FORM OF SUB-ADVISORY AGREEMENT
MONTAG & XXXXXXXX, INC.
THIS SUB-ADVISORY AGREEMENT is made as of the 26th day of
August, 2008, among WT Mutual Fund, a Delaware business trust (the "TRUST"),
Xxxxxx Square Management Corporation (the "ADVISER"), a corporation organized
under the laws of the state of Delaware and Montag & Xxxxxxxx, Inc., a
corporation organized under the laws of the state of Georgia (the
"SUB-ADVISER").
WHEREAS, the Trust 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 Multi-Manager Large-Cap Fund (the
"FUND") is a series of the Trust; and
WHEREAS, the Adviser acts as the investment adviser for the
Fund pursuant to the terms of an Investment Advisory Agreement between the Trust
and the Adviser under which the Adviser is responsible for the coordination of
investment of the Fund'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 Trust, the Adviser and the Sub-Adviser agree as
follows:
1. APPOINTMENT OF SUB-ADVISER. The Adviser and the Trust 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 Fund which the Adviser
determines to assign to the Sub-Adviser (those assets being referred to as the
"FUND ACCOUNT"). The Adviser may, from time to time, make additions to and
withdrawals, including cash and cash equivalents, from the Fund 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 Fund with respect to the investments of the
Fund 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 Fund's Investment Advisory Agreement;
b. The Trust's most recent effective registration statement and financial
statements as filed with the Securities and Exchange Commission;
c. The Trust's Agreement and Declaration of Trust and By-Laws; and
d. Any policies, procedures or instructions adopted or approved by the
Trust'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
Fund, to purchase and to sell securities for the Fund 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 Fund 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 Trust, such specific instructions as
the Board of Trustees may adopt and communicate to the Sub-Adviser, the
investment objective, policies and restrictions of the Trust applicable to the
Fund 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 Trust to
take any action, including the purchase or sale of securities for the Fund
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 Trust the records listed in Schedule B hereto (as amended from
time to time). At the Trust's reasonable request, the Sub-Adviser will consult
with the Trust or with the Adviser with respect to any decision made by it with
respect to the investments of the Fund Account.
5. INVESTMENT OBJECTIVE, POLICIES AND RESTRICTIONS. The Trust will provide the
Sub-Adviser with the statement of investment objective, policies and
restrictions applicable to the Fund as contained in the Fund'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 Trust 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 Fund 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 Trust 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. All transactions will be consummated by payment to or
delivery by the custodian designated by the Trust (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 Fund Account, and the Sub-Adviser
shall not have possession or custody thereof. The Sub-Adviser shall advise the
Custodian and confirm in writing to the Trust and to the administrator
designated by the Trust or any other designated agent of the Trust, all
investment orders for the Fund 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 Trust and the Sub-Adviser shall issue to the Custodian such
instructions as may be appropriate in connection with the settlement of any
-2-
transaction initiated by the Sub-Adviser. The Trust 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 Trust'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 retaining the discretion to select brokers and dealers, the Adviser
acknowledges that the price the Fund Account pays or receives for a security may
be different from the price paid or received by Sub-Adviser's other clients who
utilize different brokers than the Fund Account.
c. The Adviser agrees that it will not execute any portfolio transactions
for the Fund Account with a broker or dealer which is (i) an affiliated person
of the Trust, including the Adviser or any Sub-Adviser for any Portfolio of the
Trust; or (ii) a principal underwriter of the Trust's shares, unless such
transactions are executed in accordance with Rule 17e-1 of the 1940 Act and the
Trust'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 Fund:
(1) the Sub-Adviser agrees that it will not execute any portfolio
transactions for the Fund Account with a broker or dealer which is (i) an
affiliated person of the Trust, the Adviser or any sub-adviser for any Portfolio
of the Trust; (ii) a principal underwriter of the Trust'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 Trust's Rule 17e-1
-3-
procedures, as adopted in accordance with Rule 17e-1 or (z) executed in
accordance with Rule 10f-3(c) of the 1940 and the Trust'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 Fund,
which is advising the Fund, concerning the Sub-Adviser or its affiliated
persons' transactions with the Fund in securities or other assets of the Fund,
and (ii) will be limited to providing investment advice with respect to the Fund
Account.
