EXHIBIT 22(h)(ii)(b)
ADMINISTRATION AND ACCOUNTING SERVICES AGREEMENT
THIS AGREEMENT is made as of October 1, 2004 by and between PFPC
INC., a Delaware corporation ("PFPC"), which is a wholly owned subsidiary of
PFPC Worldwide Inc. and WT MUTUAL FUND, a Delaware business trust (the "Fund").
W I T N E S S E T H :
WHEREAS, the Fund is registered as an open-end management investment
company under the Investment Company Act of 1940, as amended (the "1940 Act");
and
WHEREAS, the Fund wishes to retain PFPC to provide administration
and accounting services to the Fund's investment portfolios listed on Exhibit A
attached hereto and made a part hereof, as such Exhibit A may be amended from
time to time (each a "Portfolio") and PFPC wishes to render such services.
NOW, THEREFORE, in consideration of the premises and the mutual
covenants herein contained, and intending to be legally bound hereby the parties
hereto agree as follows:
1. DEFINITIONS. AS USED IN THIS AGREEMENT:
(a) "1933 Act" means the Securities Act of 1933, as amended.
(b) "1934 Act" means the Securities Exchange Act of 1934, as
amended.
(c) "Authorized Person" means any officer of the Fund and any
other person duly authorized by the Fund's Board of Trustees to give Oral
Instructions and Written Instructions on behalf of the Fund and listed on the
Authorized Persons Appendix attached hereto and made a part hereof or any
amendment thereto as may be received by PFPC. An Authorized Person's scope of
authority may be limited by the Fund by setting forth such limitation in the
Authorized Persons Appendix.
(d) "CEA" means the Commodities Exchange Act, as amended.
(e) "Oral Instructions" mean oral instructions received by
PFPC from an Authorized Person or from a person reasonably believed by PFPC to
be an Authorized Person.
(f) "SEC" means the Securities and Exchange Commission.
(g) "Securities Laws" means the 1933 Act, the 1934 Act, the
1940 Act and the CEA.
(h) "Shares" mean the shares of beneficial interest of any
series or class of the Fund.
(i) "Written Instructions" mean (a) written instructions
signed by an Authorized Person and received by PFPC or (b) instructions sent via
electronic mail by an Authorized person and received and opened by PFPC. The
instructions may be delivered by hand, mail, tested telegram, cable, telex or
facsimile sending device.
2. APPOINTMENT. The Fund hereby appoints PFPC to provide administration
and accounting services to the each of the Portfolios, in accordance with the
terms set forth in this Agreement. PFPC accepts such appointment and agrees to
furnish such services.
3. DELIVERY OF DOCUMENTS. The Fund has provided or, where applicable,
will provide PFPC with the following:
(a) certified or authenticated copies of the resolutions of
the Fund's Board of Trustees, approving the appointment of PFPC or its
affiliates to provide services to each Portfolio and approving this Agreement;
(b) a copy of Fund's most recent effective registration
statement;
(c) a copy of each Portfolio's advisory agreement or
agreements;
(d) a copy of the distribution agreement with respect to each
class of Shares representing an interest in a Portfolio;
(e) a copy of any additional administration agreement with
respect to a Portfolio;
(e) a copy of any shareholder servicing agreement made in
respect of the Fund or a Portfolio; and
(f) copies (certified or authenticated, where applicable) of
any and all amendments or supplements to the foregoing.
4. COMPLIANCE WITH RULES AND REGULATIONS.
PFPC undertakes to comply with all applicable requirements of the
Securities Laws, and any laws, rules and regulations of governmental authorities
having jurisdiction with respect to the duties to be performed by PFPC
hereunder. Except as specifically set forth herein, PFPC assumes no
responsibility for such compliance by the Fund or any Portfolio.
5. INSTRUCTIONS.
(a) Unless otherwise provided in this Agreement, PFPC shall act only
upon Oral Instructions and Written Instructions.
