EXHIBIT 23(D)(XVII)
EXECUTION COPY
EXPENSE LIMITATION AGREEMENT
This agreement ("Agreement") is entered into as of November 1, 2005 by
and between ▇▇▇▇▇▇ 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, 2002 (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 taxes, extraordinary
expenses, brokerage commissions, interest and class-specific expenses (such as
Rule 12b-1 fees and sub-transfer agency expenses)], expressed as a 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. 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/ ▇▇▇▇ ▇. ▇▇▇▇▇▇
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By: ▇▇▇▇ ▇. ▇▇▇▇▇▇
Title: Vice President
▇▇▇▇▇▇ SQUARE MANAGEMENT CORPORATION
/s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇
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By: ▇▇▇▇ ▇. ▇▇▇▇▇▇
Title: Vice President
EXHIBIT A
TO THE EXPENSE LIMITATION AGREEMENT
DATED NOVEMBER 1, 2005
AS AMENDED MARCH 9, 2006
EXPENSE
FUND CAP TERMINATION DATE
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Short-Term Bond Fund 0.65% November 1, 2008
Large-Cap Core 0.80% November 1, 2008
Multi-Manager Large-Cap 1.00% November 1, 2008
Multi-Manager Mid-Cap 1.15% November 1, 2008
Multi-Manager Small-Cap 1.25% November 1, 2008
Aggressive Asset Allocation 0.50% January 1, 2009
Moderate Asset Allocation 0.50% January 1, 2009
Conservative Asset Allocation 0.50% January 1, 2009
ETF Allocation Fund 0.70% January 1, 2009
Mid-Cap Core Fund 1.00% January 1, 2009
Small-Cap Growth Fund 1.05% January 1, 2009
Small Cap Value Fund 1.05% January 1, 2009
Tax- Managed Cap-Free 0.70% January 1, 2009