SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(A)
OF THE SECURITIES EXCHANGE ACT OF 1934
Filed by the Registrant X
Filed by a Party other than the Registrant
Check the appropriate box:
Preliminary Proxy Statement
Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)
X Definitive Proxy Statement
Definitive Additional Materials
Soliciting Material Pursuant to ss.240-14a-11(c) or ss.240-14a-12
THE RODNEY SQUARE FUND
THE RODNEY SQUARE TAX-EXEMPT FUND
THE RODNEY SQUARE STRATEGIC FIXED-INCOME FUND
THE RODNEY SQUARE STRATEGIC EQUITY FUND
(Name of Registrant as Specified in its Charter)
THE RODNEY SQUARE FUND
THE RODNEY SQUARE TAX-EXEMPT FUND
THE RODNEY SQUARE STRATEGIC FIXED-INCOME FUND
THE RODNEY SQUARE STRATEGIC EQUITY FUND
(Name of Person(s) Filing Proxy Statement)
Payment of Filing Fee (Check the appropriate box):
X No fee required.
Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11
1) Title of each class of securities to which
transaction applies:
2) Aggregate number of securities to which transaction applies:
3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (set forth the amount on which the
filing fee is calculated and state how it was determined):
4) Proposed maximum aggregate value of transaction:
5) Total fee paid:
Fee paid previously with preliminary materials.
Check box if any part of the fee is offset as provided by Exchange
Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee
was paid previously. Identify the previous filing by registration statement
number, or the Form or Schedule and the date of its filing.
1) Amount Previously Paid:
2) Form, Schedule or Registration Statement No.:
3) Filing Party:
4) Date Filed:
<PAGE>
THE RODNEY SQUARE FUND
THE RODNEY SQUARE TAX-EXEMPT FUND
THE RODNEY SQUARE STRATEGIC FIXED-INCOME FUND
THE RODNEY SQUARE STRATEGIC EQUITY FUND
RODNEY SQUARE NORTH
1100 NORTH MARKET STREET
WILMINGTON, DELAWARE 19890
---------------------------
NOTICE OF SPECIAL MEETINGS OF SHAREHOLDERS
TO BE HELD ON
OCTOBER 22, 1999
---------------------------
To the Shareholders:
Special meetings of the shareholders (the "Meetings") of U.S.
Government Portfolio, Money Market Portfolio, Rodney Square Tax-Exempt Fund,
Intermediate Bond Portfolio, Municipal Bond Portfolio, Small Cap Equity
Portfolio and International Equity Portfolio (each an "RS Portfolio" and
collectively, the "RS Portfolios"), will be held on October 22, 1999 at 9 a.m.
eastern time at the offices of PFPC Inc., 400 Bellevue Parkway, Wilmington,
Delaware 19809 for the following purposes:
1. FOR EACH RS PORTFOLIO: To approve an Agreement and Plan of
Reorganization (the "Plan") for each RS Portfolio providing for the
transfer of the Portfolio's assets to a newly-created portfolio of WT
Mutual Fund (a "WT Portfolio") in exchange for shares of equal value of
the WT Portfolio, followed by the distribution of such shares to the RS
Portfolio shareholders and the dissolution of the RS Portfolio, as
described in the accompanying Proxy Statement.
BY APPROVING THE PLAN FOR YOUR RS PORTFOLIO, YOU WOULD BE AUTHORIZING
FUNDAMENTAL INVESTMENT POLICIES PERMITTING YOUR REORGANIZED FUND TO
INVEST ALL OF ITS ASSETS IN A CORRESPONDING MASTER SERIES OF WT
INVESTMENT TRUST I (THE "MASTER SERIES") WITH THE SAME INVESTMENT
OBJECTIVE, AND SIMILAR PRINCIPAL INVESTMENT STRATEGIES AND INVESTMENT
RISKS, AS YOUR CURRENT RS PORTFOLIO.
2. To transact such other business as may properly come before the
Meetings.
Shareholders of record at the close of business on August 24, 1999 are entitled
to vote at the Meetings or any adjournment thereof.
By Order of the Board of Trustees
Gary M. Gardner, Secretary
September 20, 1999
Wilmington, Delaware
- --------------------------------------------------------------------------------
IMPORTANT
WHETHER OR NOT YOU PLAN TO ATTEND THE MEETINGS, PLEASE MARK YOUR VOTING
INSTRUCTIONS ON THE ENCLOSED PROXY BALLOT AND PROMPTLY DATE, SIGN AND RETURN IT
IN THE ENCLOSED ENVELOPE. NO POSTAGE IS REQUIRED IF MAILED IN THE UNITED STATES.
WE ASK YOUR COOPERATION IN HELPING THE RS PORTFOLIOS BY MAILING YOUR PROXY
BALLOT PROMPTLY. THE PROXY IS REVOCABLE AT ANY TIME PRIOR TO ITS USE.
- --------------------------------------------------------------------------------
<PAGE>
THE RODNEY SQUARE FUND
THE RODNEY SQUARE TAX-EXEMPT FUND
THE RODNEY SQUARE STRATEGIC FIXED-INCOME FUND
THE RODNEY SQUARE STRATEGIC EQUITY FUND
RODNEY SQUARE NORTH
1100 NORTH MARKET STREET
WILMINGTON, DELAWARE 19890
1 (800) 336-9970
--------------------------
PROXY STATEMENT
FOR
SPECIAL MEETINGS OF SHAREHOLDERS OF
U.S. GOVERNMENT PORTFOLIO
MONEY MARKET PORTFOLIO
RODNEY SQUARE TAX-EXEMPT FUND
INTERMEDIATE BOND PORTFOLIO
MUNICIPAL BOND PORTFOLIO
SMALL CAP EQUITY PORTFOLIO
INTERNATIONAL EQUITY PORTFOLIO
TO BE HELD ON
OCTOBER 22, 1999
--------------------------
INTRODUCTION
This Proxy Statement is furnished to the shareholders of U.S.
Government Portfolio, Money Market Portfolio, Rodney Square Tax-Exempt Fund,
Intermediate Bond Portfolio, Municipal Bond Portfolio, Small Cap Equity
Portfolio and International Equity Portfolio (each an "RS Portfolio" and,
collectively, the "RS Portfolios") in connection with the solicitation of
proxies by, and on behalf of, the Boards of Trustees of The Rodney Square Fund,
The Rodney Square Tax-Exempt Fund, The Rodney Square Strategic Fixed-Income Fund
and The Rodney Square Strategic Equity Fund (each an "RS Fund" and,
collectively, the "RS Funds") for use at the Special Meetings of Shareholders of
the RS Portfolios (the "Meetings") to be held on October 22, 1999 at 9 a.m.
eastern time at the offices of PFPC Inc., 400 Bellevue Parkway, Wilmington,
Delaware 19809 and at any adjournment thereof.
The Trustees have called the Meetings to ask shareholders to
consider and vote on proposals for the reorganization of the RS Portfolios (the
"Reorganization"). The solicitation is being made primarily by the mailing of
this Proxy Statement and the accompanying proxy ballot
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<PAGE>
on or about September 22, 1999. Supplementary solicitations may be made by
officers of the RS Funds or agents appointed by the RS Funds utilizing other
means, including telephone, facsimile, other electronic means or personal
interview. The costs of the Reorganization will be expenses of the RS Funds.
However, because Wilmington Trust Company ("WTC") has agreed to limit each
Fund's total annual operating expenses, it is anticipated that WTC will
ultimately bear the costs of the Reorganization.
VOTING
The individuals named as proxies on the enclosed proxy ballot
corresponding to your particular RS Portfolio will vote in accordance with your
direction as indicated thereon if your proxy ballot is (a) properly executed by
you or your duly appointed agent or attorney-in-fact, (b) not revoked and (c)
received by your RS Portfolio prior to the Meetings. If you sign, date and
return the proxy ballot, but give no voting instructions, the duly appointed
individuals named as proxies will vote your shares FOR the proposals specified
on the proxy ballot. If you execute and return your proxy ballot, you may
nevertheless revoke your proxy at any time prior to its use by (a) your written
notification received by your RS Portfolio, (b) your execution of a later-dated
proxy ballot or (c) your attending the Meetings and voting in person.
The presence at the Meetings, in person or by proxy, of the
holders of at least a majority of an RS Portfolio's outstanding shares as of the
Record Date will be required to constitute a quorum for the purpose of
transacting that RS Portfolio's business at the Meetings. In the event that a
quorum is not represented at the Meetings or at any adjournment thereof, or,
even if a quorum is represented, in the event that sufficient votes in favor of
the proposal set forth below are not received, the persons named as proxies may
propose and vote for one or more adjournments of the Meetings and further
solicitation of proxies may be made without the necessity of further notice. The
individuals named as proxies will vote in favor of adjournment if the proxy
ballots submitted contain instructions to vote in favor of the proposals to be
considered at the adjourned meeting, and the individuals named as proxies will
vote against any adjournment if the proxy ballots contain instructions to vote
against or to abstain from voting on the proposals to be considered at the
adjourned meeting. A shareholder vote may be taken on the proposals prior to an
adjournment if sufficient votes have been received and it is otherwise
appropriate.
Shareholders of each RS Portfolio will vote separately by
Portfolio on Proposal No.1. Shareholders are entitled to one vote for each RS
Portfolio share held on the Record Date, as defined below.
The affirmative vote of a "majority", as defined in the
Investment Company Act of 1940 (the "1940 Act"), of the outstanding shares of an
RS Portfolio is required to approve Proposal No. 1. Under the 1940 Act, the vote
of holders of a "majority" means the vote of the holders of the lesser of (a)
67% or more of the shares of an RS Portfolio present at the meeting or
represented by proxy if the holders of 50% or more of such shares are so present
or represented, or (b) more than 50% of such outstanding shares.
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The Reorganization would occur with respect to a Portfolio if
shareholders of that Portfolio approve Proposal No. 1, regardless of whether
shareholders of the other RS Portfolios approve the Reorganization.
Abstentions and broker non-votes will be counted as shares
present for purposes of determining whether a quorum is present but will not be
voted for or against any proposal or for or against any adjournment to permit
further solicitation of proxies. Accordingly, abstentions and broker non-votes
effectively will be votes against such adjournment or against any proposal where
the required vote is a percentage of the shares present or outstanding.
Abstentions and broker non-votes will not be counted, however, as votes cast for
purposes of determining whether sufficient votes have been received to approve a
proposal where the required vote is a percentage of votes cast. Broker non-votes
are shares held in street name for which the broker indicates that instructions
have not been received from the beneficial owners or other persons entitled to
vote and the broker does not have discretionary voting authority.
The Boards of Trustees have fixed the close of business on
August 24, 1999 as the record date ("Record Date") for the determination of the
shareholders entitled to notice of and to vote at the Meetings or any
adjournment thereof. As of the Record Date, the number of shares issued and
outstanding of each RS Portfolio are as indicated in the following table:
- ---------------------------------------- ---------------------------------------
RS FUND / RS Portfolio No. of Shares Issued and Outstanding
- ---------------------------------------- ---------------------------------------
THE RODNEY SQUARE FUND
- ---------------------------------------- ---------------------------------------
U.S. Government Portfolio 674,610,311.20
- ---------------------------------------- ---------------------------------------
Money Market Portfolio 1,807,561,783.47
- ---------------------------------------- ---------------------------------------
- ---------------------------------------- ---------------------------------------
THE RODNEY SQUARE TAX-EXEMPT FUND
- ---------------------------------------- ---------------------------------------
The Rodney Square Tax-Exempt Fund 447,148,374.89
- ---------------------------------------- ---------------------------------------
- ---------------------------------------- ---------------------------------------
THE RODNEY SQUARE STRATEGIC FIXED-
INCOME FUND
- ---------------------------------------- ---------------------------------------
Intermediate Bond Portfolio 8,921,503.25
- ---------------------------------------- ---------------------------------------
Municipal Bond Portfolio 1,316,549.75
- ---------------------------------------- ---------------------------------------
- ---------------------------------------- ---------------------------------------
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<PAGE>
- --------------------------------------------------------------------------------
THE RODNEY SQUARE STRATEGIC EQUITY FUND
- ---------------------------------------- ---------------------------------------
Small Cap Equity Portfolio 7,824,277.12
- ---------------------------------------- ---------------------------------------
International Equity Portfolio 6,837,250.49
- ---------------------------------------- ---------------------------------------
FINANCIAL STATEMENTS
Audited financial statements of each of the RS Funds for the
fiscal year ended June 30, 1999, and the auditor's reports thereon, as set forth
in each Fund's annual reports to shareholders, are incorporated by reference
into this proxy statement. Such annual reports were mailed previously to
shareholders, and additional copies are available to any shareholder, without
charge, upon written request to: PFPC Inc., 400 Bellevue Parkway, Wilmington,
Delaware, 19809, or by calling toll-free (800) 336-9970. Also, the SEC maintains
a website (http://www.sec.gov) that contains the RS Funds' annual reports.
PROPOSAL NO. 1
TO APPROVE AN AGREEMENT AND PLAN OF REORGANIZATION FOR EACH RS
PORTFOLIO PROVIDING FOR THE TRANSFER OF THE PORTFOLIO'S ASSETS
TO A NEWLY-CREATED WT PORTFOLIO IN EXCHANGE FOR SHARES OF
EQUAL VALUE OF THE WT PORTFOLIO, FOLLOWED BY THE DISTRIBUTION
OF SUCH SHARES TO THE RS PORTFOLIO SHAREHOLDERS AND THE
DISSOLUTION OF THE RS PORTFOLIO.
THE REORGANIZATION
The Boards of Trustees of the RS Funds are asking
shareholders of each RS Portfolio to approve an Agreement and Plan of
Reorganization (the "Plan"), a copy of which is attached hereto as EXHIBIT A.
The Plan authorizes the exchange of the RS Portfolio's assets, including all
cash, cash equivalents, securities, and receivables (including interest and
dividends receivable), and liabilities for shares of equal value of a
corresponding, newly-created "shell" portfolio (a "WT Portfolio" and
collectively, the "WT Portfolios") of WT Mutual Fund, an open-end, management
investment company. The shares of the WT Portfolio would then be distributed to
the RS Portfolio's shareholders so that each shareholder would receive a number
of full and fractional shares of the corresponding WT Portfolio having an
aggregate value that is equal to the aggregate net asset value of the
shareholder's RS Portfolio shares. Immediately following this exchange, the WT
Portfolio would invest its assets entirely in a separate master fund (the
"Master Series"), which shall be a series of WT Investment Trust I ( "WT Trust")
with the same investment objective, principal investment strategies and
restrictions as the WT
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Portfolio. The RS Portfolio would subsequently be dissolved as soon as
practicable after the Reorganization.
While there are some differences between the RS Portfolios and
the corresponding WT Portfolios, as described in this Proxy Statement, your
investment in a WT Portfolio would be substantially similar to your existing
investment in a RS Portfolio.
Under the WT Portfolios' proposed operating arrangement, which
is known as a "master/feeder" fund structure, each WT Portfolio (being known as
a "feeder") would pursue its investment objective through investment in a Master
Series, rather than through direct investments in portfolio securities. Each
Master Series, in turn, will invest its assets in accordance with the same
objective, policies and restrictions as its corresponding WT Portfolio.
Shareholders will own shares of a WT Portfolio, and the WT Portfolio will hold
only the shares of its corresponding Master Series. The value of a shareholder's
investment in his fund would be the same immediately after the Reorganization as
immediately before the Reorganization. Of course, the value of a shareholder's
investment in a WT Portfolio will fluctuate thereafter, based on the investment
performance of the WT Portfolio's Master Series.
Each Master Series has been established to serve as the
investment portfolio for various institutional investors, which may include
other registered mutual funds, private investment companies and other collective
investment vehicles, that have the same investment objectives and policies as
the Master Series. Other mutual funds that may invest in a Master Series may
have different expenses and, therefore, different yields/returns than a WT
Portfolio. The shares of the Master Series are not available for purchase
directly by members of the general public.
