EXHIBIT 23 (d)(x)
SUB-ADVISORY AGREEMENT
XXXXXXX XXXXXXXX MANAGEMENT, LLC
THIS SUB-ADVISORY AGREEMENT is made as of the 1st day of July, 2005,
among WT Mutual Fund, a Delaware business trust (the "Fund"), Xxxxxx Square
Management Corporation (the "Adviser"), a corporation organized under the laws
of the state of Delaware and Xxxxxxx Xxxxxxxx Management, LLC, a limited
liability company organized under the laws of the state of New York (the
"Sub-Adviser").
WHEREAS, the Fund is registered under the Investment Company Act of
1940, as amended (the "1940 Act"), as an open-end management investment company
and offers for public sale distinct series of shares of beneficial interest; and
WHEREAS, the Wilmington Mid Cap Strategic Allocation Fund (the
"Portfolio") is a series of the Fund; and
WHEREAS, the Adviser acts as the investment adviser for the
Portfolio pursuant to the terms of an Investment Advisory Agreement between the
Fund and the Adviser under which the Adviser is responsible for the coordination
of investment of the Portfolio'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;
NOW THEREFORE, in consideration of the promises and mutual covenants
herein contained, the Fund, the Adviser and the Sub-Adviser agree as follows:
1. APPOINTMENT OF SUB-ADVISER. The Adviser and the Fund 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 Portfolio which the Adviser
determines to assign to the Sub-Adviser (those assets being referred to as the
"Portfolio Account"). The Adviser may, from time to time, make additions to and
withdrawals, including cash and cash equivalents, from the Portfolio 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 Portfolio with respect to the investments of
the Portfolio 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 Portfolio's Investment Advisory Agreement;
b. The Fund's most recent effective registration statement and financial
statements as filed with the Securities and Exchange Commission;
c. The Fund's Agreement and Declaration of Trust and By-Laws; and
d. Any policies, procedures or instructions adopted or approved by the
Fund's Board of Trustees relating to obligations and services provided by the
Sub-Adviser.
4. PORTFOLIO MANAGEMENT SERVICES OF THE SUB-ADVISER. The Sub-Adviser is hereby
employed and authorized to select portfolio securities for investment by the
Portfolio, to purchase and to sell securities for the Portfolio 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 A hereto (as amended from time to time). In providing portfolio
management services to the Portfolio 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 Fund, such specific
instructions as the Board of Trustees may adopt and communicate to the
Sub-Adviser, the investment objective, policies and restrictions of the Fund
applicable to the Portfolio furnished pursuant to Section 5 of this Agreement,
the provisions of Schedule A and Schedule B hereto and other instructions
communicated to the Sub-Adviser by the Adviser. The Sub-Adviser is not
authorized by the Fund to take any action, including the purchase or sale of
securities for the Portfolio 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 Fund the records listed in
Schedule B hereto (as amended from time to time). At the Fund's reasonable
require, the Sub-Adviser will consult with the Fund or with the Adviser with
respect to any decision made by it with respect to the investments of the
Portfolio Account.
5. INVESTMENT OBJECTIVE, POLICIES AND RESTRICTIONS. The Fund will provide the
Sub-Adviser with the statement of investment objective, policies and
restrictions applicable to the Portfolio as contained in the Portfolio's
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 Fund
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 Portfolio 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 Fund 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. TRANSACTION PROCEDURES. All transactions will be
consummated by payment to or delivery by PFPC Trust Company, the custodian
designated by the Fund (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 Series Account, and the Sub-Adviser shall not have possession or
custody thereof. The Adviser shall advise the Custodian of the retention of the
Sub-Adviser as provided in this Agreement and shall instruct and direct the
Custodian to provide the Sub-Adviser with copies of all Series Account
statements issued by the Custodian indicating all disbursements made from the
Series Account. The Sub-Adviser shall advise the Custodian and confirm in
writing to the Fund and to the administrator designated by
-2-
the Fund or any other designated agent of the Fund, all investment orders for
the Series Account placed by it with brokers and dealers at the time and in the
manner set forth in Schedule B hereto (as amended from time to time). The Fund
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 Fund 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 Fund's Prospectus and Statement of Additional Information and the
policies and procedures adopted by the Fund'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 light of the foregoing, the Adviser acknowledges that the
Sub-Adviser is under no obligation to aggregate the securities to be purchased
or sold for the Series with transactions for other clients of the Sub-Adviser.
