EXHIBIT 22(h)(viii)
WT MUTUAL FUND
COMPLIANCE, SUPPORT AND RECORDKEEPING SERVICES AGREEMENT
THIS COMPLIANCE SUPPORT AND RECORDKEEPING SERVICES AGREEMENT (this
"Agreement") is made the 1st day of October, 2004, by and between WT Mutual
Fund, a Delaware business trust ("Fund"), and ▇▇▇▇▇▇ Square Management
Corporation ("RSMC"), a Delaware corporation, and a wholly owned subsidiary of
Wilmington Trust Corporation.
WHEREAS, the Fund is registered under the Investment Company Act of
1940, as amended (the "1940 Act"), as an open-end management investment company
with multiple investment portfolios as listed on Schedule A attached hereto, as
may be amended from time to time (each a "Portfolio"), and which has engaged
multiple investment advisers and sub-advisers to provide investment advisory
services to the Portfolios; and
WHEREAS, RSMC is a registered investment adviser pursuant to the
Investment Advisers Act of 1940, as amended, and the rules and regulations
promulgated there under (the "Advisers Act"), and acts as an investment adviser
to certain Portfolios of the Fund pursuant to a written investment advisory
agreement dated November 1, 1999; and
WHEREAS, the Fund must designate, pursuant to Rule 38a-1 under the
1940 Act, one individual to be responsible for administering the Fund's
compliance policies and procedures, and that such person may be employed by
RSMC; and
WHEREAS, the Fund is required under Rule 31a-2(a)(6) under the 1940
Act to preserve documents and other written information considered by the Board
of Trustees of the Fund (the "Board") in connection with its approval or renewal
of investment advisory agreements; and
WHEREAS, the Fund wishes, in light of the foregoing, to engage RSMC
to provide certain compliance, support and recordkeeping services to the
Portfolios, separate from its advisory services, and RSMC wishes to furnish such
services;
NOW, THEREFORE, in consideration of the premises and mutual
covenants contained herein, and intending to be legally bound hereby, the Fund
and RSMC agree as follows:
I. Engagement.
A. The Fund hereby engages RSMC to perform the services, including
recordkeeping, described in this Agreement for the Fund.
B. RSMC hereby accepts such engagement by the Fund, and will furnish the
services and discharge the duties set forth in this Agreement upon the terms and
conditions hereinafter set forth.
C. RSMC shall for all purposes herein provided be deemed to be an
independent contractor and, except as expressly provided or authorized herein,
shall have no authority to act for or represent the Fund or its Portfolios in
any way or otherwise be deemed an agent of the Fund or its Portfolios.
II. Services. RSMC SHALL:
A. Employ an individual suitable to the Board to fulfill the role of Chief
Compliance Officer of the Fund, as such title is used in Rule 38a-1 under the
1940 Act; and make available such other appropriate individuals employed by RSMC
or its affiliates to serve as officers of the Fund, if requested and elected by
the Board.
B. Provide:
1. Non-investment related statistical and research data as may
be requested by the Board, including those Trustees of the Fund who are not
"interested persons" of the Fund (as such term is defined in the 1940 Act)
(hereinafter the "Independent Trustees");
2. Executive and administrative services to support the
Independent Trustees, including the Independent Trustee serving as the Chairman
of the Board (the "Independent Chair," at such time as the Fund must have an
Independent Chair in order to rely on certain exemptive rules under the ▇▇▇▇
▇▇▇) , in order to carry out their duties, as contemplated in Rule 0-1(7) under
the 1940 Act; and
3. The recordkeeping services described below in Section 3.
C. Furnish support for the Fund's Secretary in the performance of any or
all of his or her duties as the same may be assigned or modified, from time to
time, by the Board, Independent Chair or President of the Fund. As of the date
of this Agreement, such duties include the following:
1. Assisting in the preparation and coordination of all annual
calendars, periodic notices, agendas, minutes, reports and other materials
necessary for the timely and efficient conduct of the meetings of the Board and
shareholders of the Fund;
2. Assisting in the preparation and coordination of the
filing, printing and distribution, as necessary, of preliminary and definitive
proxy solicitation materials, annual and semi-annual reports to shareholders,
post-effective amendments to the Fund's
registration statement, including mailing of trustees and officers
questionnaires, and such other regulatory filings as required under the 1940
Act;
3. Arranging for and coordinating fulfillment with the Fund's
financial printer or person responsible for fulfillment of the Portfolios'
prospectuses as required to meet demand;
4. Arranging for and securing, timely and compliant renewal
and maintenance of all required fidelity bonds and, as instructed, other
insurance policies for the protection of the Fund, its officers and/or Board;
5. Aiding the Fund's President in preparing letters or other
correspondence to be included in reports or other communications with Fund
shareholders;
6. Serving as principal point of contact, on behalf of the
Fund, with the Fund's distributor regarding the retention of specific dealers,
and the advance review and approval of the use of specific advertising and sales
literature by the distributor for the purpose of selling the Fund's shares; and
7. Serving as principal point of contact, on behalf of the
Fund, with the Fund's other service providers, including but not limited to, the
investment advisers (not including sub-advisers) administration and accounting
services agent, transfer agent, distributor, custodian(s), auditor(s) and legal
counsel.
