EXHIBIT 23(H)(VI)
SUB-ADMINISTRATION AND ACCOUNTING SERVICES AGREEMENT
THIS AGREEMENT is made as of May 1, 2006 by and among PFPC INC., a
Massachusetts corporation ("PFPC"), WT MUTUAL FUND, a Delaware business trust
(the "Trust") and XXXXXX SQUARE MANAGEMENT CORPORATION, a Delaware corporation
("RSMC"), which is a wholly owned subsidiary of Wilmington Trust Corporation.
WITNESSETH :
WHEREAS, the Trust is registered as an open-end management investment
company under the Investment Company Act of 1940, as amended (the "1940 Act");
and
WHEREAS, RSMC serves as administrator of the Trust pursuant to an
Administration Agreement with the Trust dated May 1, 2006; and
WHEREAS, RSMC, with the consent of the Trust, wishes to retain PFPC to
provide sub-administration and accounting services to the investment portfolios
of the Trust listed on Exhibit A attached hereto and made a part hereof, as such
Exhibit A may be amended from time to time (each, a "Fund," and collectively,
the "Funds") and PFPC wishes to render 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.
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(c) "Authorized Person" means any officer of the Trust, RSMC and any
other person duly authorized by the Trust's Board of Trustees to give Oral
Instructions and Written Instructions on behalf of the Trust and listed as
Authorized Persons on Appendix B 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 Trust by setting forth such limitation in
Appendix B.
(d) "CEA" means the Commodities Exchange Act, as amended.
(e) "Oral Instructions" means 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" means the shares of beneficial interest of any series or
class of the Trust.
(i) "Written Instructions" means (a) written instructions signed by an
Authorized Person and received by PFPC or (b) instructions sent via electronic
mail by an Authorized Person and received and opened by PFPC. The instructions
may be delivered by hand, mail, tested telegram, cable, telex or facsimile
sending device.
2. APPOINTMENT. RSMC, with the consent of the Trust, hereby appoints PFPC
to provide sub-administration and accounting services to the each of the Funds
as described in
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Paragraphs 14 and 15 hereof, in accordance with the terms set forth in this
Agreement. PFPC accepts such appointment and agrees to furnish such services.
3. 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 Trust or any Fund.
4. 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 Trust's Board of Trustees or of the Trust's shareholders,
unless and until PFPC receives Written Instructions to the contrary.
(c) The Trust and RSMC, as appropriate, agree 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
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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 Trust or RSMC in acting
upon such Oral Instructions or Written Instructions provided that PFPC's actions
comply with the other provisions of this Agreement.
5. RIGHT TO RECEIVE ADVICE.
(a) Advice of the Trust or RSMC. 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 Trust or RSMC, as
appropriate.
(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 Trust, RSMC, any of the Trust's investment advisers 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 Trust
or RSMC 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 Trust, RSMC or from counsel and which
PFPC believes, in good faith, to be consistent with
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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.
6. RECORDS; VISITS.
(a) The books and records pertaining to the Trust and the Funds which
are in the possession or under the control of PFPC shall be the property of the
Trust. Such books and records shall be prepared and maintained as required by
the 1940 Act and other applicable securities laws, rules and regulations. The
Trust, RSMC and Authorized Persons and any regulatory agency having authority
over the Trust or RSMC 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 Trust or RSMC, copies of any such books and
records shall be provided by PFPC to the Trust, RSMC or to an Authorized Person,
at the Trust's expense.
(b) PFPC shall create, maintain and preserve the following records:
(i) all books and records with respect to each Fund's books of
account;
(ii) records of each Fund'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.
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7. CONFIDENTIALITY. PFPC agrees to keep confidential all records of the
Trust and information relating to the Trust and its shareholders, unless the
release of such records or information is otherwise consented to, in writing, by
the Trust. The Trust 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. For avoidance of doubt, the Trust hereby consents to
PFPC's disclosure of such information if such disclosure is necessary or
desirable in connection with PFPC's provision of services under this Agreement.
Notwithstanding any provision herein to the contrary, each party hereto
agrees that any Nonpublic Personal Information, as defined under Section
248.3(t) of Regulation S-P ("Regulation S-P"), promulgated under the
Xxxxx-Xxxxx-Xxxxxx Act (the "Act"), disclosed or otherwise made accessible by a
party hereunder is for the specific purpose of permitting the other party to
perform its duties as set forth in this Agreement. Each party agrees that, with
respect to such information, it will comply with Regulation S-P and the Act and
that it will not disclose any Nonpublic Personal Information received in
connection with this Agreement to any other party, except to the extent as
necessary to carry out the services set forth in this Agreement or as otherwise
permitted by Regulation S-P or the Act.