8. PROXIES. The Sub-Adviser will vote all proxies solicited by or with respect
to issuers of securities in which assets of the Fund Account may be invested
from time to time. At the request of the Sub-Adviser, the Adviser shall provide
the Sub-Adviser with its recommendations as to the voting of such proxies.
9. REPORTS TO THE SUB-ADVISER. The Trust will provide the Sub-Adviser with such
periodic reports concerning the status of the Fund Account as the Sub-Adviser
may reasonably request.
10. FEES FOR SERVICES. For the services to be provided hereunder, the Trust
shall pay the Sub-Adviser out of the assets of the Fund 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 Fund Account's average daily net assets.
11. OTHER INVESTMENT ACTIVITIES OF THE SUB-ADVISER. The Trust 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 Trust 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 Affiliated Accounts which may differ from the
advice given or the timing or nature of action taken with respect to the Fund
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 Fund Account over a period of time
on a fair and equitable basis relative to the Affiliated Accounts, taking into
account the investment objective and policies of the Fund and any specific
investment restrictions applicable thereto. The Trust 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 Fund Account may have an interest from time to time, whether in transactions
which involve the Fund Account or otherwise. The Sub-Adviser shall have no
obligation to acquire for the Fund Account a position in any investment which
any Affiliated Account may acquire, and the Trust shall have no first refusal,
co-investment or other rights in respect of any such investment, either for the
Fund Account or otherwise.
12. CERTIFICATE OF AUTHORITY. The Trust, 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,
-4-
evidencing the authority of officers and employees who are authorized to act on
behalf of the Trust, 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 Trust 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. CONFIDENTIALITY. Subject to the duty of the Sub-Adviser, the Adviser and the
Trust 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 Fund Account
and the actions of the Sub-Adviser, the Adviser and the Trust in respect
thereof.
15. ASSIGNMENT. This Agreement shall terminate automatically in the event of its
assignment. The Sub-Adviser shall notify the Trust and the Adviser in writing
sufficiently in advance of any proposed change of control within the meaning of
the 1940 Act to enable the Trust and the Adviser to take the steps necessary to
enter into a new contract with the Sub-Adviser.
16. REPRESENTATIONS, WARRANTIES AND AGREEMENTS OF THE TRUST. The Trust
represents, warrants and agrees that:
a. The Sub-Adviser has been duly appointed by the Board of Trustees of the
Trust to provide investment services to the Fund Account as contemplated hereby.
b. The Trust will deliver to the Sub-Adviser a true and complete copy of
the Fund's 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 Fund Account and such other information as is necessary
for the Sub-Adviser to carry out its obligations under this Agreement.
c. The Trust is currently in compliance and shall at all times continue to
comply with the requirements imposed upon the Trust by applicable law and
regulations.
17. 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 Trust to
delegate to the Sub-Adviser the provision of investment services to the Fund
Account as contemplated hereby.
b. The Adviser is currently in compliance and shall at all times continue
to comply with the requirements imposed upon the Adviser by applicable law and
regulations.
-5-
18. 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
Investment Advisers Act of 1940 ("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 Trust, 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 Trust, and will be
surrendered to the Trust promptly upon request. The Sub-Adviser agrees to keep
confidential all records of the Trust and information relating to the Trust,
unless the release of such records or information is otherwise consented to in
writing by the Trust or the Adviser. The Trust and the Adviser agree that such
consent shall not be unreasonably withheld and may not be withheld where the
Sub-Adviser may be exposed to civil or criminal contempt proceedings or when
required to divulge such information or records to duly constituted authorities.
c. The Sub-Adviser will complete such reports concerning purchases or sales
of securities on behalf of the Fund Account as the Adviser or the Trust may from
time to time 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 Trust 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, the president or a vice
president or general partner of the Sub-Adviser shall certify to the Trust 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 Trust, the Sub-Adviser shall permit the Trust, 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 an amendment to its Form ADV furnish a copy of such
amendment to the Trust and the Adviser.
f. The Sub-Adviser will immediately notify the Trust 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 Trust 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 Fund.
