EXHIBIT 23(H)(II)
ADMINISTRATION AGREEMENT
THIS AGREEMENT is made as of MAY 1, 2006 by and between Xxxxxx Square
Management Corporation, a Delaware corporation ("RSMC"), which is a wholly owned
subsidiary of Wilmington Trust Corporation and WT MUTUAL FUND, a Delaware
business trust (the "Trust").
WITNESSETH:
WHEREAS, the Trust is registered as an open-end management investment
company under the Investment Company Act of 1940, as amended (the "1940 Act");
and
WHEREAS, the Trust wishes to retain RSMC to provide administration services
to the Trust'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
"Fund") and RSMC 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 Trust and any other
person duly authorized by the Trust's Board of Trustees (the "Board") to give
Oral Instructions and Written
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Instructions on behalf of the Trust and listed as Authorized Persons on Appendix
B attached hereto and made a part hereof or any amendment thereto as may be
received by RSMC. An Authorized Person's scope of authority may be limited by
the Trust by setting forth such limitation in Appendix B.
(d) "CEA" means the Commodities Exchange Act, as amended.
(e) "Oral Instructions" means oral instructions received by RSMC from
an Authorized Person or from a person reasonably believed by RSMC 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" means the shares of beneficial interest of any series or
class of the Trust.
(i) "Written Instructions" means (a) written instructions signed by an
Authorized Person and received by RSMC or (b) instructions sent via electronic
mail by an Authorized Person and received and opened by RSMC. The instructions
may be delivered by hand, mail, tested telegram, cable, telex or facsimile
sending device.
2. APPOINTMENT. The Trust hereby appoints RSMC to provide the
administration services to each of the Funds, as described in Section 14 hereof,
in accordance with the terms set forth in this Agreement. RSMC accepts such
appointment and agrees to furnish such services.
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3. DELIVERY OF DOCUMENTS. The Trust has provided or, where applicable, will
provide RSMC with the following:
(a) certified or authenticated copies of the resolutions of the Board
, approving the appointment of RSMC or its affiliates to provide services to
each Fund and approving this Agreement;
(b) a copy of the Trust's most recent effective registration
statement;
(c) a copy of each Fund's advisory agreement or agreements;
(d) a copy of the distribution agreement with respect to each class of
Shares representing an interest in a Fund;
(e) a copy of any additional administration agreement with respect to
a Fund;
(f) a copy of any shareholder servicing agreement made in respect of
the Trust or a Fund; and
(g) copies (certified or authenticated, where applicable) of any and
all amendments or supplements to the foregoing.
4. COMPLIANCE WITH RULES AND REGULATIONS.
RSMC 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 RSMC
hereunder. Except as specifically set forth herein, RSMC assumes no
responsibility for such compliance by the Trust or any Fund.
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5. INSTRUCTIONS.
(a) Unless otherwise provided in this Agreement, RSMC shall act only
upon Oral Instructions and Written Instructions.
(b) RSMC 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 RSMC to be an Authorized Person) pursuant to this
Agreement. RSMC 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 Board or of the Trust's shareholders, unless and until RSMC
receives Written Instructions to the contrary.
(c) The Trust agrees to forward to RSMC Written Instructions
confirming Oral Instructions (except where such Oral Instructions are given by
RSMC or its affiliates) so that RSMC 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 RSMC 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,
RSMC shall incur no liability to the Trust in acting upon such Oral Instructions
or Written Instructions provided that RSMC's actions comply with the other
provisions of this Agreement.
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6. RIGHT TO RECEIVE ADVICE.
(a) Advice of the Trust. If RSMC is in doubt as to any action it
should or should not take, RSMC may request directions or advice, including Oral
Instructions or Written Instructions, from the Trust.
(b) Advice of Counsel. If RSMC shall be in doubt as to any question of
law pertaining to any action it should or should not take, RSMC may request
advice at its own cost from such counsel of its own choosing (who may be counsel
for the Trust, any of the Trust's investment advisers or RSMC, at the option of
RSMC).
(c) Conflicting Advice. In the event of a conflict between directions,
advice or Oral Instructions or Written Instructions RSMC receives from the Trust
and the advice RSMC receives from counsel, RSMC may rely upon and follow the
advice of counsel. In the event RSMC so relies on the advice of counsel, RSMC
remains liable for any action or omission on the part of RSMC which constitutes
willful misfeasance, bad faith, gross negligence or reckless disregard by RSMC
of any duties, obligations or responsibilities set forth in this Agreement.
