WT MUTUAL FUND
PROVIDENT DISTRIBUTORS, INC.
DISTRIBUTION AGREEMENT
THIS DISTRIBUTION AGREEMENT is made as of the 1st day of November,
1999, between WT Mutual Fund, a Delaware business trust (the "Fund"), having its
principal place of business in Wilmington, Delaware , and Provident
Distributors, Inc., a corporation organized under the laws of the State of
Delaware (the "Distributor"), having its principal place of business in West
Conshohocken, Pennsylvania.
WHEREAS, the Fund is registered under the Investment Company Act of
1940, as amended (the "1940 Act"), as an open-end management investment company;
WHEREAS, the Fund is authorized to issue an unlimited number of shares
of beneficial interest ("Shares"), par value $0.01 per share, and has registered
certain of those duly authorized and issued Shares under the Securities Act of
1933 (the "1933 Act");
WHEREAS, the Fund is further authorized to issue separate series of
Shares ("Series"), each Series corresponding with a separate and distinct Fund
"Portfolio", each Share representing an undivided interest in the assets,
subject to the liabilities, allocated to a Portfolio, and each Portfolio having
a separate investment objective and separate investment policies;
WHEREAS, each Portfolio may issue one or more separate classes of
shares ("Classes") which may be subject to various front or back-end sales
loads, distribution charges pursuant to Rule 12b-1 under the 1940 Act, or
shareholder service fees, as stipulated in the Portfolio's prospectus;
WHEREAS, the Fund will consist of the Portfolios and Classes listed on
Schedule A to this Agreement, which Schedule A may be amended from time to time;
WHEREAS, the Distributor is engaged in the business of promoting the
distribution of securities of investment companies, is registered as a
broker-dealer under the Securities Exchange Act of 1934 (the "1934 Act"), and is
a member in good standing of the National Association of Securities Dealers,
Inc. (the "NASD");
WHEREAS, the Fund wishes to employ the services of the Distributor,
with such assistance from its affiliates as the latter may provide, for the
purpose of selling and distributing Shares of the respective Classes of the
Portfolios listed on Schedule A to this Agreement, such employment to take
effect as of the date first written above; and
WHEREAS, the Distributor wishes to provide distribution services to the
Fund as set forth below;
NOW, THEREFORE, in consideration of the mutual promises and
undertakings herein contained, the parties agree as follows:
1. SALE OF SHARES. During the term of this Agreement the Fund grants to
the Distributor the right to sell on its behalf Shares of the respective Classes
of the Portfolios listed on Schedule A hereto,
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subject to the registration requirements of the 1933 Act, and of the laws
governing the sale of securities in various states (the "Blue Sky Laws"), under
the terms and conditions set forth herein. In connection therewith, the
Distributor (i) shall have the right to sell, as agent on behalf of the Fund,
Shares authorized for issue and registered under the 1933 Act; and (ii) shall
sell such Shares only in compliance with the terms set forth in the Fund's then
currently effective registration statement, with the Plan of Distribution of the
Fund as may be in effect from time to time for any Portfolio, and with any
limitations as may be imposed from time to time by the Board of Trustees of the
Fund. The Distributor is not obligated to sell any specific number of shares.
2. SELLING DEALER AGREEMENTS. Subject to the supervisory authority of
the Fund's Board of Trustees, the Distributor may enter into selling dealer
agreements with selected dealers and others ("Selling Dealers") for the
provision of distribution services related to the sale of Fund Shares as well as
other shareholder services as may be agreed by the affected parties. In entering
into such selling agreements, the Distributor will act only on its own behalf,
as principal.
3. SALE OF SHARES BY THE FUND. The rights granted to the Distributor
shall be non-exclusive in that the Fund reserves the right to sell its Shares to
investors on applications received and accepted by the Fund. Further, the Fund
reserves the right to issue Shares in connection with (a) the merger or
consolidation of the assets of, or acquisition by the Fund through purchase or
otherwise, with any other investment company, trust or personal holding company;
(b) the payment or reinvestment of dividends or distributions; or (c) any offer
of exchange permitted by Section 11 of the 1940 Act.
