EXHIBIT 23(h)(iii)
WT INVESTMENT TRUST I
COMPLIANCE, SUPPORT AND RECORDKEEPING SERVICES AGREEMENT
THIS COMPLIANCE SUPPORT AND RECORDKEEPING SERVICES AGREEMENT (this
"Agreement") is made the 1st day of October, 2004, by and between WT Investment
Trust I, a Delaware business trust ("Trust"), and ▇▇▇▇▇▇ Square Management
Corporation ("RSMC"), a Delaware corporation, and a wholly owned subsidiary of
Wilmington Trust Corporation.
WHEREAS, the Trust is registered under the Investment Company Act of
1940, as amended (the "1940 Act"), as an open-end management investment company
with multiple investment series as listed on Schedule A attached hereto, as may
be amended from time to time (each a "Series"), and which has engaged multiple
investment advisers and sub-advisers to provide investment advisory services to
the Series; and
WHEREAS, RSMC is a registered investment adviser pursuant to the
Investment Advisers Act of 1940, as amended, and the rules and regulations
promulgated there under (the "Advisers Act"), and acts as an investment adviser
to certain Series of the Trust pursuant to a written investment advisory
agreement dated November 1, 1999; and
WHEREAS, the Trust must designate, pursuant to Rule 38a-1 under the
1940 Act, one individual to be responsible for administering the Trust's
compliance policies and procedures, and that such person may be employed by
RSMC; and
WHEREAS, the Trust is required under Rule 31a-2(a)(6) under the 1940
Act to preserve documents and other written information considered by the Board
of Trustees of the Trust (the "Board") in connection with its approval or
renewal of investment advisory agreements; and
WHEREAS, the Trust wishes, in light of the foregoing, to engage RSMC
to provide certain compliance, support and recordkeeping services to the Series,
separate from its advisory services, and RSMC wishes to furnish such services;
NOW, THEREFORE, in consideration of the premises and mutual
covenants contained herein, and intending to be legally bound hereby, the Trust
and RSMC agree as follows:
1. ENGAGEMENT.
(a) The Trust hereby engages RSMC to perform the services, including
recordkeeping, described in this Agreement for the Trust.
(b) RSMC hereby accepts such engagement by the Trust, and will furnish
the services and discharge the duties set forth in this Agreement upon the terms
and conditions hereinafter set forth.
(c) RSMC shall for all purposes herein provided be deemed to be an
independent contractor and, except as expressly provided or authorized herein,
shall have no authority to act for or represent the Trust or its Series in any
way or otherwise be deemed an agent of the Trust or its Series.
2. SERVICES. RSMC shall:
(a) Employ an individual suitable to the Board to fulfill the role of
Chief Compliance Officer of the Trust, as such title is used in Rule 38a-1 under
the 1940 Act; and make available such other appropriate individuals employed by
RSMC or its affiliates to serve as officers of the Trust, if requested and
elected by the Board.
(b) Provide:
(i) Non-investment related statistical and research data as may be
requested by the Board, including those Trustees of the Trust
who are not "interested persons" of the Trust (as such term is
defined in the 1940 Act) (hereinafter the "Independent
Trustees");
(ii) Executive and administrative services to support the
Independent Trustees, including the Independent Trustee
serving as the Chairman of the Board (the "Independent Chair,"
at such time as the Trust must have an Independent Chair in
order to rely on certain exemptive rules under the ▇▇▇▇ ▇▇▇) ,
in order to carry out their duties, as contemplated in Rule
0-1(7) under the 1940 Act; and
(iii) The recordkeeping services described below in Section 3.
(c) Furnish support for the Trust's Secretary in the performance of any
or all of his or her duties as the same may be assigned or modified, from time
to time, by the Board, Independent Chair or President of the Trust. As of the
date of this Agreement, such duties include the following:
(i) Assisting in the preparation and coordination of all annual
calendars, periodic notices, agendas, minutes, reports and
other materials necessary for the timely and efficient conduct
of the meetings of the Board and shareholders of the Trust;
(ii) Assisting in the preparation and coordination of the filing,
printing and distribution, as necessary, of preliminary and
definitive proxy solicitation materials, annual and
semi-annual reports to shareholders, post-effective amendments
to the Trust's registration statement, including mailing of
trustees and officers questionnaires, and such other
regulatory filings as required under the 1940 Act;
(iii) Arranging for and coordinating fulfillment with the Fund's
financial printer or person responsible for fulfillment of the
Series' prospectuses as required to meet demand;
(iv) Arranging for and securing, timely and compliant renewal and
maintenance of all required fidelity bonds and, as instructed,
other insurance policies for the protection of the Trust, its
officers and/or Board;
(v) Aiding the Trust's President in preparing letters or other
correspondence to be included in reports or other
communications with Trust shareholders;
(vi) Serving as principal point of contact, on behalf of the Trust,
with the Trust's distributor regarding the retention of
specific dealers, and the advance review and approval of the
use of specific advertising and sales literature by the
distributor for the purpose of selling the Trust's shares; and
(vii) Serving as principal point of contact, on behalf of the Trust,
with the Trust's other service providers, including but not
limited to, the investment advisers (not including
sub-advisers) administration and accounting services agent,
transfer agent, distributor, custodian(s), auditor(s) and
legal counsel.