(b) PFPC shall be entitled to rely upon any Oral Instructions and
Written Instructions it receives from an Authorized Person (or from a person
reasonably believed by PFPC to be an Authorized Person) pursuant to this
Agreement. PFPC may assume that any Oral Instruction or Written Instruction
received hereunder is not in any way inconsistent with the provisions of
organizational documents or this Agreement or of any vote, resolution or
proceeding of the Fund's Board of Trustees or of the Fund's shareholders, unless
and until PFPC receives Written Instructions to the contrary.
(c) The Fund agrees to forward to PFPC Written Instructions
confirming Oral Instructions (except where such Oral Instructions are given by
PFPC or its affiliates) so that PFPC receives the Written Instructions by the
close of business on the same day that such Oral Instructions are received. The
fact that such confirming Written Instructions are not received by PFPC shall in
no way invalidate the transactions or enforceability of the transactions
authorized by the Oral Instructions. Where Oral Instructions or Written
Instructions reasonably appear to have been received from an Authorized Person,
PFPC shall incur no liability to the Fund in acting upon such Oral Instructions
or Written Instructions provided that PFPC's actions comply with the other
provisions of this Agreement.
6. RIGHT TO RECEIVE ADVICE.
(a) Advice of the Fund. If PFPC is in doubt as to any action it
should or should not take, PFPC may request directions or advice, including Oral
Instructions or Written Instructions, from the Fund.
(b) Advice of Counsel. If PFPC shall be in doubt as to any question
of law pertaining to any action it should or should not take, PFPC may request
advice at its own cost from such counsel of its own choosing (who may be counsel
for the Fund, the Fund's investment adviser(s) or PFPC, at the option of PFPC).
(c) Conflicting Advice. In the event of a conflict between
directions, advice or Oral Instructions or Written Instructions PFPC receives
from the Fund and the advice PFPC receives from counsel, PFPC may rely upon and
follow the advice of counsel. In the event PFPC so relies on the advice of
counsel, PFPC remains liable for any action or omission on the part of PFPC
which constitutes willful misfeasance, bad faith, gross negligence or reckless
disregard by PFPC of any duties, obligations or responsibilities set forth in
this Agreement.
(d) Protection of PFPC. PFPC shall be protected in any action it
takes or does not take in reliance upon directions, advice or Oral Instructions
or Written Instructions it receives from the Fund or from counsel and which PFPC
believes, in good faith, to be consistent with those directions, advice and Oral
Instructions or Written Instructions. Nothing in this section shall be construed
so as to impose an obligation upon PFPC (i) to seek such directions, advice or
Oral Instructions or Written Instructions, or (ii) to act in accordance with
such directions, advice or Oral Instructions or Written Instructions unless,
under the terms of other provisions of this
Agreement, the same is a condition of PFPC's properly taking or not taking such
action. Nothing in this subsection shall excuse PFPC when an action or omission
on the part of PFPC constitutes willful misfeasance, bad faith, gross negligence
or reckless disregard by PFPC of any duties, obligations or responsibilities set
forth in this Agreement.
7. RECORDS; VISITS.
(a) The books and records pertaining to the Fund and the Portfolios
which are in the possession or under the control of PFPC shall be the property
of the Fund. Such books and records shall be prepared and maintained as required
by the 1940 Act and other applicable securities laws, rules and regulations. The
Fund, Authorized Persons and any regulatory agency having authority over the
Fund shall have access to such books and records at all times during PFPC's
normal business hours for reasonable audit and inspection. Upon the reasonable
request of the Fund, copies of any such books and records shall be provided by
PFPC to the Fund or to an Authorized Person, at the Fund's expense.
(b) PFPC shall create, maintain and preserve the following records:
(i) all books and records with respect to each Portfolio's
books of account;
(ii) records of each Portfolio's securities transactions; and
(iii) all other books and records as PFPC is required to
maintain pursuant to Rule 31a-1 of the 1940 Act in
connection with the services provided hereunder.