In retaining the discretion to select brokers and dealers, the Adviser
acknowledges that the price and execution the Series Account pays or receives
for a security may be more favorable or less favorable than the price and
execution paid or received by Sub-Adviser's other clients whose transactions are
aggregated.
c. The Adviser agrees that it will not execute any portfolio transactions
for the Portfolio Account with a broker or dealer which is (i) an affiliated
person of the Fund, including the Adviser or any Sub-Adviser for any Portfolio
of the Fund; or (ii) a principal underwriter of the Fund's shares, unless such
transactions are executed in accordance with Rule 17e-1 of the 1940 Act and the
Fund's Rule 17e-1 procedures, as adopted in accordance with Rule 17e-1.
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 Portfolio:
-3-
(1) the Sub-Adviser agrees that it will not execute any portfolio
transactions for the Portfolio Account with a broker or dealer which is (i) an
affiliated person of the Fund, the Adviser or any sub-adviser for any Portfolio
of the Fund; (ii) a principal underwriter of the Fund'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-1 of the 1940 Act and the Fund's Rule 17e-1 procedures,
as adopted in accordance with Rule 17e-1 or (z) executed in accordance with Rule
10f-3(c) of the 1940 and the Fund'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
Portfolio, which is advising the Portfolio, concerning the Sub-Adviser or its
affiliated persons' transactions with the Portfolio in securities or other
assets of the Portfolio, and (ii) will be limited to providing investment advice
with respect to the Portfolio Account.
8. PROXIES. The Sub-Adviser will vote all proxies solicited by or with respect
to issuers of securities in which assets of the Portfolio Account may be
invested from time to time, provided that the Sub-Adviser receives the necessary
proxy materials at least 10 business days before the vote, which is sufficient
time to permit the Sub-Adviser to consider what action to take. At the request
of the Sub-Adviser, the Adviser shall provide the Sub-Adviser with its
recommendations as to the voting of such proxies. Unless otherwise instructed by
the Fund's Board of Trustees, Sub-Adviser will also make all elections whether
or not to tender, convert, exchange, endorse, transfer or deliver securities in
the Portfolio Account in connection with offers to an issuer's security holders
from time to time, elect the form of dividend payments and execute waivers,
consents and other instruments with respect to such securities, provided that
the Sub-Adviser receives the necessary materials in sufficient time to permit
the Sub-Adviser to consider what action to take and to submit required
documentation.
9. REPORTS TO THE SUB-ADVISER. The Fund will provide the Sub-Adviser with such
periodic reports concerning the status of the Portfolio Account as the
Sub-Adviser may reasonably request.
10. FEES FOR SERVICES. For the services to be provided hereunder, the Portfolio
shall pay the Sub-Adviser a sub-advisory fee calculated at the annual rates
listed on the attached Schedule C. The fee shall be payable monthly as soon as
practicable after the last day of each month based on the Portfolio Account's
average daily net assets.
11. OTHER INVESTMENT ACTIVITIES OF THE SUB-ADVISER. The Fund 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 Fund 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 client accounts managed by the
-4-
Sub-Adviser, including Affiliated Accounts which may differ from the advice
given or the timing or nature of action taken with respect to the Series
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 Series Account over a period of time
on a fair and equitable basis relative to such other accounts, taking into
account the investment objective and policies of the Series and any specific
investment restrictions applicable thereto. The Fund 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 Series Account may have an interest from time to time, whether in
transactions which involve the Series Account or otherwise. The Sub-Adviser
shall have no obligation to acquire for the Series Account a position in any
investment which any Affiliated Account may acquire, and the Fund shall have no
first refusal, co-investment or other rights in respect of any such investment,
either for the Series Account or otherwise.
12. CERTIFICATE OF AUTHORITY. The Fund, 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 Fund, a Portfolio Account, the Adviser and/or the Sub-Adviser.
13. 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 Fund 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 13 shall be construed in a manner
inconsistent with Section 17(i) of the 1940 Act.
14. INDEMNIFICATION. The Adviser agrees to indemnify and hold harmless the
Sub-Adviser and its officers, directors, agents and employees from and against
any and all losses, claims, damages, liabilities or litigation (including
reasonable attorney's fees and other related expenses) incurred by the
Sub-Adviser that (i) are based upon any willful misfeasance, bad faith, gross
negligence or material breach of this Agreement by the Adviser; or (ii) are
based upon any untrue statement or alleged untrue statement of a material fact
contained in the Fund's registration statement filed with the Securities and
Exchange Commission, prospectus or Statement of Additional Information in effect
at any time covering shares of the Series, Fund marketing materials and
advertising, or any amendment thereof or any supplement thereto, or the omission
or alleged omission to state therein a material fact required to be stated
therein or necessary to make the statement therein not misleading, unless such
statement or omission was made in reliance upon written information furnished to
the Series or the Adviser or any affiliated person of the Adviser by the
Sub-Adviser or any affiliated person of the Sub-Adviser which itself is
materially misleading; and further provided, however, that the Adviser's
obligation under this Paragraph shall be reduced to the extent that the claim
against, or the loss, liability, damage or litigation experienced by the
Sub-Adviser, is caused by or is otherwise directly related to the Sub-Adviser's
own willful misfeasance, bad faith or gross negligence.