For each existing RS Portfolio, the following chart shows the
name of the new WT Portfolio it would convert to and the corresponding Master
Series.
<TABLE>
<CAPTION>
RS PORTFOLIO NEW WT PORTFOLIO MASTER SERIES OF WT TRUST
------------ ---------------- -------------------------
<S> <C> <C>
U.S. Government Portfolio Wilmington U.S. U.S. Government Series
Government Portfolio
Money Market Portfolio Wilmington Prime Money Prime Money Market Series
Market Portfolio
Rodney Square Tax-Exempt Wilmington Tax-Exempt Tax-Exempt Series
Fund Portfolio
Intermediate Bond Portfolio Wilmington Intermediate Intermediate Bond Series
Bond Portfolio
</TABLE>
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<PAGE>
<TABLE>
<S> <C> <C>
Municipal Bond Portfolio Wilmington Municipal Bond Municipal Bond Series
Portfolio
Small Cap Equity Portfolio Wilmington Small Cap Core Small Cap Core Series
Portfolio
International Equity Portfolio Wilmington International International Multi-Manager
Multi-Manger Portfolio Series
</TABLE>
Each WT Port folio will issue Investor class shares and
Institutional class shares. The difference between the two share classes is that
Investor shares are subject to Rule 12b-1 fees which compensate the WT
Portfolios' distributor for distribution and shareholder servicing activities.
Institutional shares are not subject to a Rule 12b-1 fee and are available only
to limited investors. Currently, each RS Portfolio issues only a single class of
shares.
According to each Plan, each RS Portfolio, except for U.S.
Government Portfolio, Money Market Portfolio and Rodney Square Tax-Exempt Fund,
would receive Institutional shares of the corresponding WT Portfolio on the
Closing Date, and its shareholders would therefore become Institutional
shareholders. Such shareholders would not pay Rule 12b-1 fees and would be able
to purchase additional Institutional shares of their WT Portfolio without a
sales charge. Shares of U.S. Government Portfolio, Money Market Portfolio and
Rodney Square Tax-Exempt Portfolio, which currently are subject to Rule 12b-1
fees, would be converted to Investor shares of the corresponding WT Portfolio,
which also would be subject to Rule 12b-1 fees at the same rate as the RS
Portfolio.
Although shareholders would have no appraisal rights in
connection with the Reorganization, shareholders may redeem their shares at any
time before, during or after the Reorganization.
If Proposal No. 1 is approved by shareholders of an RS
Portfolio, the Reorganization of that Portfolio is expected to occur as of the
close of business on October 29, 1999 (the "Closing Date") or as promptly as
practicable thereafter. Shareholders would receive full and fractional shares of
the corresponding WT Portfolio equal in value to the shares of the RS Portfolio
that they owned on the Closing Date.
OBJECTIVES OF THE REORGANIZATION
The Reorganization has been proposed by the Boards of Trustees
of the RS Funds for the following reasons:
[BULLET] The Reorganization is part of an initiative to create a comprehensive
family of funds that will offer a wide variety of investment styles.
WTC and its affiliates are seeking to unify and streamline the
operations of a number of mutual funds which they advise and to
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create an efficient fund distribution system. The Reorganization offers
you the opportunity to become part of a larger and more diverse family
of mutual funds, and you will be able to exchange your shares for
shares of the same class of many of these different funds.
[BULLET] By implementing the master/feeder structure, additional assets may be
attracted to the funds which could lead to certain operating
efficiencies. Funds with more assets tend to enjoy economies of scale
not available to funds with less assets. The master/feeder structure
provides an opportunity for management to attract other institutional
investors as feeder funds and to access additional distribution
channels to reach retail investors. This could lead to reductions in
your fund's total operating expenses.
[BULLET] Lower fund operating costs may lead to stronger performance, since
total return to a fund's shareholders is net of fund expenses.
COMPARISON OF FEES AND EXPENSES
After the Reorganization, fees and expenses will be
reallocated between the WT Portfolios and the Master Series, with advisory,
brokerage and custodial fee and expense obligations being incurred at the Master
Series' level and distribution, transfer agency and shareholder servicing fee
obligations being incurred at the WT Portfolios' level. No front-end or back-end
loads or other sales charges or transaction fees will be imposed on shareholders
of the WT Portfolios. Those RS Portfolios that currently charge Rule 12b-1 fees
for distribution and servicing will be converted to WT Portfolios charging Rule
12b-1 fees at the same rate.
As explained below under "Investment Advisory Agreements-
Advisers' Compensation," the advisory fee rates charged by your fund's adviser
will not increase as a result of the Reorganization. Furthermore, the total
annual operating expenses of each WT Portfolio are not expected to exceed the
current total annual operating expenses of the corresponding RS Portfolio. WTC
or Rodney Square Management Corporation have agreed to limit the WT Portfolios'
total expenses through fee waivers and expense reimbursements so that the
expenses paid by a WT Portfolio would not exceed the current expenses payable by
the corresponding RS Portfolio. Such waiver and reimbursement agreements will be
in effect indefinitely until terminated by the Trustees of WT Mutual Fund or
until termination of the Master Series' investment advisory contracts.
It is contemplated that one or more additional funds would
become feeders to many of the Master Series, resulting in higher asset levels
for those Master Series. This could lead to economies of scale and potential
reductions in fund expenses. There is no guarantee, however, that economies of
scale will be realized by any Master Series.
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<PAGE>
FEDERAL INCOME TAX CONSEQUENCES OF THE REORGANIZATION
It is anticipated that the Reorganization contemplated under the
Plan will be tax-free for federal tax purposes for the RS Portfolios and their
respective shareholders. It is a condition of the Plan that the RS Funds receive
an opinion of Pepper Hamilton LLP, counsel to the RS Funds, substantially to the
effect that for federal income tax purposes: (i) the Reorganization will be
treated as a reorganization as defined in Section 368(a) of the Internal
Revenue Code of 1986, as amended; (ii) no gain or loss will be recognized to an
RS Portfolio upon the transfer of its assets in exchange solely for a WT
Portfolio's shares and the assumption by a WT Portfolio of the corresponding RS
Portfolio's stated liabilities; (iii) no gain or loss will be recognized by the
WT Portfolio or the Master Series on its receipt of the WT Portfolio's assets in
exchange for a Master Series' shares and the assumption by a Master Series of
the WT Portfolio's liabilities; (iv) the basis of an RS Portfolio's assets in a
Master Series' hands will be the same as the basis of those assets in such RS
Portfolio's hands immediately before the Reorganization; (v) a Master Series'
holding period for the assets transferred by a WT Portfolio will include the
holding period of those assets in such RS Portfolio's hands and WT Portfoio's
hands immediately before the exchange; (vi) no gain or loss will be recognized
to an RS Portfolio on the distribution of a WT Portfolio's shares to such RS
Portfolio's shareholders in exchange for their RS Portfolio shares; (vii) no
gain or loss will be recognized to an RS Portfolio's shareholders as a result of
such RS Portfolio's distribution of WT Portfolio shares to the RS Portfolio's
shareholders in exchange for their shares of the RS Portfolio's stock; (viii)
the basis of the WT Portfolio shares received by an RS Portfolio shareholder
will be the same as the adjusted basis of that shareholder's RS Portfolio shares
surrendered in exchange therefor; and (ix) the holding period of the WT
Portfolio shares received by an RS Portfolio's shareholders will include the
holding period of the shares of the RS Portfolio exchanged therefor, provided
that said RS Portfolio shares were held as capital assets on the date of the
conversion. The opinion will be based on current law and normal and customary
assumptions and representations.
Each of the WT Portfolios intends to qualify for treatment as
a regulated investment company under Subchapter M of the Internal Revenue Code
of 1986, as amended. In each taxable year the WT Portfolios so qualify, they
will be relieved of federal income tax on that part of their investment company
taxable income that is distributed to their shareholders. Each Master Series
intends to be treated as a partnership for tax purposes and does not expect to
be required to pay any federal income or excise taxes. Of course, distributions
from a WT Portfolio will be taxable to the WT Portfolio shareholder as ordinary
income or capital gain, as the case may be. If you hold shares of a WT Portfolio
in a tax-deferred retirement plan, distributions from the WT Portfolio will not
be subject to income tax unless you take withdrawals from your retirement plan
account.
THE WT PORTFOLIOS' INVESTMENT OBJECTIVES, STRATEGIES AND FUNDAMENTAL
RESTRICTIONS
Each WT Portfolio and its corresponding Master Series has a
substantially identical investment objective as its corresponding RS Portfolio.
Each Master Series, will employ the same principal investment strategies as
those of its corresponding RS Portfolio.
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The Board of Trustees of WT Mutual Fund has approved
fundamental investment restrictions for each WT Portfolio that are materially
the same as the corresponding RS Portfolio's fundamental restrictions, except
for a change that is necessary to implement the master/feeder structure. Certain
investment restrictions of the RS Portfolios would prohibit the RS Portfolios
from investing all of their assets directly in another mutual fund such as the
Master Series. Therefore, by approving the Plan, you would be authorizing
amendments to the fundamental investment restrictions of your fund to add
express authority for your fund to invest all or substantially all of its
investable assets in the Master Series. Accordingly, the fundamental investment
restrictions of the WT Portfolios include the following language:
"THE INVESTMENT LIMITATIONS DESCRIBED ABOVE DO NOT PROHIBIT A
PORTFOLIO FROM INVESTING ALL OR SUBSTANTIALLY ALL OF ITS
ASSETS IN THE SHARES OF ANOTHER REGISTERED OPEN-END INVESTMENT
COMPANY SUCH AS THE CORRESPONDING SERIES OF WT INVESTMENT
TRUST I."
RISKS OF THE MASTER/FEEDER STRUCTURE
There are certain potential risks to the WT Portfolios after
the Reorganization related to the investment of their respective assets entirely
in the Master Series. For example, large-scale redemptions by other feeders of
their shares of a Master Series could have adverse effects on a WT Portfolio,
such as requiring the liquidation of a significant portion of the Master Series'
holdings at a time when it could be disadvantageous to do so. Additionally, the
absence of substantial industry experience with the master/feeder structure
could result in accounting or other operational difficulties. Also, other
feeders of a Master Series may have a greater ownership interest in the Master
Series than a WT Portfolio's interest and, therefore, could have effective
voting control over the operation of the Master Series. Additionally, there is a
risk that the lower annual operating expenses which are anticipated under the
master/feeder structure will not be realized.
In the event a WT Portfolio is required to redeem all of its
shares of a Master Series for any reason (for instance, because its shareholders
did not approve changes in the WT Portfolio's investment policies parallel to
changes approved for the Master Series by a majority of its shareholders), WT
Mutual Fund's Board of Trustees would attempt to find an appropriate substitute
investment vehicle in which to invest that particular WT Portfolio's assets. The
Board's inability to find a suitable substitute investment vehicle or investment
manager could have a significant effect on your fund.
A WT Portfolio may cease investing in a Master Series only if
the Board of Trustees of WT Mutual Fund were to determine that such action is in
the best interests of the Portfolio and its shareholders. In that event, the
Board of Trustees would consider alternative arrangements, including investing
all of that WT Portfolio's assets in another investment company with
substantially the same investment objective, policies and restrictions as the
Portfolio or hiring an investment adviser to manage the WT Portfolio's assets
directly.
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INVESTMENT ADVISERS
After the Reorganization, WT Mutual Fund, on behalf of the WT
Portfolios, will not directly engage investment advisers to manage the WT
Portfolios' assets because the Portfolios' assets will be invested entirely in
the Master Series. Instead, the Master Series will employ advisers to manage the
investment of their assets. Each Master Series' investment adviser will be the
same adviser currently managing the corresponding RS Portfolio (the "Current
Adviser"). By voting in favor of the Plan, shareholders of an RS Portfolio,
would be authorizing the Board of Trustees of the applicable RS Fund, on behalf
of the shareholders of the WT Portfolio, to vote WT Portfolio shares acquired in
the Reorganization in favor of approval of the respective Master Series'
investment advisory agreement with the Current Adviser. Information about each
Current Adviser is presented below.
WTC, located at 1100 North Market Street, Wilmington, Delaware
19890, presently serves as the investment adviser of Intermediate Bond
Portfolio, Municipal Bond Portfolio, Small Cap Equity Portfolio and
International Equity Portfolio. After the Reorganization, WTC would serve as the
investment adviser to the following corresponding Master Series: Intermediate
Bond Series, Municipal Bond Series, Small Cap Core Series and International
Multi-Manager Series. WTC is engaged in a variety of investment advisory
activities, including the management of collective investment pools, and has
nearly a century of experience managing the personal investments of high
net-worth individuals. WTC presently manages over $7 billion in fixed income
assets and approximately $15.6 billion in equity assets for clients.
WTC is a state-chartered bank organized as a Delaware
corporation in 1903. WTC is wholly owned by Wilmington Trust Corporation, a
publicly held bank holding company. Ted T. Cecala is the principal executive
officer of WTC. The name and principal occupation of each director of WTC as of
September 1, 1999 were as follows:
<TABLE>
<CAPTION>
NAME OF DIRECTOR OCCUPATION
- ---------------- ----------
<S> <C>
Ted T. Cecala Chief Executive Officer and Chairman of the Board of Wilmington
Trust Corporation
Andrew B. Kirkpatrick Counsel to the law firm of Morris, Nichols, Arsht and Tunnell
David P. Roselle President of the University of Delaware
Mary Jornlin-Theisen Civic leader
Charles S. Crompton, Jr. Partner of the law firm of Potter, Anderson & Corroon
Edward B. du Pont Private investor
Stacey J. Mobley Senior Vice President, external affairs, E.I. Du Pont de Nemours
and Company
</TABLE>
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<PAGE>
<TABLE>
<CAPTION>
NAME OF DIRECTOR OCCUPATION
- ---------------- ----------
<S> <C>
Carolyn S. Burger Principal of CB Associates, Inc., a consulting firm
Robert V. A. Harra, Jr. President, Chief Operating Officer and Treasurer of Wilmington
Trust Corporation
Leonard W. Quill Retired
Richard R. Collins Chairman of Collins, Inc., a consulting firm
Hugh E. Miller Retired
Thomas P. Sweeney Partner in the law firm of Richards, Layton & Finger, P.A.
H. Stewart Dunn, Jr. Partner in the law firm of Ivins, Phillips & Barker
R. Keith Elliot Chairman of the Board and Chief Executive Officer of Hercules
Incorporated
Walter D. Mertz Retired Senior Vice President of Wilmington Trust Corporation and
WTC; Associate Director
Rex L. Mears President of Ray S. Mears and Sons, Inc.
Robert W. Tunnell, Jr. Managing Partner of Tunnell Companies, L.P.
H. Rodney Sharp, III Retired
G. Burton Pearson Retired Senior Vice President of Wilmington Trust Corporation and
WTC; Associate Director,
</TABLE>
Rodney Square Management Corporation ("RSMC"), located at 1100
North Market Street, Wilmington, Delaware 19890, presently serves as the
investment adviser of U.S. Government Portfolio, Money Market Portfolio and
Rodney Square Tax-Exempt Fund. After the Reorganization, RSMC would serve as
investment adviser to the following corresponding Master Series: Prime Money
Market Series, U.S. Government Series and Tax-Exempt Series. RSMC is a wholly
owned subsidiary of WTC. The principal executive officer of RSMC is Robert J.
Christian. The name and principal occupation of each director of RSMC as of
September 1, 1999 were as follows:
<TABLE>
<CAPTION>
NAME OF DIRECTOR OCCUPATION
- ---------------- ----------
<S> <C>
Robert J. Christian Chief Investment Officer of WTC and President, CEO and Director of
RSMC
Eric K. Cheung Vice President and Division Manager for all fixed income products at
WTC and Director of RSMC
Joseph M. Fahey, Jr. Director, Vice President and Secretary of RSMC
</TABLE>
-11-
<PAGE>
Robert J. Christian, who is an officer of WTC and RSMC, also
is an officer and Trustee of WT Mutual Fund and WT Trust. Eric K. Cheung, who is
an officer of WTC and RSMC, also is an officer of WT Mutual Fund and WT Trust.