8. CONFIDENTIALITY. PFPC agrees to keep confidential all records of the
Fund and information relating to the Fund and its shareholders, unless the
release of such records or information is otherwise consented to, in writing, by
the Fund. The Fund agrees that such consent shall not be unreasonably withheld
and may not be withheld where PFPC may be exposed to civil or criminal contempt
proceedings or when required to divulge such information or records to duly
constituted authorities.
Notwithstanding any provision herein to the contrary, each party
hereto agrees that any Nonpublic Personal Information, as defined under Section
248.3(t) of Regulation S-P ("Regulation S-P"), promulgated under the
Xxxxx-Xxxxx-Xxxxxx Act (the "Act"), disclosed or otherwise made accessible by a
party hereunder is for the specific purpose of permitting the other party to
perform its duties as set forth in this Agreement. Each party agrees that, with
respect to such information, it will comply with Regulation S-P and the Act and
that it will not disclose any Nonpublic Personal Information received in
connection with this Agreement to any other party, except to the extend as
necessary to carry out the services set forth in this Agreement or as otherwise
permitted by Regulation S-P or the Act.
9. LIAISON WITH ACCOUNTANTS. PFPC shall act as liaison with the Fund's
independent public accountants and shall provide account analyses, fiscal year
summaries, and other audit-related schedules with respect to each Portfolio.
PFPC shall take all reasonable action in the performance of its duties under
this Agreement to assure that the necessary
information is made available to such accountants for the expression of their
opinion, as required by the Fund.
10. DISASTER RECOVERY. PFPC shall enter into and shall maintain in
effect with appropriate parties one or more agreements making reasonable
provisions for emergency use of electronic data processing equipment to the
extent appropriate equipment is available. In the event of equipment failures,
PFPC shall, at no additional expense to the Fund, take reasonable steps to
minimize service interruptions. PFPC shall have no liability with respect to the
loss of data or service interruptions caused by equipment failure, provided such
loss or interruption is not caused by PFPC's own willful misfeasance, bad faith,
gross negligence or reckless disregard of its duties or obligations under this
Agreement.
11. COMPENSATION. As compensation for services rendered by PFPC during
the term of this Agreement, the Fund will pay to PFPC a fee or fees as may be
agreed to in writing by the Fund and PFPC.
12. INDEMNIFICATION.
(a) The Fund agrees to indemnify and hold harmless PFPC and its
affiliates from all taxes, charges, expenses, assessments, claims and
liabilities (including, without limitation, liabilities arising under the
Securities Laws and any state or foreign securities and blue sky laws, and
amendments thereto), and expenses, including (without limitation) reasonable
attorneys' fees and disbursements arising directly or indirectly from any action
or omission to act which PFPC takes (i) at the request or on the direction of or
in reliance on the advice of the Fund or (ii) upon Oral Instructions or Written
Instructions. Neither PFPC, nor any of its affiliates, shall be indemnified
against any liability (or any expenses incident to such liability) arising out
of PFPC's or its affiliates' own willful misfeasance, bad faith, gross
negligence or reckless disregard of its duties and obligations under this
Agreement.
(b) PFPC agrees to indemnify and hold harmless the Fund from all
taxes, charges, expenses, assessments, claims and liabilities arising from
PFPC's obligations pursuant to this Agreement (including, without limitation,
liabilities arising under the Securities Laws, and any state and foreign
securities and blue sky laws, and amendments thereto) and expenses, including
(without limitation) reasonable attorneys' fees and disbursements arising
directly or indirectly out of PFPC's or its nominees' own willful misfeasance,
bad faith, gross negligence or reckless disregard of its duties and obligations
under this Agreement.
(c) In order that the indemnification provisions contained in this
Section shall apply, upon the assertion of a claim for which either party may be
required to indemnify the other, the party seeking indemnification shall
promptly notify the other party of such assertion, and shall keep the other
party advised with respect to all developments concerning such claim. The party
who may be required to indemnify shall have the option to participate with the
party seeking indemnification in the defense of such claim. The party seeking
indemnification shall in no case confess any claim or make any compromise in any
case in which the other party may be required to indemnify it except with the
other party's prior written consent.
