EXHIBIT (H)(V)
FORM OF
SHAREHOLDER SERVICE AGREEMENT
This Shareholder Service Agreement is made as of ____ day of February,
2001, by and between Wilmington Trust Company (the "Company"), a Delaware state
chartered bank, and WT Mutual Fund (the "Trust"), a Delaware business trust, on
behalf of the portfolios listed on Schedule A hereto (each, a "Fund," and
collectively, the "Funds").
WHEREAS, the Trust is registered as an open-end investment management
company under the Investment Company Act of 1940, as amended (the "Act");
WHEREAS, the Trust wishes to retain, on behalf of the Funds, the Company to
provide certain shareholder services and administrative services to shareholders
of the Institutional Class of shares of the Funds, and the Company is willing to
furnish such services;
NOW, THEREFORE, in consideration of the premises and mutual covenants
herein contained and other good and valuable consideration, the receipt of which
is hereby acknowledged, the parties hereto agree as follows:
1. SERVICE ARRANGEMENTS.
1.1. The Company shall provide shareholder and administrative services for
certain shareholders of the Funds. Such shareholder and administrative
services include, without limitation, some or all of the following:
(i) answering inquiries regarding the Funds; (ii) assistance in
changing dividend options, account designations and addresses; (iii)
assistance in processing purchase and redemption transactions; and
(iv) such other information and services as the Funds may reasonably
request, to the extent permitted by applicable statute, rule or
regulation.
1.2. The Company shall provide such facilities and personnel as is
necessary or beneficial for providing information and services to
shareholders of the Funds, and to assist the Funds in servicing such
shareholders.
1.3. Neither the Company nor any of its employees or agents are authorized
to make any representation concerning shares of the Funds except those
contained in the Funds' then-current prospectus; and the Company, in
its capacity as described in this Agreement, shall have no authority
to act as agent for the Funds.
2. COMPENSATION.
2.1. In consideration of the services and facilities described herein, the
Company shall be entitled to receive from the Institutional class of
shares of the Fund an annual fee ("Service Payment") equal to the
amount set forth opposite such Fund's name in Schedule A hereto. The
Service Payment will accrue daily and be paid
monthly by the Funds.
2.2. The Company hereby represents that the Service Payment it is entitled
to (i) shall be disclosed to its customers, (ii) will be authorized by
its customers; and (iii) will not result in an excessive fee to the
Company.
3. SUSPENSION AND WITHDRAW OF FUND SHARES. The Trust reserves the right, at
the Trust's discretion and without notice, to suspend the sale of its
shares or withdraw the sale of its shares of the Funds.
4. TERMINATION.
4.1. This Agreement may be terminated as to any Fund at any time (without
payment of any penalty) by: (i) a majority of Trustees of the Trust
(on not more than 60 days written notice to the Company); (ii) a vote
of a majority of the outstanding voting securities of the Fund (on not
more than 60 days written notice); or (iii) the Company (on 60 days
notice to the Trust). The Trust may also terminate this Agreement for
cause on violation by the Company of any of the provisions of this
Agreement. The Trust's failure to terminate for any cause shall not
constitute a waiver of its right to terminate at a later date for any
such cause.
4.2. This Agreement will automatically terminate in the event of its
assignment.
5. LIMITATION OF LIABILITY OF THE TRUSTEES AND SHAREHOLDERS OF THE TRUST. A
copy of the Trust's Certificate of Trust is on file with the Secretary of
State of Delaware, and notice is hereby given that this instrument is
executed on behalf of the Trustees as Trustees and not individually, and
that the obligations of this instrument are not binding upon any of the
Trustees or shareholders individually, but are binding only upon the assets
and property of the Funds.
6. NOTICES. All communications shall be sent to the Funds and the Company at
the following address, 0000 Xxxxx Xxxxxx Xxxxxx, Xxxxxxxxxx, XX 00000-0000,
addressed to the appropriate party.
7. GOVERNING LAW. This Agreement and all the rights and obligations of the
parties hereunder shall be governed by and construed under the laws of the
State of Delaware.
8. EFFECTIVE DATE. This Agreement shall become effective as of the date
hereof.
[SIGNATURE PAGE FOLLOWS]
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IN WITNESS WHEREOF, the parties have caused this Agreement to be executed
by their officers designated below as of the date hereof.
WT MUTUAL FUND,
on behalf of the portfolios listed on
Schedule A
By:_____________________________
Name: Xxxx X. Xxxxx
Title: Vice President
WILMINTON TRUST COMPANY
By:_____________________________
Name: Xxxxxx X. Xxxxxxxxx
Xxxxx: Senior Vice President
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SCHEDULE A
to
Shareholder Services Agreement
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FUND AND CLASS FEE AS A PERCENTAGE OF AVERAGE DAILY NET ASSETS
The Wilmington Prime Money Market Portfolio - 0.25%
Institutional Shares
The Wilmington Tax-Exempt Portfolio - Institutional 0.25%
Shares
The Wilmington U.S. Government Portfolio - Institutional 0.25%
Shares
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