SUB-ADVISORY AGREEMENT
TAMRO CAPITAL PARTNERS LLC
THIS SUB-ADVISORY AGREEMENT is made as of the 1st day of July, 2008,
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 TAMRO Capital Partners 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 Multi-Manager Small-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
1
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
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.
2
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 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;
(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; and
(3) in executing portfolio transactions, the Sub-Adviser
will give primary consideration to securing best 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 Adviser or Sub-Adviser may be a party.
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
3
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, evidencing the authority of officers and employees who are
authorized to act on behalf of the Trust, a Fund 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,
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.
18. REPRESENTATIONS. WARRANTIES AND AGREEMENTS OF THE SUB-ADVISER. The
Sub-Adviser represents, warrants and agrees that:
4
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.
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 Fund. 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
5
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.
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.
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.
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
Small-Cap Fund
By: /s/ Xxxxxxx X. Xxxxxx
Name: Xxxxxxx X. Xxxxxx
Title: Treasurer
TAMRO CAPITAL PARTNERS LLC
By: /s/ Xxxxxxxx Xxxxxxx
Name: Xxxxxxxx Xxxxxxx
Title: President
XXXXXX SQUARE MANAGEMENT CORPORATION
By: /s/ Xxxx X. Xxxxxx
Name: Xxxx X. Xxxxxx
Title: Chief Operations Officer
6
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 Actss.5(b)(1);
IRCss.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));
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: July 1, 2008
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;
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: July 1, 2008
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:
80 basis points (0.80%) on the first $25 million;
70 basis points (0.70%) on the next $50 million; and
60 basis points (0.60%) on amounts greater than $75 million.
The fee shall be payable monthly as soon as practicable after the last
day of each month based on the average daily net assets of the Fund Account.
Solely for the purpose of determining the breakpoints shown above, the assets of
the Fund Account will be aggregated with the assets of the Xxxxxxxxx U.S.
Small-Cap Equity Fund Select, LP which are being managed by Sub-Adviser in its
Small-Cap Core mandate.
Dated: July 1, 2008
