Form N-8F
I. General Identifying Information
1. Reason fund is applying to deregister (check only one; for
descriptions, see Instruction 1 above):
[X ] Merger
[ ] Liquidation
[ ] Abandonment of Registration
(Note: Abandonments of Registration answer only
questions 1 through 15, 24 and 25 of this form and
complete verification at the end of the form.)
[ ] Election of status as a Business Development Company
(Note: Business Development Companies answer only
questions 1 through 10 of this form and complete
verification at the end of the form.)
2. Name of fund: The Rodney Square Tax-Exempt Fund
3. Securities and Exchange Commission File No.: 811-04372
4. Is this an initial Form N-8F or an amendment to a previously
filed Form N-8F?
[X] Initial Application
[ ] Amendment
5. Address of Principal Executive Office (include No. & Street,
City, State, Zip Code):
1100 N. Market Street
Wilmington, DE 19890
6. Name, address and telephone number of individual the
Commission staff should contact with any questions regarding
this form:
Brian S. Vargo, Esq.
Pepper Hamilton LLP
3000 Two Logan Square, 18th and Arch Sts.
Philadelphia, PA 19103
(215) 981-4529
7. Name, address and telephone number of individual or entity
responsible for maintenance and preservation of fund records
in accordance with rules 31a-1 and 31a-2 under the Act [17
CFR 270.31a-1, .31a-2]:
Wilmington Trust Company
1100 N. Market St.
Wilmington, DE 19890
(302) 651-8344
PFPC Inc.
400 Bellevue Parkway
Wilmington, DE 19809
(302) 791-4764
NOTE: Once deregistered, a fund is still required to
maintain and preserve the records described in rules 31a-1
and 31a-2 for the periods specified in those rules.
8. Classification of fund (check only one):
[X] Management company;
[ ] Unit investment trust; or
[ ] Face-amount certificate company.
9. Subclassification if the fund is a management company (check
only one):
[X] Open-end
[ ] Closed-end
10. State law under which the fund was organized or formed
(e.g., Delaware, Massachusetts):
Massachusetts
11. Provide the name and address of each investment adviser of
the fund (including sub-advisers) during the last five
years. even if the fund's contracts with those advisers have
been terminated:
Rodney Square Management Corporation
1100 N. Market Street
Wilmington, DE 19890
12. Provide the name and address of each principal underwriter
of the fund during the last five years, even if the fund's
contracts with those underwriters have been terminated:
Provident Distributors, Inc.
Four Falls Corporate Center
West Conshohocken, PA 19428
Rodney Square Distributors, Inc.
1100 North Market Street
Wilmington, DE 19890
13. If the fund is a unit investment trust ("UIT") provide:
(a) Depositor's name(s) and address(es):
(b) Trustee's name(s) and address(es):
14. Is there a UIT registered under the Act that served as a
vehicle for investment in the fund (e.g., an insurance
company separate account)?
[ ] Yes
[X] No
If Yes, for each UIT state:
Name(s):
File No.: 811-_______________
Business Address:
15. (a) Did the fund obtain approval from the board of
directors concerning the decision to engage in a
Merger, Liquidation or Abandonment of Registration?
[X] Yes
[ ] No
If Yes, state the date on which the board vote took
place: May 13, 1999
If No, explain:
(b) Did the fund obtain approval from the shareholders
concerning the decision to engage in a Merger,
Liquidation or Abandonment of Registration?
[X] Yes
[ ] No
If Yes, state the date on which the shareholder vote
took place: October 22, 1999
If No, explain:
II. Distributions to Shareholders
16. Has the fund distributed any assets to its shareholders in
connection with the Merger or Liquidation?
[X] Yes
[ ] No
(a) If Yes, list the date(s) on which the fund made those
distributions: October 31, 1999
(b) Were the distributions made on the basis of net assets?
[X] Yes
[ ] No
(c) Were the distributions made pro rata based on share
ownership?
[X] Yes
[ ] No
(d) If No to (b) or (c) above, describe the method of
distributions to shareholders. For Mergers, provide
the exchange ratio(s) used and explain how it was
calculated:
(e) Liquidations only:
Were any distributions to shareholders made in kind?
