THE RODNEY SQUARE
STRATEGIC
EQUITY
FUND
[LOGO]
PROSPECTUS
FEBRUARY 23, 1998
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TABLE OF CONTENTS
EXPENSE TABLE................................................................2
FINANCIAL HIGHLIGHTS.........................................................3
QUESTIONS AND ANSWERS ABOUT THE PORTFOLIO....................................4
INVESTMENT OBJECTIVE AND POLICIES............................................5
INVESTMENT PRACTICES.........................................................6
RISK FACTORS.................................................................6
PURCHASE OF SHARES...........................................................7
SHAREHOLDER ACCOUNTS.........................................................8
REDEMPTION OF SHARES.........................................................9
EXCHANGE OF SHARES..........................................................10
HOW NET ASSET VALUE IS DETERMINED...........................................11
DIVIDENDS, CAPITAL GAIN DISTRIBUTIONS AND TAXES.............................11
PERFORMANCE INFORMATION.....................................................12
MANAGEMENT OF THE FUND......................................................12
DESCRIPTION OF THE FUND.....................................................13
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THE RODNEY SQUARE STRATEGIC EQUITY FUND
LARGE CAP GROWTH EQUITY PORTFOLIO
The Large Cap Growth Equity Portfolio (the "Portfolio") is a diversified
series of The Rodney Square Strategic Equity Fund (the "Fund"), an open-end
management investment company. The Portfolio seeks superior long-term growth of
capital. It is designed to offer long-term investors, who are willing to assume
the associated risks, the opportunity to participate in a professionally
managed, diversified portfolio of large cap U.S. equity securities. The
Portfolio's adviser, Wilmington Trust Company ("WTC" or "Adviser"), will seek to
achieve the Portfolio's objective by causing the Portfolio to be as fully
invested as is practical, in light of cash flows, in large cap U.S. equity
securities that are judged by WTC to possess strong growth characteristics. The
Portfolio currently offers one class of shares, and charges no sales load or
Rule 12b-1 distribution fees to investors.
PROSPECTUS
FEBRUARY 23, 1998
This Prospectus concisely describes information about the Fund that you should
know before investing. Please read this Prospectus carefully and keep it for
future reference. A Statement of Additional Information, dated February 23, 1998
containing additional information about the Fund has been filed with the
Securities and Exchange Commission ("SEC") and, as amended or supplemented from
time to time, is incorporated by reference herein. A copy of the Statement of
Additional Information and the Fund's most recent Annual Report to Shareholders
may be obtained, without charge, from certain institutions such as banks or
broker-dealers that have entered into servicing agreements ("Service
Organizations") with Rodney Square Distributors, Inc. ("RSD"), by calling the
number below, by writing to RSD at the address noted on the back cover of this
Prospectus, or by accessing the web site maintained by the SEC
(http://www.sec.gov). RSD is a wholly owned subsidiary of WTC, a bank chartered
in the state of Delaware.
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FOR FURTHER INFORMATION OR ASSISTANCE IN OPENING AN ACCOUNT, PLEASE CALL:
o NATIONWIDE......................(800) 336-9970
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SHARES OF THE PORTFOLIO ARE NOT DEPOSITS OR OBLIGATIONS OF, OR GUARANTEED BY,
WILMINGTON TRUST COMPANY OR ANY OTHER BANK, NOR ARE THE SHARES INSURED BY THE
FEDERAL DEPOSIT INSURANCE CORPORATION, THE FEDERAL RESERVE BOARD OR ANY OTHER
GOVERNMENT AGENCY.
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES
AND EXCHANGE COMMISSION NOR HAS THE SECURITIES AND EXCHANGE COMMISSION PASSED
UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE
CONTRARY IS A CRIMINAL OFFENSE.
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EXPENSE TABLE
SHAREHOLDER TRANSACTION COST* None
ANNUAL PORTFOLIO OPERATING EXPENSES**
(as a percentage of average net assets)
Management Fee ............................... 0.55%
12b-1 Fee .................................... 0.00%
Other Expenses (after waivers and/or reimbursements) 0.20%
-----
Total Portfolio Operating Expenses .......... 0.75%
=====
EXAMPLE***
You would pay the following expenses on a $1,000 investment in the Portfolio
assuming (1) 5% annual return and (2) redemption at the end of each time
period:
One Year Three Years Five Years Ten Years
-------- ----------- ---------- ---------
$8 $24 $42 $93
* WTC and Service Organizations may charge their clients a fee for providing
administrative or other services in connection with investments in Portfolio
shares. See "Purchase of Shares" for additional information.