III. Recordkeeping and Other Information.
A. RSMC shall create, maintain and preserve all necessary records in
accordance with all applicable laws, rules and regulations, including, but not
limited to, records required by Sections 17(g), 17(j) and 31(a) of the 1940 Act
and the rules thereunder, as the same may be amended from time to time,
pertaining to the various functions (described above) to be provided by it and
not otherwise created and maintained by another party pursuant to contract with
the Fund, provided that RSMC may preserve certain records which are maintained
by another party as is prudent or advisable in connection with a program for
disaster recovery, or at the direction of the Board.
B. All such records shall be the property of the Fund at all times and
shall be available for inspection and use by the Fund. Copies of such records
shall be furnished to the Fund or its authorized representatives at and upon the
Fund's request and expense. Where applicable, such records shall be maintained
and preserved by RSMC for the periods and in the places required by Rules 17j-1
and 31a-2 under the 1940 Act.
C. In furtherance, and not in limitation, of the foregoing, RSMC shall
also preserve all original Fund governance related documents, including, but not
limited to, the Declaration of Trust, By-laws, Committee Charters; all Board and
Committee notices, agendas, minutes and written consents as well as all notices,
agendas and minutes of meetings of shareholders; all original agreements and
contracts entered into by the Fund; and any documents or other written
information considered by the Trustees pursuant to
Section 15(c) of the 1940 Act in approving the terms or renewal of a contract or
agreement between the Fund and investment advisers, including sub-advisers.
IV. Audit, Inspection and Visitation. RSMC shall make available during regular
business hours all records and other data created, maintained and preserved
pursuant to the foregoing provisions of this Agreement for reasonable audit and
inspection by the Fund, any person retained by the Fund, or any regulatory
agency having authority over the Fund.
V. Compensation. As compensation for services rendered by RSMC during the
term of this Agreement, the Fund, on behalf of each Portfolio, will pay to RSMC
a fee or fees as calculated and paid by the Fund in accordance with the attached
Schedule A.
VI. Liability of RSMC or Affiliates. RSMC and its affiliates and agents shall
not be liable for any error of judgment or mistake of law or for any loss
suffered by the Fund in connection with the matters to which this Agreement
relates, except to the extent of a loss resulting from willful misfeasance, bad
faith or gross negligence on their part in the performance of their obligations
and duties under this Agreement. Any person, even though also an officer,
partner, employee or agent of RSMC, or any of its affiliates or agents, who may
be or become an officer of the Fund, shall be deemed, when rendering services to
the Fund as such officer or acting on any business of the Fund as such officer
(other than services or business in connection with RSMC's duties under this
Agreement), to be rendering such services to or acting solely for the Fund and
not as an officer, partner, employee or agent or one under the control or
direction of RSMC or any of its affiliates or agents, even though paid by one of
those entities.
VII. Amendment, Duration, Termination etc.
A. Except as provided herein, the provisions of this Agreement may not be
changed, waived, discharged or terminated orally, but only by written instrument
that shall make specific reference to this Agreement and that shall be signed by
the party against which enforcement of such change, waiver, discharge or
termination is sought.
B. The provisions of this Agreement shall become effective at the open of
business on date first written above and shall continue until the close of
business on November 18, 2004; provided, however, that the foregoing provisions
of this Agreement may be terminated immediately at any time for cause either by
the Fund or by RSMC in the event that such cause shall have remained unremedied
for a reasonable period of time considering the term of this Agreement (the
"Cure Period") where such Cure Period is set forth in a written notice which
also sets forth with specificity such cause. Any such termination shall not
affect the rights and obligations of the parties under Section 6 hereof.
C. In the even that the Fund designates a successor to any of RSMC's
obligations hereunder, RSMC shall, at the expense and direction of the Fund,
transfer to such successor all relevant books, records and other data created,
maintained or preserved by RSMC under the foregoing provisions.
VIII. Assignment; Binding Effect. This Agreement may not be assigned by either
of the parties hereto without the prior written consent of the other party
hereto. This Agreement shall be binding upon the inure to the benefit of the
parties hereto and their permitted successors and assigns.
