PREPARATION OF
REGISTRATION STATEMENT, AMENDMENTS AND OTHER MATERIALS. The Adviser will make
available and provide such information as the Fund and/or its administrator may
reasonably request for use in the preparation of its registration statement,
reports and other documents required by any applicable federal, foreign or state
statutes or regulations.
D. CODE OF ETHICS. The Adviser has adopted a written code of ethics
complying with the requirements of Rule 17j-1 under the 1940 Act and Section
204A of the Investment Advisers Act of 1940 and will provide the Fund and its
administrator, on the date of this Agreement, a copy of the code of ethics.
Within forty-five (45) days of the end of the last calendar quarter of each year
while this Agreement is in effect, an executive officer of the Adviser shall
certify to the Trustees that the Adviser has complied with the requirements of
Rule 17j-1 and Section 204A during the previous year and that there has been no
violation of the Adviser's code of ethics or, if such a violation has occurred,
that appropriate action was taken in response to such violation. Upon the
written request of the Fund or its administrator, the Adviser shall permit the
Fund or its administrator to examine the reports required to be made to the
Adviser by Rule 17j-l(c)(l).
E. DISQUALIFICATION. The Adviser shall immediately notify the
Trustees of the occurrence of any event which would disqualify the Adviser from
serving as an investment adviser of an investment company pursuant to Section 9
of the 1940 Act or any other applicable statute or regulation.
F. OTHER OBLIGATIONS AND SERVICES. The Adviser shall make its
officers and employees available to the Trustees and officers of the Fund for
consultation and discussion regarding the management of each Series and its
investment activities.
3. EXECUTION AND ALLOCATION OF PORTFOLIO BROKERAGE.
A. The Adviser, subject to the control and direction of the
Trustees, shall have authority and discretion to select brokers and dealers to
execute portfolio transactions for each Series, and for the selection of the
markets on or in which the transactions will be executed.
-2-
B. In acting pursuant to Section 3A, the Adviser will place orders
through such brokers or dealers in conformity with the portfolio transaction
policies set forth in the Fund's registration statement.
C. It is understood that neither the Fund nor the Adviser will adopt
a formula for allocation of a Series' brokerage.
D. It is understood that the Adviser may, to the extent permitted by
applicable laws and regulations, aggregate securities to be sold or purchased
for any Series and for other clients of the Adviser in order to obtain the most
favorable price and efficient execution. In that event, allocation of the
securities purchased or sold, as well as expenses incurred in the transaction,
will be made by the Adviser in the manner it considers to be the most equitable
and consistent with its fiduciary obligations to the Fund and to its other
clients.
E. It is understood that the Adviser may, in its discretion, use
brokers who provide a Series with research, analysis, advice and similar
services to execute portfolio transactions on behalf of the Series, and the
Adviser may pay to those brokers in return for brokerage and research services a
higher commission than may be charged by other brokers, subject to the Adviser
determining in good faith that such commission is reasonable in terms either of
the particular transaction or of the overall responsibility of the Adviser to
the Series and its other clients and that the total commissions paid by such
Series will be reasonable in relation to the benefits to the Series over the
long term.
F. It is understood that the Adviser may use brokers who (i) are
affiliated with the Adviser provided that no such broker will be utilized in any
transaction in which such broker acts as principal; and (ii) the commissions,
fees or other remuneration received by such brokers is reasonable and fair
compared to the commissions fees or other remuneration paid to other brokers in
connection with comparable transactions involving similar securities being
purchased or sold during a comparable period of time.
G. The Adviser shall provide such reports as the Trustees may
reasonably request with respect to each Series' total brokerage and portfolio
transaction activities and the manner in which that business was allocated.
4. DELEGATION OF ADVISER'S OBLIGATIONS AND SERVICES. With respect to any
or all Series, the Adviser may enter into one or more contracts ("Sub-Advisory
Agreement") with a sub-adviser in which the Adviser delegates to such
sub-adviser any or all of its obligations or services specified in Section 2 of
this Agreement, provided that each Sub-Advisory Agreement imposes on the
sub-adviser bound thereby all the duties and conditions the Adviser is subject
to under this Agreement, and further provided that each Sub-Advisory Agreement
meets all requirements of the 1940 Act and rules thereunder.