(d) Protection of RSMC. RSMC 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 Trust or from counsel and which RSMC
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 RSMC (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 RSMC's properly taking or not taking such action. Nothing in this
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subsection shall excuse RSMC when an action or omission on the part of RSMC
constitutes willful misfeasance, bad faith, gross negligence or reckless
disregard by RSMC of any duties, obligations or responsibilities set forth in
this Agreement.
7. RECORDKEEPING AND OTHER INFORMATION;
(a) RSMC shall create, maintain and preserve all necessary records in
accordance with all applicable laws, rules and regulations, including, but not
limited to, records required by Sections 17(g), 17(j) and 31(a) of the 1940 Act
and the rules thereunder, as the same may be amended from time to time,
pertaining to the various functions (described below) to be provided by it and
not otherwise created and maintained by another party pursuant to a contract
with the Trust, provided that RSMC may preserve certain records which are
maintained by another party as is prudent or advisable in connection with a
program for disaster recovery, or at the direction of the Board.
(b) In furtherance, and not in limitation, of the foregoing, RSMC
shall also preserve all original Trust governance related documents, including,
but not limited to, the Declaration of Trust, By-laws, Committee Charters; all
Board and Committee notices, agendas, minutes and written consents as well as
all notices, agendas and minutes of meetings of shareholders; all original
agreements and contracts entered into by the Trust; and any documents or other
written information considered by the Board pursuant to Section 15(c) of the
1940 Act in approving the terms or renewal of a contract or agreement between
the Trust and investment advisers, including sub-advisers.
(c) All such records shall be the property of the Trust at all times
and shall be available for inspection and use by the Trust. Copies of such
records shall be furnished to the Trust or its authorized representatives at and
upon the Trust's request and expense. Where applicable,
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such records shall be maintained and preserved by RSMC for periods and in the
places required by Rules 17j-1 and 31a-2 under the 1940 Act. Any such records
may be maintained in the form of electronic media and stored on magnetic disk or
tape or similar recording method. RSMC may house these records in a third party
storage facility. RSMC shall use commercially reasonable efforts to assure that
adequate back-up is made of all data stored on electronic media and that any
third party storage facility maintains adequate security as hereinafter
provided. RSMC will maintain and enforce commercially reasonable safety and
physical security procedures for such types of locations, and which provide
commercially reasonable and appropriate technical and organizational safeguards
against accidental or unlawful destruction, loss, alteration and unauthorized
disclosure of or access to information and all other data owned by the Trust and
accessible by RSMC under this Agreement. Without limiting the generality of the
foregoing, RSMC will take commercially reasonable measures to secure and defend
its location and equipment against "hackers" and others who may seek, without
authorization, to modify or access any records or information contained on a
network with remote access capability. RSMC will periodically test the system
for potential areas where security could be breached. RSMC will report any
breaches of security or unauthorized access to the network that RSMC detects.
RSMC will use diligent efforts to remedy such breach of security or unauthorized
access in a timely manner and notify the Trust what the remedy was and provide
detail of that remedy.
8. AUDIT, INSPECTION AND VISITATION.
(a) RSMC shall make available during regular business hours all
records and other data created, maintained and preserved pursuant to the
foregoing provisions of this Agreement for reasonable audit and inspection by
the Trust, any person retained by the Trust, or any regulatory agency having
authority over the Trust.
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9. CONFIDENTIALITY. RSMC agrees to keep confidential all records of the
Trust and information relating to the Trust and its shareholders, unless the
release of such records or information is otherwise consented to, in writing, by
the Trust. The Trust agrees that such consent shall not be unreasonably withheld
and may not be withheld where RSMC 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 extent as
necessary to carry out the services set forth in this Agreement or as otherwise
permitted by Regulation S-P or the Act.
10. 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
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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.
11. COMPENSATION. As compensation for services rendered by RSMC during the
term of this Agreement, the Trust will pay to RSMC a fee or fees as may be
agreed to in writing by the Trust and RSMC.
12. INDEMNIFICATION.
(a) The Trust agrees to indemnify and hold harmless RSMC 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 RSMC takes (i) at the request or on the direction of or
in reliance on the advice of the Trust or (ii) upon Oral Instructions or Written
Instructions. Neither RSMC, nor any of its affiliates, shall be indemnified
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against any liability (or any expenses incident to such liability) arising out
of RSMC's or its affiliates' own willful misfeasance, bad faith, gross
negligence or reckless disregard of its duties and obligations under this
Agreement.