** Expenses are based on the Portfolio's fiscal year ended December 31, 1997,
adjusted to reflect the Portfolio's current advisory, administration,
accounting services and transfer agency fees, termination of the Portfolio's
Rule 12b-1 Plan, and WTC's undertaking to waive its fees or reimburse the
Portfolio monthly to the extent that the expenses of the Portfolio (excluding
taxes, extraordinary expenses, brokerage commissions and interest) exceed an
annual rate of 0.75% of the Portfolio's average daily net assets through
April, 1999. Without waivers and/or reimbursements, Other Expenses and Total
Portfolio Operating Expenses would be 0.22% and 0.77%, respectively, of the
Portfolio's average daily net assets.
***The assumption in the Example of a 5% annual return is required by
regulations of the SEC and applicable to all mutual funds; the assumed 5%
annual return is not a prediction of, and does not represent, the Portfolio's
projected or actual performance.
The purpose of the preceding table is solely to assist shareholders and
prospective investors in understanding the various expenses that investors in
the Portfolio will bear directly or indirectly.
THE ABOVE EXAMPLE SHOULD NOT BE CONSIDERED A REPRESENTATION OF PAST OR
FUTURE EXPENSES OR PERFORMANCE. ACTUAL EXPENSES INCURRED AND RETURNS MAY BE
GREATER OR LESSER THAN THOSE SHOWN.
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FINANCIAL HIGHLIGHTS
The following table includes selected per share data and other performance
information for the Portfolio throughout the following periods derived from the
financial statements of the Fund. It should be read in conjunction with the
Fund's financial statements and notes thereto, appearing in the Fund's
Semi-Annual Report to Shareholders for the six-month period ended June 30, 1997,
and the Fund's Annual Report dated December 31, 1996, which are incorporated by
reference in the Statement of Additional Information. Effective February 23,
1998, WTC became the Adviser of the Portfolio. Prior to February 23, 1998, the
Portfolio was managed by two different portfolio advisers who followed different
investment styles and sought to achieve its objective by investing at least 65%
of total assets in equity securities without regard to the market capitalization
of the issuers of such securities.
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<TABLE>
<CAPTION>
FOR THE PERIOD
FOR THE SIX-MONTH FEBRUARY 26, 1987
PERIOD ENDED (COMMENCEMENT OF
JUNE 30, OPERATIONS) TO
1997 FOR THE YEARS ENDED DECEMBER 31, DECEMBER 31,
---- -------------------------------- ------------
(UNAUDITED) 1996 1995 1994 1993 1992 1991 1990 1989 1988 1987
----------- ---- ---- ---- ---- ---- ---- ---- ---- ---- ----
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
NET ASSET VALUE -
BEGINNING OF PERIOD..............$19.22 $17.41 $15.14 $16.39 $15.56 $15.68 $11.59 $12.62 $10.05 $8.37 $10.00
------ ------ ------ ------ ------ ------ ------ ------ ------ ----- ------
INVESTMENT OPERATIONS:
Net investment income (loss)*.(0.09) (0.15) (0.10) (0.03) (0.03) 0.00 0.07 0.11 0.14 0.07 0.08
Net realized and unrealized
gain (loss) on investments.... 3.26 4.37 4.38 (0.02) 2.29 0.92 4.71 (1.01) 2.58 1.68 (1.65)
---- ---- ---- ----- ---- ----- ----- ----- ---- ----- ------
Total from investment
operations ......... 3.17 4.22 4.28 (0.05) 2.26 0.92 4.78 (0.90) 2.72 1.75 (1.57)
---- ---- ---- ----- ---- ----- ---- ------ ---- ---- -----
DISTRIBUTIONS:
From net investment income ... 0.00 0.00 0.00 0.00 0.00 0.00 (0.07) (0.12) (0.15) (0.07) (0.06)
From net realized gain on
investments .................. 0.00 (2.41) (2.01) (1.20) (1.43) (1.04) (0.62) (0.01) 0.00 0.00 0.00
---- ------ ------ ----- ----- ------ ------ ------ ---- ---- ----
Total distributions .... 0.00 (2.41) (2.01) (1.20) (1.43) (1.04) (0.69) (0.13) (0.15) (0.07) (0.06)
---- ------ ------ ----- ----- ------ ------ ------ ------ ----- -----
NET ASSET VALUE - END OF PERIOD .$22.39 $19.22 $17.41 $15.14 $16.39 $15.56 $15.68 $11.59 $12.62 $10.05 $8.37
====== ====== ====== ====== ====== ====== ====== ====== ====== ====== =====
TOTAL RETURN *** .................16.49% 24.25% 28.43% (0.23)% 14.57% 5.95% 41.54% (7.15)% 27.15% 20.94% (15.78)%
RATIOS (TO AVERAGE NET ASSETS)/SUPPLEMENTAL DATA:
Expenses + ................... 1.40%** 1.43% 1.43% 1.38% 1.42% 1.46% 1.50% 1.74% 1.75% 1.75% 1.75%**
Net investment income (loss) .(0.88)%** (0.78)% (0.53)% (0.17)% (0.18)% (0.03)% 0.52% 0.94% 1.21% 0.77% 0.92%**
Portfolio turnover rate ..........33.61%** 34.84% 49.12% 37.05% 44.38% 37.79% 32.63% 38.18% 83.12% 57.55% 62.00%**
Average commission rate paid ++...$0.0591 $0.0630 -- -- -- -- -- -- -- -- --
Net assets at end of period
(000 omitted) ....................$85,986 $76,174 $66,311 $65,267 $66,091 $60,852 $56,648 $40,709 $39,571 $28,845 $24,169
</TABLE>
* The net investment income per share for the year ended December 31, 1996 was
calculated using average shares outstanding.