(d) The provisions of this Section 12 shall survive termination of
this Agreement.
13. RESPONSIBILITY OF PFPC.
(a) PFPC shall be under no duty to take any action on behalf of the
Fund except as specifically set forth herein or as may be specifically agreed to
by PFPC in writing. PFPC shall be obligated to exercise care and diligence in
the performance of its duties hereunder, to act in good faith and to use
commercially reasonable efforts in performing services provided for under this
Agreement. PFPC shall be liable for any damages arising out of PFPC's failure to
perform its duties under this Agreement to the extent such damages arise out of
PFPC's willful misfeasance, bad faith, gross negligence or reckless disregard of
such duties.
(b) Without limiting the generality of the foregoing or of any other
provision of this Agreement, (i) PFPC shall not be liable for losses beyond its
control, provided that PFPC has acted in accordance with the standard of care
set forth above; and (ii) PFPC shall not be liable for (A) the validity or
invalidity or authority or lack thereof of any Oral Instruction or Written
Instruction, notice or other instrument which conforms to the applicable
requirements of this Agreement, and which PFPC reasonably believes to be
genuine; or (B) subject to Section 10, delays or errors or loss of data
occurring by reason of circumstances beyond PFPC's control, including acts of
civil or military authority, national emergencies, labor difficulties, fire,
flood, catastrophe, acts of God, insurrection, war, riots or failure of the
mails, transportation, communication or power supply.
(c) Notwithstanding anything else in this Agreement to the contrary
and except to the limited extent set forth in paragraph 13(d) below, PFPC shall
not be liable to the Fund for any consequential or special losses or damages
("Special Damages") which the Fund may incur as a consequence of PFPC's
performance of the services provided hereunder.
(d) PFPC shall be liable for Special Damages incurred by the Fund
only to the extent that Special Damages arise out of PFPC's or its affiliates'
willful misfeasance, bad faith or gross negligence in performing, or reckless
disregard of, their duties under this Agreement; provided, however, the
liability of PFPC with respect to all such Special Damages arising during the
term of this Agreement and thereafter shall be limited One Hundred Thousand
Dollars ($100,000) per transaction or series of directly related transactions;
related transactions may be related as to parties, timing or subject matter.
14. DESCRIPTION OF ACCOUNTING SERVICES ON A CONTINUOUS BASIS.
(a) PFPC will perform the following accounting services with respect
to each Portfolio:
(i) Journalize investment, capital share and income and
expense activities;
(ii) Verify investment buy/sell trade tickets when
received from the investment adviser for a Portfolio
(the "Adviser") and transmit
trades to the Fund's custodian (the "Custodian") for
proper settlement;
(iii) Maintain individual ledgers for investment
securities;
(iv) Maintain historical tax lots for each security;
(v) Reconcile cash and investment balances of the
Fund/Portfolios with the Custodian, and provide the
Adviser with the beginning cash balance available for
investment purposes;
(vi) Update the cash availability throughout the day as
required by the Adviser;
(vii) Post to and prepare the Statement of Assets and
Liabilities and the Statement of Operations;
(viii) Calculate various contractual expenses (e.g.,
advisory and custody fees);
(ix) Monitor the expense accruals and notify an officer of
the Fund of any proposed adjustments;
(x) Control all disbursements and authorize such
disbursements upon Written Instructions;
(xi) Calculate capital gains and losses;
(xii) Determine the net income of each Portfolio;
(xiii) Obtain security market quotes from independent
pricing services approved by the Adviser, or if such
quotes are unavailable, then obtain such prices from
the Adviser, at the Fund's expense and in either case
calculate the market value of each Portfolio's
Investments;
(xiv) Transmit or mail a copy of the daily portfolio
valuation to the Adviser;
(xv) Compute the net asset value of each Portfolio;
(xvi) As appropriate, compute yields, total return, expense
ratios, portfolio turnover rate, and, if required,
portfolio average dollar-weighted maturity; and
(xvii) Prepare a monthly financial statement, which will
include the following items:
Schedule of Investments
Statement of Assets and Liabilities
Statement of Operations
Statement of Changes in Net Assets
Cash Statement
Schedule of Capital Gains and Losses.
