EXPENSE LIMITATION AGREEMENT
This agreement ("Agreement") is entered into as of November 1, 2007 by and
between Xxxxxx Square Management Corporation ("RSMC") and WT Mutual Fund (the
"Trust"), on behalf of the funds listed on Exhibit A attached hereto (the
"Funds").
WHEREAS, RSMC serves as the investment adviser to Funds of the Trust listed
on Exhibit A hereto;
WHEREAS, RSMC and the Trust had entered into an Expense Limitation
Agreement dated as of November 1, 2006 (the "Prior Expense Limitation
Agreement); and
WHEREAS, RSMC, the Trust and the Funds desire to enter into this new
Agreement to supersede and replace the Prior Expense Limitation Agreement;
NOW, THEREFORE, in consideration of the mutual terms and agreements set
forth herein and other good and valuable consideration, the receipt and
sufficiency of which is hereby acknowledged, the parties hereto agree as
follows:
Section 1. FEE WAIVER AND REIMBURSEMENT OF EXPENSES. Until the dates set
forth on Exhibit A, RSMC will waive its advisory fees with respect to each of
the Funds and/or reimburse or assume expenses of the Funds, as the case may be,
to the extent that the expenses of a Fund, excluding fund of fund expenses,
taxes, extraordinary expenses, brokerage commissions, interest, and
class-specific expenses and (such as Rule 12b-1 fees and sub-transfer agency
expenses), expressed as an annualized percentage of average daily net assets,
exceed the expense limitations set forth on Exhibit A. RSMC will not have any
right to recover from the Funds any amount so waived, reimbursed or assumed in
prior fiscal years or periods. RSMC shall have discretion regarding whether
expenses will be reimbursed or assumed, on the one hand, or fees will be waived,
on the other hand, to meet the expense limitations set forth on Exhibit A.
Section 2. AMENDMENTS TO AND TERM OF AGREEMENT. The parties hereto agree to
review the then-current expense limitations for each Fund on a date prior to the
termination date listed on Exhibit A to determine whether such limitations
should be amended, continued or terminated. Exhibit A may be amended, from time
to time, to reflect a new rate or new date which the parties thereto agree in
writing to be bound.
Section 3. 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.
Section 4. GOVERNING LAW. To the extent that state law has not been
preempted by the provisions of any law of the United States heretofore or
hereafter enacted, as the same may be amended from time to time, this Agreement
shall be administered, construed and enforced according to the laws of the state
of Delaware.
IN WITNESS WHEREOF, the parties hereto have entered into this Expense
Limitation Agreement as of the date first above written.
WT MUTUAL FUND on behalf of each Fund
listed on Exhibit A attached hereto
/S/ XXXX XXXXXXX
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By: Xxxx Xxxxxxx
Title: President
XXXXXX SQUARE MANAGEMENT CORPORATION
/S/ XXXX X. XXXXXX
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By: Xxxx X. Xxxxxx
Title: Vice President
EXHIBIT A
TO THE EXPENSE LIMITATION AGREEMENT
DATED NOVEMBER 1, 2007
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EXPENSE
FUND NAME LIMITATION TERMINATION DATE
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Large-Cap Core 0.80% July 1, 2012
Multi-Manager Large-Cap 1.00% July 1, 2012
Multi-Manager Mid-Cap 1.15% July 1, 2012
Multi-Manager Small-Cap 1.25% July 1, 2012
Aggressive Asset Allocation 0.50% July 1, 2012
Moderate Asset Allocation 0.50% July 1, 2012
Conservative Asset Allocation 0.50% July 1, 2012
ETF Allocation Fund 0.70% July 1, 2012
Small-Cap Growth Fund 1.05% July 1, 2012
Small-Cap Value Fund 1.05% July 1, 2012
Fundamentally Weighted Large Fund Company 0.60% July 1, 2012
Fundamentally Weighted Small Fund Company 0.60% July 1, 2012
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