4. SHARES COVERED BY THIS AGREEMENT. This Agreement shall apply to all
Shares of the respective Classes of all Portfolios of the Fund listed upon
Schedule A; all such Shares held in the Fund's treasury in the event that (in
the discretion of the Fund) treasury shares shall be sold; and all such Shares
repurchased by the Fund for resale.
5. PUBLIC OFFERING PRICE. Except as otherwise noted in the Fund's
current prospectus (the "Prospectus") or statement of additional information
(the "SAI") with respect to each Portfolio, all Shares sold to investors by the
Distributor or the Fund will be sold at the public offering price without a
sales load. The public offering price for all accepted subscriptions will be the
net asset value per Share, determined in the manner described in the Fund's
current Prospectus or SAI with respect to the applicable Portfolio. The Fund
shall in all cases receive the net asset value per Share on all such sales.
6. SUSPENSION OF SALES. If and whenever the determination of net asset
value is suspended and until such suspension is terminated, no further orders
for Shares shall be processed by the Distributor except such unconditional
orders placed with the Distributor before it had knowledge of the suspension. In
addition, the Fund reserves the right to suspend sales and the Distributor's
authority to process orders for Shares on behalf of the Fund if, in the judgment
of the Fund, it is in the best interests of the Fund to do so. Suspension will
continue for such period as may be determined by the Fund. In addition, the Fund
and Distributor reserve the right to reject any purchase order.
7. SOLICITATION OF SALES. In consideration of these rights granted to
the Distributor, the Distributor agrees to use all reasonable efforts,
consistent with its other business, to secure purchasers for Shares of the Fund.
This shall not prevent the Distributor from entering into like arrangements
(including arrangements involving the payment of underwriting commissions) with
other issuers.
8. AUTHORIZED REPRESENTATIONS. The Distributor is not authorized by the
Fund to give any information or to make any representations other than those
contained in the appropriate registration
<PAGE>
statements, Prospectuses or SAI's filed with the Securities and Exchange
Commission under the 1933 Act and applicable Blue Sky Laws (as those
registration statements, Prospectuses and SAI's may be amended from time to
time), or contained in shareholder reports or other material that may be
prepared by or on behalf of the Fund for the Distributor's use. This shall not
be construed to prevent the Distributor from preparing and distributing, in
compliance with applicable laws and regulations, sales literature or other
material as it may deem appropriate. Distributor will furnish or cause to be
furnished copies of such sales literature or other material to the President of
the Fund or his or her designee and will provide that designee with a reasonable
opportunity to comment on it. Distributor agrees to take appropriate action to
cease using such sales literature or other material to which the Fund reasonably
objects as promptly as practicable after receipt of the objection.
9. REGISTRATION OF SHARES. The Fund agrees that it will take all action
necessary to register shares of beneficial interest of the Fund under the 1933
Act (subject to necessary approval, if any, of its shareholders) so that there
will be available for sale the number of Shares the Distributor may reasonably
be expected to sell. The Fund shall furnish to the Distributor copies of all
information, financial statements and other papers which the Distributor may
reasonably request for use in connection with the distribution of Shares of each
Portfolio of the Fund.
10. REPURCHASE OF SHARES. The Distributor as agent and for the account
of the Fund may repurchase Shares offered for resale to it and redeem such
Shares at their net asset value.
11. EXPENSES, COMPENSATION AND REIMBURSEMENT.
(a) The Fund shall pay all fees and expenses:
(i) in connection with the preparation, setting in type
and filing of any registration statement, Prospectus
and SAI under the 1933 Act, and any amendments
thereto, for the registration of its Shares;
(ii) in connection with the qualification of Shares for
sale in the various states in which the Fund's Board
of Trustees shall determine it advisable to qualify
such shares for sale (including registering the Fund
or Portfolios as a broker or dealer, or any officer
of the Fund as agent or salesperson, in any state);
(iii) of preparing, setting in type, printing and mailing
any report or other communication to shareholders of
the Fund in their capacity as such; and
(iv) of preparing, setting in type, printing and mailing
Prospectuses, SAI's, and any supplements thereto,
sent to existing shareholders.