INVESTMENT ADVISORY AGREEMENTS
A form of the Master Series' proposed investment advisory
agreements with their respective investment advisers (the "New Agreements") is
attached hereto as EXHIBIT B. The terms and conditions of the New Agreements are
similar to the RS Funds' existing advisory agreements, with changes only in the
names of the funds, the effective date and periods of the agreement and the
inclusion of fee break points in the adviser's compensation schedule.
EXISTING AGREEMENTS. The Rodney Square Strategic Fixed-Income
Fund's investment advisory agreement with WTC is dated June 29, 1998 and was
approved by a vote of the Board of Trustees at a meeting held for this purpose
on May 18, 1998. Shareholders last approved the agreement with respect to the
Municipal Bond Portfolio at a meeting held on June 25, 1998. No shareholder
actions have been taken on the agreement with respect to Intermediate Bond
Portfolio except for approval by the initial shareholder. The Rodney Square
Strategic Equity Fund's investment advisory agreement with WTC is dated February
23, 1998 and was approved by a vote of the Board of Trustees at a meeting held
for this purpose on February 17, 1998. No shareholder actions have been taken on
the advisory agreement with respect to either Small Cap Equity or International
Equity Portfolios except for approval by the initial shareholder.
The Rodney Square Fund's investment advisory agreement with
RSMC is dated August 9, 1991, and since that date no shareholder actions have
been taken with respect to the agreement. The Rodney Square Fund's agreement was
most recently renewed for another year by a vote of the Board of Trustees at a
meeting held for this purpose in November 1998. The Rodney Square Tax-Exempt
Fund's investment advisory agreement with RSMC is dated August 9, 1991, and
since that date no shareholder actions have been taken with respect to the
agreement. The Rodney Square Tax-Exempt Fund's agreement was most recently
renewed for another year by a vote of the Board of Trustees at a meeting held
for this purpose in November 1998.
PROPOSED SERVICES. Pursuant to the New Agreements, the
respective adviser would continuously review, supervise and administer the
Master Series' investment programs and make and implement all investment
decisions for the Master Series, subject to the supervision of the Board of
Trustees. The adviser would provide the Master Series with office facilities,
equipment and personnel necessary for servicing the investments of the Master
Series. The adviser also bears the cost of fees, salaries and other remuneration
of the Master Series' Trustees, officers and employees who are officers or
employees of the adviser. The Master Series is responsible for all other costs
and expenses, such as, but not limited to, brokerage fees
-12-
<PAGE>
and commissions in connection with the purchase and sale of securities and
administration, legal, auditing, custodian and transfer agency fees.
LIMITATIONS OF LIABILITY. The New Agreements provide that each
Adviser shall not be liable for any error of judgement or mistake of law or for
any loss suffered by a Master Series in connection with the provision of
advisory services except to the extent of a loss resulting from the adviser's
willful misfeasance, bad faith, gross negligence or reckless disregard of its
obligations or duties under the agreement.
ADVISERS' COMPENSATION. According to the New Agreements, each
adviser is entitled to receive an advisory fee from the applicable Master
Series, which fee shall be payable monthly as soon as practicable after the last
day of each month and based upon the average daily net assets of the Master
Series. THE ADVISORY FEES PAYABLE BY THE MASTER SERIES UNDER THE NEW AGREEMENTS
WOULD BE EQUAL TO OR LESS THAN THE ADVISORY FEES CURRENTLY PAYABLE BY THE RS
PORTFOLIOS. For each Master Series except International Multi-Manager Series,
the fee schedules under the New Agreements have been changed to include fee
break points so that advisory fee rates would decline as a Series' assets
increase beyond certain levels. The RS Portfolios' current advisory fees and the
fees that would be payable by the Master Series to the Current Advisers under
the New Agreements are set forth below.
1. Each of U.S. Government Portfolio, Money Market Portfolio and
Rodney Square Tax Exempt Fund currently pays RSMC an annual advisory fee in the
amount of 0.47% of its average daily net assets. For the fiscal year ended
September 30, 1998, RSMC received advisory fees in the amount of $2,692,214,
$6,392,832 and $1,588,556, respectively, from U.S. Government Portfolio, Money
Market Portfolio and Rodney Square Tax-Exempt Fund. For the fiscal period from
October 1, 1998 to June 30, 1999, RSMC received advisory fees in the amounts of
$2,630,721, $5,864,713 and $1,588,880 , respectively, from U.S. Government
Portfolio, Money Market Portfolio and Rodney Square Tax Exempt Fund. The New
Agreements provide that the corresponding Master Series each shall pay RSMC an
annual advisory fee in the amount of 0.47% of the Series' first $1 billion of
average daily net assets; 0.43% of the Series' next $500 million of average
daily net assets; 0.40% of the Series' next $500 million of average daily net
assets and 0.37% of the Series' average daily net assets in excess of $2
billion.
2. Each of Intermediate Bond Portfolio and Municipal Bond Portfolio currently
pays WTC an annual advisory fee equal to 0.35% of its average daily net assets.
For the fiscal year ended October 31, 1998, WTC received advisory fees in the
amounts of $76,765 and $6,062, respectively, from Intermediate Bond Portfolio
and Municipal Bond Portfolio. For the fiscal period from November 1, 1998 to
June 30, 1999, WTC received advisory fees in the amounts of $143,237 and
$23,629, respectively, from Intermediate Bond Portfolio and Municipal Bond
Portfolio. The New Agreements provide that the corresponding Master Series each
shall pay WTC an annual advisory fee in the amount of 0.35% of the Series' first
$1 billion of average daily net assets; 0.30% of the Series' next $1 billion of
average daily net assets; and 0.25% of the Series' average daily net assets in
excess of $2 billion.
3. Small Cap Equity Portfolio currently pays WTC an annual advisory fee in the
amount of 0.60% of its average daily net assets. For the fiscal period from June
29, 1998 to December 31, 1998, WTC received advisory fees in the amount of
$175,081 from Small Cap Equity Portfolio. For the fiscal period from January 1,
1999 to June 30, 1999, WTC received advisory fees in the amount of $183,542 from
Small Cap Equity Portfolio. The New
-13-
<PAGE>
Agreement provides that the corresponding Small Cap Core Series shall pay WTC an
annual advisory fee in the amount of 0.60% of the Series' first $1 billion of
average daily net assets; 0.55% of the Series' next $1 billion of average daily
net assets; and 0.50% of the Series' average daily net assets in excess of $2
billion.
4. International Equity Portfolio currently pays WTC an annual advisory fee in
the amount of 0.65% of its average net assets. For the fiscal period from June
29, 1998 to December 31, 1998, WTC received advisory fees in the amount of
$184,534 from International Equity Portfolio. For the fiscal period from
January 1, 1999 to June 30, 1999, WTC received advisory fees in the amount of
$164,331 from International Equity Portfolio. The New Agreements also provide
that the corresponding International Multi-Manager Series shall pay to WTC an
annual advisory fee in the amount of 0.65% of its average daily net assets.
EFFECTIVE DATE AND TERMINATION. The New Agreements shall
become effective on October 29, 1999 and shall remain in force for a period of
time of two years from such date and from year to year thereafter if re-approved
at least annually by the vote of a majority of the Trustees who are not
interested persons of WT Trust or the adviser. The Agreements may at any time be
terminated without payment of any penalty either by vote of the Board of
Trustees or by vote of the holders of a majority of the outstanding voting
securities of the Master Series, on sixty days' written notice to the Adviser.
The New Agreements may be terminated by the adviser after ninety days' written
notice to WT Trust. The Agreements shall terminate automatically in the event of
their assignment.
BROKERAGE POLICIES. Just as with the RS Portfolios' existing
advisory agreements, the New Agreements grant the advisers the authority to
select brokers and dealers to execute portfolio transactions, to select the
markets on which transactions will be executed and to place orders with such
brokers or dealers in conformity with the Master Series' transaction policies
set forth in the WT Portfolios' registration statement. In placing orders with
brokers or dealers, the adviser will attempt to obtain the best net price and
the most favorable execution of its orders, and to this end, may aggregate
orders with other clients of the adviser. The adviser may purchase and sell
securities to and from brokers who provide brokerage and research services which
benefit the Master Series, the adviser, or the adviser's other clients, and the
adviser may pay to such brokers a higher commission than may be charged by other
brokers, subject to the adviser determining in good faith that such commission
is reasonable. The adviser also may use brokers with whom it is affiliated.
SUB-ADVISERS
As with the International Equity Portfolio, WTC will delegate
to three sub-advisers the responsibility for managing portions of the assets of
International Multi-Manager Series after the Reorganization. These sub-advisers,
which are the same as the RS Portfolio's current sub-advisers, are Clemente
Capital Inc., Carnegie Hall Tower, 152 West 57th Street, 25th Floor, New York,
New York 10019 ("Clemente"), Invista Capital Management, Inc., 1800 Hub Tower,
699 Walnut Street, Des Moines, Iowa 50309 ("Invista"), and Scudder Kemper
Investments, Inc., 345 Park Avenue, New York, New York 10154 ("Scudder"). Each
of these
-14-
<PAGE>
sub-advisers is an investment adviser registered under the Investment Advisers
Act of 1940. Invista is an indirect, wholly owned subsidiary of Principal Mutual
Life Insurance Company.
The terms of the new sub-advisory agreements among WTC,
International Multi-Manager Series and the sub-advisers, including the rates of
compensation payable to the sub-advisers by WTC, are the same as the terms of
the existing sub-advisory agreements for the International Equity Portfolio. The
existing and new sub-advisory agreements provide that WTC shall pay each
sub-adviser a monthly portfolio management fee out of WTC's advisory fee at an
annual rate of 0.50% of the average daily net assets under the sub-adviser's
management. For the fiscal year ended June 30, 1999, WTC paid sub-advisory fees
in the amounts of $113,601 to Clemente, $114,343 to Invista and $118,271 to
Scudder. The dates of the existing sub-advisory agreement are June 16, 1998 for
the Clemente agreement, June 3, 1998 for the Invista agreement and June 7, 1998
for the Scudder agreement. No shareholders actions have been taken with respect
to the sub-advisory agreements.
The new sub-advisory agreements shall become effective on
October 29, 1999 and shall remain in force for a period of time of two years
from such date and from year to year thereafter if re-approved at least annually
by the vote of a majority of the Trustees who are not interested persons of WT
Trust, WTC or the sub-adviser.
The new sub-advisory agreements grant the sub-advisers the
same authority and discretion with respect to the selection of brokers, payment
of commissions to brokers providing research services and aggregation of orders
for portfolio transactions of International Multi-Manager Series as are granted
to WTC in the Series' investment advisory agreement. See the description under
BROKERAGE POLICIES above.
ADDITIONAL SERVICE PROVIDERS
At the Closing Date, the same providers that are currently
engaged by the RS Portfolios to perform non-advisory services will continue to
serve WT Mutual Fund and WT Trust in the capacities indicated below.
Distributor: Provident Distributors, Inc.
Administrator: PFPC Inc.
Accounting Agent: PFPC Inc.
Independent Auditors: Ernst & Young LLP
Legal Counsel: Pepper Hamilton LLP
Custodian: WTC
-15-
<PAGE>
Sub-Custodian: PFPC Trust Company
Transfer Agent: PFPC Inc.
ACCOUNTING TREATMENT OF THE REORGANIZATION
The WT Portfolios will become the accounting successors of
their corresponding RS Portfolios as of the Closing Date, which means that the
financial statements and performance history of the RS Portfolios will become
those of their corresponding WT Portfolios as though such financial statements
and performance history were the WT Portfolios' own.
TRUSTEES OF THE WT MUTUAL FUND
The current Trustees and officers of WT Mutual Fund are set
forth below. Mr. Quindlen, a trustee of the Rodney Square group of funds, was
appointed to WT Mutual Fund's Board at a meeting held on August 12, 1999, to
replace Lawrence B. Thomas whose resignation was accepted on that date. In
October 1999, shareholders of WT Mutual Fund will vote on the election of Mr.
Quindlen and four other nominees to the Board of Trustees. It is anticipated
that as of the Closing Date, the Board of Trustees of WT Mutual Fund will
consist of the following 8 individuals, six of whom shall be independent
Trustees: Eric Brucker, John J. Quindlen, Louis Klein Jr., Clement C. Moore, II,
William P. Richards, Robert H. Arnold, Nicholas A. Giordano and Robert J.
Christian. Consequently, with the exception of Messrs. Brucker, Christian and
Quindlen, the persons serving on the Board of Trustees of WT Mutual Fund after
the Reorganization would be different from the persons currently serving on your
fund's Board of Trustees.
-16-
<PAGE>
Presently, the Trustees and executive officers of WT Mutual Fund and WT Trust
are as follows:
<TABLE>
<CAPTION>
PRINCIPAL SHARES OWNED
OCCUPATION BENEFICIALLY
POSITION OR AUGUST 24,
NAME AND AGE POSITION SINCE EMPLOYMENT 1999
------------ -------- ----- ---------- ------------
<S> <C> <C> <C> <C>
Robert H. Arnold Trustee 1997 Since 1989, Co-Manager of 0
55 years old R.H. Arnold & Co., Inc.,
an investment banking
company
John J. Quindlen Trustee 1999 Retired. Senior Vice 0
67 years old President-Finance of E.I.
du Pont de Nemours and
Company, Inc. (diversified
chemicals) from 1984 to
November 1993. Chief
Financial Officer of E.I.
du Pont de Nemours and
Company, Inc. from 1984 to
June 1993. Presently, a
director of St. Joe Paper
Co., Trustee of Kalmar
Pooled Investment Trust
and Trustee of the funds
in the Rodney Square group
of funds.
Nicholas A. Giordano Trustee 1998 Financial Services 0
56 years old consultant, 1997-1999;
Interim
President of
LaSalle
University from
July 1, 1998 to
June 30, 1999;
President and
Chief Executive
Officer of the
Philadelphia
Stock Exchange
from 1981
through August
1997.
</TABLE>
-17-
<PAGE>
<TABLE>
<CAPTION>
PRINCIPAL SHARES OWNED
OCCUPATION BENEFICIALLY
POSITION OR AUGUST 24,
NAME AND AGE POSITION SINCE EMPLOYMENT 1999
------------ -------- ----- ---------- ------------
<S> <C> <C> <C> <C>
*Robert J. Christian Trustee and 1998 Chief Investment Officer 0
50 years old President of WTC and Director of
Rodney Square Management
Corporation since February
1996. Chairman and
Director of PNC Equity
Advisors Company and
President and Chief
Investment Officer of PNC
Asset Management Group,
Inc. from 1994-1996; Chief
Investment Officer of PNC
Bank from 1992-1996.
*Eric K. Cheung Vice President 1998 Since 1991, Division 0
43 years old Manager for all fixed
income products at
Wilmington Trust Company.
*Pat Colletti Treasurer 1999 Vice President and 0
41 years old Director of Investment
Accounting and
Administration of PFPC
Inc. since April 1999.
Controller of the Reserve
Funds from 1986-1999.
*Gary M. Gardner Secretary 1999 Senior Vice President of 0
48 years old PFPC Inc. since January
1994.
</TABLE>
* Interested Person of the Fund as defined in Section 2(a)(19) of the 1940 Act.
-18-
<PAGE>
Prior to the Reorganization, shareholders of WT Mutual Fund
will vote on the election of the following persons to the Fund's Board of
Trustees.