-6-
19. AMENDMENT. This Agreement may be amended at any time, but only by written
agreement among the Sub-Adviser, the Adviser and the Trust, 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 Fund 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.
20. EFFECTIVE DATE; TERM. This Agreement shall become effective on the date
first written above and shall remain in force for a period 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 Trust, 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 Trust. 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.
21. TERMINATION.
a. This Agreement may be terminated by the Trust (by a vote of the Board of
Trustees of the Trust or by a vote of a majority of the outstanding voting
securities of the Fund), 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 Trust, 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. Any fees due to the Sub-Adviser will be prorated to the
date of termination.
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 of a material breach of any provision thereof by
the party so notified if 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. Any fees due to the Sub-Adviser will be
prorated to the date of termination.
22. 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.
23. NOTICE. Any notice under this Agreement shall be given in writing addressed
and delivered or mailed, postage prepaid, to the other parties to this Agreement
at their principal place of business.
24. 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.
-7-
25. 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.
26. ENTIRE AGREEMENT. This Agreement and the Schedules attached hereto embodies
the entire agreement and understanding between the parties.
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 Multi-Manager
Large-Cap Fund
By:
----------------------------------
Name: Xxxx Xxxxxxx
Title: President
MONTAG & XXXXXXXX, INC.
By:
----------------------------------
Name:
Title:
XXXXXX SQUARE MANAGEMENT CORPORATION
By:
----------------------------------
Name: Xxxx X. Xxxxxx
Title:
-8-
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 Trust'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 Fund Account as if the Fund Account
were a registered investment company subject to the investment
objective, policies and limitations applicable to the Fund stated in
the Fund's Prospectus and Statement of Additional Information, as from
time to time in effect, included in the Trust'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 Fund Account.
B. The Sub-Adviser shall not, without the written approval of the Adviser,
on behalf of the Fund 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 Fund Account (1940 Act ss.5(b)(1); IRC
ss.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 Fund
Account (1940 Actss.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 Fund Account to be
held in the Fund Account (1940
Actss.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 Fund Account to be held in the Fund Account (1940
Actss.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 Fund 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 Trust (1940 Act ss.12(d)(1)(C));
-9-
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 Fund Account (1940
Act ss.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 Fund 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 Fund 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 Fund 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 Fund Account so that no more than 10%
of the gross income of the Fund Account is derived from any source
other than dividends, interest, payments with respect to securities
loans (as defined in IRC ss.512(a)(5)), and gains from the sale or
other disposition of stock or securities (as defined in the 1940 Act
ss.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 Fund's business of investing in such stock,
securities, or currencies (IRC ss.851(b)(2)).
Dated: August 26, 2008
-10-
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 Fund 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
Fund 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 Trust by brokers or
dealers;
b. the supplying of services or benefits by brokers or
dealers to:
(1) the Trust,
(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 Fund Account.
Dated: August 26, 2008
B-2
SCHEDULE C
FEE SCHEDULE
For the services to be provided to the Fund pursuant to the
attached Sub-Advisory Agreement, the Trust shall pay the Sub-Adviser out of the
assets of the Fund an annual fee in accordance with the following formula:
65 basis points (0.65%) on the first $10 million;
50 basis points (0.50%) on the next $10 million;
35 basis points (0.35%) on the next $50 million; and
25 basis points (0.25%) on amounts greater than $70 million.
The fee shall be payable monthly as soon as practicable after
the last day of each month based on the Fund Account's average daily net assets.
Dated: August 26, 2008
C-1