IX. Entire Agreement. This Agreement constitutes the entire agreement between
the parties with regard to services to be provided by RSMC to the Fund hereunder
and supersedes all prior agreements or understandings between the Fund, RSMC or
their agents with regard to such services.
X. 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.
XI. 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.
XII. 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 local laws of the State of Delaware.
XIII. Miscellaneous. Each party agrees to perform such further acts and execute
such further documents as are necessary to effectuate the purposes hereof. The
captions in this Agreement are included for convenience of reference only and in
no way define or delimit any of the provisions hereof or otherwise affect their
construction or effect. This Agreement may be executed in two counterparts, each
of which taken together shall constitute one and the same instrument.
[Signature Page Follows.]
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
By: /s/ ▇▇▇▇ ▇. ▇▇▇▇▇
---------------------------
Name: ▇▇▇▇ ▇. ▇▇▇▇▇
Title: Vice President and Chief Financial
Officer
▇▇▇▇▇▇ SQUARE MANAGEMENT
CORPORATION
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
---------------------------
Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
▇▇▇▇▇: President
SCHEDULE A
FEE SCHEDULE
For the compliance, support and recordkeeping services provided to
the Fund on behalf of each Portfolio of the Fund pursuant to the attached
Agreement, the Fund shall pay RSMC:
a. An annual fee calculated on the average daily net asset
value of each Portfolio at the rate determined as follows:
ANNUAL FEE AS A % OF
PORTFOLIO AVERAGE DAILY NET ASSETS
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WILMINGTON PREMIER MONEY MARKET PORTFOLIO .006% of the Portfolio's average daily net assets.
▇▇▇▇▇▇▇▇▇ PREMIER MONEY MARKET PORTFOLIO .006% of the Portfolio's average daily net assets.
WILMINGTON PRIME MONEY MARKET PORTFOLIO .006% of the Portfolio's average daily net assets.
WILMINGTON U.S. GOVERNMENT PORTFOLIO .006% of the Portfolio's average daily net assets.
WILMINGTON TAX - EXEMPT PORTFOLIO .006% of the Portfolio's average daily net assets.
WILMINGTON SHORT/INTERMEDIATE PORTFOLIO .006% of the Portfolio's average daily net assets.
WILMINGTON BROAD MARKET BOND PORTFOLIO .006% of the Portfolio's average daily net assets.
WILMINGTON MUNICIPAL BOND PORTFOLIO .006% of the Portfolio's average daily net assets.
WILMINGTON SHORT-TERM INCOME PORTFOLIO .006% of the Portfolio's average daily net assets.
WILMINGTON LARGE CAP CORE PORTFOLIO .006% of the Portfolio's average daily net assets.
ROXBURY LARGE CAP GROWTH FUND .006% of the Portfolio's average daily net assets.
WILMINGTON LARGE CAP VALUE PORTFOLIO .006% of the Portfolio's average daily net assets.
CRM LARGE CAP VALUE FUND .006% of the Portfolio's average daily net assets.
WILMINGTON MID CAP GROWTH PORTFOLIO .006% of the Portfolio's average daily net assets.
ROXBURY MID CAP FUND .006% of the Portfolio's average daily net assets.
WILMINGTON MID CAP VALUE PORTFOLIO .006% of the Portfolio's average daily net assets.
CRM MID CAP VALUE FUND .006% of the Portfolio's average daily net assets.
CRM SMALL/MID CAP VALUE FUND .006% of the Portfolio's average daily net assets.
WILMINGTON SMALL CAP CORE PORTFOLIO .006% of the Portfolio's average daily net assets.
ROXBURY SMALL CAP GROWTH FUND .006% of the Portfolio's average daily net assets.
WILMINGTON SMALL CAP VALUE PORTFOLIO .006% of the Portfolio's average daily net assets.
CRM SMALL CAP VALUE FUND .006% of the Portfolio's average daily net assets.
WILMINGTON INTERNATIONAL MULTI-MANAGER PORTFOLIO .006% of the Portfolio's average daily net assets.
WILMINGTON REAL ESTATE PORTFOLIO .006% of the Portfolio's average daily net assets.
WILMINGTON LARGE CAP STRATEGIC ALLOCATION FUND .006% of the Portfolio's average daily net assets.
WILMINGTON MID CAP STRATEGIC ALLOCATION FUND .006% of the Portfolio's average daily net assets.
WILMINGTON SMALL CAP STRATEGIC ALLOCATION FUND .006% of the Portfolio's average daily net assets.
The fee shall be calculated and paid monthly in arrears.
b. A fixed annual fee equal to one-half of three-fourths
(i.e., three-eighths) of the annual total compensation package of the Chief
Compliance Officer of the Fund, as such annual total compensation package is
approved by the Board pursuant to its obligation under Rule 38a-1.
Dated: October 1, 2004