(b) RSMC agrees to indemnify and hold harmless the Trust from all
taxes, charges, expenses, assessments, claims and liabilities arising from
RSMC'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 RSMC'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 RSMC.
(a) RSMC shall be under no duty to take any action on behalf of the
Trust except as specifically set forth herein or as may be specifically agreed
to by RSMC in writing. RSMC shall
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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. RSMC shall be liable for
any damages arising out of RSMC's failure to perform its duties under this
Agreement to the extent such damages arise out of RSMC'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) RSMC shall not be liable for losses beyond its
control, provided that RSMC has acted in accordance with the standard of care
set forth above; and (ii) RSMC 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 RSMC reasonably believes to be
genuine; or (B) subject to Section 10, delays or errors or loss of data
occurring by reason of circumstances beyond RSMC'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, RSMC shall
not be liable to the Trust for any consequential or special losses or damages
("Special Damages") which the Trust may incur as a consequence of RSMC's
performance of the services provided hereunder.
(d) RSMC shall be liable for Special Damages incurred by the Trust
only to the extent that Special Damages arise out of RSMC's or its affiliates'
willful misfeasance, bad faith or gross negligence in performing, or reckless
disregard of, their duties under this Agreement;
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provided, however, the liability of RSMC 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 ADMINISTRATION SERVICES ON A CONTINUOUS BASIS.
(a) RSMC will perform the following administration services with
respect to each Fund:
(i) Review and oversee the services of PFPC Inc. in the
performance of its duties under the Sub-Administration and
Accounting Services Agreement with the Trust and RSMC;
(ii) Prepare and coordinate with the Trust's counsel the annual
Post-Effective Amendments to the Trust's registration
statement (other than adding a new series or class), and
coordinate with the Trust's financial printer to make such
filings with the SEC;
(iii) Assist in obtaining the fidelity bond and directors' and
officers' / errors and omissions insurance policies for the
Trust 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 Trust's Board of Directors;
(iv) Coordinate the filing of the Trust's fidelity bond with the
SEC;
(v) Prepare notices, agendas, and resolutions for quarterly
Board meetings and draft actions by written consent of the
Board;
(vi) Coordinate the preparation, assembly and mailing of Board
materials;
(vii) Attend quarterly Board meetings, and make presentations at
such meetings as appropriate;
(viii) Maintain the Trust's corporate calendar to monitor
compliance with various SEC filing and Board approval
deadlines; and
(ix) Maintain Trust contract files.
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(x) Provide non-investment related statistical and research data
as may be requested by the Board, including those Trustees
of the Trust who are not "interested persons" of the Trust
(as such term is defined in the 1940 Act) (hereinafter the
"Independent Trustees");
(xi) Provide executive and administrative services to support the
Independent Trustees, including the Independent Trustee
serving as Chairman of the Board (the "Independent Chair")
(xii) Provide recordkeeping services described in Section 7
above.
(xiii) Make available the appropriate individuals employed by
RSMC or its affiliates to serve as officers of the Trust, if
requested and elected by the Board.
(xiv) Furnish support for the Trust's Secretary in the
performance of any or all of his or her duties as the same
may be assigned or modified, from time to time, by the
Board, Independent Chair or President of the Trust. As of
the date of this Agreement, such duties include the
following:
(a) Assisting in the preparation and coordination of all
annual calendars, periodic notices, agendas, minutes,
reports and other materials necessary for the timely
and efficient conduct of the meetings of the Board and
shareholders of the Trust;
(b) Assisting in the preparation and coordination of the
filing, printing and distribution, as necessary, of
preliminary and definitive proxy solicitation
materials, annual and semiannual reports to
shareholders, post-effective amendments to the Trust's
registration statement, including mailing of trustees
and officers questionnaires, and such other regulatory
filings as required under the 1940 act;
(c) Arranging for and coordinating fulfillment with the
Trust's financial printer or person responsible for
fulfillment of the Funds' prospectuses as required to
meet demand;
(d) Arranging for and securing timely and compliant renewal
and maintenance of all required fidelity bonds and, as
instructed, other insurance policies for the protection
of the Trust, its officers and/or Board;
(e) Aiding the Trust's President in preparing letters or
other correspondence to be included in reports or other
communications with Trust shareholders;
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(f) Serving as principal point of contact, on behalf of the
Trust, with the Trust's distributor regarding the
retention of specific dealers, and the advance review
and approval of the use of specific advertising and
sales literature by the distributor for the purpose of
selling the Trust's shares; and
(g) Serving as principal point of contact, on behalf of the
Trust, with the Trust's other service providers,
including but not limited to, the investment advisers
(not including sub-advisers), sub-administration and
accounting services agent, transfer agent, distributor,
custodian(s), auditor(s) and legal counsel.