8. LIAISON WITH ACCOUNTANTS. PFPC shall act as liaison with the Trust's
independent public accountants and shall provide account analyses, fiscal year
summaries, and other audit-related schedules with respect to each Fund. 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 Trust.
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9. PFPC SYSTEM. PFPC shall retain title to and ownership of any and all
data bases, computer programs, screen formats, report formats, interactive
design techniques, derivative works, inventions, discoveries, patentable or
copyrightable matters, concepts, expertise, patents, copyrights, trade secrets,
and other related legal rights utilized by PFPC in connection with the services
provided by PFPC to the Trust.
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 or RSMC, 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.
(a) As compensation for services rendered by PFPC during the term of this
Agreement, RSMC, on behalf of the Trust and its Funds, will pay to PFPC a fee or
fees as may be agreed to in writing by RSMC, the Trust and PFPC. Upon
instruction from RSMC, the Trust may make payments hereunder directly to PFPC.
(b) The Trust agrees that PFPC shall be afforded the opportunity to present
or otherwise discuss with the Trust's Board of Trustees the terms of this
Agreement, the fees and expenses associated with the Agreement and, if
applicable, any benefits accruing to PFPC or to the adviser or sponsor of the
Trust in connection with this Agreement, either prior to or a commercially
reasonable
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time after the effective date of this Agreement (which may include the next
regularly scheduled meeting of the Trust's Board of Trustees following the
effective date of this Agreement).
12. INDEMNIFICATION.
(a) The Trust and RSMC agree to indemnify and hold harmless PFPC and
its affiliates, including their respective officers, directors, agents and
employees, 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) reasonable
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 Trust or RSMC 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.
(b) PFPC agrees to indemnify and hold harmless the Trust and RSMC 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.
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(c) In order that the indemnification provisions contained in this
Section shall apply, upon the assertion of a claim for which any party may be
required to indemnify the other, the party seeking indemnification shall
promptly notify the other parties of such assertion, and shall keep the other
parties 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 another party may be required to indemnify it
except with the other party's prior written consent.
(d) The provisions of this Section 12 shall survive termination of
this Agreement.
13. RESPONSIBILITY OF PFPC.
(a) PFPC shall be under no duty to take any action on behalf of the
Trust or RSMC 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 commercially reasonable efforts 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
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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(e) below, PFPC shall
not be liable to the Trust for any consequential or special losses or damages
("Special Damages") which the Trust may incur as a consequence of PFPC's
performance of the services provided hereunder.
(d) Notwithstanding anything else in this Agreement to the contrary
and except to the limited extent set forth in paragraph 13(e) below, PFPC shall
not be liable to RSMC for any consequential or special losses or damages
("Special Damages") which RSMC may incur as a consequence of PFPC's performance
of the services provided hereunder.
(e) PFPC shall be liable for Special Damages incurred by the Trust
and/or RSMC 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. For
clarification, if each of the Trust and RSMC have incurred Special Damages
related to the same transaction or series of directly related transactions, the
Trust will have first priority in recovering any payments from PFPC pursuant to
this Section 13(e).
14. DESCRIPTION OF ACCOUNTING SERVICES ON A CONTINUOUS BASIS.
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(a) PFPC will perform the following accounting services with respect
to each Fund:
(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 Fund (the "Adviser") and
transmit trades to the Trust'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 Trust/Funds
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
Trust 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 Fund;
(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 Trust's expense and in either case calculate the market
value of each Fund's Investments;
(xiv) Transmit or mail a copy of the daily portfolio valuation to
the Adviser;
(xv) Compute the net asset value of each Fund;
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(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 SUB-ADMINISTRATION SERVICES ON A CONTINUOUS BASIS.