<TABLE>
<CAPTION>
SHARES OWNED
BENEFICIALLY
NAME AND AGE PRINCIPAL OCCUPATION FOR PAST 5 YEARS AUGUST 24, 1999
------------ ------------------------------------- ---------------
<S> <C> <C>
Eric Brucker Dean of the College of Business, Public Policy and 0
58 years old Health at the University of Maine since September
1998. Dean of the School of Management at the
University of Michigan from June 1992 to September
1998. Professor of Economics, Trenton State College
from September 1989 to June 1992. Vice President for
Academic Affairs, Trenton State College from September
1989 to June 1991. Dean of College of Business and
Economics and Chairman of various committees at the
University of Delaware from 1976 to September 1989.
Trustee of the funds in the Rodney Square group of
funds.
John J. Quindlen See description above. 0
67 years old
Louis Klein Jr. Self employed financial consultant from 1991 to the 0
63 years old present. Has held the positions of Trustee, Manville
Personal Injury Settlement Trust; Director, Riverwood
International Corporation; and Director, Manville
Corporation since 1991. Trustee of The CRM Funds.
Clement C. Moore, II Managing Partner, Mariemont Holdings, LLC, a commercial 0
55 years old real estate holding and development company from 1980
to present. Trustee of The CRM Funds.
William P. Richards* Managing Director - Client Service and Portfolio 0
62 years old Communication, Roxbury Capital Management since 1998.
Formerly Senior Vice President and Partner, Van
Deventer & Hoch, an investment management firm.
</TABLE>
* Interested Person of the Fund as defined in Section 2(a)(19) of the 1940 Act.
-19-
<PAGE>
The following chart provides certain information for the
fiscal year ended June 30, 1999 about the fees paid by WT Mutual Fund and WT
Trust to their Trustees:
<TABLE>
<CAPTION>
COMPENSATION TABLE
- -----------------------------------------------------------------------------------------------
(1) (2) (3) (4) (5)
TOTAL
PENSION OR COMPENSATION
RETIREMENT FROM REGISTRANT
AGGREGATE BENEFITS ACCRUED ESTIMATED ANNUAL AND FUND
NAME OF COMPENSATION AS PART OF FUND BENEFITS UPON COMPLEX PAID TO
PERSON & POSITION FROM REGISTRANT EXPENSES RETIREMENT TRUSTEE
----------------- --------------- -------- ---------- -------
<S> <C> <C> <C> <C>
Robert H. Arnold $7,318 0 0 $14,637
Trustee
Lawrence B. Thomas $7,318 0 0 $14,637
Trustee (until 8/99)
Nicholas A. Giordano $7,318 0 0 $14,637
Trustee
Robert J. Christian 0 0 0 0
Trustee
</TABLE>
FORM OF ORGANIZATION
Federal securities laws largely govern the way that mutual
funds operate, but they do not cover every aspect of a fund's existence and
operation. State law and each fund's governing documents fill in most of the
gaps and can create additional operational rules and restriction that funds must
follow. Both WT Mutual Fund and WT Trust, the surviving entities in the
Reorganization, are business trusts established under the Delaware Business
Trust Act. The RS Funds are business trusts formed under the Massachusetts
statute governing business trusts. The Delaware Act provides a more
comprehensive statutory framework for the governance of business trusts than the
Massachusetts statute.
Trusts formed under either statute can issue multiple classes
or series of shares and have an unlimited number of authorized shares. Both
forms of business trust permit such matters as election or removal of Trustees,
shareholder voting rights, shareholder meetings and quorum requirements to be
governed by the trust agreement. Also, both Delaware and Massachusetts business
trusts are permitted to grant broad powers to the Trustees, including the
authority to amend the trust agreement without shareholder approval. The
responsibilities, powers and fiduciary duties of trustees of Massachusetts
business trusts and Delaware business trusts are substantially the same.
However, the Delaware Act, as opposed to the Massachusetts
statute, specifically provides that, the debts, liabilities or obligations
incurred by a particular series of a multiple
-20-
<PAGE>
series business trust registered under the 1940 Act are enforceable only against
the assets of such series so long as certain conditions are met. This means that
none of the other series (portfolios) in a multiple series mutual fund like WT
Mutual Fund may be charged with the liabilities of another series (portfolio).
Moreover, the Delaware Act expressly states that the shareholders of a business
trust shall be entitled to the same limitation of personal liability extended to
stockholders of corporations. Lastly, the Delaware Act, unlike the Massachusetts
statute, provides that a trustee (when acting as such) shall not be personally
liable to any person other than the business trust or a beneficial owner for any
act, omission, or obligation of the business trust or any trustee thereof.
Other than terms affected by the statutory differences between
Massachusetts and Delaware Business trusts described in the preceding
paragraphs, the terms of the trust agreements of WT Mutual Fund and the RS Funds
are not materially different.
VOTING RIGHTS
Whenever a WT Portfolio, as a shareholder of a Master Series,
is requested to vote on any matters submitted to the shareholders of the Master
Series, the Portfolio will hold a meeting of its own shareholders to consider
such matters. The WT Portfolio will cast its votes in proportion to the votes
received from its own shareholders. Shares for which the WT Portfolio receives
no voting instructions will be treated as having been voted in the same
proportion as the votes received from the other WT Portfolio shareholders.
RECOMMENDATIONS OF THE RS FUNDS' BOARDS OF TRUSTEES
The Boards of Trustees of the RS Funds have carefully
considered the effects of the Reorganization. At a meeting held on May 13, 1999,
the Boards approved the Plans for each RS Portfolio and determined to seek
shareholder approval of the Reorganization.
The Boards considered the following factors in approving the
Plans. First, they evaluated the objectives of the Reorganization, as previously
described herein, and determined that these objectives were consistent with the
interests of the RS Portfolios' shareholders. The Trustees concluded that
implementing the Reorganization and the master/feeder structure would provide an
opportunity to attract additional assets to the funds from investors who may not
have otherwise invested in the RS Funds. The Trustees considered that any
significant increase in assets of the Master Series could provide benefits to
the existing RS Funds' shareholders through lower operating expenses.
The Boards also considered that the Reorganization is an
integral part of a broader initiative to combine different mutual funds advised
by WTC and its affiliates to form a comprehensive fund family with a wide
variety of investment styles and a more efficient distribution system. Other
factors considered by the Boards include the following: (1) the similarity of
the investment objectives and principal investment strategies between the RS
-21-
<PAGE>
Portfolios and the corresponding WT Portfolios; (2) that investment advisory fee
rates will not increase as a result of the Reorganization and WTC and RSMC have
agreed to waive fees and reimburse expenses so that total annual operating
expenses paid by a WT Portfolio do not exceed the current expenses payable by
the corresponding RS Portfolio, (3) the anticipated tax-free nature of the
exchanges contemplated by the Reorganization; and (4) the advantages offered by
the Delaware business trust form of organization.
Based upon the Board's evaluation of the above factors and in
light of their fiduciary duties under federal and state law, the Boards of
Trustees, including a majority of the Trustees of each RS Fund who are not
"interested persons" of that RS Fund, as defined in the 1940 Act, determined
that the proposed Reorganization is in the best interests of the RS Portfolios
and their shareholders.
THE BOARD OF TRUSTEES OF EACH RS PORTFOLIO UNANIMOUSLY RECOMMENDS THAT ITS
SHAREHOLDERS VOTE FOR APPROVAL OF THE PLAN. IF THE PLAN IS NOT ADOPTED FOR A
PORTFOLIO, THAT PORTFOLIO WILL CONTINUE TO OPERATE IN THE SAME MANNER AS PRIOR
TO THE PROPOSED REORGANIZATION.
OTHER BUSINESS
The Meetings of the RS Portfolio shareholders are special
meetings, and will generally consider only those matters set forth in the Notice
of the Meetings. The Boards of Trustees know of no other matters to be brought
before the Meetings. However, if other matters properly come before the
Meetings, it is the intention of the Boards of Trustees that the proxies that do
not contain specific instructions to the contrary will be voted, to the extent
permitted by applicable law, on such matters in accordance with the judgment of
the persons designated therein as proxies.
PRINCIPAL SHAREHOLDERS
As of the Record Date, substantial (i.e., 5% or more) record
or beneficial ownership of the issued and outstanding shares of each of the RS
Portfolios was as follows:
<TABLE>
<CAPTION>
NUMBER OF SHARES PERCENTAGE
NAME & ADDRESS BENEFICIALLY OWNED OF PORTFOLIO
- -------------- ------------------ ------------
<S> <C> <C>
U.S. GOVERNMENT PORTFOLIO:
Lack & Lindsay 621,444,390.09 92.12%
Rodney Square North
Wilmington, DE 19890
TOTAL 621,444,390.09
</TABLE>
-22-
<PAGE>
<TABLE>
<S> <C> <C>
MONEY MARKET PORTFOLIO:
Lack & Lindsay 1,631,390,100.09 90.25%
Rodney Square North
Wilmington, DE 19890
National Financial Services Corp. 147,252,564.94 8.15%
(record owner)
P.O. Box 3752
New York, NY 10008
TOTAL 1,778,642,665.03
RODNEY SQUARE TAX-EXEMPT FUND
Lack & Lindsay 395,742,103.43 88.50%
Rodney Square North
Wilmington, DE 19890
Rodney Square Management Corporation 40,500,559.02 9.06%
For RS Family of Funds
1100 N. Market St.
Wilmington, DE 19890
TOTAL 436,242,662.45
INTERMEDIATE BOND PORTFOLIO
Wilmington Trust Company, Trustee 2,007,799.82 22.51%
For Wilmington Trust Company
Pension Fund
P.O. Box 8882
Wilmington, DE 19899
Wilmington Trust Company, Trustee 1,540,364.96 17.27%
For Paul Mellon Pension Plan
P.O. Box 8882
Wilmington, DE 19899
</TABLE>
-23-
<PAGE>
<TABLE>
<S> <C> <C>
Wilmington Trust Company, Trustee 536,934.34 6.02%
For Milford Memorial Hospital
P.O. Box 8882
Wilmington, DE 19899
TOTAL 4,085,099.12
MUNICIPAL BOND PORTFOLIO
National Financial Service Corporation 264,424.76 20.07%
(record owner)
P.O. Box 3908
New York, NY 10008
Rodney Square Management Corp. 515,430.80 39.15%
For RS Family of Funds
1100 N. Market St.
Wilmington, DE 19890
TOTAL 779,855.56
SMALL CAP EQUITY PORTFOLIO
Wilmington Trust Company, Trustee 1,322,250.65 16.88%
For Wilmington Trust Company
Pension Trust
P.O. Box 8882
Wilmington, DE 19899
TOTAL 1,322,250.65
INTERNATIONAL EQUITY PORTFOLIO
Wilmington Trust Company, Trustee 1,730,776.27 25.32%
For Wilmington Trust Company
Pension Trust
P.O. Box 8882
Wilmington, DE 19899
</TABLE>
-24-
<PAGE>
<TABLE>
<S> <C> <C>
Wilmington Trust Company 374,399.17 5.48%
For U. of Virginia
P.O. Box 8882
Wilmington, DE 19899
TOTAL 2,105,175.44
</TABLE>
As of the Record Date, the Trustees and officers of the RS
Funds owned, in the aggregate, less than 1% of each RS Portfolio's outstanding
shares.
ADDITIONAL INFORMATION
The RS Funds' distributer is Provident Distributers, Inc.,
located at Four Falls Corporate Center, West Conshohocken, Pennsylvania 19428.
The RS Fund's administrator is PFPC Inc., located at 400 Bellevue Parkway,
Wilmington, Delaware 19809.
SHAREHOLDER PROPOSALS
The RS Funds do not hold annual meetings. Accordingly, no
anticipated date of the next shareholder meeting can be provided at this time.
Shareholders wishing to submit proposals for inclusion in a proxy statement for
a subsequent shareholder meeting should send their written request or proposal
to the secretary of that RS Fund.
By Order of the Board of Trustees
Gary M. Gardner
Secretary
September 20, 1999
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EXHIBIT A
FORM OF
AGREEMENT AND
PLAN OF REORGANIZATION
THIS AGREEMENT AND PLAN OF REORGANIZATION (the "Agreement"),
is made as of September __, 1999, by and between Rodney Square __ Fund, a
Massachusetts business trust (the "RS Fund"), on behalf of its series of shares,
the [____ Portfolio] (the "RS Portfolio"), WT Investment Trust I, a Delaware
business trust ("WT Trust"), on behalf of its series of shares, ____ Series (the
"WT Master Series"), and WT Mutual Fund, a Delaware Business Trust ("WT Mutual
Fund"), on behalf of its series of shares, Wilmington ____ Portfolio (the "WT
Feeder Portfolio").
WHEREAS, the RS Fund is a business trust organized under
Massachusetts law and a Declaration of Trust dated ____________, 199_; the RS
Fund is an open-end, management investment company registered under the
Investment Company Act of 1940, as amended (the "1940 Act"); RS Fund has
authorized capital consisting of unlimited shares of beneficial interest, par
value $___ per share, of which it has allocated an unlimited number of shares to
the RS Portfolio; the RS Portfolio is a duly organized and a validly existing
series of RS Fund; and
WHEREAS, WT Trust is a business trust organized under Delaware
law and an Agreement and Declaration of Trust dated January 23, 1997; WT Trust
is an open-end, management investment company registered under the 1940 Act; WT
Trust has authorized capital consisting of unlimited shares of beneficial
interest, par value $.01 per share, of which it has allocated an unlimited
number of shares to the WT Master Series; and the WT Master Series is duly
organized and a validly existing series of WT Trust;
WHEREAS, WT Mutual Fund is a business trust organized under
Delaware law and an Agreement and Declaration of Trust dated July 19, 1994; WT
Mutual Fund is an open-end, management investment company registered under the
1940 Act; WT Mutual Fund has authorized capital consisting of unlimited shares
of beneficial interest, par value $.01 per share, of which it has allocated an
unlimited number of shares to the WT Feeder Portfolio; and the WT Feeder
Portfolio is duly organized and a validly existing series of WT Mutual Fund; and
WHEREAS, WT Trust and WT Mutual Fund together operate in a
master/feeder fund arrangement whereby each series of WT Mutual Fund is a feeder
fund investing substantially all of its assets in a corresponding series of WT
Trust,
NOW, THEREFORE, in consideration of the mutual premises and of
the covenants and agreements hereinafter set forth, the parties hereto agree at
the Effective Time (as defined in Section 10 of this Agreement) to effect (i)
the transfer of all the assets of the RS
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Portfolio to the WT Feeder Portfolio solely in exchange for (a) the assumption
by the WT Feeder Portfolio of all or substantially all of the liabilities of the
RS Portfolio and (b) shares of equal value of the WT Feeder Portfolio, (ii) the
distribution of such shares of WT Feeder Portfolio to the holders of shares of
the RS Portfolio in liquidation of the RS Portfolio and (iii) the transfer by
the WT Feeder Portfolio of the assets and liabilities referenced in clause (i)
above to WT Master Series solely in exchange for shares of beneficial interest
of WT Master Series on the terms and conditions hereinafter set forth. For
convenience, the shares of WT Feeder Portfolio that are given in exchange for
the assets of the RS Portfolio are referred to hereinafter as the "WT Feeder
Shares," and the shares of WT Master Series that are given to WT Feeder
Portfolios in exchange for assets and liabilities are referred to hereinafter as
the WT Master Shares. The parties hereto covenant and agree as follows:
1. TRANSFER OF ASSETS AND LIABILITIES BY RS PORTFOLIO.
(a) At the Effective Time, the RS Portfolio will assign,
deliver and otherwise transfer all of its assets and good and marketable title
thereto, free and clear of all liens, encumbrances and adverse claims except as
provided in this Agreement, and assign all or substantially all of its
liabilities as are set forth in a statement of assets and liabilities, to be
prepared as of the Effective Time (the "Statement of Assets and Liabilities") to
the WT Feeder Portfolio, and the WT Feeder Portfolio shall acquire all such
assets, and shall assume all such liabilities of the RS Portfolio, in exchange
for delivery to the RS Portfolio of a number of WT Feeder Shares (both full and
fractional) equivalent in number and value to the RS Portfolio Shares
outstanding immediately prior to the Effective Time. The assets and stated
liabilities of the RS Portfolio, to be transferred shall be set forth in the
Statement of Assets and Liabilities attached hereto as Exhibit A.
