SUB-ADVISORY AGREEMENT
XXXXXXX XXXXXXXX MANAGEMENT, LLC
THIS SUB-ADVISORY AGREEMENT is made as of the 1st
day of July, 2005, among WT Mutual Fund, a Delaware
business trust (the "Fund"), Xxxxxx Square Management
Corporation (the "Adviser"), a corporation organized under
the laws of the state of Delaware and Xxxxxxx Xxxxxxxx
Management, LLC, a limited liability company organized
under the laws of the state of New York (the "Sub-Adviser").
WHEREAS, the Fund is registered under the
Investment Company Act of 1940, as amended (the "1940
Act"), as an open-end management investment company and
offers for public sale distinct series of shares of
beneficial interest; and
WHEREAS, the Wilmington Mid Cap Strategic
Allocation Fund (the "Portfolio") is a series of the Fund;
and
WHEREAS, the Adviser acts as the investment
adviser for the Portfolio 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 Portfolio's 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
Portfolio which the Adviser determines to assign to the
Sub-Adviser (those assets being referred to as the
"Portfolio Account"). The Adviser may, from time to time,
make additions to and withdrawals, including cash and cash
equivalents, from the Portfolio Account. The Sub-Adviser
will receive a daily cash report from the accounting agent
for the Portfolio.
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 Portfolio with respect to the investments
of the Portfolio 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 Portfolio's 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 Portfolio, to
purchase and to sell securities for the Portfolio 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 Portfolio Account, the
Sub-Adviser shall be subject to and shall conform to such
investment restrictions as are set forth in the 1940 Act
and the rules thereunder, the Internal Revenue Code,
applicable state securities laws, applicable statutes and
regulations of foreign jurisdictions, the supervision and
control of the Board of Trustees of the Fund, such specific
instructions as the Board of Trustees may adopt and
communicate to the Sub-Adviser, the investment objective,
policies and restrictions of the Fund applicable to the
Portfolio 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 Portfolio 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 require, 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 Portfolio Account.
5. 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 Portfolio as contained in the Portfolio's Prospectus
and Statement of Additional Information, all amendments or
supplements to the Prospectus and Statement of Additional
Information, and any written 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 Portfolio 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 PFPC Trust
Company, 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 Portfolio Account, and the
Sub-Adviser shall not have possession or custody thereof.
The Adviser shall advise the Custodian of the retention of
the Sub-Adviser as provided in this Agreement and shall
instruct and direct the Custodian to provide the Sub-
Adviser with copies of all Portfolio Account statements
issued by the Custodian indicating all disbursements made
from the Portfolio Account. The Sub-Adviser shall advise
the Custodian and confirm in writing to the Fund and to the
administrator designated by the Fund or any other
designated agent of the Fund, all investment orders for the
Portfolio Account placed by it with brokers and dealers at
the time and in the manner set forth in Schedule B hereto
(as amended from time to time). The Fund shall issue to the
Custodian such instructions as may be appropriate in
connection with the settlement of any transaction initiated
by the Sub-Adviser. The Fund shall be responsible for all
custodial arrangements and the payment of all custodial
charges and fees, and, upon giving proper instructions to
the Custodian, the Sub-Adviser shall have no responsibility
or liability with respect to custodial arrangements or the
acts, omissions or other conduct of the Custodian, except
that it shall be the responsibility of the Sub-Adviser to
take appropriate action if the Custodian fails to confirm
in writing proper execution of the instructions.
7. Allocation of Brokerage. The Adviser shall have
authority and discretion to select brokers and dealers
(including brokers that may be affiliates of the Adviser or
Sub-Adviser) to execute portfolio transactions initiated by
the Sub-Adviser, 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. The
Adviser will advise the Sub-Adviser of such selection in
writing. The Adviser also may delegate to the Sub-Adviser
the authority set forth in this Section 7 to select brokers
and dealers (including brokers that may be affiliates of
the Adviser or Sub-Adviser) to execute portfolio
transactions initiated by the Sub-Adviser by providing
written notice of such delegation to the Sub-Adviser and
receiving written confirmation from the Sub-Adviser
accepting such delegation.
a. In executing portfolio transactions, the Adviser
will give primary consideration to securing best execution.