15. 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 for
cause on an earlier date by either party.
With respect to the Trust, "cause" shall mean RSMC'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,
RSMC must receive written notice from the Trust specifying the breach and RSMC
shall not have corrected such breach within a 30-day period. With respect to
RSMC, "cause" includes, but is not limited to, the failure of the Trust to pay
the compensation set forth in writing pursuant to Paragraph 11 of this Agreement
after it has received written notice from RSMC specifying the amount due and the
Trust 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
Trust's assets are transferred, merged or are otherwise removed from the Trust
to another fund(s) that is not serviced by RSMC.
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Any notice of termination for cause shall be effective sixty (60) days from
the date of any such notice. Upon the termination hereof, the Trust shall pay to
RSMC 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.
16. 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 RSMC, at 0000 Xxxxx Xxxxxx Xxxxxx, Xxxxxxxxxx, Xxxxxxxx 00000 Attn:
President; or (b) if to the Trust, c/o Wilmington Trust Company, 0000 X. Xxxxxx
Xx., Xxxxxxxxxx, XX 00000 Attn: Xxxx Xxxxxxx with a copy to Trust 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.
17. 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.
18. SHAREHOLDER LIABILITY. RSMC is hereby expressly put on notice of the
limitation of shareholder liability as set forth in the Declaration of Trust of
the Trust and agrees that obligations assumed by the Trust pursuant to this
Agreement shall be limited in all cases to the Trust and its assets, and if the
liability relates to one or more Funds, the obligations hereunder shall be
limited to the respective assets of such Fund or Funds. RSMC agrees that it
shall not seek satisfaction of any
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such obligation from the shareholders or any individual shareholder of the
Trust, nor from the Trustees or any individual Trustee of the Trust.
19. DELEGATION; ASSIGNMENT. RSMC may assign its rights and delegate its
duties hereunder to any wholly-owned direct or indirect subsidiary of Wilmington
Trust Corporation, provided that (i) RSMC gives the Trust thirty (30) days'
prior written notice; (ii) the delegate (or assignee) agrees to comply with all
relevant provisions of the 1940 Act; and (iii) RSMC and such delegate (or
assignee) promptly provide such information as the Trust may request, and
respond to such questions as the Trust may ask, relative to the delegation (or
assignment), including (without limitation) the capabilities of the delegate (or
assignee).
20. 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.
21. FURTHER ACTIONS. Each party agrees to perform such further acts and
execute such further documents as are necessary to effectuate the purposes
hereof.
22. 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.
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(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. RSMC and certain of its affiliates are financial
institutions, and RSMC may, as a matter of policy, request (or may have already
requested) the Trust's name, address and taxpayer identification number or other
government-issued identification number. RSMC may also ask (and may have already
asked) for additional information, and RSMC 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 RSMC are
not, nor shall they be, construed as constituting legal advice or the provision
of legal services for or on behalf of the Trust or any other person.
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IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed as of the day and year first above written.
Xxxxxx Square Management Corporation
By: /s/ Xxxx Xxxxxxx
------------------------------------
Name: Xxxx Xxxxxxx
Title: Senior Vice President
WT MUTUAL FUND
By: /s/ Xxxx X. Xxxxxx
------------------------------------
Name: Xxxx X. Xxxxxx
Title: Chief Financial Officer
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EXHIBIT A
THIS EXHIBIT A, dated May 1, 2006, is Exhibit A to that certain
Administration 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 Estate Securities 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 Investor
Service
Wilmington U.S. Government Money Market Fund Investor
Service
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Wilmington Tax - Exempt Money Market Fund Investor
Service
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: Senior Vice President
WT MUTUAL FUND
By: /s/ Xxxx X. Xxxxxx
---------------------------------
Name: Xxxx X. Xxxxxx
Title: Chief Financial Officer
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