EXPENSE LIMITATION AGREEMENT
This agreement (“Agreement”) is entered into as of November 1, 2007 by and between Xxxxxx
Square Management Corporation (“RSMC”) and WT Mutual Fund (the “Trust”), on behalf of the funds
listed on Exhibit A attached hereto (the “Funds”).
WHEREAS, RSMC serves as the investment adviser to Funds of the Trust listed on Exhibit A
hereto;
WHEREAS, RSMC and the Trust had entered into an Expense Limitation Agreement dated as of
November 1, 2006 (the “Prior Expense Limitation Agreement); and
WHEREAS, RSMC, the Trust and the Funds desire to enter into this new Agreement to supersede
and replace the Prior Expense Limitation Agreement;
NOW, THEREFORE, in consideration of the mutual terms and agreements set forth herein and other
good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the
parties hereto agree as follows:
Section 1. Fee Waiver and Reimbursement of Expenses. Until the dates set forth on
Exhibit A, RSMC will waive its advisory fees with respect to each of the Funds and/or reimburse or
assume expenses of the Funds, as the case may be, to the extent that the expenses of a Fund,
excluding fund of fund expenses, taxes, extraordinary expenses, brokerage commissions, interest,
and class-specific expenses and (such as Rule 12b-1 fees and sub-transfer agency expenses),
expressed as an annualized percentage of average daily net assets, exceed the expense limitations
set forth on Exhibit A. RSMC will not have any right to recover from the Funds any amount so
waived, reimbursed or assumed in prior fiscal years or periods. RSMC shall have discretion
regarding whether expenses will be reimbursed or assumed, on the one hand, or fees will be waived,
on the other hand, to meet the expense limitations set forth on Exhibit A.
Section 2. Amendments to and Term of Agreement. The parties hereto agree to review
the then-current expense limitations for each Fund on a date prior to the termination date listed
on Exhibit A to determine whether such limitations should be amended, continued or terminated.
Exhibit A may be amended, from time to time, to reflect a new rate or new date which the parties
thereto agree in writing to be bound.
Section 3. Notice. Any notice under this Agreement shall be given in writing
addressed and delivered or mailed postage prepaid to the other party to this Agreement at its
principal place of business.
Section 4. Governing Law. To the extent that state law has not been 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.
IN WITNESS WHEREOF, the parties hereto have entered into this Expense Limitation Agreement as
of the date first above written.
| WT MUTUAL FUND on behalf of each Fund listed on | ||||
| Exhibit A attached hereto | ||||
| /s/ Xxxx Xxxxxxx | ||||
| Title: President | ||||
| XXXXXX SQUARE MANAGEMENT CORPORATION | ||||
| /s/ Xxxx X. Xxxxxx
|
||||
| Title: Vice President |
| Expense | ||||||||
| Fund Name | Limitation | Termination Date | ||||||
Large-Cap Core |
0.80 | % | July 1, 2012 | |||||
Multi-Manager Large-Cap |
1.00 | % | July 1, 2012 | |||||
Multi-Manager Mid-Cap |
1.15 | % | July 1, 2012 | |||||
Multi-Manager Small-Cap |
1.25 | % | July 1, 2012 | |||||
Aggressive Asset Allocation |
0.50 | % | July 1, 2012 | |||||
Moderate Asset Allocation |
0.50 | % | July 1, 2012 | |||||
Conservative Asset Allocation |
0.50 | % | July 1, 2012 | |||||
ETF Allocation Fund |
0.70 | % | July 1, 2012 | |||||
Small-Cap Growth Fund |
1.05 | % | July 1, 2012 | |||||
Small-Cap Value Fund |
1.05 | % | July 1, 2012 | |||||
Fundamentally Weighted Large Fund Company |
0.60 | % | July 1, 2012 | |||||
Fundamentally Weighted Small Fund Company |
0.60 | % | July 1, 2012 | |||||
