SUB-ADVISORY AGREEMENT
AMONG
WT MUTUAL FUND,
XXXXXX SQUARE MANAGEMENT CORPORATION AND
WILMINGTON TRUST INVESTMENT MANAGEMENT, LLC
THIS SUB-ADVISORY AGREEMENT is made as of the 16th
day of May 2011, among WT Mutual Fund, a Delaware statutory
trust (the "Trust"), Xxxxxx Square Management Corporation (the
"Adviser"), a corporation organized under the laws of the
state of Delaware and Wilmington Trust Investment Management,
LLC, a limited liability company organized under the laws of
the state of Delaware (the "Sub-Adviser")
WHEREAS, the Trust 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 each
corresponding to a distinct portfolio; and
WHEREAS, the Adviser acts as the investment adviser
for the Funds pursuant to the terms of an Investment Advisory
Agreement between the Trust and the Adviser under which the
Adviser is responsible for the coordination of investment of
each Fund'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;
WHEREAS, the Adviser and the Trust desires to make
available the services, information, advice, assistance and
facilities of the Sub-Adviser on behalf of each of the Funds
of the Trust, and to have the Sub-Adviser provide or perform
for the Funds various research, statistical and investment
services; and
WHEREAS, the Sub-Adviser is willing to furnish such
services for the Adviser and the Trust with respect to each of
the Funds listed on Schedule A to this Agreement on the terms
and conditions hereinafter set forth;
NOW THEREFORE, in consideration of the promises and
mutual covenants herein contained, the Trust, the Adviser and
the Sub-Adviser agree as follows:
1. Appointment of Sub-Adviser. The Adviser and the Trust
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 Fund which the Adviser
determines to assign to the Sub-Adviser (those assets being
referred to as the "Fund Account"). The Adviser may, from
time to time, make additions to and withdrawals, including
cash and cash equivalents, from the Fund Account.
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 Fund with respect to the investments of the Fund 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 Fund's Investment Advisory Agreement;
B. The Trust's most recent effective registration
statement and financial statements as filed with the
Securities and Exchange Commission;
C. The Trust's Agreement and Declaration of Trust and
By-Laws; and
D. Any policies, procedures or instructions adopted or
approved by the Trust's Board of Trustees relating to
obligations and services provided by the Sub-Adviser.
4. Fund Management Services of the Sub-Adviser. The Sub-
Adviser is hereby employed and authorized to select portfolio
securities for investment by the Fund, to purchase and to sell
securities for the Fund 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 B hereto (as amended from time to time).
In providing portfolio management services to the Fund
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 Trust, such specific
instructions as the Board of Trustees may adopt and
communicate to the Sub-Adviser, the investment objective,
policies and restrictions of the Trust applicable to the Fund
furnished pursuant to Section 5 of this Agreement, the
provisions of Schedule B and Schedule C hereto and other
instructions communicated to the Sub-Adviser by the Adviser.
The Sub-Adviser is not authorized by the Trust to take any
action, including the purchase or sale of securities for the
Fund 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
Trust the records listed in Schedule C hereto (as amended from
time to time). At the Trust's reasonable request, the Sub-
Adviser will consult with the Trust or with the Adviser with
respect to any decision made by it with respect to the
investments of the Fund Account.
5. Investment Objective, Policies and Restrictions. The
Trust will provide the Sub-Adviser with the statement of
investment objective, policies and restrictions applicable to
the Fund as contained in the Funds' 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 Trust 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 Fund 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
Trust 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 Trust (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
Fund Account, and the Sub-Adviser shall not have possession or
custody thereof. The Sub-Adviser shall advise the Custodian
and confirm in writing to the Trust and to the administrator
designated by the Trust or any other designated agent of the
Trust, all investment orders for the Fund Account placed by it
with brokers and dealers at the time and in the manner set
forth in Schedule C hereto (as amended from time to time).
The Trust and the Sub-Adviser 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 Trust 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 Trust's Prospectus and Statement
of Additional Information and the policies and procedures
adopted by the Trust'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 retaining the discretion to select brokers and
dealers, the Adviser acknowledges that the price the Fund
Account pays or receives for a security may be different from
the price paid or received by Sub-Adviser's other clients who
utilize different brokers than the Fund Account.