-5-
The Sub-Adviser agrees to indemnify and hold harmless the Adviser
and its officers, directors, agents and employees from and against any and all
claims losses, liabilities, damages or litigation (including reasonable
attorney's fees and other related expenses) incurred by the Adviser that are
based upon the willful misfeasance, bad faith, gross negligence or material
breach of this Agreement by the Sub-Adviser, provided, however, that the
Sub-Adviser's obligation under this Paragraph shall be reduced to the extent
that the claim against, or the loss, liability, damage or litigation experienced
by the Adviser, is caused by or is otherwise directly related to the Adviser's
own willful misfeasance, bad faith or gross negligence.
Anything to the contrary in this Section 14 notwithstanding, under
no circumstances shall the foregoing be construed to relieve the Adviser or the
Sub-Adviser from liability for (i) any violation of the Investment Advisers Act
of 1940, as amended, or any other federal securities laws or (ii) for conduct
for which the law provides a right of action for which good faith is not a
defense.
15. CONFIDENTIALITY. Subject to the duty of the Sub-Adviser, the Adviser and the
Fund 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 Portfolio
Account and the actions of the Sub-Adviser, the Adviser and the Fund in respect
thereof.
16. ASSIGNMENT. This Agreement shall terminate automatically in the event of its
assignment. The Sub-Adviser shall notify the Fund and the Adviser in writing
sufficiently in advance of any proposed change of control within the meaning of
the 1940 Act to enable the Fund and the Adviser to take the steps necessary to
enter into a new contract with the Sub-Adviser.
17. REPRESENTATIONS, WARRANTIES AND AGREEMENTS OF THE FUND. The Fund represents,
warrants and agrees that:
a. The Sub-Adviser has been duly appointed by the Board of Trustees of the
Fund to provide investment services to the Portfolio Account as contemplated
hereby.
b. The Fund 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 Portfolio Account and such other information as is necessary
for the Sub-Adviser to carry out its obligations under this Agreement.
c. The Fund is currently in compliance and shall at all times continue to
comply with the requirements imposed upon the Fund by applicable law and
regulations.
18. 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
Fund to delegate to the Sub-Adviser the provision of investment services to the
Portfolio Account as contemplated hereby.
-6-
b. The 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 and is in all other respects currently in
compliance and shall at all times continue to comply with the requirements
imposed upon the Adviser by applicable law and regulations.
19. 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
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 Fund, in the manner required or permitted by the 1940 Act, the records
identified in Schedule B. The Sub-Adviser agrees that such records (unless
otherwise indicated on Schedule B) are the property of the Fund, and will be
surrendered to the Fund promptly upon request; provided, however, that the
Sub-Adviser may retain copies of same. Subject to the duty of the Sub-Adviser,
the Adviser and the Fund to comply with applicable law, including any demand of
any regulatory or taxing authority having jurisdiction, the Sub-Adviser agrees
to keep confidential all records of the Fund and information relating to the
Fund, unless the release of such records or information is otherwise consented
to in writing by the Fund or the Adviser.
c. The Sub-Adviser will complete such reports concerning purchases or
sales of securities on behalf of the Portfolio Account as the Adviser or the
Fund may from time to time reasonably 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 Fund 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, a member of the
Sub-Adviser shall certify to the Fund upon request that the Sub-Adviser has
complied with the requirements of Rule 17j-1 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
Fund, the Sub-Adviser shall permit the Fund, its employees or its agents to
examine the reports required to be made to the Sub-Adviser by Rule 17j-1(d)(1).
e. The Sub-Adviser will promptly after filing with the Securities and
Exchange Commission any material amendment to its Form ADV furnish a copy of
such amendment to the Fund and the Adviser.
f. The Sub-Adviser will immediately notify the Fund 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 Fund 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 Portfolio.
-7-
20. AMENDMENT. This Agreement may be amended at any time, but only by written
agreement among the Sub-Adviser, the Adviser and the Fund, 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 Portfolio 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.
21. 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 Fund, 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 Portfolio. 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.