(a) PFPC will perform the following sub-administration services with
respect to each Fund:
(i) Prepare quarterly broker security transactions summaries;
(ii) Prepare monthly security transaction listings;
(iii) Supply various normal and customary Fund and Trust
statistical data as requested on an ongoing basis;
(iv) Prepare for execution and file the Trust's Federal and state
tax returns;
(v) Monitor each Fund's status as a regulated investment company
under Sub-chapter M of the Internal Revenue Code of 1986, as
amended;
(vi) Prepare the Trust's annual and semi-annual shareholder
reports (not including Form N-CSR and Form N-Q) and
coordinate the filing with the SEC;
(vii) Monitor sales of the Trust's shares and assure that the
Trust has properly registered such shares with the
applicable state authorities;
(viii) Prepare and file the following reports with the SEC: (i)
semi-annual reports on Form N-SAR; and (ii) Notices pursuant
to Rule 24f-2;
(ix) Prepare and monitor an expense budget for the Trust,
including accruals for each category of expenses; and
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(x) Determine the amount of dividends and other distributions
payable to shareholders as necessary to maintain the
qualification as a regulated investment company of each Fund
of the Trust under the Code.
16. DURATION AND TERMINATION. This Agreement shall be effective on the date
first written above and shall continue until September 30, 2008 (the "Initial
Term"). Upon the expiration of the Initial Term, unless notice of termination
has been given, this Agreement shall automatically renew for successive terms of
one (1) year ("Renewal Terms") each provided that it may be terminated by any of
the parties hereto without penalty during a Renewal Term upon written notice
given at least sixty (60) days prior to termination. If the Trust or RSMC
terminate this Agreement prior to the end of the Initial Term, the Trust shall
pay to PFPC such portion of the projected remaining servicing fees that would
have been earned by PFPC under this Agreement through the end of the Initial
Term as shall be mutually determined by the parties, acting in good faith, at
the time of the termination. During either the Initial Term or the Renewal
Terms, this Agreement may be terminated by any party for cause on an earlier
date without payment of any penalty or future servicing fees.
With respect to the Trust, "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 breach to constitute "cause" under this Paragraph,
PFPC must receive written notice from the Trust or RSMC specifying the 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 RSMC,
on behalf of the Trust, 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 RSMC shall not have paid that amount within a
30-day period. A constructive termination of this Agreement will result where a
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substantial percentage of the Trust's assets are transferred, merged or are
otherwise removed from the Trust 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, RSMC 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; (b) if to the Trust, c/o Wilmington Trust Company, 0000 X. Xxxxxx
Xx., Xxxxxxxxxx, XX 00000 Attn: Xxxx X. Xxxxxx with a copy to Trust counsel; or
(c) if to RSMC, at 0000 X. Xxxxxx Xx., Xxxxxxxxxx, XX 00000 Attn: Xxxx Xxxxxxx
or (d) 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. PFPC DATA REPOSITORY AND ANALYTICS SUITE ACCESS SERVICES. PFPC shall
provide to the Trust the data repository and analytics suite access services as
set forth on Exhibit Y attached hereto and made a part hereof, as such Exhibit Y
may be amended from time to time.
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19. 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.
20. 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 Trust and agrees that obligations assumed by the Trust pursuant to this
Agreement shall be limited in all cases to the Trust and its assets, and if the
liability relates to one or more Funds, the obligations hereunder shall be
limited to the respective assets of such Funds. PFPC agrees that it shall not
seek satisfaction of any such obligation from the shareholders or any individual
shareholder of the Trust, nor from the Trustees or any individual Trustee of the
Trust.
21. DELEGATION; ASSIGNMENT. PFPC may assign its rights and delegate its
duties hereunder to any wholly-owned direct or indirect subsidiary of PFPC or
The PNC Financial Services Group, Inc., provided that (i) PFPC gives the Trust
and RSMC thirty (30) days' prior written notice; (ii) the delegate (or assignee)
agrees to comply with all relevant provisions of the 1940 Act; and (iii) PFPC
and such delegate (or assignee) promptly provide such information as the Trust
and RSMC may request, and respond to such questions as the Trust and RSMC may
ask, relative to the delegation (or assignment), including (without limitation)
the capabilities of the delegate (or assignee).
22. 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.
23. FURTHER ACTIONS. Each party agrees to perform such further acts and
execute such further documents as are necessary to effectuate the purposes
hereof.
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24. 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) Information. The Trust and/or RSMC will provide such information
and documentation as PFPC may reasonably request in connection with services
provided by PFPC to the Trust.
(e) 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.
(f) 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.
(g) Facsimile Signatures. The facsimile signature of any party to this
Agreement shall constitute the valid and binding execution hereof by such party.