3. RECORDKEEPING AND OTHER INFORMATION.
(a) RSMC shall create, maintain and preserve all necessary records in
accordance with all applicable laws, rules and regulations, including, but not
limited to, records required by Sections 17(g), 17(j) and 31(a) of the 1940 Act
and the rules thereunder, as the same may be amended from time to time,
pertaining to the various functions (described above) to be provided by it and
not otherwise created and maintained by another party pursuant to contract with
the Trust, provided that RSMC may preserve certain records which are maintained
by another party as is prudent or advisable in connection with a program for
disaster recovery, or at the direction of the Board.
(b) All such records shall be the property of the Trust at all times and
shall be available for inspection and use by the Trust. Copies of such records
shall be furnished to the Trust or its authorized representatives at and upon
the Trust's request and expense.
Where applicable, such records shall be maintained and preserved by RSMC for the
periods and in the places required by Rules 17j-1 and 31a-2 under the 1940 Act.
(c) In furtherance, and not in limitation, of the foregoing, RSMC shall
also preserve all original Trust governance related documents, including, but
not limited to, the Declaration of Trust, By-laws, Committee Charters; all Board
and Committee notices, agendas, minutes and written consents as well as all
notices, agendas and minutes of meetings of shareholders; all original
agreements and contracts entered into by the Trust; and any documents or other
written information considered by the Trustees pursuant to Section 15(c) of the
1940 Act in approving the terms or renewal of a contract or agreement between
the Trust and investment advisers, including sub-advisers.
4. AUDIT, INSPECTION AND VISITATION. RSMC shall make available during
regular business hours all records and other data created, maintained and
preserved pursuant to the foregoing provisions of this Agreement for reasonable
audit and inspection by the Trust, any person retained by the Trust, or any
regulatory agency having authority over the Trust.
5. COMPENSATION. As compensation for services rendered by RSMC during
the term of this Agreement, the Trust, on behalf of each Series, will pay to
RSMC a fee or fees as calculated and paid by the Trust in accordance with the
attached Schedule A.
6. LIABILITY OF RSMC OR AFFILIATES. RSMC and its affiliates and agents
shall not be liable for any error of judgment or mistake of law or for any loss
suffered by the Trust in connection with the matters to which this Agreement
relates, except to the extent of a loss resulting from willful misfeasance, bad
faith or gross negligence on their part in the performance of their obligations
and duties under this Agreement. Any person, even though also an officer,
partner, employee or agent of RSMC, or any of its affiliates or agents, who may
be or become an officer of the Trust, shall be deemed, when rendering services
to the Trust as such officer or acting on any business of the Trust as such
officer (other than services or business in connection with RSMC's duties under
this Agreement), to be rendering such services to or acting solely for the Trust
and not as an officer, partner, employee or agent or one under the control or
direction of RSMC or any of its affiliates or agents, even though paid by one of
those entities.
7. AMENDMENT, DURATION, TERMINATION ETC.
(a) Except as provided herein, the provisions of this Agreement may not
be changed, waived, discharged or terminated orally, but only by written
instrument that shall make specific reference to this Agreement and that shall
be signed by the party against which enforcement of such change, waiver,
discharge or termination is sought.
(b) The provisions of this Agreement shall become effective at the open
of business on date first written above and shall continue until the close of
business on November 18, 2004; provided, however, that the foregoing provisions
of this Agreement may be terminated immediately at any time for cause either by
the Trust or by RSMC in the event that such cause shall have remained unremedied
for a reasonable period of time
considering the term of this Agreement (the "Cure Period") where such Cure
Period is set forth in a written notice which also sets forth with specificity
such cause. Any such termination shall not affect the rights and obligations of
the parties under Section 6 hereof.