Consistent with this policy, the 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 Adviser or Sub-Adviser may be a party. Therefore, the
Adviser, not the Sub-Adviser, will be responsible for
securing best execution on portfolio transactions initiated
by the Sub-Adviser.
b. In light of the foregoing, the Adviser
acknowledges that the Sub-Adviser is under no obligation to
aggregate the securities to be purchased or sold for the
Portfolio with transactions for other clients of the Sub-
Adviser. In retaining the discretion to select brokers and
dealers, the Adviser acknowledges that the price and
execution the Portfolio Account pays or receives for a
security may be more favorable or less favorable than the
price and execution paid or received by Sub-Adviser's other
clients whose transactions are aggregated.
c. The Adviser agrees that it will not execute any
portfolio transactions for the Portfolio Account with a
broker or dealer which is (i) an affiliated person of the
Fund, including the Adviser or any Sub-Adviser for any
Portfolio of the Fund; or (ii) a principal underwriter of
the Fund's shares, unless such transactions are executed in
accordance with Rule 17e-1 of the 1940 Act and the Fund's
Rule 17e-1 procedures, as adopted in accordance with Rule 17e-1.
d. In the event the Adviser delegates the authority
to the Sub-Adviser to select brokers and dealers to execute
transactions on behalf of the Portfolio:
(1) the Sub-Adviser agrees that it will not
execute any portfolio transactions for the Portfolio
Account with a broker or dealer which is (i) an affiliated
person of the Fund, the Adviser or any sub-adviser for any
Portfolio of the Fund; (ii) a principal underwriter of the
Fund's shares; or (iii) an affiliated person of such an
affiliated person or principal underwriter, unless such
transactions are (x) exempt under Rules 10f-3(b) or 17a-10,
(y) executed in accordance with Rule 17e-1 of the 1940 Act
and the Fund's Rule 17e-1 procedures, as adopted in
accordance with Rule 17e-1 or (z) executed in accordance
with Rule 10f-3(c) of the 1940 and the Fund's Rule 10f-3(c)
procedures, as adopted in accordance with Rule 10f-3. The
Adviser agrees that it will provide the Sub-Adviser with a
list of such affiliated brokers and dealers; and
(2) the Sub-Adviser acknowledges and agrees that in
connection with the exemptions provided under Rules 10f-
3(b), 12d3-1, and 17a-10 under the 1940 Act, the Sub-
Adviser (i) will not consult with any other sub-adviser of
the Portfolio, which is advising the Portfolio, concerning
the Sub-Adviser or its affiliated persons' transactions
with the Portfolio in securities or other assets of the
Portfolio, and (ii) will be limited to providing investment
advice to the Fund with respect to the Portfolio Account.
8. Proxies. The Sub-Adviser will vote all proxies
solicited by or with respect to issuers of securities in
which assets of the Portfolio Account may be invested from
time to time, provided that the Sub-Adviser receives the
necessary proxy materials at least 10 business days before
the vote, which is sufficient time to permit the Sub-
Adviser to consider what action to take. At the request of
the Sub-Adviser, the Adviser shall provide the Sub-Adviser
with its recommendations as to the voting of such proxies.
Unless otherwise instructed by the Fund's Board of
Trustees, Sub-Adviser will also make all elections whether
or not to tender, convert, exchange, endorse, transfer or
deliver securities in the Portfolio Account in connection
with offers to an issuer's security holders from time to
time, elect the form of dividend payments and execute
waivers, consents and other instruments with respect to
such securities, provided that the Sub-Adviser receives the
necessary materials in sufficient time to permit the Sub-
Adviser to consider what action to take and to submit
required documentation.
9. Reports to the Sub-Adviser. The Fund will provide the
Sub-Adviser with such periodic reports concerning the
status of the Portfolio Account as the Sub-Adviser may
reasonably request.
10. Fees for Services. For the services to be provided
hereunder, the Fund shall pay the Sub-Adviser out of the
assets of the Portfolio a sub-advisory fee calculated at
the annual rates listed on the attached Schedule C. The fee
shall be payable monthly as soon as practicable after the
last day of each month based on the Portfolio Account's
average daily net assets.
11. Other Investment Activities of the Sub-Adviser. The
Fund acknowledges that the Sub-Adviser or one or more of
its affiliated persons may have investment responsibilities
or render investment advice to or perform other investment
advisory services for other individuals or entities and
that the Sub-Adviser, its affiliated persons or any of its
or their directors, officers, agents or employees may buy,
sell or trade in any securities for its or their own
respective accounts ("Affiliated Accounts"). Subject to the
provisions of Section 7(b) hereof, the Fund agrees that the
Sub-Adviser or its affiliated persons may give advice or
exercise investment responsibility and take such other
action with respect to other client accounts managed by the
Sub-Adviser, including Affiliated Accounts which may differ
from the advice given or the timing or nature of action
taken with respect to the Portfolio Account, provided that
the Sub-Adviser acts in good faith, and provided further,
that it is the Sub-Adviser's policy to allocate, within its
reasonable discretion, investment opportunities to the
Portfolio Account over a period of time on a fair and
equitable basis relative to such other accounts, taking
into account the investment objective and policies of the
Portfolio and any specific investment restrictions
applicable thereto. The Fund acknowledges that one or more
of the Affiliated Accounts may at any time hold, acquire,
increase, decrease, dispose of or otherwise deal with
positions in investments in which the Portfolio Account may
have an interest from time to time, whether in transactions
which involve the Portfolio Account or otherwise. The Sub-
Adviser shall have no obligation to acquire for the
Portfolio Account a position in any investment which any
Affiliated Account may acquire, and the Fund shall have no
first refusal, co-investment or other rights in respect of
any such investment, either for the Portfolio Account or otherwise.