5. EXPENSES OF THE FUND. It is understood that the Fund will pay all its
expenses other than those expressly stated to be payable by the Adviser
hereunder, which expenses payable by the Fund shall include, without limitation:
A. fees payable for administrative services;
-3-
B. fees payable for accounting services;
C. the cost of obtaining quotations for calculating the value of the
assets of each Series;
D. interest and taxes;
E. brokerage commissions, dealer spreads and other costs in
connection with the purchase or sale of securities;
F. compensation and expenses of its Trustees other than those who
are "interested persons" of the Fund within the meaning of the 1940 Act;
G. legal and audit expenses;
H. fees and expenses related to the registration and qualification
of the Fund and its shares for distribution under state and federal securities
laws;
I. expenses of typesetting, printing and mailing reports, notices
and proxy material to shareholders of the Fund;
J. all other expenses incidental to holding meetings of the Fund's
shareholders, including proxy solicitations therefor;
K. premiums for fidelity bond and other insurance coverage;
L. the Fund's association membership dues;
M. expenses of typesetting for printing Prospectuses;
N. expenses of printing and distributing Prospectuses to existing
shareholders;
O. out-of-pocket expenses incurred in connection with the provision
of custodial and transfer agency service;
P. service fees payable by each Series to various providers for
providing personal services to the shareholders of each Series and for
maintaining shareholder accounts for those shareholders;
Q. distribution fees; and
R. such non-recurring expenses as may arise, including costs arising
from threatened legal actions, suits and proceedings to which the Fund is a
party and the legal obligation which the Fund may have to indemnify its Trustees
and officers with respect thereto.
6. COMPENSATION OF THE ADVISER. For the services and facilities to be
furnished hereunder, the Adviser shall receive advisory fees calculated at the
annual rates listed along with each Series' name in Schedule B attached hereto.
The aggregate of such advisory fees for all
-4-
Series shall be payable monthly as soon as practicable after the last day of
each month based on each Series' average daily net assets.
7. ACTIVITIES AND AFFILIATES OF THE ADVISER.
A. The services of the Adviser to the Fund are not to be deemed
exclusive, and the Adviser is free to render services to others and engage in
other activities; provided, however, that such other services and activities do
not, during the term of this Agreement, interfere, in a material manner, with
the Adviser's ability to meet all of its obligations with respect to rendering
services to the Fund hereunder.
B. The Fund acknowledges that the Adviser or one or more of its
"affiliated persons" may have investment responsibilities or render investment
advice to or perform other investment advisory services for other individuals or
entities and that the Adviser, its "affiliated persons" or any of its or their
directors, officers, agents or employees may buy, sell or trade in securities
for its or their respective accounts ("Affiliated Accounts"). Subject to the
provisions of Section 3 of this Agreement, the Fund agrees that the Adviser or
its "affiliated persons" may give advice or exercise investment responsibility
and take such other action with respect to Affiliated Accounts which may differ
from the advice given or the timing or nature of action with respect to the
Series of the Fund, provided that the Adviser acts in good faith. The Fund
acknowledges that one or more of the Affiliated Accounts may at any time hold,
acquire, increase, decrease, dispose of or otherwise deal with positions in
investments in which one or more Series may have an interest. The Adviser shall
have no obligation to recommend for any Series a position in any investment
which an Affiliated Account may acquire, and the Fund shall have no first
refusal, co-investment or other rights in respect of any such investment, either
for its Series or otherwise.
C. Subject to and in accordance with the Agreement and Declaration
of Trust and By-Laws of the Fund as currently in effect and the 1940 Act and the
rules thereunder, it is understood that Trustees, officers and agents of the
Fund and shareholders of the Fund are or may be interested in the Adviser or its
"affiliated persons" as directors, officers, agents or shareholders of the
Adviser or its "affiliated persons"; that directors, officers, agents and
shareholders of the Adviser or its "affiliated persons" are or may be interested
in the Fund as trustees, officers, agents, shareholders or otherwise; that the
Adviser or its "affiliated persons" may be interested in the Fund as
shareholders or otherwise; and that the effect of any such interests shall be
governed by said Agreement and Declaration of Trust, By-Laws and the 1940 Act
and the rules thereunder.
8. LIABILITIES OF THE ADVISER.
A. Except as provided below, in the absence of willful misfeasance,
bad faith, gross negligence, or reckless disregard of obligations or duties
hereunder on the part of the Adviser, the Adviser shall not be subject to
liability to the Fund or to any shareholder of the Fund or its Series for any
act or omission in the course of, or connected with, rendering services
hereunder or for any losses that may be sustained in the purchase, holding or
sale of any security or the making of any investment for or on behalf of the
Fund.