(b) The assets of the RS Portfolio to be transferred pursuant
to this Section 1 shall include, without limitation, all cash, cash equivalents,
securities, receivables (including interest and dividends receivable) as set
forth in the Statement of Assets and Liabilities, as well as any claims or
rights of action or rights to register shares under applicable securities laws,
any books or records of the RS Portfolio and other property owned by the RS
Portfolio at the Effective Time.
2. TRANSFER OF ASSETS AND LIABILITIES TO MASTER FUND.
Immediately upon the transfer of assets pursuant to Section 1
of this Agreement, WT Feeder Portfolio will assign, deliver and otherwise
transfer all of its assets and good and marketable title thereto, free and clear
of all liens, encumbrances and adverse claims except as provided in this
Agreement, and assign all or substantially all of its liabilities to the WT
Master Series, and the WT Master Series shall acquire all such assets, and shall
assume all such liabilities of the WT Feeder Portfolio, in exchange for delivery
to the WT Feeder Portfolio of a number of WT Master Shares (both full and
fractional) equivalent in aggregate value to the WT Feeder Shares outstanding
immediately prior to such transfer.
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(a) The assets of the WT Feeder Portfolio to be transferred
pursuant to this Section 2 shall include, without limitation, all cash, cash
equivalents, securities, receivables (including interest and dividends
receivable), as well as any claims or rights of action or rights to register
shares under applicable securities laws.
(b) Approval of this Agreement by the shareholders of the RS
Portfolio [other than Rodney Square Large Cap Value Equity Portfolio and Rodney
Square Large Cap Growth Equity Portfolio] shall be deemed to authorize and
direct the Board of Trustees of RS Fund to execute a form of shareholder consent
approving the Investment Advisory Agreement between the WT Master Series and
[WTC/RSM/CRM/Roxbury] Advisers [, the sub-advisory agreement between WTC and
each of Clemente Capital Inc., Invista Capital Management, Inc., and Scudder
Kemper Investments, Inc. with respect to Wilmington International Multi-Manager
Series] and the selection of the firm of Ernst & Young LLP to serve as the
independent auditors for WT Feeder Portfolio and WT Master Series for the fiscal
year ending June 30, 2000.
3. LIQUIDATION OF THE RS PORTFOLIO.
Promptly after the Effective Time, the RS Portfolio will
liquidate, and the WT Feeder Shares (both full and fractional) which were
acquired by the RS Portfolio pursuant to Section 1 of this Agreement will be
distributed to the shareholders of record of the RS Portfolio as of the
Effective Time in exchange for their respective RS Portfolio shares and in
complete liquidation of the RS Portfolio. Each shareholder of the RS Portfolio
will receive a number of WT Feeder Shares equal in number and value to the RS
Portfolio shares held by that shareholder, and each RS Portfolio share and WT
Feeder Share will be of equivalent net asset value per share. Such liquidation
and distribution will be accompanied by the establishment of an open account on
the share records of the WT Feeder Portfolio in the name of each shareholder of
record of the RS Portfolio and representing the respective number of WT Feeder
Shares due such shareholder. As soon as practicable after the Effective Time,
the RS Fund shall take all steps as shall be necessary and proper to effect a
complete termination of the RS Portfolio pursuant to the laws of Massachusetts.
After the Effective Time, the RS Portfolio shall not conduct any business except
in connection with its liquidation.
4. REPRESENTATIONS AND WARRANTIES OF WT MASTER SERIES.
WT Trust represents and warrants to the RS Portfolio and the
WT Feeder Portfolio as follows:
(a) ORGANIZATION, EXISTENCE, ETC. WT Trust is a business
trust duly organized, validly existing and in good standing under the laws of
the State of Delaware and has the power to carry on its business as it is now
being conducted.
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(b) REGISTRATION AS INVESTMENT COMPANY. WT Trust has filed
registration and other forms to be registered under the 1940 Act as an open-end
management investment company; as of the Effective Time such registration shall
be in effect and shall not have been revoked or rescinded.
(c) FINANCIAL STATEMENTS. The audited financial statements of
WT Trust, dated as of June 30, 1999, which will be delivered to the RS Portfolio
and WT Feeder Portfolio at the Effective Time, fairly present the financial
position of the WT Trust as of the date thereof, and since June 30, 1999, there
has not been any material adverse change in the WT Trust's financial condition,
assets, liabilities or business other than changes occurring in the ordinary
course of its business.
(d) SHARES TO BE ISSUED UPON REORGANIZATION. The WT Master
Shares to be issued in connection with the Reorganization have been duly
authorized and upon consummation of the Reorganization as contemplated herein
will be validly issued, fully paid and nonassessable and exempt from
registration or qualification under the Securities Act of 1933 and the
securities laws of each state or other jurisdiction in which such shares have
been or are being offered for sale.
(e) AUTHORITY RELATIVE TO THIS AGREEMENT. WT Trust, on behalf
of the WT Master Series, has the power to enter into this Agreement and to carry
out its obligations hereunder. The execution, delivery and performance of this
Agreement, and the consummation of the transactions contemplated hereby, have
been duly authorized by WT Trust's Board of
(f) Trustees, and no other proceedings by the WT Trust are
necessary to authorize its officers to effectuate this Agreement and the
transactions contemplated hereby. The WT Master Series is not a party to or
obligated under any charter, by-law, indenture or contract provision or any
other commitment or obligation, or subject to any order or decree, which would
be violated by its executing and carrying out this Agreement.
(g) LIABILITIES. There are no liabilities of the WT Master
Series, whether or not determined or determinable, other than liabilities
previously disclosed to the RS Portfolio and WT Feeder Portfolio, none of which
will be materially adverse to the business, assets or results of operations of
the WT Master Series. The WT Trust's Registration Statement does not contain any
untrue statement of a material fact required to be stated therein or make the
statements therein not misleading.
(h) LITIGATION. Except as previously disclosed to the RS
Portfolio and WT Feeder Portfolio, there are no claims, actions, suits or
proceedings pending or, to the actual knowledge of WT Trust, threatened which
would materially adversely affect the WT Master Series or its assets or business
or which would prevent or hinder in any material respect consummation of the
transactions contemplated hereby.
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(i) CONTRACTS. Except for contracts and agreements disclosed
to the RS Portfolio and WT Feeder Portfolio, under which no default exists, and
the agreements pertaining to the conduct of the business of the WT Master Series
identified in Schedule 4(h), attached hereto, which are to be approved in
connection with this Reorganization, the WT Master Series is not a party to or
subject to any material contract, debt instrument, plan, lease, franchise,
license or permit of any kind or nature whatsoever.
(j) TAXES. As of the Effective Time, all Federal and other
tax returns and reports of the WT Master Series required by law to have been
filed shall have been filed, and all other taxes shall have been paid so far as
due, or provision shall have been made for the payment thereof, and to the best
of the WT Trust's knowledge, no such return is currently under audit and no
assessment has been asserted with respect to any of such returns.
5. REPRESENTATIONS AND WARRANTIES OF WT FEEDER PORTFOLIO.
WT Mutual Fund represents and warrants to the RS Portfolio
and WT Master Series as follows:
(a) ORGANIZATION, EXISTENCE, ETC. WT Mutual Fund is a
business trust duly organized, validly existing and in good standing under the
laws of the State of Delaware and has the power to carry on its business as it
is now being conducted.
(b) REGISTRATION AS INVESTMENT COMPANY. WT Mutual Fund has
filed registration and other forms to be registered under the 1940 Act as an
open-end management investment company; as of the Effective Time such
registration shall be in effect and shall not have been revoked or rescinded.
(c) FINANCIAL STATEMENTS. The audited financial statements of
WT Mutual Fund, dated as of June 30, 1999, which will be delivered to the RS
Portfolio and WT Master Series as of the Effective Time, fairly present the
financial position of the WT Mutual Fund as of the date thereof and since June
30, 1999, there has not been any material adverse change in the WT Mutual Fund's
financial condition, assets, liabilities or business other than changes
occurring in the ordinary course of its business.
(d) SHARES TO BE ISSUED UPON REORGANIZATION. The WT Feeder
Shares to be issued in connection with the Reorganization have been duly
authorized and upon consummation of the Reorganization as contemplated herein
will be validly issued, fully paid and nonassessable. The WT Feeder Shares that
will be distributed to the RS Portfolio shareholders pursuant to Section 3 shall
be duly registered under the Securities Act of 1933 and will be duly registered,
qualified or are exempt from registration or qualification under the securities
laws of each state or other jurisdiction in which such shares have been or are
being offered for sale.
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(e) AUTHORITY RELATIVE TO THIS AGREEMENT. WT Mutual Fund, on
behalf of the WT Feeder Portfolio, has the power to enter into this Agreement
and to carry out its obligations hereunder. The execution, delivery and
performance of this Agreement, and the consummation of the transactions
contemplated hereby, have been duly authorized by WT Mutual Fund's Board of
Trustees, and no other proceedings by the WT Trust are necessary to authorize
its officers to effectuate this Agreement and the transactions contemplated
hereby. The WT Feeder Portfolio is not a party to or obligated under any
charter, by-law, indenture or contract provision or any other commitment or
obligation, or subject to any order or decree, which would be violated by its
executing and carrying out this Agreement.
(f) LIABILITIES. There are no liabilities of the WT Feeder
Portfolio, whether or not determined or determinable, other than liabilities
previously disclosed to the RS Portfolio and WT Master Series, none of which
will be materially adverse to the business, assets or results of operations of
the WT Feeder Portfolio. WT Mutual Fund's Registration Statement does not
contain any untrue statement of a material fact required to be stated therein or
make the statements therein not misleading.
(g) LITIGATION. Except as previously disclosed to the RS
Portfolio and WT Master Series, there are no claims, actions, suits or
proceedings pending or, to the actual knowledge of WT Mutual Fund, threatened
which would materially adversely affect the WT Feeder Portfolio or its assets or
business or which would prevent or hinder in any material respect consummation
of the transactions contemplated hereby.
(h) CONTRACTS. Except for contracts and agreements disclosed
to the RS Portfolio and WT Master Series, under which no default exists, and the
agreements pertaining to the conduct of the business of the WT Feeder Portfolio
identified in Schedule 5(h) attached hereto, which are to be approved in
connection with this Reorganization, the WT Feeder Portfolio is not a party to
or subject to any material contract, debt instrument, plan, lease, franchise,
license or permit of any kind or nature whatsoever.
(i) TAXES. As of the Effective Time, all Federal and other
tax returns and reports of the WT Feeder Portfolio required by law to have been
filed shall have been filed, and all other taxes shall have been paid so far as
due, or provision shall have been made for the payment thereof, and to the best
of WT Mutual Fund's knowledge, no such return is currently under audit and no
assessment has been asserted with respect to any of such returns.
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6. REPRESENTATIONS AND WARRANTIES OF THE RS PORTFOLIO.
The RS Fund represents and warrants to the WT Master Series
and WT Feeder Portfolio as follows:
(a) ORGANIZATION, EXISTENCE, ETC. The RS Fund is a business
trust duly organized, validly existing and in good standing under the laws of
Massachusetts and has the power to carry on its business as it is now being
conducted.
(b) REGISTRATION AS INVESTMENT COMPANY. RS Fund is registered
under the 1940 Act as an open end management investment company; and such
registration has not been revoked or rescinded and is in full force and effect.
(c) FINANCIAL STATEMENTS. The audited financial statements of
the RS Fund relating to the RS Portfolio for the fiscal year ended June 30,
1999, as delivered to the WT Master Series and WT Feeder Portfolio, fairly
represent the financial position of the RS Portfolio as of the date thereof, and
since June 30, 1999, there has not been any material adverse change in the RS
Portfolio's financial condition, assets, liabilities or business other than
changes occurring in the ordinary course of its business.
(d) MARKETABLE TITLE TO ASSETS. The RS Portfolio will have at
the Effective Time, good and marketable title to, and full right, power and
authority to sell, assign, transfer and deliver, the assets to be transferred to
the WT Feeder Portfolio. Upon delivery and payment for such assets, the WT
Feeder Portfolio will have good and marketable title thereto without restriction
on the transfer thereof free and clear of all liens, encumbrances and adverse
claims.
(e) AUTHORITY RELATIVE TO THIS AGREEMENT. RS Fund, on behalf
of the RS Portfolio, has the power to enter into this Agreement and to carry out
its obligations hereunder. The execution, delivery and performance of this
Agreement, and the consummation of the transactions contemplated hereby, have
been duly authorized by RS Fund's Board of Trustees, and other than approval by
the shareholders of the RS Portfolio who shall be entitled to vote on such
actions, no other proceedings by the RS Fund are necessary to authorize its
officers to effectuate this Agreement and the transactions contemplated hereby.
The RS Portfolio is not a party to or obligated under any charter, by-law,
indenture or contract provision or any other commitment or obligation, or
subject to any order or decree, which would be violated by its executing and
carrying out this Agreement.
(f) LIABILITIES. There are no liabilities of the RS
Portfolio, whether or not determined or determinable, other than liabilities
disclosed or provided for in the RS Portfolio's financial statements referenced
in Section 6(c) hereof, and liabilities incurred in the ordinary course of
business subsequent to June 30, 1999, or otherwise previously disclosed to the
WT Master Series and WT Feeder Portfolio, none of which has been materially
adverse to the
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business, assets or results of operations of the RS Portfolio. RS Fund's
registration statement, which is on file with the Securities and Exchange
Commission, does not contain any untrue statement of a material fact required to
be stated therein or necessary to make the statements therein not misleading.
(g) LITIGATION. Except as previously disclosed to the WT
Master Series and WT Feeder Portfolio, there are no claims, actions, suits or
proceedings pending or, to the knowledge of the RS Fund, threatened which would
materially adversely affect the RS Portfolio or its assets or business or which
would prevent or hinder in any material respect consummation of the transactions
contemplated hereby.
(h) CONTRACTS. Except for contracts and agreements disclosed
to the WT Master Series and WT Feeder Portfolio, under which no default exists,
the RS Portfolio is not a party to or subject to any material contract, debt
instrument, plan, lease, franchise, license or permit of any kind or nature
whatsoever.
(i) TAXES. As of the Effective Time, all Federal and other
tax returns and reports of the RS Portfolio required by law to have been filed
shall have been filed, and all other taxes shall have been paid so far as due,
or provision shall have been made for the payment thereof, and to the best of
the RS Fund's knowledge, no such return is currently under audit and no
assessment has been asserted with respect to any of such returns.
7. CONDITIONS PRECEDENT TO OBLIGATIONS OF THE WT MASTER SERIES
AND WT FEEDER PORTFOLIO.
(a) All representations and warranties of the RS Portfolio
contained in this Agreement shall be true and correct in all material respects
as of the date hereof and, except as they may be affected by the transactions
contemplated by this Agreement, as of the Effective Time, with the same force
and effect as if made on and as of the Effective Time.
(b) The WT Master Series and WT Feeder Portfolio shall have
received an opinion of qualified counsel, dated as of the Effective Time,
addressed to and in form and substance satisfactory to counsel for the WT Master
Series and WT Feeder Portfolio, to the effect that (i) the RS Portfolio is duly
organized and validly existing as a series of RS Fund under the laws of the
Commonwealth of Massachusetts; (ii) RS Fund is an open-end management investment
company registered under the 1940 Act; (iii) this Agreement and the
Reorganization provided for herein and the execution of this Agreement have been
duly authorized and approved by all requisite action of the RS Fund, on behalf
of the RS Portfolio, and this Agreement has been duly executed and delivered by
the RS Fund on behalf of the RS Portfolio and is a valid and binding obligation
of the RS Fund, on behalf of the RS Portfolio, subject to applicable bankruptcy,
insolvency, fraudulent conveyance and similar laws or court decisions regarding
enforcement of creditors' rights generally; and (iv) to the best of counsel's
knowledge after reasonable inquiry, no consent, approval, order or other
authorization of any Federal or state
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court or administrative or regulatory agency is required for the RS Portfolio to
enter into this Agreement or carry out its terms that has not been obtained
other than where the failure to obtain any such consent, approval, order or
authorization would not have a material adverse effect on the operations of the
WT Feeder Portfolio or WT Master Series.