12. Certificate of Authority. The Fund, the Adviser and
the Sub-Adviser shall furnish to each other from time to
time certified copies of the resolutions of their Boards of
Trustees/Directors or executive committees, as the case may
be, evidencing the authority of officers and employees who
are authorized to act on behalf of the Fund, a Portfolio
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. Indemnification. The Adviser agrees to indemnify and
hold harmless the Sub-Adviser and its officers, directors,
agents and employees from and against any and all losses,
claims, damages, liabilities or litigation (including
reasonable attorney's fees and other related expenses)
incurred by the Sub-Adviser that (i) are based upon any
willful misfeasance, bad faith, gross negligence or
material breach of this Agreement by the Adviser; or (ii)
are based upon any untrue statement or alleged untrue
statement of a material fact contained in the Fund's
registration statement filed with the Securities and
Exchange Commission, prospectus or Statement of Additional
Information in effect at any time covering shares of the
Portfolio, 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 statement or
omission was made in reliance upon written information
furnished to the Portfolio 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 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 agrees to 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 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.
Anything to the contrary in this Section 14
notwithstanding, under no circumstances shall the foregoing
be construed to relieve the Adviser or the Sub-Adviser from
liability for (i) any violation of the Investment Advisers
Act of 1940, as amended, or any other federal securities
laws or (ii) for conduct for which the law provides a right
of action for which good faith is not a defense.
15. 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 Portfolio Account and the actions of the
Sub-Adviser, the Adviser and the Fund in respect thereof.
16. 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.
17. 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 Portfolio 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 Portfolio Account and such other
information as is necessary for the Sub-Adviser to carry out
its obligations under this Agreement.
c. The Fund is currently in compliance and shall at
all times continue to comply with the requirements imposed
upon the Fund by applicable law and regulations.
18. 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 Portfolio Account as
contemplated hereby.
b. The Adviser is registered as an "investment
adviser" under the Investment Advisers Act of 1940
("Advisers Act"), or is a "bank" as defined in Section
202(a)(2) of the Advisers Act and is in all other respects
currently in compliance and shall at all times continue to
comply with the requirements imposed upon the Adviser by
applicable law and regulations.
19. 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 or is a "bank" as defined
in Section 202(a)(2) of the Advisers Act.
b. The Sub-Adviser will maintain, keep current and
preserve on behalf of the Fund, in the manner required or
permitted by the 1940 Act, the records identified in
Schedule B. The Sub-Adviser agrees that such records
(unless otherwise indicated on Schedule B) are the property
of the Fund, and will be surrendered to the Fund promptly
upon request; provided, however, that the Sub-Adviser may
retain copies of same. 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 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.
c. The Sub-Adviser will complete such reports
concerning purchases or sales of securities on behalf of
the Portfolio Account as the Adviser or the Fund may from
time to time reasonably require to ensure compliance with
the 1940 Act, the Internal Revenue Code, applicable state
securities laws and applicable statutes and regulations of
foreign jurisdictions.
d. The Sub-Adviser has adopted a written code of
ethics complying with the requirements of Rule 17j-1 under
the 1940 Act and Section 204A of the Advisers Act and has
provided the Fund with a copy of the code of ethics and
evidence of its adoption. Within forty-five (45) days of
the end of the last calendar quarter of each year while
this Agreement is in effect, a member of the Sub-Adviser
shall certify to the Fund upon request 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 material violation of the Sub-Adviser's code of
ethics or, if such a material 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 any material
amendment to its Form ADV furnish a copy of such amendment
to the Fund and the Adviser.
f. The Sub-Adviser will immediately notify the Fund
and the Adviser of the occurrence of any event which would
disqualify the Sub-Adviser from serving as an investment
adviser of an investment company pursuant to Section 9 of
the 1940 Act or otherwise. The Sub-Adviser will also
immediately notify the Fund and the Adviser if it is served
or otherwise receives notice of any action, suit,
proceeding, inquiry or investigation, at law or in equity,
before or by any court, public board or body, involving the
affairs of the Portfolio.
