0000893220-08-000980 Sample Contracts

FORM OF AGREEMENT AND PLAN OF REORGANIZATION

Reorganization Agreement • April 1st, 2008 • Wt Mutual Fund • Delaware

• Contract Type
  Reorganization Agreement
• Filed
  April 1st, 2008
• Company
  Wt Mutual Fund
• Jurisdiction
  Delaware

This Agreement and Plan of Reorganization (this “Agreement”) is made as of this , 2008, by and between WT Mutual Fund, a Delaware statutory trust (the “Trust”), on behalf of its Wilmington Large-Cap Core Fund (the “Large-Cap Core Fund”), and the Trust on behalf of its Wilmington Multi-Manager Large-Cap Fund (the “Multi-Manager Fund”).

SUB-ADVISORY AGREEMENT MONTAG & CALDWELL, INC.

Sub-Advisory Agreement • April 1st, 2008 • Wt Mutual Fund • Delaware

• Contract Type
  Sub-Advisory Agreement
• Filed
  April 1st, 2008
• Company
  Wt Mutual Fund
• Jurisdiction
  Delaware

EXPENSE LIMITATION AGREEMENT

Expense Limitation Agreement • April 1st, 2008 • Wt Mutual Fund • Delaware

• Contract Type
  Expense Limitation Agreement
• Filed
  April 1st, 2008
• Company
  Wt Mutual Fund
• Jurisdiction
  Delaware

This agreement (“Agreement”) is entered into as of November 1, 2007 by and between Rodney Square Management Corporation (“RSMC”) and WT Mutual Fund (the “Trust”), on behalf of the funds listed on Exhibit A attached hereto (the “Funds”).