(c) The RS Portfolio shall have delivered to the WT Feeder
Portfolio at the Effective Time the RS Portfolio's Statement of Assets and
Liabilities, prepared in accordance with generally accepted accounting
principles consistently applied, together with a certificate of the Treasurer of
the RS Portfolio as to the aggregate asset value of the RS Portfolio's portfolio
securities.
8. CONDITIONS PRECEDENT TO OBLIGATIONS OF THE RS PORTFOLIO.
(a) All representations and warranties of the WT Master
Series and WT Feeder Portfolio contained in this Agreement shall be true and
correct in all material respects as of the date hereof and, except as they may
be affected by the transactions contemplated by this Agreement, as of the
Effective Time, with the same force and effect as if made on and as of the
Effective Time.
(b) The RS Portfolio shall have received an opinion of
qualified counsel, dated as of the Effective Time, addressed to and in form and
substance satisfactory to counsel for the RS Portfolio, to the effect that: (i)
WT Master Series is duly organized and a validly existing series of WT Trust and
WT Feeder Portfolio is duly organized and a validly existing series of WT Mutual
Fund under the laws of the State of Delaware; (ii) WT Trust and WT Mutual Fund
are each open-end management investment companies registered under the 1940 Act;
(iii) this Agreement and the Reorganization provided for herein and the
execution of this Agreement have been duly authorized and approved by all
requisite action of the WT Master Series and WT Feeder Portfolio and this
Agreement has been duly executed and delivered by the WT Trust and WT Mutual
Fund and is a valid and binding obligation of the WT Master Series and WT Feeder
Portfolio, subject to applicable bankruptcy, insolvency, fraudulent conveyance
and similar laws or court decisions regarding enforcement of creditors' rights
generally; (iv) to the best of counsel's knowledge, no consent, approval, order
or other authorization of any Federal or state court or administrative or
regulatory agency is required for the WT Master Series or WT Feeder Portfolio to
enter into this Agreement or carry out its terms that has not already been
obtained, other than where the failure to obtain any such consent, approval,
order or authorization would not have a material adverse effect on the
operations of the WT Master Series or WT Feeder Portfolio; and (v) the WT Master
Shares and WT Feeder Shares to be issued in the Reorganization have been duly
authorized and upon issuance thereof in accordance with this Agreement will be
validly issued, fully paid and nonassessable.
(c) WT Feeder Portfolio shall have delivered to the RS
Portfolio at the Effective Time, a certificate of its Treasurer as to the value
of the aggregate assets of the WT Feeder Portfolio, if any.
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9. FURTHER CONDITIONS PRECEDENT TO OBLIGATIONS OF THE RS
PORTFOLIO, WT MASTER SERIES AND WT FEEDER PORTFOLIO.
The obligations of the RS Portfolio, WT Master Series and WT
Feeder Portfolio to effectuate this Agreement shall be subject to the
satisfaction of each of the following conditions:
(a) Such authority from the United States Securities and
Exchange Commission (the "SEC") and state securities commissions as may be
necessary, in the opinion of the parties and their counsel, to permit the
parties to carry out the transactions contemplated by this Agreement shall have
been received.
(b) The Registration Statements on Form N-1A of WT Trust and
WT Mutual Fund shall be effective under the Securities Act of 1933, as amended
(the "1933 Act"), and, to the best knowledge of each such fund, such
effectiveness shall not be suspended and no investigation or proceeding for that
purpose shall have been instituted or be pending, threatened or contemplated
under the 1933 Act.
(c) The RS Portfolio, WT Master Series and WT Feeder
Portfolio shall have received on or before the Effective Time an opinion of
counsel satisfactory to the RS Portfolio, WT Master Series and WT Feeder
Portfolio which opinion will be based on current law and normal and customary
assumptions and representations, substantially to the effect that for Federal
income tax purposes:
(1) The transactions described in Sections 1 and 3 of
this Agreement will constitute a reorganization as defined in Section 368(a) of
the Internal Revenue Code of 1986, as amended;
(2) No gain or loss will be recognized to the RS
Portfolio upon the transfer of its assets in exchange solely for the WT Feeder
Shares and the assumption by the WT Feeder Portfolio of the corresponding RS
Portfolio's stated liabilities;
(3) No gain or loss will be recognized by the WT Feeder
Portfolio or the WT Master Series on its receipt of the WT Feeder Fund's assets
in exchange for the WT Master Shares and the assumption by the WT Master Series
of the WT Feeder Portfolio's liabilities;
(4) The basis of the RS Portfolio's assets in the WT
Master Series' hands will be the same as the basis of those assets in the RS
Portfolio's hands immediately before the reorganization;
(5) The WT Master Series' holding period for the assets
transferred by the WT Feeder Portfolio will include the holding period of those
assets in the RS Portfolio's hands and the holding period of those assets in the
WT Feeder Portfolio's hands immediately before the reorganization;
(6) No gain or loss will be recognized to the RS
Portfolio on the distribution of the WT Feeder Shares to the RS Portfolio's
shareholders in exchange solely for their RS Portfolio shares;
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(7) No gain or loss will be recognized to the RS
Portfolio's shareholders as a result of the RS Portfolio's distribution of WT
Feeder Shares to the RS Portfolio's shareholders in exchange solely for their
shares of the RS Portfolio's stock;
(8) The basis of the WT Feeder Shares received by a RS
Portfolio shareholder will be the same as the adjusted basis of that
shareholder's RS Portfolio shares surrendered in exchange therefor; and
(9) The holding period of the WT Feeder Shares received
by the RS Portfolio's shareholders will include the holding period of the shares
of the RS Portfolio exchanged therefor, provided that said RS Portfolio shares
were held as capital assets on the date of the conversion.
(d) A vote approving this Agreement and the Reorganization
contemplated hereby shall have been adopted by at least a majority of the
outstanding shares of the RS Portfolio entitled to vote at a special meeting of
shareholders.
(e) The Boards of WT Trust and WT Mutual Fund, at meetings
duly called for such purpose, shall have authorized the issuance of the WT
Master Shares and WT Feeder Shares, respectively, at the Effective Time in
accordance with this Agreement.
(f) Shareholders shall have authorized the RS Fund Board of
Trustees to vote to approve the Investment Advisory Agreement between the WT
Master Series and [WTC/RSMC/CRM/Roxbury] Advisors and the Board of [RS ___ Fund]
shall have executed a consent for such purpose.
10. EFFECTIVE TIME OF THE REORGANIZATION.
The exchange of the RS Portfolio's assets for WT Feeder
Shares and the subsequent exchange of the WT Feeder Portfolio's assets for WT
Master Shares shall be effective as of the close of business on
__________________, 1999, or at such other time and date as fixed by the mutual
consent of the parties (the "Effective Time").
11. TERMINATION.
This Agreement and the transactions contemplated hereby may
be terminated and abandoned without penalty by resolution of the Board of
Trustees of RS Fund, WT Trust or WT Mutual Fund at any time prior to the
Effective Time, if circumstances should develop that, in the opinion of such
Board, make proceeding with the Agreement inadvisable.
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12. AMENDMENT AND WAIVER.
This Agreement may be amended, modified or supplemented in
such manner as may be mutually agreed upon in writing by the parties; PROVIDED,
that no such amendment may have the effect of changing the provisions for
determining the number or value of WT Feeder Shares to be paid to the RS
Portfolio's shareholders under this Agreement to the detriment of the RS
Portfolio's shareholders without their further approval. Furthermore, either
party may waive any breach by the other party or the failure to satisfy any of
the conditions to its obligations (such waiver to be in writing and authorized
by the President or any Vice President of the waiving party with or without the
approval of such party's shareholders).
13. GOVERNING LAW.
This Agreement shall be governed and construed in accordance
with the laws of the State of Delaware.
14. NOTICES.
Any notice, report, statement or demand required or permitted
by any provision of this Agreement shall be in writing and shall be given by
prepaid telegraph, telecopy, certified mail, internet or overnight express
courier addressed as follows:
if to the RS Fund:
c/o Wilmington Trust Company
1100 North Market Street
Wilmington, DE 19890-0001
Attention: Robert J. Christian
if to WT Mutual Fund or WT Trust:
c/o Wilmington Trust Company
1100 North Market Street
Wilmington, DE 19890-0001
Attention: Robert J. Christian
with a copy to:
Joseph V. Del Raso, Esq.
Pepper Hamilton LLP
3000 Two Logan Square
Philadelphia, PA 19103
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15. FEES AND EXPENSES.
(a) The RS Portfolio, WT Master Series and WT Feeder
Portfolio each represent and warrant to the other that there are no brokers or
finders entitled to receive any payments in connection with the transactions
provided for herein.
(b) Except as otherwise provided for herein, all expenses of
the transactions contemplated by this Agreement shall be incurred by RS
Portfolio, WT Master Series and WT Feeder Portfolio. Such expenses include,
without limitation, (i) expenses incurred in connection with the entering into
and the carrying out of the provisions of this Agreement; (ii) expenses
associated with the preparation and filing of the Proxy Statement under the
Securities Exchange Act of 1934, as amended; (iii) fees and expenses of
preparing and filing such forms as are necessary to comply with applicable state
securities laws; (iv) postage; (v) printing; (vi) accounting fees; (vii) legal
fees; and (viii) solicitation costs of the transaction. The WT Feeder Portfolio
shall pay its own federal securities law registration fees and any fees required
under state securities laws.
16. HEADINGS, COUNTERPARTS, ASSIGNMENT.
(a) The article and paragraph headings contained in this
Agreement are for reference purposes only and shall not effect in any way the
meaning or interpretation of this Agreement.
(b) This Agreement may be executed in any number of
counterparts, each of which shall be deemed an original.
(c) This Agreement shall be binding upon and inure to the
benefit of the parties hereto and their respective successors and assigns, but
no assignment or transfer hereof or of any rights or obligations hereunder shall
be made by any party without the written consent of the other party. Nothing
herein expressed or implied is intended or shall be construed to confer upon or
give any person, firm or corporation other than the parties hereto and their
respective successors and assigns any rights or remedies under or by reason of
this Agreement.
17. ENTIRE AGREEMENT.
Each of WT Master Series, WT Feeder Portfolio and the RS
Portfolio agree that no party has made any representation, warranty or covenant
not set forth herein and that this Agreement constitutes the entire agreement
between the parties. The representations, warranties and covenants contained
herein or in any document delivered pursuant hereto or in connection herewith
shall survive the consummation of the transactions contemplated hereunder.
A-13
<PAGE>
18. FURTHER ASSURANCES.
Each of WT Master Series, WT Feeder Portfolio and the RS
Portfolio shall take such further action as may be necessary or desirable and
proper to consummate the transactions contemplated hereby.
19. BINDING NATURE OF AGREEMENT.
As provided in each fund's charter documents, this Agreement
was executed by the undersigned officers of RS Fund, WT Trust and WT Mutual
Fund, on behalf of each of the RS Portfolio, WT Master Series and WT Feeder
Portfolio, respectively, as officers and not individually, and the obligations
of this Agreement are not binding upon the undersigned officers individually,
but are binding only upon the assets and property of each corporation. Moreover,
no series of a business trust shall be liable for the obligations of any other
series of that business trust.
A-14
<PAGE>
IN WITNESS WHEREOF, the parties hereto have executed this
Agreement as of the date first written above.
Attest: [Rodney Square Fund, on behalf of
its series, the ___ Portfolio]
- -------------------------- --------------------------------------
Attest: WT Investment Trust I, on behalf of
its series, the WT ___ Series
- -------------------------- --------------------------------------
Attest: WT Mutual Fund, on behalf of
its series, the WT ___ Portfolio
- -------------------------- --------------------------------------
A-15
<PAGE>
EXHIBIT B
INVESTMENT ADVISORY AGREEMENT
BETWEEN
WT INVESTMENT TRUST I
AND
[INVESTMENT ADVISER]
AGREEMENT made this day of October, 1999, by and between WT
Investment Trust I, a Delaware business trust (hereinafter called the "Fund"),
and [ ], a corporation organized under the laws of the state of ________________
(hereinafter called the "Adviser").
WHEREAS, the Fund is registered under the Investment Company
Act of 1940, as amended (the "1940 Act"), as an open-end management investment
company, and offers for sale distinct series of shares of beneficial interest
(the "Series"), each corresponding to a distinct portfolio; and
WHEREAS, the Fund desires to avail itself of the services,
information, advice, assistance and facilities of an investment adviser on
behalf of one or more Series of the Fund, and to have that investment adviser
provide or perform for the Series various research, statistical and investment
services; and
WHEREAS, the Adviser is willing to furnish such services to
the Fund with respect to each of the Series listed on Schedule A to this
Agreement on the terms and conditions hereinafter set forth;
NOW, THEREFORE, in consideration of the promises and the
mutual covenants herein contained, it is agreed between the parties as follows:
1. EMPLOYMENT OF THE ADVISER. The Fund hereby employs the
Adviser to invest and reinvest the assets of the Series in the manner set forth
in Section 2 of this Agreement subject to the direction of the Trustees and the
officers of the Fund, for the period, in the manner, and on the terms set forth
hereinafter. The Adviser hereby accepts such employment and agrees during such
period to render the services and to assume the obligations herein set forth.
The Adviser shall for all purposes herein be deemed to be an independent
contractor and shall, except as expressly provided or authorized (whether herein
or otherwise), have no authority to act for or represent the Fund in any way or
otherwise be deemed an agent of the Fund.
2. OBLIGATIONS OF, AND SERVICES TO BE PROVIDED BY, THE
ADVISER. The Adviser undertakes to provide the services hereinafter set forth
and to assume the following obligations:
B-1
<PAGE>
A. INVESTMENT ADVISORY SERVICES.
(i) The Adviser shall direct the investments of each
Series, subject to and in accordance with the Series' investment objective,
policies and limitations as provided in its Prospectus and Statement of
Additional Information (the "Prospectus") and other governing instruments, as
amended from time to time, and any other directions and policies which the
Trustees may issue to the Adviser from time to time.
(ii) The Adviser is authorized, in its discretion and
without prior consultation with the Fund, to purchase and sell for each Series,
securities and other investments consistent with the Series' objectives and
policies.
B. CORPORATE MANAGEMENT SERVICES.
(i) The Adviser shall furnish for the use of the Fund
office space and all office facilities, equipment and personnel necessary for
servicing the investments of the Fund.
(ii) The Adviser shall pay the salaries of all
personnel of the Fund and the Adviser performing services relating to research,
statistical and investment activities on behalf of the Fund.
C. PROVISION OF INFORMATION NECESSARY FOR PREPARATION OF
REGISTRATION STATEMENT, AMENDMENTS AND OTHER MATERIALS. The Adviser will make
available and provide such information as the Fund and/or its administrator may
reasonably request for use in the preparation of its registration statement,
reports and other documents required by any applicable federal, foreign or state
statutes or regulations.
D. CODE OF ETHICS. The Adviser has adopted a written code
of ethics complying with the requirements of Rule 17j-1 under the 1940 Act and
Section 204A of the Investment Advisers Act of 1940 and will provide the Fund
and its administrator, on the date of this Agreement, a copy of the code of
ethics. Within forty-five (45) days of the end of the last calendar quarter of
each year while this Agreement is in effect, an executive officer of the Adviser
shall certify to the Trustees that the Adviser has complied with the
requirements of Rule 17j-1 and Section 204A during the previous year and that
there has been no violation of the Adviser's code of ethics or, if such a
violation has occurred, that appropriate action was taken in response to such
violation. Upon the written request of the Fund or its administrator, the
Adviser shall permit the Fund or its administrator to examine the reports
required to be made to the Adviser by Rule 17j-l(c)(l).