(b) The Distributor shall pay costs of:
(i) printing and distributing Prospectuses, SAI's and
reports prepared for its use in connection with the
offering of Shares for sale to the public;
(ii) any other literature used in connection with such
offering;
(iii) advertising in connection with such offering
including, but not limited to the following: public
relations services, sales presentations, media
charges,
<PAGE>
preparation, printing and mailing of advertising and
sales literature, data processing necessary to
support a distribution effort, printing and mailing
prospectuses and distribution and shareholder
servicing activities of brokers/dealers and other
financial institutions; and
(iv) filing fees required by regulatory authorities for
sales literature and advertising materials and any
additional out-of-pocket expenses incurred in
connection with these and any other costs of
distribution.
(c) In addition to the services described above, Distributor will
provide services including assistance in the production of
marketing and advertising materials for the sale of Shares of
the Fund and their review for compliance with applicable
regulatory requirements.
(d) In connection with the services to be provided by the
Distributor under this Agreement, the Distributor shall
receive:
(i) from the Fund, in connection with the sale and
distribution of Shares of Classes that are subject to
a Rule 12b-1 Distribution Plan, such payments as
shall be authorized to be paid by the Fund pursuant
to such Distribution Plan; and
(ii) from each Portfolio's sponsor, reimbursement for fees
and expenses incurred by the Distributor in
connection with the sale and distribution of Shares
of Classes that are not subject to a Rule 12b-1
Distribution Plan, without limitation, fees and
expenses detailed in Section 11(b) above.
(e) In connection with the services to be provided by the
Distributor under this Agreement, and payments to be made and
expenses to be incurred by the parties under this Agreement,
the Distributor agrees to provide the Fund's Board of Trustees
such information as may be required to be reviewed by the
Trustees under Rule 12b-1 of the 1940 Act, including such
financial information as may be required in connection with
the adoption, supervision or continuation of any Rule 12b-1
Distribution Plan of the Fund or the adoption of any budget
thereunder.
12. INDEMNIFICATION.
(a) The Fund agrees to indemnify and hold harmless the Distributor
and each of its directors and officers and each person, if
any, who controls the Distributor within the meaning of
Section 15 of the 1933 Act against any loss, liability, claim,
damages or expense (including the reasonable cost of
investigating or defending any alleged loss, liability, claim,
damages, or expense and reasonable counsel fees incurred in
connection therewith) arising by reason of any person
acquiring any shares of beneficial interest of the Fund, based
upon the 1933 Act or any other statute or common law, alleging
any wrongful act of the Fund or any of its employees or
representatives, or based upon the grounds that the
registration statements, Prospectuses, SAI's, shareholder
reports or other information filed or made public by the Fund
(as from time to time amended) included an untrue statement of
a material fact or omitted to state a material fact required
to be stated or necessary in order to make the statements not
misleading. However, the Fund does not agree to indemnify the
Distributor or hold it harmless to the extent that the
statement or omission was made in reliance upon, and in
conformity with, information
<PAGE>
furnished to the Fund in writing by or on behalf of the
Distributor. In no case (i) is the indemnity of the Fund in
favor of the Distributor or any person indemnified to be
deemed to protect the Distributor or any person against any
liability to the Fund or its security holders to which the
Distributor or any person against any liability to the Fund or
its security holders to which the Distributor or such person
would otherwise be subject by reason of willful misfeasance,
bad faith or ordinary negligence in the performance of its
duties or by reason of its reckless disregard of its
obligations and duties under this Agreement, or (ii) is the
Fund to be liable under its indemnity agreement contained in
this Section 12(a) with respect to any claim made against the
Distributor or any person indemnified unless the Distributor
or person, as the case may be, shall have notified the Fund in
writing of the claim within a reasonable time after the
summons or other first written notification giving information
of the nature of the claim shall have been served upon the
Distributor or any such person or after the Distributor or
such person shall have received notice of service on any
designated agent. However, except to the extent the Fund is
harmed thereby, failure to notify the Fund of any claim shall
not relieve the Fund from any liability which it may have to
the Distributor or any person against whom such action is
brought other than on account of its indemnity agreement
contained in this Section 12(a). The Fund shall be entitled to
participate at its own expense in the defense, or, if it so
elects, to assume the defense of any suit brought to enforce
any claims, but if the Fund elects to assume the defense, the
defense shall be conducted by counsel chosen by it and
satisfactory to the Distributor, or person or persons,
defendant or defendants in the suit. In the event the Fund
elects to assume the defense of any suit and retain counsel,
the Distributor, officers or trustees or controlling person(s)
or defendant(s) in the suit, shall bear the fees and expenses
of any additional counsel retained by them. If the Fund does
not elect to assume the defense of any suit, it will reimburse
the Distributor, officers or trustees or controlling person(s)
or defendant(s) in the suit, for the reasonable fees and
expenses of any counsel retained by them. The Fund agrees to
notify the Distributor promptly of the commencement of any
litigation or proceedings against it or any of its officers or
Trustees in connection with the issuance or sale of any of the
Shares.