(c) In the even that the Trust designates a successor to any of RSMC's
obligations hereunder, RSMC shall, at the expense and direction of the Trust,
transfer to such successor all relevant books, records and other data created,
maintained or preserved by RSMC under the foregoing provisions.
8. ASSIGNMENT; BINDING EFFECT. This Agreement may not be assigned by
either of the parties hereto without the prior written consent of the other
party hereto. This Agreement shall be binding upon the inure to the benefit of
the parties hereto and their permitted successors and assigns.
9. ENTIRE AGREEMENT. This Agreement constitutes the entire agreement
between the parties with regard to services to be provided by RSMC to the Trust
hereunder and supersedes all prior agreements or understandings between the
Trust, RSMC or their agents with regard to such services.
10. 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.
11. 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.
12. 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 local laws of the State of
Delaware.
13. MISCELLANEOUS. Each party agrees to perform such further acts and
execute such further documents as are necessary to effectuate the purposes
hereof. The captions in this Agreement are included for convenience of reference
only and in no way define or delimit any of the provisions hereof or otherwise
affect their construction or effect. This Agreement may be executed in two
counterparts, each of which taken together shall constitute one and the same
instrument.
[Signature Page Follows.]
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
By: /s/ ▇▇▇▇ ▇. ▇▇▇▇▇
----------------------------------
Name: ▇▇▇▇ ▇. ▇▇▇▇▇
Title: Vice President and Chief Financial
Officer
▇▇▇▇▇▇ SQUARE MANAGEMENT
CORPORATION
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
----------------------------------
Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
▇▇▇▇▇: President
SCHEDULE A
FEE SCHEDULE
For the compliance, support and recordkeeping services provided to the
Trust on behalf of each Series of the Trust pursuant to the attached Agreement,
the Trust shall pay RSMC:
(1) An annual fee calculated on the average daily net asset value of
each Series at the rate determined as follows:
ANNUAL FEE AS A % OF
SERIES AVERAGE DAILY NET ASSETS
------ ------------------------
PREMIER MONEY MARKET SERIES .006% of the Series' average daily net assets.
PRIME MONEY MARKET SERIES .006% of the Series' average daily net assets.
U.S. GOVERNMENT SERIES .006% of the Series' average daily net assets.
TAX - EXEMPT SERIES .006% of the Series' average daily net assets.
SHORT/INTERMEDIATE SERIES .006% of the Series' average daily net assets.
BROAD MARKET BOND SERIES .006% of the Series' average daily net assets.
MUNICIPAL BOND SERIES .006% of the Series' average daily net assets.
SHORT-TERM INCOME SERIES .006% of the Series' average daily net assets.
LARGE CAP CORE SERIES .006% of the Series' average daily net assets.
WT LARGE CAP GROWTH SERIES .006% of the Series' average daily net assets.
LARGE CAP VALUE SERIES .006% of the Series' average daily net assets.
MID CAP SERIES .006% of the Series' average daily net assets.
MID CAP VALUE SERIES .006% of the Series' average daily net assets.
SMALL/MID CAP VALUE SERIES .006% of the Series' average daily net assets.
SMALL CAP GROWTH SERIES .006% of the Series' average daily net assets.
SMALL CAP VALUE SERIES .006% of the Series' average daily net assets.
INTERNATIONAL MULTI-MANAGER SERIES .006% of the Series' average daily net assets.
REAL ESTATE SERIES .006% of the Series' average daily net assets.
LARGE CAP QUANTITATIVE SERIES .006% of the Series' average daily net assets.
LARGE CAP MULTI-MANAGER SERIES .006% of the Series' average daily net assets.
MID CAP QUANTITATIVE SERIES .006% of the Series' average daily net assets.
MID CAP MULTI-MANGER SERIES .006% of the Series' average daily net assets.
SMALL CAP QUANTITATIVE SERIES .006% of the Series' average daily net assets.
SMALL CAP MULTI-MANAGER SERIES .006% of the Series' average daily net assets.
The fee shall be calculated and paid monthly in arrears.
(2) A fixed annual fee equal to one-half of three-fourths (i.e.,
three-eighths) of the annual total compensation package of the Chief Compliance
Officer of the Trust, as such annual total compensation package is approved by
the Board pursuant to its obligation under Rule 38a-1.
Dated: October 1, 2004