** Annualized.
*** The total return figures for the fiscal period ended December 31, 1987 and
the six-month period ended June 30, 1997 have not been annualized.
+ Effective December 22, 1990, Rodney Square Management Corporation ("RSMC")
agreed to waive its fee or bear any expenses (excluding taxes, extraordinary
expenses, brokerage commissions and interest) that would cause the Portfolio's
ratio of expenses to average daily net assets to exceed, on an annual basis,
1.50%. Prior to December 22, 1990, RSMC agreed to bear any expenses that would
cause the Portfolio's ratio of expenses to average daily net assets to exceed,
on an annual basis, 1.75%. The annualized expense ratio, had there been no
reimbursement of expenses or fee waivers by RSMC, would have been 1.54%, 1.85%,
2.21% and 1.81% for the years ended December 31, 1991, 1989, 1988 and for the
fiscal period ended December 31, 1987, respectively. For the six-month period
ended June 30, 1997 and for the years ended December 31, 1996, 1995, 1994, 1993,
1992 and 1990, no reimbursement or fee waiver was necessary.
++ Required disclosure for fiscal years beginning after September 1, 1995
pursuant to SEC regulations.
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QUESTIONS AND ANSWERS ABOUT THE PORTFOLIO
The information provided in this section is qualified in its entirety by
reference to the more detailed information contained elsewhere in this
Prospectus.
WHAT IS THE PORTFOLIO'S INVESTMENT OBJECTIVE?
The Portfolio seeks superior long-term growth of capital. It is designed to
offer long-term investors, who are willing to assume the associated risks, the
opportunity to participate in a professionally managed, diversified portfolio of
large cap U.S. equity (or related) securities. The Adviser will seek to achieve
the Portfolio's objective by investing at least 85% of the Portfolio's total
assets in large cap U.S. equity (or related) securities which are judged by the
Adviser to possess strong growth characteristics. For these purposes, "superior"
long-term growth of capital means that which would exceed the long-term growth
of capital from an investment in the securities comprising the Russell 1000
Growth Index (assuming the reinvestment of dividends and capital gain
distributions). The Russell 1000 Growth Index is formed by assigning a style
composite score to all of the companies in the Russell 1000 Index to determine
their growth or value characteristics. Roughly 70% of the stocks are placed in
either the Growth or the Value Index. The remaining stocks are placed in both
the Growth and Value Indices with a weight proportional to their growth or value
characteristics. The Russell 1000 Index is a passive index which includes the
largest 1000 stocks in the U.S. as measured by market capitalization. On its
annual rebalancing date of May 31, 1997 the smallest stock in the index had a
market cap of approximately $1.1 billion.
WHAT ARE THE RISKS TO CONSIDER BEFORE INVESTING?
Investment in the Portfolio represents an investment in securities with
fluctuating market prices. As market prices fluctuate, the net asset value of an
investor's holdings will also fluctuate and, at the time of redemption, may be
more or less than the purchase price. The Portfolio may engage in certain
options and futures transactions. Such transactions may involve certain risks,
increase costs and diminish investment performance. (See "Investment Practices"
and "Risk Factors").
HOW CAN YOU BENEFIT BY INVESTING IN THE PORTFOLIO RATHER THAN BY INVESTING
DIRECTLY IN THE SECURITIES IN WHICH IT INVESTS?