(b) The Distributor also covenants and agrees that it will
indemnify and hold harmless the Fund and each of its trustees
and officers and each person, if any, who controls the Fund
within the meaning of Section 15 of the 1933 Act, against any
loss, liability, damages, claim or expense (including the
reasonable cost of investigating or defending any alleged
loss, liability, damages, claim or expense and reasonable
counsel fees incurred in connection therewith) arising by
reason of any person acquiring any Shares, based upon the 1933
Act or any other statute or common law, alleging any wrongful
act of the Distributor or any of its employees or
representatives, or alleging that the registration statements,
Prospectuses, SAI's, shareholder reports or other information
filed or made public by the Fund (as from time to time
amended) included an untrue statement of a material fact or
omitted to state a material fact required to be stated or
necessary in order to make the statements not misleading,
insofar as the statement or omission was made in reliance
upon, and in conformity with, information furnished in writing
to the Fund by or on behalf of the Distributor. In no case (i)
is the indemnity of the Distributor in favor of the Fund or
any person indemnified to be deemed to protect the Fund or any
person against any liability to which the Fund or such person
would otherwise be subject by reason of willful misfeasance,
bad faith or gross negligence in the performance of its duties
or by reason of its reckless disregard of its obligations and
duties under this
<PAGE>
Agreement, or (ii) is the Distributor to be liable under its
indemnity agreement contained in this Section 12(b) with
respect to any claim made against the Fund or any person
indemnified unless the Fund or person, as the case may be,
shall have notified the Distributor in writing of the claim
within a reasonable time after the summons or other first
written notification giving information of the nature of the
claim shall have been served upon the Fund or any such person
or after the Fund or such person shall have received notice of
service on any designated agent. However, failure to notify
the Distributor of any claim shall not relieve the Distributor
from any liability which it may have to the Fund or any person
against whom the action is brought other than on account of
its indemnity agreement contained in this Section 12(b). In
the case of any notice to the Distributor, it shall be
entitled to participate, at its own expense, in the defense,
or, if it so elects, to assume the defense of any suit brought
to enforce any claims, but if the Distributor elects to assume
the defense, the defense shall be conducted by counsel chosen
by it and satisfactory to the Fund, to its officers and
trustees and to any controlling person(s) or any defendant(s)
in the suit. In the event the Distributor elects to assume the
defense of any suit and retain counsel, the Fund or
controlling person(s) or any defendant(s) in the suit, shall
bear the fees and expenses of any additional counsel retained
by them. If the Distributor does not elect to assume the
defense of any suit, it will reimburse the Fund, its officers
or Trustees, controlling person(s) or defendant(s) in the
suit, for the reasonable fees and expenses of any counsel
retained by them. The Distributor agrees to notify the Fund
promptly of the commencement of any litigation or proceedings
against it in connection with the issue and sale of any of the
Shares.