15. DESCRIPTION OF ADMINISTRATION SERVICES ON A CONTINUOUS BASIS.
(a) PFPC will perform the following administration services with
respect to each Portfolio:
(i) Prepare quarterly broker security transactions
summaries;
(ii) Prepare monthly security transaction listings;
(iii) Supply various normal and customary Portfolio and
Fund statistical data as requested on an ongoing
basis;
(iv) Prepare for execution and file the Fund's Federal and
state tax returns;
(v) Prepare and file the Fund's Semi Annual Reports with
the SEC on Form N-SAR;
(vi) Monitor each Portfolio's status as a regulated
investment company under Sub-chapter M of the
Internal Revenue Code of 1986, as amended;
(vii) Prepare the Fund's annual and semi-annual shareholder
reports (not including Form N-CSR and Form N-Q) and
coordinate the filing with the SEC;
(viii) Monitor sales of the Fund's shares and assure that
the Fund has properly registered such shares with the
applicable state authorities;
(ix) Prepare and file the following reports with the SEC:
(i) semi-annual reports on Form N-SAR; and (ii)
Notices pursuant to Rule 24f-2;
(x) Prepare and monitor an expense budget for each
Portfolio, including accruals for each category of
expenses;
(xi) Determine the amount of dividends and other
distributions payable to shareholders as necessary to
maintain the qualification as a regulated investment
company of each Portfolio of the Fund under the Code;
(xii) Prepare and coordinate with the Fund's counsel the
annual Post-Effective Amendments to the Fund's
registration statement (other than adding a new
series or class), and coordinate with the Fund's
financial printer to make such filings with the SEC;
(xiii) Assist in obtaining the fidelity bond and directors'
and officers' / errors and omissions insurance
policies for the Fund in accordance with the
requirements of Rules 17g-1 and 17d-1(d)(7) under the
1940 Act as such bond and policies are approved by
the Fund's Board of Directors;
(xiv) Coordinate the filing of the Fund's fidelity bond
with the SEC;
(xv) Prepare notices, agendas, and resolutions for
quarterly Board meetings and draft actions by written
consent of the Board;
(xiv) Coordinate the preparation, assembly and mailing of
Board materials;
(xvii) Attend quarterly Board meetings, make presentations
at such meetings as appropriate, and draft minutes of
such meetings;
(xviii) Maintain the Fund's corporate calendar to monitor
compliance with various SEC filing and Board approval
deadlines; and
(xix) Maintain Fund contract files.
16. DURATION AND TERMINATION. This Agreement shall be effective on the
date first written above and shall continue for a period of three (3) years (the
"Initial Term"). Upon the expiration of the Initial Term, unless notice of
termination has been given, this Agreement shall automatically renew for
successive terms of one (1) year ("Renewal Terms") each provided that it may be
terminated by either party without penalty during a Renewal Term upon written
notice given at least sixty (60) days prior to termination. During either the
Initial Term or the Renewal Terms, this Agreement may also be terminated on an
earlier date by either party for cause.
With respect to the Fund, "cause" shall mean PFPC's material breach
of this Agreement causing it to fail to substantially perform its duties under
this Agreement. In order for such breach to constitute "cause" under this
Paragraph, PFPC must receive written notice from the Fund specifying the breach
and PFPC shall not have corrected such breach within a 30-day period. With
respect to PFPC, "cause" includes, but is not limited to, the failure of the
Fund to pay the compensation set forth in writing pursuant to Paragraph 11 of
this Agreement after it has received written notice from PFPC specifying the
amount due and the Fund shall not have paid that amount within a 30-day period.