[ ] Yes
[ ] No
If Yes, indicate the percentage of fund shares owned by
affiliates, or any other affiliation of shareholders:
17. Closed-end funds only:
Has the fund issued senior securities?
[ ] Yes
[ ] No
If Yes, describe the method of calculating payments to
senior securityholders and distributions to other
shareholders:
18. Has the fund distributed all of its assets to the fund's
shareholders?
[X] Yes
[ ] No
If No,
(a) How many shareholders does the fund have as of the date
this form is filed?
(b) Describe the relationship of each remaining shareholder
to the fund:
19. Are there any shareholders who have not yet received
distributions in complete liquidation of their interests?
[ ] Yes
[X] No
If Yes, describe briefly the plans (if any) for distributing
to, or preserving the interests of, those shareholders:
III. Assets and Liabilities
20. Does the fund have any assets as of the date this form is
filed? (See question 18 above)
[ ] Yes
[X] No
If Yes,
(a) Describe the type and amount of each asset retained by
the fund as of the date this form is filed:
(b) Why has the fund retained the remaining assets?
(c) Will the remaining assets be invested in securities?
[ ] Yes
[ ] No
21. Does the fund have any outstanding debts (other than face-
amount certificates if the fund is a face-amount certificate
company) or any other liabilities?
[ ] Yes
[X] No
If Yes,
(a) Describe the type and amount of each debt or other
liability:
(b) How does the fund intend to pay these outstanding debts
or other liabilities?
IV. Information About Event(s) Leading to Request for
Deregistration
22. (a) List the expenses incurred in connection with the
Merger or Liquidation:
(i) Legal expenses: $11,675.00
(ii) Accounting expenses: $0.00
(iii) Other expenses (list and identify separately):
IRS: $672.48
CUSIP: $48.66
(iv) Total expenses (sum of lines (i)-(iii) above):
$12,396.14
(b) How were those expenses allocated?
Per portfolio based on assets.
(c) Who paid those expenses?
Shareholders of the Fund.
(d) How did the fund pay for unamortized expenses (if any)?
23. Has the fund previously filed an application for an order
of the Commission regarding the Merger or Liquidation?
[ ] Yes
[X] No
If Yes, cite the release numbers of the Commission's notice
and order or, if no notice or order has been issued, the
file number and date the application was filed:
V. Conclusion of Fund Business
24. Is the fund a party to any litigation or administrative
proceeding?
[ ] Yes
[X] No
If Yes, describe the nature of any litigation or proceeding
and the position taken by the fund in that litigation:
25. Is the fund now engaged, or intending to engage, in any
business activities other than those necessary for winding
up its affairs?
[ ] Yes
[X] No
If Yes, describe the nature and extent of those activities:
VI. Mergers Only
26. (a) State the name of the fund surviving the Merger: WT
Mutual Fund
(b) State the Investment Company Act file number of the
fund surviving the Merger: 811-08648
(c) If the merger or reorganization agreement has been
filed with the Commission, state the file number(s),
form type used and date the agreement was filed:
Form of Reorganization Agreement was included as an
exhibit to the fund's proxy statement.
File No.: 811-04372 and 002-99436
Form Type: DEF14A
Date Filed: October 5, 1999
(d) If the merger or reorganization agreement has not been
filed with the Commission, provide a copy of the
agreement as an exhibit to this form.
VERIFICATION
The undersigned states that (i) he has executed this Form N-8F
application for an order under section 8(f) of the Investment
Company Act of 1940 on behalf of The Rodney Square Tax-Exempt
Fund, (ii) he is the Treasurer of The Rodney Square Tax-Exempt
Fund, and (iii) all actions by shareholders, directors, and any
other body necessary to authorize the undersigned to execute and
file this Form N-8F application have been taken. The undersigned
also states that the facts set forth in this Form N-8F
application are true to the best of his knowledge, information
and belief.
/s/ Pat Colletti
Pat Colletti, Treasurer