13. LIABILITY OF THE DISTRIBUTOR. The Distributor shall not be liable
for any damages or loss suffered by the Fund in connection with the matters to
which this Agreement relates, except for damage or loss resulting from the
willful misfeasance, bad faith or gross negligence on the Distributor's part in
the performance, or reckless disregard, of its duties under this Agreement. Any
person, even though also an officer, partner, employee or agent of the
Distributor, or any of its affiliates, who may be or become an officer of the
Fund, shall be deemed, when rendering services to or acting on any business of
the Fund in any such capacity (other than services or business in connection
with the Distributor'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 the Distributor or
any of its affiliates, even if paid by the Distributor or an affiliate thereof.
14. ACTS OF GOD, ETC. The Distributor shall not be liable for any
delays or errors occurring by reason of circumstances not reasonably foreseeable
and beyond its control, including but not limited to acts of civil or military
authority, national emergencies, work stoppages, fire, flood, catastrophe, acts
of God, insurrection, war, riot or failure of communication or power supply. In
addition, in the event of equipment breakdowns which are (i) beyond the
reasonable control of the Distributor and (ii) not primarily attributable to the
failure of the Distributor to reasonably maintain or provide for the maintenance
of such equipment, the Distributor shall, at no additional expense to the Fund,
take reasonable steps in good faith to minimize service interruptions but shall
have no liability with respect thereto.
15. EFFECTIVENESS, TERMINATION, ETC. This Agreement shall become
effective as of the date first written above, and unless terminated as provided,
shall continue in force for two (2) years from the date of its execution and
thereafter from year to year, provided continuance is approved at least annually
by either (i) the vote of a majority of the trustees of the Fund, or by the vote
of a majority of the outstanding voting securities of the Fund, and (ii) the
vote of a majority of those trustees of the Fund who
<PAGE>
are not interested persons of the Fund and who are not parties to this Agreement
or interested persons of any party, cast in person at a meeting called for the
purpose of voting on the approval. This Agreement shall automatically terminate
in the event of its assignment. As used in this Section 15, the terms "vote of a
majority of the outstanding voting securities," "assignment" and "interested
person" shall have the respective meanings specified in the 1940 Act and the
rules enacted thereunder as not in effect or as hereafter amended. In addition
to termination by failure to approve continuance or by assignment, this
Agreement may at any time be terminated without the payment of any penalty by
note of a majority of the trustees of the Fund who are not interested persons of
the Fund, or by vote of a majority of the outstanding voting securities of the
Fund, on not more than sixty (60) days' written notice to the Fund. This
Agreement may be terminated by the Distributor upon not less than sixty (60)
days' prior written notice to the Fund.
16. AMENDMENT. The Distributor and the Fund shall regularly consult
with each other regarding Distributor's performance of its obligations and its
compensation under the foregoing provisions. In connection therewith, the Fund
shall submit to Distributor at a reasonable time in advance of filing with the
SEC copies of any amended or supplemented registration statement of the Fund
(including exhibits) under the 1933 Act, and the 1940 Act, and, a reasonable
time in advance of their proposed use, copies of any amended or supplemented
forms relating to any plan, program or service offered by the Fund. Any change
in such materials that would require any change in Distributor's obligations
under the foregoing provisions shall be subject to the burdened party's
approval, which shall not be unreasonably withheld. In the event that a change
in such documents or in the procedures contained therein increases the cost or
potential liability to the Distributor in performing its obligations hereunder
by more than an insubstantial amount, Distributor shall be entitled to receive
reasonable compensation therefor.
This Agreement may be amended at any time by mutual consent of the
parties, provided that, except for amendments to Schedule A, such consent of the
party of the Fund shall have been approved (i) by the Trustees of the Fund, or
by a vote of a majority of the outstanding voting securities of the Fund, and
(ii) by vote of a majority of the Trustees of the Fund who are not interested
persons of the Distributor or of the Fund cast in person at a meeting called for
the purpose of voting on such amendment. Schedule A may be amended by agreement
of the Distributor and the President of the Fund.
17. NOTICE. Any notice under this Agreement shall be given in writing
addressed and hand delivered or sent by registered or certified mail, postage
prepared, to the other party to this Agreement at its principal place of
business.
18. 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.
19. 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 (without regard,
however, to laws as to conflicts of law) of the State of Delaware.