A constructive termination of this Agreement will
result where a substantial percentage of the Fund's assets are transferred,
merged or are otherwise removed from the Fund to another fund(s) that is not
serviced by PFPC.
Any notice of termination for cause shall be effective sixty (60)
days from the date of any such notice. Upon the termination hereof, the Fund
shall pay to PFPC such compensation as may be due for the period prior to the
date of such termination. Any termination effected shall not affect the rights
and obligations of the parties under Paragraphs 12 and 13 hereof.
17. NOTICES. All notices and other communications, including Written
Instructions, shall be in writing or by confirming telegram, cable, telex or
facsimile sending device. If notice is sent by confirming telegram, cable, telex
or facsimile sending device, it shall be deemed to have been given immediately.
If notice is sent by first-class mail, it shall be deemed to have been given
three days after it has been mailed. If notice is sent by messenger, it shall be
deemed to have been given on the day it is delivered. Notices shall be addressed
(a) if to PFPC, at 000 Xxxxxxxx Xxxxxxx, Xxxxxxxxxx, Xxxxxxxx 00000 Attn:
President; or (b) if to the Fund, c/o Wilmington Trust Company, 0000 X. Xxxxxx
Xx., Xxxxxxxxxx, XX 00000 Attn: Xxxxxx Xxxxxxxxx with a copy to Fund counsel; or
(c) at such other address as shall have been provided by like notice to the
sender of any such notice or other communication by the other party.
18. PFPC DATA-PATH SYSTEM ACCESS SERVICES. PFPC shall provide to the
Fund the Data-Path System Internet access services as set forth on Exhibit Y
attached hereto and made a part hereof, as such Exhibit Y may be amended from
time to time. Persons who are the Fund "Authorized Persons" to access Data-Path
System are set forth on Exhibit Z attached hereto and made a part hereof, as
such Exhibit Z may be amended from time to time.
19. AMENDMENTS. This Agreement, or any term thereof, may be changed or
waived only by written amendment, signed by the party against whom enforcement
of such change or waiver is sought.
20. SHAREHOLDER LIABILITY. PFPC is hereby expressly put on notice of the
limitation of shareholder liability as set forth in the Declaration of Trust of
the Fund and agrees that obligations assumed by the Fund pursuant to this
Agreement shall be limited in all cases to the Fund and its assets, and if the
liability relates to one or more Portfolios, the obligations hereunder shall be
limited to the respective assets of such Portfolios. PFPC agrees that it shall
not seek satisfaction of any such obligation from the shareholders or any
individual shareholder of the Fund, nor from the Trustees or any individual
Trustee of the Fund.
21. DELEGATION; ASSIGNMENT. PFPC may assign its rights and delegate its
duties hereunder to any wholly-owned direct or indirect subsidiary of PFPC or
PNC Bank Corp., provided that (i) PFPC gives the Fund thirty (30) days' prior
written notice; (ii) the delegate (or assignee) agrees to comply with all
relevant provisions of the 1940 Act; and (iii) PFPC and such delegate (or
assignee) promptly provide such information as the Fund may request, and respond
to such questions as the Fund may ask, relative to the delegation (or
assignment), including (without limitation) the capabilities of the delegate (or
assignee).
22. COUNTERPARTS. This Agreement may be executed in two or more
counterparts, each of which shall be deemed an original, but all of which
together shall constitute one and the same instrument.
23. FURTHER ACTIONS. Each party agrees to perform such further acts and
execute such further documents as are necessary to effectuate the purposes
hereof.
24. MISCELLANEOUS.
(a) Entire Agreement. This Agreement embodies the entire agreement
and understanding between the parties and supersedes all prior agreements and
understandings relating to the subject matter hereof, provided that the parties
may embody in one or more separate documents their agreement, if any, with
respect to delegated duties and Oral Instructions.
