WILMINGTON FUNDS

FEE ALLOCATION LETTER

August 21, 2014

	WFMC Contractual Rate of Advisory Fee (bps):		Portion of WFMC Advisory Fee allocated to WTIA:			Contractual Rate of Subadvisory Fee (bps):
Prime Money Market Fund		40.00		0	%	N/A
U.S. Government Money Market Fund		40.00		0	%	N/A
U.S. Treasury Money Market Fund		40.00		0	%	N/A
Tax-Exempt Money Market Fund		40.00		0	%	N/A
Broad Market Bond Fund		50.00		80	%	N/A
Intermediate-Term Bond Fund		50.00		20	%	N/A
Short-Term Corporate Bond Fund		50.00		80	%	N/A
Short Duration Government Bond Fund		50.00		80	%	N/A
Municipal Bond Fund		50.00		0	%	N/A
Maryland Municipal Bond Fund		50.00		0	%	N/A
New York Municipal Bond Fund		50.00		0	%	N/A
Large-Cap Strategy Fund		50.00		0	%	N/A
Mid-Cap Growth Fund		85.00		100	%	N/A
Small-Cap Strategy Fund		55.00		0	%	N/A
Small-Cap Growth Fund		85.00		0	%	N/A
Strategic Allocation Aggressive Fund		50.00		80	%	N/A
Strategic Allocation Moderate Fund		50.00		80	%	N/A

Strategic Allocation Conservative Fund	50.00	80%	N/A
Multi-Manager International Fund	50.00	80%	All subadvisory fees are paid directly by the Fund. Dimensional Fund Advisors L.P. (“Dimensional”) manages approximately 10% of the Fund’s total net assets. Dimensional’s fee is 45 bps on the first $50 million and 30 bps on assets in excess of $50 million of the average daily net assets allocated for its management. J O Hambro Capital Management Limited (“JOHCM”) manages approximately 20% of the Fund’s total net assets. JOHCM’s fee is 70 bps on the average daily net assets allocated for its management. LSV Asset Management (“LSV”) manages approximately 9% of the Fund’s total net assets. LSV’s fee is 49 bps on the average daily net assets allocated for its management. Northern Cross LLC (“Northern”) manages approximately 25% of the Fund’s total net assets. Northern’s fee is 55 bps on the first $1 billion and 50 bps on assets in excess of $1 billion of the average daily net assets allocated for its management. Oberweis Asset Management, Inc. (“Oberweis”) manages approximately 9% of the Fund’s total net assets. Oberweis’ fee is 100 bps on the first $50 million, 90 bps on the next $50 million, and 80 bps on assets in excess of $100 million of the average daily net assets allocated for its management. Parametric Portfolio Associates LLC (“Parametric”) manages two accounts for the Fund. The emerging markets account represents approximately 14% of the total net assets, and the developed markets account represents approximately 11% of the Fund’s

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			total net assets. Parametric’s fee for the emerging markets account is 80 bps on the first $100 million and 75 bps on assets in excess of $100 million of the average daily net assets allocated to the account. Parametric’s fee for the developed market account is 27.5 bps on the first $50 million and 20 bps on assets in excess of $50 million of the average daily net assets allocated to the account.
Multi-Manager Real Asset Fund * excludes any assets allocated to WFMC’s Inflation-Protected Debt Securities (“TIPS”) Strategy or the Enhanced Cash Strategy. Currently there are no assets allocated to the TIPS Strategy, and 2% of net assets are allocated to the Enhanced Cash Strategy. WFMC’s fee for the TIPS Strategy is 57 bps on the first $25 million, 54 bps on the next $25 million, and 52 bps on assets in excess of $50 million of the average net assets allocated to the strategy. WFMC’s fee for the Enhanced Cash Strategy is 58 bps on the average net assets allocated to the strategy.	50.00*	80%	All subadvisory fees are paid directly by the Fund. CBRE Clarion Securities LLC (“CBRE”) manages approximately 15% of the Fund’s total net assets. CBRE’s fee is 65 bps on the first $50 million, 55 bps on the next $50 million, and 45 bps on assets in excess of $100 million of the average daily net assets allocated for its management. Pacific Investment Management Company, LLC (“PIMCO”) manages approximately 39% of the Fund’s total net assets. PIMCO’s fee is 28.75 bps on the average daily net assets allocated for its management.

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Multi-Manager Alternatives Fund 100.00 80% All subadvisory fees are paid directly by the Fund.   Acuity Capital Management LLC (“Acuity”) manages approximately 20% of the Fund’s total net assets. Acuity’s fee is 100 bps on the average daily net assets allocated for its management.   Calypso Capital Management LP (“Calypso”) manages approximately 23% of the Fund’s total net assets. Calypso’s fee is 100 bps on the average daily net assets allocated for its management.   Loeb King Capital Management (“Loeb King”) manages approximately 23% of the Fund’s total net assets. Loeb King’s fee is 105 bps on the first $100 million and 100 bps on assets in excess of $100 million of the average daily net assets allocated for its management.   Parametric Risk Advisers (“Parametric”) manages approximately 12% of the Fund’s total net assets. Parametric’s fee is 90 bps on the average daily net assets allocated for its management.   P/E Global LLC (“PE Global”) manages approximately 12% of the Fund’s total net assets. PE Global’s fee is 100 bps on the average daily net assets allocated for its management.

Contractual Rate of Administrative Fee:

Co-Administration fee for all Wilmington Funds is based on the Average Aggregate Daily Net Assets of the Trust as follows:

- 4.0 bps on first $5 billion

- 3.0 bps on next $2 billion

- 2.5 bps on next $3 billion

- 1.8 bps on assets in excess of $10 billion

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