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(h) To help the U.S. government fight the funding of terrorism and
money laundering activities, U.S. Federal law requires each financial
institution to obtain, verify, and record certain information that identifies
each person who initially opens an account with that financial institution on or
after October 1, 2003. PFPC and certain of its affiliates are financial
institutions, and PFPC may, as a matter of policy, request (or may have already
requested) the Trust's name, address and taxpayer identification number or other
government-issued identification number. PFPC may also ask (and may have already
asked) for additional information, and PFPC may take steps (and may have already
taken steps) to verify the authenticity and accuracy of these data elements.
(i) Notwithstanding any provision hereof, the services of PFPC are
not, nor shall they be, construed as constituting legal advice or the provision
of legal services for or on behalf of the Trust, RSMC, or any other person.
[Signature Page Follows]
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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:
------------------------------------
Name:
----------------------------------
Title:
---------------------------------
WT MUTUAL FUND
By:
------------------------------------
Name:
----------------------------------
Title:
---------------------------------
XXXXXX SQUARE MANAGEMENT CORPORATION
By:
------------------------------------
Name:
----------------------------------
Title:
---------------------------------
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EXHIBIT A
Exhibit A, dated as of May 1, 2006, is Exhibit A to the Sub-Administration and
Accounting Services Agreement among PFPC Inc., WT Mutual Fund and Xxxxxx Square
Management Corporation.
LIST OF FUNDS
Wilmington Prime Money Market Fund
Wilmington U.S. Government Money Market Fund
Wilmington Tax-Exempt Money Market Fund
Wilmington Short-Term Bond Fund
Wilmington Short/Intermediate-Term Bond Fund
Wilmington Broad Market Bond Fund
Wilmington Municipal Bond Fund
Wilmington Multi-Manager Large-Cap Fund
Wilmington Multi-Manager Mid-Cap Fund
Wilmington Multi-Manager Small-Cap Fund
Wilmington Multi-Manager International Fund
Wilmington Multi-Manager Real Estate Securities Fund
Wilmington Large-Cap Core Fund
Wilmington Large-Cap Growth Fund
Wilmington Large-Cap Value Fund
Wilmington Small-Cap Core Fund
Wilmington Mid-Cap Core Fund
Wilmington Small-Cap Growth Fund
Wilmington Small-Cap Value Fund
Wilmington ETF Allocation Fund
Wilmington Aggressive Asset Allocation Fund
Wilmington Moderate Asset Allocation Fund
Wilmington Conservative Asset Allocation Fund
Wilmington Tax-Managed Cap-Free Fund
Roxbury Small Cap Growth Fund
Roxbury Mid Cap Fund
Roxbury Micro Cap Fund
[Remainder of Page has been left blank intentionally]
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EXHIBIT B
Exhibit B, dated as of May 1, 2006, is Exhibit B to the Sub-Administration and
Accounting Services Agreement among PFPC Inc., WT Mutual Fund and Xxxxxx Square
Management Corporation.
LIST OF AUTHORIZED PERSONS
Name Title
---- -----
[Remainder of Page has been left blank intentionally]
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EXHIBIT Y
Exhibit Y to the Sub-Administration and Accounting Services Agreement among PFPC
Inc., WT Mutual Fund and Xxxxxx Square Management Corporation.
DATA REPOSITORY AND ANALYTICS SUITE ACCESS SERVICES
1. PFPC SERVICES
(a) Provide Internet access to PFPC's data repository and analytics suite
at xxx.xxxxxxxxxxxxxxx.xxx or other site operated by PFPC (the "Site")
for Fund portfolio data otherwise supplied by PFPC to Fund service
providers via other electronic and manual methods. Types of
information to be provided on the Site include: (i) data relating to
portfolio securities (other than Compliance Reporting Services, as
defined below), (ii) general ledger balances and (iii) net asset
value-related data, including NAV and net asset, distribution and
yield detail (collectively, the "Accounting Services"). Types of
information to be provided on the Site also include: data relating to
portfolio securities relative to certain provisions of the Internal
Revenue Code, securities laws or the Fund's offering documents
(collectively, the "Compliance Reporting Services") (the Accounting
Services and the Compliance Reporting Services are together referred
to in Exhibit Y as the "Services"). The parties hereby agree that the
Compliance Reporting Services are back-end reports only and that PFPC
(i) makes no representation or warranty about the accuracy of the
Compliance Reporting Services, or how complete such information is, at
any time and (ii) shall have no liability whatsoever with respect to
the accuracy or inaccuracy or complete or incomplete nature of the
Compliance Reporting Services or reliance thereon by any party.