C. The Adviser agrees that it will not execute any
portfolio transactions for the Fund Account with a broker or
dealer which is (i) an affiliated person of the Trust,
including the Adviser or any Sub-Adviser for any Fund of the
Trust; or (ii) a principal underwriter of the Trust's shares,
unless such transactions are executed in accordance with Rule
17e-l of the 1940 Act and the Trust's Rule 17e-l procedures,
as adopted in accordance with Rule 17e-l.
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 Fund while giving primary
consideration to securing best execution:
1. the Sub-Adviser agrees that it will not execute
any portfolio transactions for the Fund Account with a broker
or dealer which is (i) an affiliated person of the Trust, the
Adviser or any sub-adviser for any Fund of the Trust; (ii) a
principal underwriter of the Trust'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-l of the 1940 Act and the Trust's Rule 17e-1 procedures,
as adopted in accordance with Rule 17e-l or (z) executed in
accordance with Rule 10f-3(c) of the 1940 and the Trust'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 Fund, which
is advising the Fund, concerning the Sub-Adviser or its
affiliated persons' transactions with the Fund in securities
or other assets of the Fund, and (ii) will be limited to
providing investment advice with respect to the Fund Account.
8. Reports to the Sub-Adviser. The Trust will provide the
Sub-Adviser with such periodic reports concerning the status
of the Fund Account as the Sub-Adviser may reasonably request.
9. Fees for Services. For the services to be furnished
hereunder, the Sub-Adviser shall receive sub-advisory fees as
provided in a separate fee letter, provided that such sub-
advisory fee shall not exceed the amount of the Adviser's fees
listed in the current prospectus of each Fund. These fees may
be paid by the Adviser or directly by a Fund. If the sub-
advisory fee is paid directly by a Fund, the compensation paid
to the Adviser with respect to that Fund under its investment
advisory agreement with the Trust will be reduced by the
amount paid to the Sub-Adviser. The fee shall be payable
monthly as soon as practicable after the last day of each
month.
10. Other Investment Activities of the Sub-Adviser. The
Trust 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 Trust 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 Affiliated Accounts which may differ from the
advice given or the timing or nature of action taken with
respect to the Fund 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 Fund Account over
a period of time on a fair and equitable basis relative to the
Affiliated Accounts, taking into account the investment
objective and policies of the Fund and any specific investment
restrictions applicable thereto. The Trust 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 Fund Account may have an
interest from time to time, whether in transactions which
involve the Fund Account or otherwise. The Sub-Adviser shall
have no obligation to acquire for the Fund Account a position
in any investment which any Affiliated Account may acquire,
and the Trust shall have no first refusal, co-investment or
other rights in respect of any such investment, either for the
Fund Account or otherwise.
11. Certificate of Authority. The Trust, 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 Trust, a Fund Account, the
Adviser and/or the Sub-Adviser.
12. 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 Trust 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 12
shall be construed in a manner inconsistent with Section 17(i)
of the 1940 Act.
13. Confidentiality. Subject to the duty of the Sub-Adviser,
the Adviser and the Trust 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 Fund Account and the actions of the Sub-Adviser, the
Adviser and the Trust in respect thereof.
14. Assignment. This Agreement shall terminate automatically
in the event of its assignment. The Sub-Adviser shall notify
the Trust and the Adviser in writing sufficiently in advance
of any proposed change of control within the meaning of the
1940 Act to enable the Trust and the Adviser to take the steps
necessary to enter into a new contract with the Sub-Adviser.
15. Representations, Warranties and Agreements of the Trust.
The Trust represents, warrants and agrees that:
A. The Sub-Adviser has been duly appointed by the Board
of Trustees of the Trust to provide investment services to the
Fund Account as contemplated hereby.
B. The Trust 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
Fund Account and such other information as is necessary for
the Sub-Adviser to carry out its obligations under this
Agreement.
C. The Trust is currently in compliance and shall at
all times continue to comply with the requirements imposed
upon the Trust by applicable law and regulations.
16. 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 Trust to delegate to the Sub-Adviser the
provision of investment services to the Fund Account as
contemplated hereby.
B. The Adviser is currently in compliance and shall at
all times continue to comply with the requirements imposed
upon the Adviser by applicable law and regulations.