E. DISQUALIFICATION. The Adviser shall immediately notify
the Trustees of the occurrence of any event which would disqualify the Adviser
from serving as an investment adviser of an investment company pursuant to
Section 9 of the 1940 Act or any other applicable statute or regulation.
B-2
<PAGE>
F. OTHER OBLIGATIONS AND SERVICES. The Adviser shall make
its officers and employees available to the Trustees and officers of the Fund
for consultation and discussion regarding the management of each Series and its
investment activities.
3. EXECUTION AND ALLOCATION OF PORTFOLIO BROKERAGE.
A. The Adviser, subject to the control and direction of
the Trustees, shall have authority and discretion to select brokers and dealers
to execute portfolio transactions for each Series, and for the selection of the
markets on or in which the transactions will be executed.
B. In acting pursuant to Section 3A, the Adviser will
place orders through such brokers or dealers in conformity with the portfolio
transaction policies set forth in the Fund's registration statement.
C. It is understood that neither the Fund nor the Adviser
will adopt a formula for allocation of a Series' brokerage.
D. It is understood that the Adviser may, to the extent
permitted by applicable laws and regulations, aggregate securities to be sold or
purchased for any Series and for other clients of the Adviser in order to obtain
the most favorable price and efficient execution. In that event, allocation of
the securities purchased or sold, as well as expenses incurred in the
transaction, will be made by the Adviser in the manner it considers to be the
most equitable and consistent with its fiduciary obligations to the Fund and to
its other clients.
E. It is understood that the Adviser may, in its
discretion, use brokers who provide a Series with research, analysis, advice and
similar services to execute portfolio transactions on behalf of the Series, and
the Adviser may pay to those brokers in return for brokerage and research
services a higher commission than may be charged by other brokers, subject to
the Adviser determining in good faith that such commission is reasonable in
terms either of the particular transaction or of the overall responsibility of
the Adviser to the Series and its other clients and that the total commissions
paid by such Series will be reasonable in relation to the benefits to the Series
over the long term.
F. It is understood that the Adviser may use brokers who
(i) are affiliated with the Adviser provided that no such broker will be
utilized in any transaction in which such broker acts as principal; and (ii) the
commissions, fees or other remuneration received by such brokers is reasonable
and fair compared to the commissions fees or other remuneration paid to other
brokers in connection with comparable transactions involving similar securities
being purchased or sold during a comparable period of time.
G. The Adviser shall provide such reports as the Trustees
may reasonably request with respect to each Series' total brokerage and
portfolio transaction activities and the manner in which that business was
allocated.
B-3
<PAGE>
4. DELEGATION OF ADVISER'S OBLIGATIONS AND SERVICES. With
respect to any or all Series, the Adviser may enter into one or more contracts
("Sub-Advisory Agreement") with a sub-adviser in which the Adviser delegates to
such sub-adviser any or all of its obligations or services specified in Section
2 of this Agreement, provided that each Sub-Advisory Agreement imposes on the
sub-adviser bound thereby all the duties and conditions the Adviser is subject
to under this Agreement, and further provided that each Sub-Advisory Agreement
meets all requirements of the 1940 Act and rules thereunder.
5. EXPENSES OF THE FUND. It is understood that the Fund will
pay all its expenses other than those expressly stated to be payable by the
Adviser hereunder, which expenses payable by the Fund shall include, without
limitation:
A. fees payable for administrative services;
B. fees payable for accounting services;
C. the cost of obtaining quotations for calculating the
value of the assets of each Series;
D. interest and taxes;
E. brokerage commissions, dealer spreads and other costs
in connection with the purchase or sale of securities;
F. compensation and expenses of its Trustees other than
those who are "interested persons" of the Fund within the meaning of the 1940
Act;
G. legal and audit expenses;
H. fees and expenses related to the registration and
qualification of the Fund and its shares for distribution under state and
federal securities laws;
I. expenses of typesetting, printing and mailing reports,
notices and proxy material to shareholders of the Fund;
J. all other expenses incidental to holding meetings of
the Fund's shareholders, including proxy solicitations therefor;
K. premiums for fidelity bond and other insurance
coverage;
L. the Fund's association membership dues;
B-4
<PAGE>
M. expenses of typesetting for printing Prospectuses;
N. expenses of printing and distributing Prospectuses to
existing shareholders;
O. out-of-pocket expenses incurred in connection with the
provision of custodial and transfer agency service;
P. service fees payable by each Series to the distributor
for providing personal services to the shareholders of each Series and for
maintaining shareholder accounts for those shareholders;
Q. distribution fees; and
R. such non-recurring expenses as may arise, including
costs arising from threatened legal actions, suits and proceedings to which the
Fund is a party and the legal obligation which the Fund may have to indemnify
its Trustees and officers with respect thereto.
6. COMPENSATION OF THE ADVISER. For the services and
facilities to be furnished hereunder, the Adviser shall receive advisory fees
calculated at the annual rates listed along with each Series' name in Schedule B
attached hereto. The aggregate of such advisory fees for all Series shall be
payable monthly as soon as practicable after the last day of each month based on
each Series' average daily net assets.
7. ACTIVITIES AND AFFILIATES OF THE ADVISER.
A. The services of the Adviser to the Fund are not to be
deemed exclusive, and the Adviser is free to render services to others and
engage in other activities; provided, however, that such other services and
activities do not, during the term of this Agreement, interfere, in a material
manner, with the Adviser's ability to meet all of its obligations with respect
to rendering services to the Fund hereunder.
B. The Fund acknowledges that the Adviser or one or more
of its "affiliated persons" may have investment responsibilities or render
investment advice to or perform other investment advisory services for other
individuals or entities and that the Adviser, its "affiliated persons" or any of
its or their directors, officers, agents or employees may buy, sell or trade in
securities for its or their respective accounts ("Affiliated Accounts"). Subject
to the provisions of Section 3 of this Agreement, the Fund agrees that the
Adviser or its "affiliated persons" may give advice or exercise investment
responsibility and take such other action with respect to Affiliated Accounts
which may differ from the advice given or the timing or nature of action with
respect to the Series of the Fund, provided that the Adviser acts in good faith.
The Fund acknowledges that one or more of the Affiliated Accounts may at any
time hold, acquire, increase, decrease, dispose of or otherwise deal with
positions in investments in which one or more Series may have an interest. The
B-5
<PAGE>
Adviser shall have no obligation to recommend for any Series a position in any
investment which an Affiliated Account may acquire, and the Fund shall have no
first refusal, co-investment or other rights in respect of any such investment,
either for its Series or otherwise.
C. Subject to and in accordance with the Agreement and
Declaration of Trust and By-Laws of the Fund as currently in effect and the 1940
Act and the rules thereunder, it is understood that Trustees, officers and
agents of the Fund and shareholders of the Fund are or may be interested in the
Adviser or its "affiliated persons" as directors, officers, agents or
shareholders of the Adviser or its "affiliated persons"; that directors,
officers, agents and shareholders of the Adviser or its "affiliated persons" are
or may be interested in the Fund as trustees, officers, agents, shareholders or
otherwise; that the Adviser or its "affiliated persons" may be interested in the
Fund as shareholders or otherwise; and that the effect of any such interests
shall be governed by said Agreement and Declaration of Trust, By-Laws and the
1940 Act and the rules thereunder.
8. LIABILITIES OF THE ADVISER.
A. Except as provided below, in the absence of willful
misfeasance, bad faith, gross negligence, or reckless disregard of obligations
or duties hereunder on the part of the Adviser, the Adviser shall not be subject
to liability to the Fund or to any shareholder of the Fund or its Series for any
act or omission in the course of, or connected with, rendering services
hereunder or for any losses that may be sustained in the purchase, holding or
sale of any security or the making of any investment for or on behalf of the
Fund.
B. No provision of this Agreement shall be construed to
protect any Trustee or officer of the Fund, or the Adviser, from liability in
violation of Sections 17(h), 17(i), 36(a) or 36(b) of the 1940 Act.
9. EFFECTIVE DATE; TERM. This Agreement shall become
effective on the date first written above and shall remain in force for a period
of two years from such date, and from year to year thereafter, but only so long
as such continuance is specifically approved at least annually by the Board of
Trustees, including the vote of a majority of the Trustees who are not
"interested persons" of the Fund, cast in person at a meeting called for the
purpose of voting on such approval, or by vote of a majority of the outstanding
voting securities. The aforesaid provision shall be construed in a manner
consistent with the 1940 Act and the rules and regulations thereunder.
10. ASSIGNMENT. No "assignment" of this Agreement shall be
made by the Adviser, and this Agreement shall terminate automatically in event
of such assignment. The Adviser shall notify the Fund in writing in advance of
any proposed change of "control" to enable the Fund to take the steps necessary
to enter into a new advisory agreement.
11. AMENDMENT. This Agreement may be amended at any time, but
only by written agreement between the Adviser and the Fund, which amendment is
subject to the approval
B-6
<PAGE>
of the Trustees of the Fund and, where required by the 1940 Act, the
shareholders of any affected Series in the manner required by the 1940 Act and
the rules thereunder.
12. TERMINATION. This Agreement:
A. may at any time be terminated without payment of any
penalty by the Fund with respect to any Series (by vote of the Board of Trustees
of the Fund or by "vote of a majority of the outstanding voting securities") on
sixty (60) days' written notice to the Adviser;
B. shall immediately terminate in the event of its
"assignment"; and
C. may be terminated with respect to any Series by the
Adviser on sixty (60) days' written notice to the Fund.
13. DEFINITIONS. As used in this Agreement, the terms
"affiliated person," "assignment," "control," "interested person" and "vote of a
majority of the outstanding voting securities" shall have the meanings set forth
in the 1940 Act and the rules and regulations thereunder, subject to any
applicable orders of exemption issued by the Securities and Exchange Commission.
14. 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.
15. 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.
16. 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.
B-7
<PAGE>
IN WITNESS WHEREOF the parties have caused this instrument to
be signed on their behalf by their respective officers thereunto duly
authorized, and their respective seals to be hereunto affixed, all as of the
date first written above.
WT INVESTMENT TRUST I
By:
Name:
Title:
[INVESTMENT ADVISER]
By:
Name:
Title:
B-8
<PAGE>
SCHEDULE A
DATED OCTOBER _____, 1999
TO
ADVISORY AGREEMENT
DATED OCTOBER _____, 1999
BETWEEN
WT INVESTMENT TRUST I
AND
[INVESTMENT ADVISER]
______________ Series
_______________Series
_______________ Series
<PAGE>
SCHEDULE B
DATED OCTOBER _____ , 1999
TO
ADVISORY AGREEMENT
DATED OCTOBER _____ , 1999
BETWEEN
WT INVESTMENT TRUST I
AND
[INVESTMENT ADVISER]
FEE SCHEDULE
ANNUAL FEE AS A % OF
SERIES AVERAGE DAILY NET ASSETS
------ ------------------------
<PAGE>
BY SIGNING AND DATING THE BACK OF THIS BALLOT, YOU AUTHORIZE THE PROXIES TO VOTE
EACH PROPOSAL AS MARKED. IF NOT MARKED, THE PROXIES WILL VOTE "FOR" EACH
PROPOSAL, AND AS THEY SEE FIT ON ANY OTHER MATTER AS MAY PROPERLY COME BEFORE
THE MEETING. IF YOU DO NOT INTEND TO PERSONALLY ATTEND THE MEETING, PLEASE
COMPLETE AND MAIL THIS BALLOT AT ONCE IN THE ENCLOSED ENVELOPE.
THE RODNEY SQUARE FUND
PROXY FOR SPECIAL MEETING OF SHAREHOLDERS OF
U.S. GOVERNMENT PORTFOLIO
OCTOBER 22, 1999
The undersigned hereby constitutes and appoints Gary M. Gardner and
Mary Jane Maloney or any one of them true and lawful attorneys, with power of
substitution, as proxies to appear and vote all of the shares of beneficial
interest standing in the name of the undersigned on the record date at the
special meeting of shareholders of U.S. Government Portfolio to be held at the
offices of PFPC Inc., 400 Bellevue Parkway, Wilmington, Delaware 19809 at 9:00
a.m. local time, or at any postponement or adjournment thereof; and the
undersigned hereby instructs said proxies to vote as indicated on this proxy
ballot.
THE SHARES REPRESENTED BY THIS PROXY WILL BE VOTED AS SPECIFIED IN THE
FOLLOWING ITEM. IF NO CHOICE IS SPECIFIED, THEY WILL BE VOTED TO APPROVE EACH
PROPOSAL. PLEASE REFER TO THE PROXY STATEMENT DISCUSSION OF THESE
MATTERS. THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF TRUSTEES.
1. To approve an Agreement and Plan of Reorganization providing
for the transfer of U.S. Government Portfolio's assets to a
newly-created portfolio of WT Mutual Fund (a "WT Portfolio")
in exchange for shares of equal value of the WT Portfolio,
followed by the distribution of such shares to U.S. Government
Portfolio shareholders and the dissolution of U.S. Government
Portfolio, as described in the Proxy Statement.
FOR [] AGAINST [] ABSTAIN []
To transact such other business as may properly come before
the Meetings.
- ------------------------------------------------------------------------------
SIGNATURE SIGNATURE (JOINT OWNER) DATE
PLEASE DATE AND SIGN NAME OR NAMES TO AUTHORIZE THE VOTING OF YOUR SHARES AS
INDICATED ABOVE. WHERE SHARES ARE REGISTERED WITH JOINT OWNERS, ALL JOINT OWNERS
SHOULD SIGN. PERSONS SIGNING AS AN EXECUTOR, TRUSTEE, ADMINISTRATOR, OR OTHER
REPRESENTATIVE SHOULD GIVE FULL TITLE AS SUCH.
<PAGE>
BY SIGNING AND DATING THE BACK OF THIS BALLOT, YOU AUTHORIZE THE PROXIES TO VOTE
EACH PROPOSAL AS MARKED. IF NOT MARKED, THE PROXIES WILL VOTE "FOR" EACH
PROPOSAL, AND AS THEY SEE FIT ON ANY OTHER MATTER AS MAY PROPERLY COME BEFORE
THE MEETING. IF YOU DO NOT INTEND TO PERSONALLY ATTEND THE MEETING, PLEASE
COMPLETE AND MAIL THIS BALLOT AT ONCE IN THE ENCLOSED ENVELOPE.
THE RODNEY SQUARE FUND
PROXY FOR SPECIAL MEETING OF SHAREHOLDERS OF
MONEY MARKET PORTFOLIO
OCTOBER 22, 1999
The undersigned hereby constitutes and appoints Gary M. Gardner and
Mary Jane Maloney or any one of them true and lawful attorneys, with power of
substitution, as proxies to appear and vote all of the shares of beneficial
interest standing in the name of the undersigned on the record date at the
special meeting of shareholders of Money Market Portfolio to be held at the
offices of PFPC Inc., 400 Bellevue Parkway, Wilmington, Delaware 19809 at 9:00
a.m. local time, or at any postponement or adjournment thereof; and the
undersigned hereby instructs said proxies to vote as indicated on this proxy
ballot.
THE SHARES REPRESENTED BY THIS PROXY WILL BE VOTED AS SPECIFIED IN THE
FOLLOWING ITEM. IF NO CHOICE IS SPECIFIED, THEY WILL BE VOTED TO APPROVE EACH
PROPOSAL. PLEASE REFER TO THE PROXY STATEMENT DISCUSSION OF THESE MATTERS. THIS
PROXY IS SOLICITED ON BEHALF OF THE BOARD OF TRUSTEES.