22. TERMINATION.
a. This Agreement may be terminated by the Fund (by a vote of the Board of
Trustees of the Fund or by a vote of a majority of the outstanding voting
securities of the Portfolio), 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
Fund, 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.
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 that the party so notified has
previously been notified in writing of a material breach of any provision hereof
by such party and 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.
23. 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.
24. NOTICE. Any notice under this Agreement shall be given in writing (in paper
or electronic format) addressed and delivered or mailed, postage prepaid, to the
other parties to this Agreement addressed as follows:
If to the Fund, to: WT Mutual Fund
c/o Wilmington Trust Company
0000 Xxxxx Xxxxxx Xxxxxx, 0xx Xxxxx
Xxxxxxxxxx, XX 00000
-8-
Attn: ___________________
Telephone: (000) 000-0000
Facsimile: (000) 000-0000
E-Mail: ____________________
If to the Adviser, to: Xxxxxx Square Management Corporation
0000 Xxxxx Xxxxxx Xxxxxx, 0xx Xxxxx
Xxxxxxxxxx, XX 00000
Attn: ___________________
Telephone: (000) 000-0000
Facsimile: (302) 651-___________
E-Mail: _______________________
If to the Sub-Adviser, to: Xxxxxxx Xxxxxxxx Management, LLC
000 Xxxxx Xxxxxx, 00xx Xxxxx
Xxx Xxxx, Xxx Xxxx 00000
Attn: _____________________
Telephone: (000) 000-0000
Facsimile: (000) 000-0000
E-Mail: _____________________
25. 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.
26. 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.
27. ENTIRE AGREEMENT. This Agreement and the Schedules attached hereto embodies
the entire agreement and understanding between the parties.
28. ACKNOWLEDGEMENT OF RECEIPT. By executing this Agreement, the Fund and the
Adviser acknowledge prior receipt of copies of Part II of the Sub-Adviser's Form
ADV and the Sub-Adviser's Privacy Notice under Securities and Exchange
Commission Regulation S-P.
[Signature Page Follows]
-9-
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,
on behalf of the Wilmington Mid Cap Strategic
Allocation Fund
By: _____________________________
Name:
Title:
XXXXXXX XXXXXXXX MANAGEMENT, LLC
By: _____________________________
Name:
Title:
XXXXXX SQUARE MANAGEMENT CORPORATION
By: _____________________________
Name:
Title:
-10-
SCHEDULE A
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 Fund'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 Portfolio Account as if the Portfolio
Account were a registered investment company subject to the investment
objective, policies and limitations applicable to the Portfolio stated in
the Fund's Prospectus and Statement of Additional Information, as from
time to time in effect, included in the Fund'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
Portfolio Account.
B. The Sub-Adviser shall not, without the written approval of the Adviser, on
behalf of the Portfolio 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
Portfolio Account (1940 Act Section 5(b)(1); IRC Section
851(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 Portfolio Account (1940
Act Section 12(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 Portfolio Account to be held in the Portfolio
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 Portfolio Account
to be held in the Portfolio 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
Portfolio 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 Fund (1940 Act
Section 12(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 Portfolio Account (1940 Act
Section 12(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 Portfolio 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
Portfolio 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 Portfolio 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 Portfolio Account so that no more than
10% of the gross income of the Portfolio Account is derived from any
source other than dividends, interest, payments with respect to securities
loans (as defined in IRC Section 512(a)(5)), and gains from the sale or
other disposition of stock or securities (as defined in the 1940 Act
Section 2(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 Portfolio's business of investing in such stock,
securities, or currencies (IRC Section 851(b)(2)).
Dated: July 1, 2005
SCHEDULE B
RECORD KEEPING REQUIREMENTS
Records To Be Maintained by the Sub-Adviser:
A. (Rule 31a-l(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 Portfolio 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
Portfolio 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 Fund by brokers or dealers;
b. the supplying of services or benefits by brokers or dealers
to:
(1) the Fund,
(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;
B-1
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)(10)). 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 Portfolio Account.
Dated: July 1, 2005
B-2
SCHEDULE C
FEE SCHEDULE
For the services to be provided to the Portfolio pursuant to the
attached Sub-Advisory Agreement, the Fund shall pay the Sub-Adviser an annual
fee in accordance with the following formula:
55 basis points (0.55%) on the first $75 million; and
40 basis points (0.40%) on amounts greater than $75 million.
The fee shall be payable monthly as soon as practicable after the
last day of each month based on the Portfolio Account's average daily net
assets.
Dated: July 1, 2005
C-1