(b) Captions. 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.
(c) Governing Law. This Agreement shall be deemed to be a contract
made in Delaware and governed by Delaware law, without regard to principles of
conflicts of law.
(d) Partial Invalidity. 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.
(e) Successors and Assigns. This Agreement shall be binding upon and
shall inure to the benefit of the parties hereto and their respective successors
and permitted assigns.
(f) Facsimile Signatures. The facsimile signature of any party to
this Agreement shall constitute the valid and binding execution hereof by such
party.
(g) To help the U.S. government fight the funding of terrorism and
money laundering activities, U.S. Federal law requires each financial
institution to obtain, verify, and record certain information that identifies
each person who initially opens an account with that financial institution on or
after October 1, 2003. PFPC and certain of its affiliates are financial
institutions, and PFPC may, as a matter of policy, request (or may have already
requested) the Fund's name, address and taxpayer identification number or other
government-issued identification number, and, if such party is a natural person,
that party's date of birth. PFPC may also ask (and may have already asked) for
additional information, and PFPC may take steps (and may have already taken
steps) to verify the authenticity and accuracy of these data elements.
(h) Notwithstanding any provision hereof, the services of PFPC are
not, nor shall they be, construed as constituting legal advice or the provision
of legal services for or on behalf of the Fund or any other person.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to
be executed as of the day and year first above written.
PFPC INC.
By:__________________________
Name:________________________
Title:__________________________
WT MUTUAL FUND
By:__________________________
Name:________________________
Title:__________________________
EXHIBIT Y
Exhibit Y to the Administration and Accounting Services Agreement between PFPC
INC. and WT Mutual Fund.
DATA-PATH SYSTEM ACCESS SERVICES
1. PFPC SERVICES.
(a) Provide Internet access to PFPC Data-Path System ("Data-Path
System") at xxx.xxxxxxxxxxxxxxx.xxx or other site operated by PFPC
(the "Site") for Fund portfolio data otherwise supplied by PFPC to
Fund service providers via other electronic and manual methods.
Types of information to be provided on the Site include: (i) data
relating to portfolio securities (other than Compliance Reporting
Services, as defined below), (ii) general ledger balances and (iii)
net asset value-related data, including NAV and net asset,
distribution and yield detail (collectively, the "Accounting
Services"). Types of information to be provided on the Site also
include: data relating to portfolio securities relative to certain
provisions of the Internal Revenue Code, securities laws or the
Fund's offering documents (collectively, the "Compliance Reporting
Services")(the Accounting Services and the Compliance Reporting
Services are together referred to in Exhibits Y and Z as the
"Services"). The parties hereby agree that the Compliance Reporting
Services are back-end reports only and that PFPC (i) makes no
representation or warranty about the accuracy of the Compliance
Reporting Services, or how complete such information is, at any time
and (ii) shall have no liability whatsoever with respect to the
accuracy or inaccuracy or complete or incomplete nature of the
Compliance Reporting Services or reliance thereon by any party.
(b) Supply each of the Authorized Persons specified on Exhibit Z as
permissible users of Data-Path System (the "Users") with a logon ID
and Password.
(c) Provide to Users access to the information listed in (a) above using
standard inquiry tools and reports. With respect to the Accounting
Services, Users will be able to modify standard inquiries to develop
user-defined inquiry tools; however, PFPC will review computer costs
for running user-defined inquiries and may assess surcharges for
those requiring excessive hardware resources.
(d) Utilize a form of encryption that is generally available to the
public in the U.S. for standard Internet browsers and establish,
monitor and verify firewalls and other security features
(commercially reasonable for this type of information and these
types of users) and exercise commercially reasonable efforts to
attempt to maintain the security and integrity of the Site.
(e) Monitor the telephone lines involved in providing the Services and
inform the Fund promptly of any malfunctions or service
interruptions.
(f) Support the Authorized Persons' use of and access to the Site by
providing maintenance services.