(b) Provide to Users access to the information listed in (a) above using
standard inquiry tools and reports. With respect to the Accounting
Services, Users will be able to modify standard inquiries to develop
user-defined inquiry tools; however, PFPC will review computer costs
for running user-defined inquiries and may assess surcharges for those
requiring excessive hardware resources.
(c) Utilize a form of encryption that is generally available to the public
in the U.S. for standard Internet browsers and establish, monitor and
verify firewalls and other security features (commercially reasonable
for this type of information and these types of users) and exercise
commercially reasonable efforts to attempt to maintain the security
and integrity of the Site.
(d) Monitor the telephone lines involved in providing the Services and
inform the Fund promptly of any malfunctions or service interruptions.
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(e) Support the Authorized Persons' use of and access to the Site by
providing maintenance services.
(f) Allow unrestricted access to the Site by Authorized Persons without
any conditions, restrictions or surcharges, other than as may be
specifically described herein.
(g) Operate the Site twenty-four (24) hours a day, every day of the year;
provided, however that PFPC makes no representation that the operation
of the Site will be uninterrupted or error free. The Site may be
inoperative for scheduled and emergency maintenance, and for system
upgrades.
(h) Maintain the Site, the Site server and all equipment related thereto
at a level expected of a first class commercial Internet site.
(i) Remove materials posted on the Site that are (1) defamatory, (2)
criminal, (3) obscene or (4) violative of any statute, regulation or
ordinance.
(j) Maintain a response time and bandwidth that would be reasonably
expected of a first class commercial Internet site in the same
industry and with the same level of business.
2. DUTIES OF THE TRUST AND RSMC AND THE USERS
(a) Provide and maintain a web browser supporting Secure Sockets Layer
128-bit encryption.
(b) Keep logon IDs and passwords confidential and notify PFPC immediately
in the event that a logon ID or password is lost, stolen or if you
have reason to believe that the logon ID and password are being used
by an unauthorized person.
3. STANDARD OF CARE; LIMITATIONS OF LIABILITY
(a) Notwithstanding anything to the contrary contained in this Exhibit or
any other part of the Agreement, PFPC shall be liable for direct
damages incurred by the Trust or RSMC which arise out of PFPC's
failure to perform its duties and obligations described in this
Exhibit to the extent such damages constitute willful misfeasance, bad
faith, gross negligence or reckless disregard.
(b) The Trust acknowledges that the Internet is an "open," publicly
accessible network and not under the control of any party. PFPC's
provision of Services is dependent upon the proper functioning of the
Internet and services provided by telecommunications carriers,
firewall providers, encryption system developers and others. The Trust
and RSMC agree that PFPC shall not be liable in any respect for the
actions or omissions of any third party wrongdoers (i.e., hackers not
employed by such party or its affiliates) or of any third parties
involved in the Services and shall not be liable in any respect for
the selection of any such third party, unless that selection
constitutes a breach of PFPC's standard of care above.
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(c) Without limiting the generality of the foregoing or any other
provisions of this Exhibit or the Agreement and subject to its
obligations under Section 10 of the Agreement, PFPC shall not be
liable for delays or failures to perform any of the Services or errors
or loss of data occurring by reason of circumstances beyond such
party's reasonable control, including acts of civil or military
authority, national emergencies, labor difficulties, fire, flood,
catastrophe, acts of God, insurrections, war, riots or failure of the
mails, transportation, communication or power supply, functions or
malfunctions of the Internet or telecommunications services,
firewalls, encryption systems or security devices caused by any of the
above, or laws or regulations imposed after the date of this Exhibit.
PFPC will use commercially reasonable efforts to comply with all laws
or regulations applicable to PFPC imposed after the date of this
Exhibit within a reasonable time of the effective date of each such
law or regulation.
4. DURATION, TERMINATION AND CHANGES TO TERMS.
(a) PFPC shall have the right at any time to provide notice of changes to
the terms (and the associated fees) described in this Exhibit Y. Such
changes will become effective and bind the parties hereto after sixty
(60) days from the date PFPC notifies the Trust and RSMC of such
changes, unless the Trust and RSMC terminate this Agreement pursuant
hereto or the parties agree otherwise at such time.
(b) Any party may terminate this Exhibit upon sixty (60) days' prior
written notice to the other.
5. MISCELLANEOUS. In the event of a conflict between specific terms of this
Exhibit and the balance of the Agreement, this Exhibit shall control as to the
Services.
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