-5-
B. No provision of this Agreement shall be construed to protect any
Trustee or officer of the Fund, or the Adviser, from liability in violation of
Sections 17(h), 17(i), 36(a) or 36(b) of the 1940 Act.
9. EFFECTIVE DATE; TERM. This Agreement shall become effective on the date
first written above and shall remain in force for a period of two years from
such date, and from year to year thereafter, but only so long as such
continuance is specifically approved at least annually by the Board of Trustees,
including the vote of a majority of the Trustees who are not "interested
persons" of the Fund, cast in person at a meeting called for the purpose of
voting on such approval, or by vote of a majority of the outstanding voting
securities. The aforesaid provision shall be construed in a manner consistent
with the 1940 Act and the rules and regulations thereunder.
10. ASSIGNMENT. No "assignment" of this Agreement shall be made by the
Adviser, and this Agreement shall terminate automatically in event of such
assignment. The Adviser shall notify the Fund in writing in advance of any
proposed change of "control" to enable the Fund to take the steps necessary to
enter into a new advisory agreement.
11. AMENDMENT. This Agreement may be amended at any time, but only by
written agreement between the Adviser and the Fund, which amendment is subject
to the approval of the Trustees of the Fund and, where required by the 1940 Act,
the shareholders of any affected Series in the manner required by the 1940 Act
and the rules thereunder.
12. TERMINATION. This Agreement:
A. may at any time be terminated without payment of any penalty by
the Fund with respect to any Series (by vote of the Board of Trustees of the
Fund or by "vote of a majority of the outstanding voting securities") on sixty
(60) days' written notice to the Adviser;
B. shall immediately terminate in the event of its "assignment"; and
C. may be terminated with respect to any Series by the Adviser on
sixty (60) days' written notice to the Fund.
13. DEFINITIONS. As used in this Agreement, the terms "affiliated person,"
"assignment," "control," "interested person" and "vote of a majority of the
outstanding voting securities" shall have the meanings set forth in the 1940 Act
and the rules and regulations thereunder, subject to any applicable orders of
exemption issued by the Securities and Exchange Commission.
14. NOTICE. Any notice under this Agreement shall be given in writing
addressed and delivered or mailed postage prepaid to the other party to this
Agreement at its principal place of business.
15. SEVERABILITY. If any provision of this Agreement shall be held or made
invalid by a court decision, statute, rule or otherwise, the remainder of this
Agreement shall not be affected thereby.
-6-
16. GOVERNING LAW. To the extent that state law has not been preempted by
the provisions of any law of the United States heretofore or hereafter enacted,
as the same may be amended from time to time, this Agreement shall be
administered, construed and enforced according to the laws of the state of
Delaware.
IN WITNESS WHEREOF the parties have caused this instrument to be signed on
their behalf by their respective officers thereunto duly authorized, and their
respective seals to be hereunto affixed, all as of the date first written above.
WT MUTUAL FUND
By: ____________________________
Name: __________________________
Title: _________________________
ROXBURY CAPITAL MANAGEMENT LLC
By: ____________________________
Name: __________________________
Title: _________________________
-7-
SCHEDULE A TO
INVESTMENT ADVISORY AGREEMENT
DATED _________________
BETWEEN
WT MUTUAL FUND
AND
ROXBURY CAPITAL MANAGEMENT LLC
Roxbury Mid Cap Fund
Roxbury Small Cap Growth Fund
-8-
SCHEDULE B TO
INVESTMENT ADVISORY AGREEMENT
DATED ___________
BETWEEN
WT MUTUAL FUND
AND
ROXBURY CAPITAL MANAGEMENT LLC
FEE SCHEDULE
SERIES ANNUAL FEE AS A % OF AVERAGE DAILY NET ASSETS
-------------------- ------------------------------------------------------
Roxbury Mid Cap Fund .75% of the Series' first $1 billion of average daily
net assets; 0.70% of the Series' next $1 billion of
average daily net assets; and 0.65% of the Series'
average daily net assets over $2 billion.
Roxbury Small Cap 1.00% of the Series first $1 billion of average daily
Growth Fund net assets; 0.95% of the Series' next $1 billion of
average daily net assets; and 0.90% of the Series'
average daily net assets over $2 billion.
-9-
