EXHIBIT 23(H)(VII)
WT MUTUAL FUND
COMPLIANCE SERVICES AGREEMENT
THIS COMPLIANCE SERVICES AGREEMENT (this "Agreement") is made as of
MAY 1, 2006 by and between WT Mutual Fund, a Delaware business trust ("Trust"),
and Xxxxxx 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 portfolios as listed on Exhibit A attached hereto, as
may be amended from time to time (each a "Fund"), and which has engaged multiple
investment advisers and sub-advisers to provide investment advisory services to
the Funds; and
WHEREAS, RSMC is a registered investment adviser pursuant to the
Investment Advisers Act of 1940, as amended, and the rules and regulations
promulgated thereunder (the "Advisers Act"), and acts as an investment adviser
to certain Funds 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 services to the Funds, 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 described in
Section 2 of 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 Section 2 of 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 Funds in any
way or otherwise be deemed an agent of the Trust or its Funds.
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.
(b) Monitor each Fund's compliance with the investment restrictions as
are set forth in the 1940 Act and the rules thereunder, the Internal Revenue
Code, and the investment objectives, policies and restrictions of the Trust
applicable to each Fund and provide regular reports on such compliance.
(c) Assist the Trust's Chief Compliance Officer to maintain the
policies and procedures that are reasonably designed to prevent violations of
the securities laws and regulations.
3. CONFIDENTIALITY. Each party shall keep confidential any information
relating to the other party's business ("Confidential Information").
Confidential Information shall include (i) any data or information that is
competitively sensitive material, and not generally known to the public; (ii)
any technical information, design, process, procedure, formula, or improvement
that is commercially valuable and secret in the sense that its confidentiality
affords the Trust or RSMC a competitive advantage over its competitors; (iii)
all confidential or proprietary concepts, documentation, reports, data,
specifications, computer software, source code, object code, flow charts,
databases, inventions, know how, and trade secrets, whether or not patentable or
copyrightable; and (iv) anything specifically designated in writing as
confidential. Notwithstanding the foregoing, information shall not be subject to
such confidentiality obligations if it: (i) is already lawfully known to the
receiving party at the time it is obtained; (ii) is or becomes publicly known or
available through no wrongful act of the receiving party; (iii) is rightfully
received from a third party who, to the best of the receiving party's knowledge,
is not under a duty of confidentiality; (iv) is released by the protected party
to a third party without restriction; (v) is required to be disclosed by the
receiving party pursuant to a requirement of a court order, subpoena,
governmental or regulatory agency or law (provided the receiving party will
provide the other party written notice of such requirement prior (if practicable
under the circumstances) to disclosing such information to the extent such
notice is permitted); or (vi) has been or is independently developed or obtained
by the receiving party without reference to or use of the disclosing party's
information.
4. DISASTER RECOVERY.
(a) RSMC shall maintain in a separate and safe place additional copies
of all records required to be maintained pursuant to this Agreement or
additional tapes, disks or other sources of information necessary to reproduce
all such records.
(b) RSMC shall maintain a disaster recovery back-up facility available
for its use in providing the services required hereunder in the event RSMC is
not able to process the necessary work at its principal facility. RSMC shall,
from time to time, upon request from the Trust provide written evidence and
details of its arrangement with respect to such back-up facility. RSMC further
agrees to provide the Trust from time to time on reasonable request with a copy
of its disaster recovery and contingency plans and to make its staff available
to discuss such plans on reasonable request. Nothing in this Section shall
relieve RSMC of any liability that it might otherwise have under this Agreement
that arise out of its willful misfeasance, bad faith, gross negligence or
reckless disregard in the performance of its duties hereunder.
(c) RSMC shall employ a commercially reasonable virus detection
software program to test the on-site hardware and software applications utilized
by RSMC to deliver the services required hereunder to determine that such
hardware and software does not contain any computer code designed to disrupt,
disable, harm, or otherwise impede operation.
5. COMPENSATION. As compensation for services rendered by RSMC during the
term of this Agreement, the Trust, on behalf of each Fund, will pay to RSMC a
fee or fees as may be agreed to in writing by the Trust and RSMC.
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 thereafter
unless terminated by the
Fund upon sixty (60) days' written notice given to RSMC or by RSMC upon sixty
(60) days' written notice given to the Trust; 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 sixty (60) days or more after receipt of written
specification of such cause. Any such termination shall not affect the rights
and obligations of the parties under Section 6 hereof.
(c) In the event 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 and 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 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 MUTUAL FUND
By: /s/ Xxxx X. Xxxxxx
------------------------------------
Name: Xxxx X. Xxxxxx
Title: Vice President and Chief
Financial Officer
XXXXXX SQUARE MANAGEMENT CORPORATION
By: /s/ Xxxx Xxxxxxx
------------------------------------
Name: Xxxx Xxxxxxx
Title: Vice President
EXHIBIT A
THIS EXHIBIT A, dated May 25, 2006, is Exhibit A to that certain
Compliance Services Agreement dated as of May 1, 2006 between Xxxxxx Square
Management Corporation and WT Mutual Fund.
Fund Share Classes
---- ---------------------------------
Wilmington Short/Intermediate-Term Bond Fund Institutional Investor
Wilmington Broad Market Bond Fund Institutional Investor
Wilmington Municipal Bond Fund Institutional Investor
Wilmington Short-Term Bond Fund Institutional Investor
Wilmington Large-Cap Core Fund Institutional Investor
Wilmington Large-Cap Value Fund Institutional Investor
Wilmington Small-Cap Core Fund Institutional Investor
Wilmington Multi-Manager Real Asset Fund Institutional Investor
Wilmington Multi-Manager International Fund Institutional Investor
Wilmington Multi-Manager Large-Cap Fund Institutional Investor Service
Wilmington Multi-Manager Mid-Cap Fund Institutional Investor Service
Wilmington Multi-Manager Small-Cap Fund Institutional Investor Service
Wilmington Large-Cap Growth Fund Institutional Investor
Roxbury Mid-Cap Fund Institutional Investor
Roxbury Small-Cap Growth Fund Institutional Investor
Roxbury Micro-Cap Fund Institutional Investor
Wilmington Prime Money Market Fund Institutional (formerly, Invesor)
Service
Class W
Wilmington U.S. Government Money Market Fund Institutional (formerly, Invesor)
Service
Class W
Wilmington Tax - Exempt Money Market Fund Institutional (formerly, Invesor)
Class W
Wilmington Aggressive Asset Allocation Fund Institutional Investor
Wilmington Moderate Asset Allocation Fund Institutional Investor
Wilmington Conservative Asset Allocation Fund Institutional Investor
Wilmington Small-Cap Growth Fund Institutional Investor
Wilmington Mid-Cap Core Fund Institutional Investor
Wilmington Small-Cap Value Fund Institutional Investor
Wilmington ETF Allocation Fund Institutional Investor
Wilmington Tax-Managed Cap-Free Fund Institutional Investor
XXXXXX SQUARE MANAGEMENT CORPORATION
By: /s/ Xxxx Xxxxxxx
---------------------------------
Name: Xxxx Xxxxxxx
Title: Vice President
WT MUTUAL FUND
By: /s/ Xxxx X. Xxxxxx
---------------------------------
Name: Xxxx X. Xxxxxx
Title: Vice President and
Chief Financial Officer