1. To approve an Agreement and Plan of Reorganization providing
for the transfer of Money Market Portfolio's assets to a
newly-created portfolio of WT Mutual Fund (a "WT Portfolio")
in exchange for shares of equal value of the WT Portfolio,
followed by the distribution of such shares to Money Market
Portfolio shareholders and the dissolution of Money Market
Portfolio, as described in the Proxy Statement.
FOR [] AGAINST [] ABSTAIN []
To transact such other business as may properly come before
the Meetings.
- ------------------------------------------------------------------------------
SIGNATURE SIGNATURE (JOINT OWNER) DATE
PLEASE DATE AND SIGN NAME OR NAMES TO AUTHORIZE THE VOTING OF YOUR SHARES AS
INDICATED ABOVE. WHERE SHARES ARE REGISTERED WITH JOINT OWNERS, ALL JOINT OWNERS
SHOULD SIGN. PERSONS SIGNING AS AN EXECUTOR, TRUSTEE, ADMINISTRATOR, OR OTHER
REPRESENTATIVE SHOULD GIVE FULL TITLE AS SUCH.
<PAGE>
BY SIGNING AND DATING THE BACK OF THIS BALLOT, YOU AUTHORIZE THE PROXIES TO VOTE
EACH PROPOSAL AS MARKED. IF NOT MARKED, THE PROXIES WILL VOTE "FOR" EACH
PROPOSAL, AND AS THEY SEE FIT ON ANY OTHER MATTER AS MAY PROPERLY COME BEFORE
THE MEETING. IF YOU DO NOT INTEND TO PERSONALLY ATTEND THE MEETING, PLEASE
COMPLETE AND MAIL THIS BALLOT AT ONCE IN THE ENCLOSED ENVELOPE.
THE RODNEY SQUARE TAX-EXEMPT FUND
PROXY FOR SPECIAL MEETING OF SHAREHOLDERS OF
RODNEY SQUARE TAX-EXEMPT FUND
OCTOBER 22, 1999
The undersigned hereby constitutes and appoints Gary M. Gardner and
Mary Jane Maloney or any one of them true and lawful attorneys, with power of
substitution, as proxies to appear and vote all of the shares of beneficial
interest standing in the name of the undersigned on the record date at the
special meeting of shareholders of Rodney Square Tax-Exempt Fund to be held at
the offices of PFPC Inc., 400 Bellevue Parkway, Wilmington, Delaware 19809 at
9:00 a.m. local time, or at any postponement or adjournment thereof; and the
undersigned hereby instructs said proxies to vote as indicated on this proxy
ballot.
THE SHARES REPRESENTED BY THIS PROXY WILL BE VOTED AS SPECIFIED IN THE
FOLLOWING ITEM. IF NO CHOICE IS SPECIFIED, THEY WILL BE VOTED TO APPROVE EACH
PROPOSAL. PLEASE REFER TO THE PROXY STATEMENT DISCUSSION OF THESE MATTERS. THIS
PROXY IS SOLICITED ON BEHALF OF THE BOARD OF TRUSTEES.
1. To approve an Agreement and Plan of Reorganization providing
for the transfer of Rodney Square Tax-Exempt Fund's assets to
a newly-created portfolio of WT Mutual Fund (a "WT
Portfolio"), in exchange for shares of equal value of the WT
Portfolio, followed by the distribution of such shares to
Rodney Square Tax-Exempt Fund shareholders and the dissolution
of Rodney Square Tax-Exempt Fund, as described in the Proxy
Statement.
FOR [] AGAINST [] ABSTAIN []
To transact such other business as may properly come before
the Meetings.
- ------------------------------------------------------------------------------
SIGNATURE SIGNATURE (JOINT OWNER) DATE
PLEASE DATE AND SIGN NAME OR NAMES TO AUTHORIZE THE VOTING OF YOUR SHARES AS
INDICATED ABOVE. WHERE SHARES ARE REGISTERED WITH JOINT OWNERS, ALL JOINT OWNERS
SHOULD SIGN. PERSONS SIGNING AS AN EXECUTOR, TRUSTEE, ADMINISTRATOR, OR OTHER
REPRESENTATIVE SHOULD GIVE FULL TITLE AS SUCH.
<PAGE>
BY SIGNING AND DATING THE BACK OF THIS BALLOT, YOU AUTHORIZE THE PROXIES TO VOTE
EACH PROPOSAL AS MARKED. IF NOT MARKED, THE PROXIES WILL VOTE "FOR" EACH
PROPOSAL, AND AS THEY SEE FIT ON ANY OTHER MATTER AS MAY PROPERLY COME BEFORE
THE MEETING. IF YOU DO NOT INTEND TO PERSONALLY ATTEND THE MEETING, PLEASE
COMPLETE AND MAIL THIS BALLOT AT ONCE IN THE ENCLOSED ENVELOPE.
THE RODNEY SQUARE STRATEGIC FIXED-INCOME FUND
PROXY FOR SPECIAL MEETING OF SHAREHOLDERS OF
INTERMEDIATE BOND PORTFOLIO
OCTOBER 22, 1999
The undersigned hereby constitutes and appoints Gary M. Gardner and
Mary Jane Maloney or any one of them true and lawful attorneys, with power of
substitution, as proxies to appear and vote all of the shares of beneficial
interest standing in the name of the undersigned on the record date at the
special meeting of shareholders of Intermediate Bond Portfolio to be held at the
offices of PFPC Inc., 400 Bellevue Parkway, Wilmington, Delaware 19809 at 9:00
a.m. local time, or at any postponement or adjournment thereof; and the
undersigned hereby instructs said proxies to vote as indicated on this proxy
ballot.
THE SHARES REPRESENTED BY THIS PROXY WILL BE VOTED AS SPECIFIED IN THE
FOLLOWING ITEM. IF NO CHOICE IS SPECIFIED, THEY WILL BE VOTED TO APPROVE EACH
PROPOSAL. PLEASE REFER TO THE PROXY STATEMENT DISCUSSION OF THESE MATTERS. THIS
PROXY IS SOLICITED ON BEHALF OF THE BOARD OF TRUSTEES.
1. To approve an Agreement and Plan of Reorganization providing
for the transfer of Intermediate Bond Portfolio's assets to a
newly-created portfolio of WT Mutual Fund (a "WT Portfolio"),
in exchange for shares of equal value of the WT Portfolio,
followed by the distribution of such shares to Intermediate
Bond Portfolio shareholders and the dissolution of
Intermediate Bond Portfolio, as described in the Proxy
Statement.
FOR [] AGAINST [] ABSTAIN []
To transact such other business as may properly come before
the Meetings.
- ------------------------------------------------------------------------------
SIGNATURE SIGNATURE (JOINT OWNER) DATE
PLEASE DATE AND SIGN NAME OR NAMES TO AUTHORIZE THE VOTING OF YOUR SHARES AS
INDICATED ABOVE. WHERE SHARES ARE REGISTERED WITH JOINT OWNERS, ALL JOINT OWNERS
SHOULD SIGN. PERSONS SIGNING AS AN EXECUTOR, TRUSTEE, ADMINISTRATOR, OR OTHER
REPRESENTATIVE SHOULD GIVE FULL TITLE AS SUCH.
<PAGE>
BY SIGNING AND DATING THE BACK OF THIS BALLOT, YOU AUTHORIZE THE PROXIES TO VOTE
EACH PROPOSAL AS MARKED. IF NOT MARKED, THE PROXIES WILL VOTE "FOR" EACH
PROPOSAL, AND AS THEY SEE FIT ON ANY OTHER MATTER AS MAY PROPERLY COME BEFORE
THE MEETING. IF YOU DO NOT INTEND TO PERSONALLY ATTEND THE MEETING, PLEASE
COMPLETE AND MAIL THIS BALLOT AT ONCE IN THE ENCLOSED ENVELOPE.
THE RODNEY SQUARE STRATEGIC FIXED-INCOME FUND
PROXY FOR SPECIAL MEETING OF SHAREHOLDERS OF
MUNICIPAL BOND PORTFOLIO
OCTOBER 22, 1999
The undersigned hereby constitutes and appoints Gary M. Gardner and
Mary Jane Maloney or any one of them true and lawful attorneys, with power of
substitution, as proxies to appear and vote all of the shares of beneficial
interest standing in the name of the undersigned on the record date at the
special meeting of shareholders of Municipal Bond Portfolio to be held at the
offices of PFPC Inc., 400 Bellevue Parkway, Wilmington, Delaware 19809 at 9:00
a.m. local time, or at any postponement or adjournment thereof; and the
undersigned hereby instructs said proxies to vote as indicated on this proxy
ballot.
THE SHARES REPRESENTED BY THIS PROXY WILL BE VOTED AS SPECIFIED IN THE
FOLLOWING ITEM. IF NO CHOICE IS SPECIFIED, THEY WILL BE VOTED TO APPROVE EACH
PROPOSAL. PLEASE REFER TO THE PROXY STATEMENT DISCUSSION OF THESE MATTERS. THIS
PROXY IS SOLICITED ON BEHALF OF THE BOARD OF TRUSTEES.
1. To approve an Agreement and Plan of Reorganization providing
for the transfer of Municipal Bond Portfolio's assets to a
newly-created portfolio of WT Mutual Fund (a "WT Portfolio"),
in exchange for shares of equal value of the WT Portfolio,
followed by the distribution of such shares to Municipal Bond
Portfolio shareholders and the dissolution of Municipal Bond
Portfolio, as described in the Proxy Statement.
FOR [] AGAINST [] ABSTAIN []
To transact such other business as may properly come before
the Meetings.
- ------------------------------------------------------------------------------
SIGNATURE SIGNATURE (JOINT OWNER) DATE
PLEASE DATE AND SIGN NAME OR NAMES TO AUTHORIZE THE VOTING OF YOUR SHARES AS
INDICATED ABOVE. WHERE SHARES ARE REGISTERED WITH JOINT OWNERS, ALL JOINT OWNERS
SHOULD SIGN. PERSONS SIGNING AS AN EXECUTOR, TRUSTEE, ADMINISTRATOR, OR OTHER
REPRESENTATIVE SHOULD GIVE FULL TITLE AS SUCH.
<PAGE>
BY SIGNING AND DATING THE BACK OF THIS BALLOT, YOU AUTHORIZE THE PROXIES TO VOTE
EACH PROPOSAL AS MARKED. IF NOT MARKED, THE PROXIES WILL VOTE "FOR" EACH
PROPOSAL, AND AS THEY SEE FIT ON ANY OTHER MATTER AS MAY PROPERLY COME BEFORE
THE MEETING. IF YOU DO NOT INTEND TO PERSONALLY ATTEND THE MEETING, PLEASE
COMPLETE AND MAIL THIS BALLOT AT ONCE IN THE ENCLOSED ENVELOPE.
THE RODNEY SQUARE STRATEGIC EQUITY FUND
PROXY FOR SPECIAL MEETING OF SHAREHOLDERS OF
SMALL CAP EQUITY PORTFOLIO
OCTOBER 22, 1999
The undersigned hereby constitutes and appoints Gary M. Gardner and
Mary Jane Maloney or any one of them true and lawful attorneys, with power of
substitution, as proxies to appear and vote all of the shares of beneficial
interest standing in the name of the undersigned on the record date at the
special meeting of shareholders of Small Cap Equity Portfolio to be held at the
offices of PFPC Inc., 400 Bellevue Parkway, Wilmington, Delaware 19809 at 9:00
a.m. local time, or at any postponement or adjournment thereof; and the
undersigned hereby instructs said proxies to vote as indicated on this proxy
ballot.
THE SHARES REPRESENTED BY THIS PROXY WILL BE VOTED AS SPECIFIED IN THE
FOLLOWING ITEM. IF NO CHOICE IS SPECIFIED, THEY WILL BE VOTED TO APPROVE EACH
PROPOSAL. PLEASE REFER TO THE PROXY STATEMENT DISCUSSION OF THESE MATTERS. THIS
PROXY IS SOLICITED ON BEHALF OF THE BOARD OF TRUSTEES.
1. To approve an Agreement and Plan of Reorganization providing
for the transfer of Small Cap Equity Portfolio's assets to a
newly-created portfolio of WT Mutual Fund (a "WT Portfolio"),
in exchange for shares of equal value of the WT Portfolio,
followed by the distribution of such shares to Small Cap
Equity Portfolio shareholders and dissolution of Small Cap
Equity Portfolio, as described in the Proxy Statement.
FOR [] AGAINST [] ABSTAIN []
To transact such other business as may properly come before
the Meetings.
- ------------------------------------------------------------------------------
SIGNATURE SIGNATURE (JOINT OWNER) DATE
PLEASE DATE AND SIGN NAME OR NAMES TO AUTHORIZE THE VOTING OF YOUR SHARES AS
INDICATED ABOVE. WHERE SHARES ARE REGISTERED WITH JOINT OWNERS, ALL JOINT OWNERS
SHOULD SIGN. PERSONS SIGNING AS AN EXECUTOR, TRUSTEE, ADMINISTRATOR, OR OTHER
REPRESENTATIVE SHOULD GIVE FULL TITLE AS SUCH.
<PAGE>
BY SIGNING AND DATING THE BACK OF THIS BALLOT, YOU AUTHORIZE THE PROXIES TO VOTE
EACH PROPOSAL AS MARKED. IF NOT MARKED, THE PROXIES WILL VOTE "FOR" EACH
PROPOSAL, AND AS THEY SEE FIT ON ANY OTHER MATTER AS MAY PROPERLY COME BEFORE
THE MEETING. IF YOU DO NOT INTEND TO PERSONALLY ATTEND THE MEETING, PLEASE
COMPLETE AND MAIL THIS BALLOT AT ONCE IN THE ENCLOSED ENVELOPE.
THE RODNEY SQUARE STRATEGIC EQUITY FUND
PROXY FOR SPECIAL MEETING OF SHAREHOLDERS OF
INTERNATIONAL EQUITY PORTFOLIO
OCTOBER 22, 1999
The undersigned hereby constitutes and appoints Gary M. Gardner and
Mary Jane Maloney or any one of them true and lawful attorneys, with power of
substitution, as proxies to appear and vote all of the shares of beneficial
interest standing in the name of the undersigned on the record date at the
special meeting of shareholders of International Equity Portfolio to be held at
the offices of PFPC Inc., 400 Bellevue Parkway, Wilmington, Delaware 19809 at
9:00 a.m. local time, or at any postponement or adjournment thereof; and the
undersigned hereby instructs said proxies to vote as indicated on this proxy
ballot.
THE SHARES REPRESENTED BY THIS PROXY WILL BE VOTED AS SPECIFIED IN THE
FOLLOWING ITEM. IF NO CHOICE IS SPECIFIED, THEY WILL BE VOTED TO APPROVE EACH
PROPOSAL. PLEASE REFER TO THE PROXY STATEMENT DISCUSSION OF THESE MATTERS. THIS
PROXY IS SOLICITED ON BEHALF OF THE BOARD OF TRUSTEES.
1. To approve an Agreement and Plan of Reorganization providing
for the transfer of the assets of International Equity
Portfolio to a newly-created portfolio of WT Mutual Fund (a
"WT Portfolio"), in exchange for shares of equal value of WT
Portfolio, followed by the distribution of such shares to
International Equity Portfolio shareholders and dissolution of
International Equity Portfolio, as described in Proxy
Statement.
FOR [] AGAINST [] ABSTAIN []
To transact such other business as may properly come before
the Meetings.
- ------------------------------------------------------------------------------
SIGNATURE SIGNATURE (JOINT OWNER) DATE
PLEASE DATE AND SIGN NAME OR NAMES TO AUTHORIZE THE VOTING OF YOUR SHARES AS
INDICATED ABOVE. WHERE SHARES ARE REGISTERED WITH JOINT OWNERS, ALL JOINT OWNERS
SHOULD SIGN. PERSONS SIGNING AS AN EXECUTOR, TRUSTEE, ADMINISTRATOR, OR OTHER
REPRESENTATIVE SHOULD GIVE FULL TITLE AS SUCH.
