EXHIBIT H(ii)
ADMINISTRATION AND ACCOUNTING SERVICES AGREEMENT
THIS AGREEMENT is made as of November 1, 1999 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 its 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 furnish 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 written instructions signed
by an Authorized Person and received 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;
(f) a copy of any shareholder servicing agreement made
in respect of the Fund or a Portfolio; and
(g) 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 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 request and 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.
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, on behalf of each Portfolio,
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, on behalf of each Portfolio,
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) 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. Any amounts payable by the
Fund hereunder shall be satisfied only against the relevant Portfolio's
assets and not against the assets of any other investment portfolio of the
Fund.
(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.
13. RESPONSIBILITY OF PFPC.
(a) PFPC shall be under no duty to take any action on
behalf of the Fund or any Portfolio 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 its best efforts, within
reasonable limits, 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 to
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.
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
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.
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 and file with the SEC the Fund's annual,
semi-annual, and quarterly shareholder reports;
(viii) Monitor sales of the Fund's shares and assure that the Fund
has properly registered such shares with the SEC and
applicable state authorities;
(ix) Prepare, coordinate with the Fund's counsel and file with the
SEC Post-Effective Amendments to the Fund's Registration
Statement, prepare reports to the SEC including, the
preparation and filing of (i) semi-annual reports on Form
N-SAR and (ii) Notices pursuant to Rule 24f-2;
(x) Assist in the preparation and filing with the SEC of notices
of Annual or Special Meetings of Shareholders and Proxy
materials relating to such meetings;
(xi) Assist in obtaining and filing with the SEC the fidelity bond
and directors' and officers'/errors and omissions insurance
policies for the Fund in accordance with the requirements of
Rule 17g-1 and 17d-1(d)(7) under the 1940 Act as such bond and
policies are approved by the Fund's Board of Trustees;
(xii) Monitor the Fund's assets to assure adequate fidelity bond
coverage is maintained;
(xiii) Draft agendas, resolutions and materials for quarterly and
special Board meetings;
(xiv) Coordinate the preparation, assembly and mailing of Board
materials;
(xv) Maintain the Fund's corporate calendar to assure compliance
with various filing and Board approval deadlines;
(xvi) Coordinate contractual relationships and communications
between the Fund and its contractual service providers;
(xvii) Prepare and monitor an expense budget for each Series,
including accruals for each category of expenses;
(xviii) Determine the amount of dividends and other distributions
payable to shareholders as necessary to maintain the
qualification as a regulated investment company of each
Series of the Fund under the Code;
(xix) Provide personnel to serve as officers of the Fund if so
elected by the Trustees; and
(xx) Monitor the Fund's compliance with the amounts and
conditions of each state qualification.
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, 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 material breach to constitute ?cause" under
this Paragraph, PFPC must receive written notice from the Fund specifying the
material 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 of
Wilmington Trust Company, 0000 X. Xxxxxx Xx., Xxxxxxxxxx, XX 00000 Attn:
Xxxxxx Xxxxxxxxx; or (c) if to neither of the foregoing, 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. 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.
19. 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.
20. 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 with PFPC and the Fund 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).
21. 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.
22. FURTHER ACTIONS. Each party agrees to perform such further
acts and execute such further documents as are necessary to effectuate the
purposes hereof.
23. 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.
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: /S/ XXXXXXX X. XXXXX.
Title: EXECUTIVE VICE PRESIDENT
WT MUTUAL FUND
By: /S/ XXXXXX X. XXXXXXXXX
Xxxxx: PRESIDENT
EXHIBIT A
THIS EXHIBIT A, dated as of November 1, 1999, is Exhibit A to that
certain Administration and Accounting Services Agreement dated as of November
1, 1999 between PFPC Inc. and WT Mutual Fund.
(d) PORTFOLIOS
Wilmington Premier Money Market Portfolio
Wilmington Premier Money Market Portfolio-Institutional Class
Wilmington Prime Money Market Portfolio
Wilmington Prime Money Market Portfolio-Investor Class
Wilmington Prime Money Market Portfolio-Institutional Class
CRM Prime Money Market Fund
CRM Prime Money Market Fund-Investor Class
CRM Prime Money Market Fund-Institutional Class
Wilmington U.S. Government Portfolio
Wilmington U.S. Government Portfolio-Investor Class
Wilmington U.S. Government Portfolio-Institutional Class
Wilmington Tax-Exempt Portfolio
Wilmington Tax-Exempt Portfolio-Investor Class
Wilmington Tax-Exempt Portfolio-Institutional Class
CRM Tax-Exempt Fund
CRM Tax-Exempt Fund-Investor Class
CRM Tax-Exempt Fund-Institutional Class
Wilmington Short/Intermediate Bond Portfolio
Wilmington Short/Intermediate Bond Portfolio-Investor Class
Wilmington Short/Intermediate Bond Portfolio-Institutional Class
Wilmington Intermediate Bond Portfolio
Wilmington Intermediate Bond Portfolio-Investor Class
Wilmington Intermediate Bond Portfolio-Institutional Class
CRM Intermediate Bond Fund
CRM Intermediate Bond Fund-Investor Class
CRM Intermediate Bond Fund-Institutional Class
Wilmington Municipal Bond Portfolio
Wilmington Municipal Bond Portfolio-Investor Class
Wilmington Municipal Bond Portfolio- Institutional Class
CRM Municipal Bond Fund
CRM Municipal Bond Fund-Investor Class
CRM Municipal Bond Fund-Institutional Class
Wilmington WT Large Cap Growth Portfolio
Wilmington WT Large Cap Growth Portfolio-Investor Class
Wilmington WT Large Cap Growth Portfolio-Institutional Class
Roxbury Large Cap Growth Fund
Roxbury Large Cap Growth Fund-Class A
Roxbury Large Cap Growth Fund-Class B
Roxbury Large Cap Growth Fund-Class C
Wilmington Large Cap Core Portfolio
Wilmington Large Cap Core Portfolio-Investor Class
Wilmington Large Cap Core Portfolio-Institutional Class
Wilmington Small Cap Core Portfolio
Wilmington Small Cap Core Portfolio-Investor Class
Wilmington Small Cap Core Portfolio-Institutional Class
Wilmington International Multi-Manager Portfolio
Wilmington International Multi-Manager Portfolio-Investor Class
Wilmington International Multi-Manager Portfolio- Institutional Class
Wilmington Large Cap Value Portfolio
Wilmington Large Cap Value Portfolio-Investor Class
Wilmington Large Cap Value Portfolio- Institutional Class
CRM Large Cap Value Fund
CRM Large Cap Value Fund-Investor Class
CRM Large Cap Value Fund- Institutional Class
Wilmington Mid Cap Value Portfolio
Wilmington Mid Cap Value Portfolio-Investor Class
Wilmington Mid Cap Value Portfolio-Institutional Class
CRM Mid Cap Value Fund
CRM Mid Cap Value Fund-Investor Class
CRM Mid Cap Value Fund-Institutional Class
Wilmington Small Cap Value Portfolio
Wilmington Small Cap Value Portfolio-Investor Class
Wilmington Small Cap Value Portfolio-Institutional Class
CRM Small Cap Value Fund
CRM Small Cap Value Fund-Investor Class
CRM Small Cap Value Fund-Institutional Class
AUTHORIZED PERSONS APPENDIX
NAME (TYPE) SIGNATURE
-----------------------------------------
-----------------------------------------
-----------------------------------------
-----------------------------------------
-----------------------------------------
-----------------------------------------
-----------------------------------------
