0001193125-12-372114 Sample Contracts

ASSIGNMENT OF SUBADVISORY AGREEMENT
Assignment of Subadvisory Agreement • August 28th, 2012 • Wilmington Funds

Amendment No. 1 to Subadvisory Agreement, dated as of March 12, 2012 (this “Assignment”), among the Wilmington Funds, a Delaware statutory trust (formerly the MTB Group of Funds and herein, the “Trust”), Wilmington Funds Management Corporation (“Adviser”), Wilmington Trust Investment Advisors, Inc. (formerly known as MTB Investment Advisors, Inc. and herein, “WTIA”), and NWQ Investment Management Company, LLC (“Subadviser”).

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SUBADVISORY AGREEMENT
Subadvisory Agreement • August 28th, 2012 • Wilmington Funds • New York

This Subadvisory Agreement (“Agreement”) is entered into as of November 13, 2007, by and among the MTB Group of Funds, a Delaware statutory trust (the “Trust”), MTB Investment Advisors, Inc., a Maryland corporation (the “Adviser”), and NWQ Investment Management Company, LLC (the “Subadviser”).

SUB-ADVISORY AGREEMENT AMONG MTB GROUP OF FUNDS RODNEY SQUARE MANAGEMENT CORPORATION AND ROCK MAPLE SERVICES, LLC
Sub-Advisory Agreement • August 28th, 2012 • Wilmington Funds • Delaware

THIS SUB-ADVISORY AGREEMENT is made as of the 10th day of Jan. 2012, among MTB Group of Funds, a Delaware statutory trust (the “Trust”), Rodney Square Management Corporation (the “Adviser”), a corporation organized under the laws of the state of Delaware, and Rock Maple Services, LLC, a limited liability company organized under the laws of the state of Delaware (“Rock Maple”);

WILMINGTON FUNDS INVESTMENT ADVISORY CONTRACT
Investment Advisory Contract • August 28th, 2012 • Wilmington Funds • Delaware

This Contract made this 12th day of March, 2012, by and between Wilmington Funds, a Delaware statutory trust (hereinafter called the “Trust”), and Wilmington Funds Management Corporation, a corporation organized under the laws of the state of Delaware (hereinafter called the “Adviser”).

AMENDMENT NO. 1 TO THE FUND ADMINISTRATION AND ACCOUNTING AGREEMENT
The Fund Administration and Accounting Agreement • August 28th, 2012 • Wilmington Funds • New York

This amendment dated as of March 12, 2012 (the “Amendment”), is entered into by and between each of the funds listed on the Amended and Restated Exhibit A attached hereto (each a “Fund,” and collectively, the “Funds”), and The Bank of New York Mellon (f/k/a The Bank of New York) (“BNYM”).

AMENDMENT NO. 1 TO THE CUSTODY AGREEMENT
The Custody Agreement • August 28th, 2012 • Wilmington Funds • New York

This amendment dated as of March 12, 2012 (the “Amendment”), is entered into by and between each of the funds listed on the Amended and Restated Schedule II attached hereto (each a “Fund,” and collectively, the “Funds”), and The Bank of New York Mellon (f/k/a The Bank of New York) (“BNYM”).

DISTRIBUTION AGREEMENT
Distribution Agreement • August 28th, 2012 • Wilmington Funds • New York

AGREEMENT dated as of Nov 1 2011, between MTB Group of Funds (the “Fund”), an open-end, management investment company organized as a Trust under the laws of the State of Delaware, having its principal place of business at 100 E. Pratt Street 17th Floor, Baltimore, Maryland 21202 and ALPS Distributors, Inc., a Colorado corporation and a registered broker-dealer under the Securities Exchange Act of 1934 and registered broker-dealer and member of the Financial Industry Regulatory Authority (“FINRA”), having its principal place of business at 1290 Broadway, Suite 1100, Denver, Colorado 80203 (the “Distributor”).

Amendment to Distribution Agreement
Amendment to Distribution Agreement • August 28th, 2012 • Wilmington Funds

This Amendment to the Distribution Agreement (this “Amendment”), dated May 1, 2012, between MTB Group of Funds, organized as a Trust under the laws of the State of Delaware (the “Fund”) and ALPS Distributor, Inc., a Colorado corporation (“Distributor”). Reference if made hereby to that certain Distribution Agreement dated November 1, 2011 (the “Distribution Agreement”), between MTB Group of Funds (the “Fund”) and ALPS Distributors, Inc. (the “Distributor”)

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