SUB-ADVISORY AGREEMENT
WILMINGTON TRUST INVESTMENT MANAGEMENT, LLC
THIS SUB-ADVISORY AGREEMENT is made as of the 16(th) day of
May, 2011, among WT Mutual Fund, a Delaware statutory trust (the "TRUST"),
Xxxxxx Square Management Corporation (the "ADVISER"), a corporation organized
under the laws of the state of Delaware and Wilmington Trust Investment
Management, LLC a limited liability company organized under the laws of the
state of Delaware (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 Large-Cap Strategy Fund and
Wilmington Small-Cap Strategy Fund (collectively, the "FUNDS") are series of
the Trust; and
WHEREAS, the Adviser acts as the investment adviser for the
Funds 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 Funds' 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:
I. 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 Funds 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.
II. 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 Funds 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.
III. 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 Funds 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.
IV. PORTFOLIO MANAGEMENT SERVICES OF THE SUB-ADVISER. The Sub-Adviser is hereby
employed and authorized to select portfolio securities for investment by the
Funds, to purchase and to sell securities for each Fund Account, and upon
making any purchase or sale decision, to place orders for the execution of such
portfolio transactions in accordance with Sections VI and VII hereof and
Schedule A hereto (as amended from time to time).
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In providing portfolio management services to each 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, 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 Funds furnished pursuant to
Section V 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 each 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 Fund 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 each Fund Account.
V. INVESTMENT OBJECTIVE, POLICIES AND RESTRICTIONS. The Trust will provide the
Sub-Adviser with the statement of investment objective, policies and
restrictions applicable to each Fund Account as contained in the Funds'
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 each Fund
Account 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.
VI. 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 each 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 each 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 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 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.
VII. ALLOCATION OF BROKERAGE. The Sub-Adviser shall have authority and
discretion to select brokers and dealers (including brokers that may be
affiliates of the Sub-Adviser to the extent permitted by Section VII C hereof)
to execute portfolio transactions initiated by the Sub-Adviser, and for the
selection of the markets on or in which the transactions will be executed,
subject to the following and subject to conformance with the policies and
procedures disclosed in the Funds' Prospectus and Statement of Additional
Information and the policies and procedures adopted by the Trust's Board of
Trustees.
A. In executing portfolio transactions, the Sub-Adviser will give
primary consideration to securing the best price and execution. Consistent with
this policy, the Sub-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 Sub-Adviser may be a party. It is
understood that neither the Trust, nor the Adviser or Sub-Adviser has adopted a
formula for allocation of the Funds' investment transaction business. It is
also understood that it is desirable for the Funds that the Sub-Adviser have
access to supplemental investment and market research and security and economic
analyses provided by certain brokers who may execute brokerage transactions at
a higher commission to the Funds than may result when allocating brokerage to
other brokers on the basis of seeking the lowest commission. Therefore, the
Sub-Adviser is authorized to place orders for the purchase and sale of
securities for the Funds with certain such brokers, subject to review by the
Trust's Board of Trustees from time to time with respect to the extent and
continuation of this
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practice. It is understood that the services provided by such brokers may be
useful to the Sub-Adviser in connection with its services to other clients of
the Sub-Adviser. The Sub-Adviser is also authorized to place orders with
certain brokers for services deemed by the Adviser to be beneficial for the
Funds; and the Sub-Adviser shall follow the directions of the Adviser or the
Trust in this regard.
B. On occasions when the Sub-Adviser deems the purchase or sale of a
security to be in the best interest of a Fund Account as well as other clients
of the Sub-Adviser, the Sub-Adviser, to the extent permitted by applicable laws
and regulations, may, but shall be under no obligation to, aggregate the
securities to be sold or purchased in order to obtain the best price and
execution. In such event, allocation of the securities so purchased or sold, as
well as expenses incurred in the transaction, will be made by the Sub-Adviser
in the manner it considers to be the most equitable and consistent with its
fiduciary obligations to the Trust in respect of the Funds and to such other
clients.
C. The Sub-Adviser agrees that it will not execute any portfolio
transactions for a Fund Account with a broker or dealer which is (i) an
affiliated person of the Trust, the Adviser or any sub-adviser for any Funds 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
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.
D. 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
Funds, which is advising the Funds, concerning the Sub-Adviser or its
affiliated persons' transactions with the Funds in securities or other assets
of the Funds, and (ii) will be limited to providing investment advice with
respect to each Fund Account.
VIII. PROXIES. The Sub-Adviser will vote all proxies solicited by or with
respect to issuers of securities in which assets of each 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.
IX. REPORTS TO THE SUB-ADVISER. The Fund will provide the Sub-Adviser with such
periodic reports concerning the status of each Fund Account as the Sub-Adviser
may reasonably request.
X. FEES FOR SERVICES. The compensation of the Sub-Adviser for its services
under this Agreement shall be calculated and paid by the Funds in accordance
with the attached Schedule C.
XI. OTHER INVESTMENT ACTIVITIES OF THE SUB-ADVISER. The Funds acknowledge 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 VII.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 Affiliated Accounts which may differ from
the advice given or the timing or nature of action taken with respect to each
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 each 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 each Fund Account 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
each Fund Account may have an interest from time to time, whether in
transactions which involve a Fund Account or otherwise. The Sub-Adviser shall
have no obligation to acquire for a Fund 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 a Fund Account or otherwise.
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XII. 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 Funds, each Fund Account, the Adviser and/or the Sub-Adviser.
XIII. 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 XIII shall be construed in
a manner inconsistent with Section 17(i) of the 1940 Act.