17. 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 Investment Advisers Act of 1940 ("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 Trust, in the manner required or
permitted by the 1940 Act, the records identified in Schedule
C. The Sub-Adviser agrees that such records (unless otherwise
indicated on Schedule C) are the property of the Trust, and
will be surrendered to the Trust promptly upon request. The
Sub-Adviser agrees to keep confidential all records of the
Trust and information relating to the Trust, unless the
release of such records or information is otherwise consented
to in writing by the Trust or the Adviser. The Trust 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
Fund Account as the Adviser or the Trust 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 provided the
Trust 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, the president or a vice president or general partner
of the Sub-Adviser shall certify to the Trust that the Sub-
Adviser has complied with the requirements of Rule 17j-l 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 Trust, the Sub-Adviser shall permit the
Trust, its employees or its agents to examine the reports
required to be made to the Sub-Adviser by Rule 17j-l(d)(l).
E. The Sub-Adviser will promptly after filing with the
Securities and Exchange Commission an amendment to its Form
ADV furnish a copy of such amendment to the Trust and the
Adviser.
F. The Sub-Adviser will immediately notify the Trust
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 Trust 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 Fund.
18. Amendment. This Agreement may be amended at any time,
but only by written agreement among the Sub-Adviser, the
Adviser and the Trust, 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 Fund 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.
19. 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 Trust, 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 Fund.
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.
20. Termination
A. This Agreement may be terminated by the Trust (by a
vote of the Board of Trustees of the Trust or by a vote of a
majority of the outstanding voting securities of the Fund),
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 Trust, 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 Any fees due to the Sub-Adviser
will be prorated to date of termination.
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. Any fees due
to the Sub-Adviser will be prorated to date of termination.
21. 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.
22. 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.
23. 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.
24. 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.
25. Entire Agreement. This Agreement and the Schedules
attached hereto embodies the entire agreement and
understanding between the parties.
[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/ Xxxxxx X. Xxxxxx Xx.
Name: Xxxxxx X. Xxxxxx Xx.
Title: Vice President &
Secretary
WILMINGTON TRUST INVESTMENT
MANAGEMENT, LLC
By: /s/ R. Xxx Xxxxxxxxx
Name: R. Xxx Xxxxxxxxx
Title: President, WTIM
RODNEY SQUARE MANAGEMENT
CORPORATION
By: /s/ Xxxx X. Xxxxxx
Name: Xxxx X. Xxxxxx
Title: President
SCHEDULE A
FUNDS
Wilmington Prime Money Market Fund
Wilmington Tax-Exempt Money Market Fund
Wilmington U.S. Government Money Market Fund
Wilmington Broad Market Bond Fund
Wilmington Municipal Bond Fund
Wilmington Short/ Intermediate-Term Bond Fund
Wilmington Multi-Manager International Fund
Wilmington Multi-Manager Real Asset Fund
Wilmington Large-Cap Strategy Fund
Wilmington Small-Cap Strategy Fund
Wilmington Aggressive Asset Allocation Fund
Wilmington Conservative Asset Allocation Fund
Dated: May 16, 2011
SCHEDULE B
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
Trust'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 Fund Account as if the
Fund Account were a registered investment company subject
to the investment objective, policies and limitations
applicable to the Fund stated in the Trust's Prospectus
and Statement of Additional Information, as from time to
time in effect, included in the Trust'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 Fund
Account.
B. The Sub-Adviser shall not, without the written approval
of the Adviser, on behalf of the Fund 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 Fund Account (1940
Act Section5(b)(1); IRC Section851(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
Fund Account (1940 Act Section12(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 Fund
Account to be held in the Fund Account (1940 Act
Section 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 Fund Account to be held
in the Fund Account (1940 Act Section
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 Fund 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 Trust
(1940 Act Section12(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 Fund Account (1940 Act
Section12(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 Fund 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 Fund 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 Fund 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 Fund Account so that no
more than 10% of the gross income of the Fund Account is
derived from any source other than dividends, interest,
payments with respect to securities loans (as defined in
IRC Section512(a)(5)), and gains from the sale or other
disposition of stock or securities (as defined in the
1940 Act Section2(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 Fund's business of investing in such
stock, securities, or currencies (IRC Section851(b)(2))
Dated: May 16, 2011
SCHEDULE C
RECORD KEEPING REQUIREMENTS
Records To Be Maintained by the Sub-Adviser:
A. (Rule 31a-1(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 Fund 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 Fund 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 Trust by brokers or
dealers;
b. the supplying of services or benefits by brokers
or dealers to:
(1) the Trust,
(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)(l0)). 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 Fund Account.
Dated: May 16, 2011