20. SHAREHOLDER LIABILITY. Distributor acknowledges that it has
received notice of and accepts the limitations of liability set forth in the
Fund's Agreement and Declaration of Trust. Distributor agrees that the Fund's
obligations hereunder shall be limited to the Fund, and that Distributor shall
have recourse solely against the assets of the Portfolio with respect to which
the Fund's obligations
<PAGE>
hereunder related and shall have no recourse against the assets of any other
Portfolio or against any shareholder, Trustee, officer, employee, or agent of
the Fund.
21. 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.
IN WITNESS WHEREOF, the parties have executed this Agreement as of the
day and year first above written.
WT MUTUAL FUND
By: /S/ ROBERT J. CHRISTIAN, PRESIDENT
----------------------------------
Robert J. Christian, President
PROVIDENT DISTRIBUTORS, INC.
By: /S/ PHILIP H. RINNANDER
-----------------------
Philip H. Rinnander
Acknowledgment as to reimbursement of fees and
expenses incurred by Provident Distributors, Inc.
as Distributor of the Wilmington Portfolios'
Shares as provided herein:
Wilmington Trust Company, as the Wilmington Portfolios' sponsor
By: /S/ WILMINGTON TRUST COMPANY
----------------------------
Date: November 1, 1999
Acknowledgment as to reimbursement of fees and
expenses incurred by Provident Distributors, Inc.
as Distributor of the CRM Funds' Shares as
provided herein:
Cramer Rosenthal McGlynn, LLC, as the CRM Funds' sponsor
By: /S/ CRAMER ROSENTHAL MCGLYNN, LLC
---------------------------------+
Date: November 1, 1999
<PAGE>
Acknowledgment as to reimbursement of fees and
expenses incurred by Provident Distributors, Inc.
as Distributor of the Roxbury Fund's Shares as
provided herein:
Roxbury Capital Management, LLC, as the Roxbury Fund's sponsor
By: /S/ ROXBURY CAPITAL MANAGEMENT, LLC
-----------------------------------
Date: November 1, 1999
<PAGE>
DISTRIBUTION AGREEMENT
SCHEDULE A
WT MUTUAL FUND
PORTFOLIO LISTING
<TABLE>
<CAPTION>
<S> <C>
1. Wilmington Large Cap Value Portfolio - Investor class and Institutional class Shares
2. Wilmington Large Cap Growth Portfolio - Investor class and Institutional class Shares
3. Wilmington Large Cap Core Portfolio - Investor class and Institutional class Shares
4. Wilmington Small Cap Core Portfolio - Investor class and Institutional class Shares
5. Wilmington Small Cap Value Portfolio - Investor class and Institutional class Shares
6. Wilmington Mid Cap Value Portfolio - Investor class and Institutional class Shares
7. Wilmington International Multi-Manager Portfolio - Investor class and Institutional class Shares
8. Wilmington Prime Money Market Portfolio - Investor class and Institutional class Shares
9. Wilmington Premier Money Market Portfolio - Institutional class Shares
10. Wilmington U.S. Government Portfolio - Investor class and Institutional class Shares
11. Wilmington Tax-Exempt Portfolio - Investor class and Institutional class Shares
12. Wilmington Intermediate Bond Portfolio - Investor class and Institutional class Shares
13. Wilmington Short/Intermediate Bond Portfolio - Investor class and Institutional class Shares
14. Wilmington Municipal Bond Portfolio - Investor class and Institutional class Shares
15. CRM Large Cap Value Fund - Investor class and Institutional class Shares
16. CRM Small Cap Value Fund - Investor class and Institutional class Shares
17. CRM Mid Cap Value Fund - Investor class and Institutional class Shares
18. CRM Prime Money Market Fund - Investor class and Institutional class Shares
19. CRM Tax-Exempt Fund - Investor class and Institutional class Shares
20. CRM Intermediate Bond Fund - Investor class and Institutional class Shares
21. CRM Municipal Bond Fund - Investor class and Institutional class Shares
22. Roxbury Large Cap Growth Fund - Class A, Class B, Class C and Class D Shares
</TABLE>