XIV. CONFIDENTIALITY. Subject to the duty of the Sub-Adviser, the Adviser and
the Funds 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 each Fund
Account and the actions of the Sub-Adviser, the Adviser and the Fund in respect
thereof.
XV. 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.
XVI. 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 each Fund Account as
contemplated hereby.
B. The Funds 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 investments of each Fund Account and such other information as is necessary
for the Sub-Adviser to carry out its obligations under this Agreement.
C. The Funds are currently in compliance and shall at all times
continue to comply with the requirements imposed upon the Funds by applicable
law and regulations.
XVII. 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 each 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.
XVIII. 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 Funds, 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 Funds, and will be
surrendered to the Funds promptly upon request. The Sub-Adviser agrees to keep
confidential all records of the Funds and information
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relating to the Funds, unless the release of such records or information is
otherwise consented to in writing by the Funds or the Adviser. The Funds 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 each Fund Account as the Adviser or the Funds
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 Funds 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
Funds 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 Funds, the Sub-Adviser shall permit the Funds,
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 Funds and the Adviser.
F. The Sub-Adviser will immediately notify the Funds 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
Funds 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 Funds.
XIX. AMENDMENT. This Agreement may be amended at any time, but only by written
agreement among the Sub-Adviser, the Adviser and the Funds, 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 Funds 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.
XX. 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 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 Funds. 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.
XXI. TERMINATION.
A. This Agreement may be terminated by a Fund (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 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 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
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parties hereto, but any such termination shall not affect the status,
obligations or liabilities of any party hereto to the others.
XXII. 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.
XXIII. 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.
XXIV. 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.
XXV. 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.
XXVI. 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 Large-Cap
Strategy Fund and the Wilmington Small-Cap Strategy
Fund
By: /s/ Xxxxxx X. Xxxxxx Xx.
Name: Xxxxxx X. Xxxxxx Xx.
Title: Vice President & Secretary
WILMINGTON TRUST INVESTMENT MANAGEMENT, LLC
By: /s/ R. Xxx Xxxxxxxxx
Name: R. Xxx Xxxxxxxxx
Title: President, WTIM
RODNEY SQUARE MANAGEMENT CORPORATION
By: /s/ Xxxx X. Xxxxxx
Name: Xxxx X. Xxxxxx
Title: President
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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 Funds' 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 each Fund Account as if the Fund Account
were a registered investment company subject to the investment
objective, policies and limitations applicable to that Fund stated in
the Funds Prospectus and Statement of Additional Information, as from
time to time in effect, included in the Funds 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 each 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 [section]5(b)(l); 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 Fund
Account (1940 Act [section]12(d)(l)(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 Act
[section]12(d)(l)(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
Act [section]12(d)(l)(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 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 Fund 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 12d3-1(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-l(b)(3)).
C. The Sub-Adviser will manage each 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 [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 Funds' business of investing in such stock,
securities, or currencies (IRC [section]851(b)(2)).
Dated: May 16, 2011
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 each 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 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;
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 3la-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 each Fund Account.
Dated: May 16, 2011
SCHEDULE C
FEE SCHEDULE
FEE SCHEDULE FOR ASSETS ALLOCATED TO WTIM TO BE MANAGED PURSUANT TO THE
"FUNDAMENTALLY WEIGHTED" STRATEGY:
With respect to assets of a Fund allocated to WTIM's
"fundamentally weighted" strategy as set forth in a Fund's prospectus, for the
services provided to the Funds pursuant to the attached Sub-Advisory Agreement,
the Trust shall pay the Sub-Adviser an annual fee calculated on the average
daily asset value of the Fund Account allocated to the "fundamentally weighted"
strategy as follows:
40 basis points (0.40%) on the first $10 million; 35 basis points (0.35%) on
the next $15 million; and 30 basis points (0.30%) on assets greater than $25
million.
The fee shall be calculated and paid monthly in arrears based on the
average daily net asset value of the Fund Account allocated to the
"fundamentally weighted" strategy. The fee for the Sub-Adviser is payable
monthly in arrears, promptly after the end of each month, and is calculated for
each month at one-twelfth the annual rate, as indicated above.
The fee for any period that does not constitute a full month shall be
prorated based on the number of days for which investment advisory services
have been provided by the Sub-Adviser.
FEE SCHEDULE FOR ASSETS ALLOCATED TO WTIM TO BE MANAGED PURSUANT TO THE
"QUANTITATIVE" STRATEGY:
With respect to assets of a Fund allocated to WTIM's
"quantitative" strategy as set forth in a Fund's prospectus, for the services
provided to the Funds pursuant to the attached Sub-Advisory Agreement, the
Trust shall pay the Sub-Adviser an annual fee calculated on the average daily
asset value of the Fund Account allocated to the "quantitative" strategy as
follows:
WILMINGTON LARGE-CAP STRATEGY FUND:
15 basis points (0.15%) on the first $1 billion;
10 basis points (0.10%) on the next $1 billion; and
5 basis points (0.05%) on assets greater than $2 billion.
WILMINGTON SMALL-CAP STRATEGY FUND:
20 basis points (0.20%) on the first $1 billion;
15 basis points (0.15%) on the next $1 billion; and
10 basis points (0.10%) on assets greater than $2 billion.
The fee shall be calculated and paid monthly in arrears based on the
average daily net asset value of the Fund Account allocated to the
"quantitative" strategy. The fee for the Sub-Adviser is payable monthly in
arrears, promptly after the end of each month, and is calculated for each month
at one-twelfth the annual rate, as indicated above.
The fee for any period that does not constitute a full month shall be
prorated based on the number of days for which investment advisory services
have been provided by the Sub-Adviser.
Dated: May 16, 2011