20. Amendment. This Agreement may be amended at any time,
but only by written agreement among the Sub-Adviser, the
Adviser and the Fund, which amendment, other than
amendments to Schedules A and B, is subject to the approval
of the Board of Trustees and, to the extent required by the
1940 Act, the shareholders of the Portfolio 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.
21. 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 Portfolio. 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.
22. Termination.
a. This Agreement may be terminated by the Fund (by
a vote of the Board of Trustees of the Fund or by a vote of
a majority of the outstanding voting securities of the
Portfolio), 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 that the party so notified has
previously been notified in writing of a material breach of
any provision hereof by such party and 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.
23. 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.
24. Notice. Any notice under this Agreement shall be given
in writing (in paper or electronic format) addressed and
delivered or mailed, postage prepaid, to the other parties
to this
Agreement addressed as follows:
If to the Fund, to:
WT Mutual Fund
c/o Wilmington Trust Company
0000 Xxxxx Xxxxxx Xxxxxx, 0xx Xxxxx
Xxxxxxxxxx, XX 00000
Attn:
__________________
_ Telephone: (302)
000-0000
Facsimile: (302)
427-4828 E-Mail:
__________________
If to the Adviser, to:
Xxxxxx Square
Management Corporation 0000
Xxxxx Xxxxxx Xxxxxx, 0xx
Xxxxx Xxxxxxxxxx, XX 00000
Attn: ___________________
Telephone: (000) 000-0000
Facsimile: (302) 651-
___________ E-Mail:
_______________________
If to the Sub-Adviser, to:
Xxxxxxx Xxxxxxxx
Management, LLC 000 Xxxxx
Xxxxxx, 00xx Xxxxx Xxx Xxxx,
Xxx Xxxx 00000 Attn:
_____________________
Telephone: (000) 000-0000
Facsimile: (000) 000-0000 E-
Mail: _____________________
25. 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.
26. 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.
27. Entire Agreement. This Agreement and the Schedules
attached hereto embodies the entire agreement and
understanding between the parties.
28. Acknowledgement of Receipt. By executing this
Agreement, the Fund and the Adviser acknowledge prior
receipt of copies of Part II of the Sub-Adviser's Form ADV
and the Sub-Adviser's Privacy Notice under Securities and
Exchange Commission Regulation S-P.
[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 MUTUAL FUND,
on behalf of the Wilmington
Mid Cap Strategic Allocation Fund
By: /s/Xxxxxx X. Xxxxxxxxx
Name: Xxxxxx X. Xxxxxxxxx
Xxxxx: President/CEO
XXXXXXX XXXXXXXX MANAGEMENT, LLC
By: /s/Xxx Xxxxxxxxx
Name: Xxx Xxxxxxxxx
Title: Managing Member
XXXXXX SQUARE MANAGEMENT CORPORATION
By: /s/Xxxx X. Xxxxxx
Name: Xxxx X Xxxxxx
Title: Vice President
SCHEDULE A
OPERATING PROCEDURES
From time to time the Adviser shall issue reasonable
written Operating Procedures which shall govern reporting
of transactions and other matters so as to facilitate (i)
the monitoring of the Fund's compliance with the
restrictions and limitations applicable to the operations
of a registered investment company and (ii) the
preparation of reports to the Board of Trustees,
regulatory authorities and shareholders.
SUBSTANTIVE LIMITATIONS
A. The Sub-Adviser will manage the Portfolio Account as
if the Portfolio Account were a registered investment
company subject to the investment objective, policies
and limitations applicable to the Portfolio stated in
the Fund's Prospectus and Statement of Additional
Information, as from time to time in effect, included
in the Fund's registration statement or a supplement
thereto under the Securities Act of 1933 and the
Investment Company Act of 1940 (the "1940 Act"), as
each may be amended from time to time; provided,
however, that if a more stringent restriction or
limitation than any of the foregoing is stated in
Section B of this Schedule, the more stringent
restriction or limitation shall apply to the Portfolio
Account.
