FORM OF INTERIM SUB-ADVISORY AGREEMENT MONTAG & CALDWELL, INC.Sub-Advisory Agreement • October 20th, 2008 • Wt Mutual Fund • Delaware
October 20, 2008 Wilmington Multi-Manager Large-Cap Fund WT Mutual Fund 1100 North Market Street Wilmington, DE 19890 Wilmington Fundamentally Weighted Large Company Fund WT Mutual Fund 1100 North Market Street Wilmington, DE 19890 Ladies and Gentlemen:Agreement and Plan of Reorganization • October 20th, 2008 • Wt Mutual Fund
Pursuant to the Agreement and Plan of Reorganization, dated as of September 5, 2008 (the “Agreement”), by and between WT Mutual Fund, a Delaware statutory trust (the “Trust”), on behalf of its Wilmington Multi-Manager Large-Cap Fund (“Large-Cap Fund”), a separate series of the Trust, and the Trust on behalf of its Wilmington Fundamentally Weighted Large Company Fund (“FWLC Fund,” and together with the Large-Cap Fund, the “Funds”), a separate series of the Trust, FWLC Fund will transfer all of its assets to Large-Cap Fund in exchange solely for voting shares of Large-Cap Fund (the “Shares”) and the assumption of all of the liabilities of FWLC Fund by Large-Cap Fund, immediately after which FWLC Fund will distribute the Shares to its shareholders (the “FWLC Shareholders”) in complete liquidation and termination of FWLC Fund (these transactions together, the “Reorganization”).
October 20, 2008 Wilmington Multi-Manager Small-Cap Fund WT Mutual Fund 1100 North Market Street Wilmington, DE 19890 Wilmington Fundamentally Weighted Small Company Fund WT Mutual Fund 1100 North Market Street Wilmington, DE 19890 Ladies and Gentlemen:Agreement and Plan of Reorganization • October 20th, 2008 • Wt Mutual Fund
Pursuant to the Agreement and Plan of Reorganization, dated as of September 5, 2008 (the “Agreement”), by and between WT Mutual Fund, a Delaware statutory trust (the “Trust”), on behalf of its Wilmington Multi-Manager Small-Cap Fund (“Small-Cap Fund”), a separate series of the Trust, and the Trust on behalf of its Wilmington Fundamentally Weighted Small Company Fund (“FWSC Fund,” and together with the Small-Cap Fund, the “Funds”), a separate series of the Trust, FWSC Fund will transfer all of its assets to Small-Cap Fund in exchange solely for voting shares of Small-Cap Fund (the “Shares”) and the assumption of all of the liabilities of FWSC Fund by Small-Cap Fund, immediately after which FWSC Fund will distribute the Shares to its shareholders (the “FWSC Shareholders”) in complete liquidation and termination of FWSC Fund (these transactions together, the “Reorganization”).
AGREEMENT AND PLAN OF REORGANIZATIONAgreement and Plan of Reorganization • October 20th, 2008 • Wt Mutual Fund • Delaware
This Agreement and Plan of Reorganization (this “Agreement”) is made as of this 5th day of September 2008, by and between WT Mutual Fund, a Delaware statutory trust (the “Trust”), on behalf of its Wilmington Fundamentally Weighted Small Company Fund (the “FWSC Fund”), and the Trust on behalf of its Wilmington Multi-Manager Small-Cap Fund (the “Small-Cap Fund”).
AGREEMENT AND PLAN OF REORGANIZATIONAgreement and Plan of Reorganization • October 20th, 2008 • Wt Mutual Fund • Delaware
This Agreement and Plan of Reorganization (this “Agreement”) is made as of this 5th day of September 2008, by and between WT Mutual Fund, a Delaware statutory trust (the “Trust”), on behalf of its Wilmington Fundamentally Weighted Large Company Fund (the “FWLC Fund”), and the Trust on behalf of its Wilmington Multi-Manager Large-Cap Fund (the “Large-Cap Fund”).