(g) Allow unrestricted access to the Site by Authorized Persons without
any conditions, restrictions or surcharges, other than as may be
specifically described herein.
(h) Operate the Site twenty-four (24) hours a day, every day of the
year; provided, however that PFPC makes no representation that the
operation of the Site will be uninterrupted or error free.
(i) Maintain the Site, the Site server and all equipment related thereto
at a level expected of a first class commercial Internet site.
(j) Remove materials posted on the Site that are (1) defamatory, (2)
criminal, (3) obscene or (4) violative of any statute, regulation or
ordinance.
(k) Maintain a response time and bandwidth that would be reasonably
expected of a first class commercial Internet site in the same
industry and with the same level of business.
2. DUTIES OF THE FUND AND THE USERS.
(a) Provide and maintain a web browser supporting Secure Sockets Layer
128-bit encryption.
(b) Keep logon IDs and passwords confidential and notify PFPC
immediately in the event that a logon ID or password is lost, stolen
or if you have reason to believe that the logon ID and password are
being used by an unauthorized person.
3. STANDARD OF CARE; LIMITATIONS OF LIABILITY.
(a) Notwithstanding anything to the contrary contained in this Exhibit
or any other part of the Agreement, PFPC shall be liable for direct
damages incurred by the Fund which arise out of PFPC's failure to
perform its duties and obligations described in this Exhibit to the
extent such damages constitute willful misfeasance, bad faith, gross
negligence or reckless disregard.
(b) The Fund acknowledges that the Internet is an "open," publicly
accessible network and not under the control of any party. PFPC's
provision of Services is dependent upon the proper functioning of
the Internet and services provided by telecommunications carriers,
firewall providers, encryption system developers and others. The
Fund agrees that PFPC shall not be liable in any respect for the
actions or omissions of any third party wrongdoers (i.e., hackers
not employed by such party or its affiliates) or of any third
parties involved in the Services and shall not be liable in any
respect for the selection of any such third party, unless that
selection constitutes a breach of PFPC's standard of care above.
(c) Without limiting the generality of the foregoing or any other
provisions of this Exhibit or the Agreement and subject to its
obligations under Section 11 of the Agreement, PFPC shall not be
liable for delays or failures to perform any of the Services or
errors or loss of data occurring by reason of circumstances beyond
such party's reasonable control, including acts of civil or military
authority, national emergencies, labor difficulties, fire, flood,
catastrophe, acts of God, insurrections, war, riots or failure of
the mails, transportation, communication or power supply, functions
or malfunctions of the Internet or telecommunications services,
firewalls, encryption systems or security devices caused by any of
the above, or laws or regulations imposed after the date of this
Exhibit.
4. DURATION, TERMINATION AND CHANGES TO TERMS.
(a) PFPC shall have the right at any time to provide notice of changes
to the terms (and the associated fees) described in this Exhibit Y.
Such changes will become effective and bind the parties hereto after
sixty (60) days from the date PFPC notifies the Fund of such
changes, unless the Fund terminates this Agreement pursuant hereto
or the parties agree otherwise at such time.
(b) Either party may terminate this Exhibit upon sixty (60) days' prior
written notice to the other.
5. MISCELLANEOUS. In the event of a conflict between specific terms of this
Exhibit and the balance of the Agreement, this Exhibit shall control as to
the Services.
EXHIBIT Z
Data-Path System Authorized Persons
Exhibit Z to the Sub-Administration and Accounting Services Agreement between
PFPC INC. and WT Mutual Fund.
The following individuals shall be Fund Authorized Persons to access PFPC
Data-Path System:
NAME COMPANY OR FIRM SIGNATURE
------------------- ------------------ ---------------------------
------------------- ------------------ --------------------------
------------------- ------------------ --------------------------
------------------- ------------------ --------------------------
------------------- ------------------ --------------------------
------------------- ------------------ --------------------------
------------------- ------------------ --------------------------
------------------- ------------------ --------------------------