B. The Sub-Adviser shall not, without the written
approval of the Adviser, on behalf of the Portfolio
Account:
1. 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 Portfolio Account (1940 Act
5(b)(1); IRC 851(b)(4)(a)(ii));
2. purchase securities if such purchase would cause:
a. more than 3% of the outstanding voting stock of
any other investment company to be held in the Portfolio
Account (1940 Act 12(d)(1)(A)(i)),
b. securities issued by any other investment company
having an aggregate value in excess of 5% of the value of
the total assets in the Portfolio Account to be held in the
Portfolio Account (1940 Act 12(d)(1)(A)(ii)),
c. 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 Portfolio Account to be held in the Portfolio Account
(1940 Act 12(d)(1)(A)(iii)),
d. more than 10% of the outstanding voting stock of
any registered closed-end investment company to be held in
the Portfolio Account, and by any other investment company
having as its investment adviser any of the Sub-Advisers,
the Adviser, or any other investment adviser to the Fund
(1940 Act 12(d)(1)(C));
3. 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 Portfolio Account (1940 Act 12(d)(2)); or
4. purchase securities of or any interest in any person
who is a broker, a dealer, is engaged in the business of
underwriting, is an investment adviser to an investment
company or is a registered investment adviser under the
Investment Advisers Act of 1940 unless
a. such purchase is of a security of any issuer
that, in its most recent fiscal year, derived 15% or less
of its gross revenues from securities-related activities
(1940 Act Rule 12d3-l(a)), or
b. despite the fact that such purchase is of any
security of any issuer that derived more than 15% of its
gross revenues from securities-related activities:
(1) immediately after the purchase of any equity
security, the Portfolio 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 Portfolio 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 Portfolio Account's total
assets would be invested in the issuer's securities (1940
Act Rule 12d3-1(b)(3)).
C. The Sub-Adviser will manage the Portfolio Account so
that no more than 10% of the gross income of the Portfolio
Account is derived from any source other than dividends,
interest, payments with respect to securities loans (as
defined in IRC 512(a)(5)), and gains from the sale or
other disposition of stock or securities (as defined in the
1940 Act 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
Portfolio's business of investing in such stock,
securities, or currencies (IRC 851(b)(2)).
Dated: July 1, 2005
SCHEDULE B RECORD KEEPING REQUIREMENTS
Records To Be Maintained by the Sub-Adviser:
A. (Rule 31a-l(b)(5) and (6)). A record of each brokerage
order, and all other portfolio purchases and sales,
given by the Sub-Adviser on behalf of the Portfolio
Account for, or in connection with, the purchase or
sale of securities, whether executed or unexecuted.
Such records shall include:
1. the name of the broker;
2. the terms and conditions of the order and of any
modification or cancellation thereof;
3. the time of entry or cancellation;
4. the price at which executed;
5. the time of receipt of a report of execution; and
6. the name of the person who placed the order on behalf
of the Portfolio Account.
B. (Rule 31a-l(b)(9)). A record for each fiscal quarter,
completed within ten (10) days after the end of the
quarter, showing specifically the basis or bases (e.g.
execution ability, execution and research) upon which
the allocation of orders for the purchase and sale of
portfolio securities to named brokers or dealers was
effected, and the division of brokerage commissions or
other compensation on such purchase and sale orders.
Such record:
1. shall include the consideration given to:
a. the sale of shares of the Fund by brokers or
dealers;
b. the supplying of services or benefits by brokers
or dealers to:
(1) the Fund,
(2) the Adviser,
(3) the Sub-Adviser, and
(4) any person other than the foregoing; and
c. any other consideration other than the technical
qualifications of the brokers and dealers as such;
2. shall show the nature of the services or benefits made
available;
3. shall describe in detail the application of any
general or specific formula or other determinant used in
arriving at such allocation of purchase and sale orders and
such division of brokerage commissions or other
compensation; and
4. shall show the name of the person responsible for
making the determination of such allocation and such
division of brokerage commissions or other compensation.
C. (Rule 31a-l(b)(10)). A record in the form of an
appropriate memorandum identifying the person or
persons, committees or groups authorizing the purchase
or sale of portfolio securities. Where an
authorization is made by a committee or group, a
record shall be kept of the names of its members who
participate in the authorization. There shall be
retained as part of this record: any memorandum,
recommendation or instruction supporting or
authorizing the purchase or sale of portfolio
securities and such other information as is
appropriate to support the authorization.
D. (Rule 31a-1(f)). Such accounts, books and other
documents as are required to be maintained by
registered investment advisers by rule adopted under
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 Portfolio Account.
Dated: July 1, 2005
SCHEDULE C FEE SCHEDULE
For the services to be provided to the Portfolio
pursuant to the attached Sub-Advisory Agreement, the Fund
shall pay the Sub-Adviser out of the assets of the
Portfolio an annual fee in accordance with the following
formula:
55 basis points (0.55%) on the first $75 million; and
40 basis points (0.40%) on amounts greater than $75 million.
The fee shall be payable monthly as soon as
practicable after the last day of each month based on the
Portfolio Account's average daily net assets.
Dated: July 1, 2005