Investing in the Portfolio offers several key benefits:
FIRST: The Portfolio offers a way to keep money invested in a portfolio of
securities professionally managed by an investment adviser and, at the same
time, to maintain daily liquidity. The Portfolio also offers a way for investors
to diversify their investment portfolio by investing in a pooled fund of large
cap U.S. equity securities.
SECOND: Investors in the Portfolio need not become involved with the detailed
bookkeeping and operating procedures normally associated with direct investment
in these securities. Of course, the proceeds to you upon redemption may be more
or less than the cost of your shares. There are no minimum periods for
investment, and no fees will be charged upon redemption. Additionally, you may
exchange all or a portion of your Portfolio shares for shares of any of the
other funds in the Rodney Square complex, subject to certain conditions. (See
"Exchange of Shares").
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WHO IS THE INVESTMENT ADVISER?
WTC, a wholly owned subsidiary of Wilmington Trust Corporation, is the
Investment Adviser. (See "Management of the Fund").
WHO IS THE ADMINISTRATOR, TRANSFER AGENT AND ACCOUNTING AGENT?
PFPC Inc. ("PFPC"), an indirect wholly owned subsidiary of PNC Bank Corp.,
provides administrative, accounting and transfer agency services for the Fund.
RSMC, a wholly owned subsidiary of WTC, provides corporate secretarial services
for the Fund. (See "Management of the Fund").
Who is the distributor?
RSD, another wholly owned subsidiary of WTC, serves as the Fund's
Distributor. (See "Management of the Fund").
HOW DO YOU PURCHASE SHARES OF THE PORTFOLIO?
The Portfolio is designed as an investment vehicle for individual investors,
corporations and other institutional investors. Shares may be purchased at their
net asset value next determined after a purchase order is received by the
Transfer Agent and accepted by RSD as described below. There is no sales load.
The minimum initial investment is $1,000, but additional investments may be made
in any amount.
Shares of the Portfolio are offered on a continuous basis by RSD. Shares may
be purchased directly from RSD, by clients of WTC through their trust accounts,
or by clients of Service Organizations through their Service Organization
accounts. Shares may also be purchased directly by wire or by mail. (See
"Purchase of Shares").
The Fund and RSD reserve the right to reject new account applications and to
close, by redemption, an account without a certified Social Security or other
taxpayer identification number.
Please contact RSD or your Service Organization or call the number listed
below, for further information about the Portfolio or for assistance in opening
an account.
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o NATIONWIDE ......................... (800) 336-9970
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HOW DO YOU REDEEM SHARES OF THE PORTFOLIO?
If you purchased shares of the Portfolio through an account at WTC or a
Service Organization, you may redeem all or any of your shares in accordance
with the instructions pertaining to that account. Other shareholders may redeem
any or all of their shares by telephone or mail. There is no fee charged upon
redemption. (See "Redemption of Shares").
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HOW ARE DIVIDENDS AND OTHER DISTRIBUTIONS PAID?
Distributions of net investment income and net capital gain, if any, are made
annually, shortly before or after the end of the Fund's fiscal year (December
31). Shareholders may elect to receive dividends and other distributions in cash
by checking the appropriate boxes on the Application & New Account Registration
form at the end of this Prospectus ("Application"). (See "Dividends, Capital
Gain Distributions and Taxes").
ARE EXCHANGE PRIVILEGES AVAILABLE?
You may exchange all or a portion of your Portfolio shares for shares any of
the other funds in the Rodney Square complex, subject to certain conditions.
(See "Exchange of Shares").
INVESTMENT OBJECTIVE AND POLICIES
The Portfolio's objective is to seek superior long-term growth of capital. At
all times, at least 85% of the Portfolio's total assets will be invested in the
following equity (or related) securities:
o common stock of U.S. corporations with a market capitalization at time
of purchase equal to or greater than that of the smallest issue in the
Russell 1000 Index and which are judged by the Adviser to possess
strong growth characteristics;
o options on, or securities convertible (such as convertible preferred
stock and convertible bonds) into, the common stock of such issuers;
o options on indexes of the common stocks of such issuers; and
o contracts for either the future delivery, or payment in respect of the
future market value, of certain indexes of the common stocks of such
issuers, and options upon such futures contracts.
INVESTMENT PRACTICES
As described in more detail in the Statement of Additional Information, the
Portfolio may engage in the following investment practices:
OPTIONS ON SECURITIES AND SECURITIES INDEXES. The Portfolio may purchase call
options on securities that the Adviser intends to include in the Portfolio in
order to fix the cost of a future purchase or attempt to enhance return by, for
example, participating in an anticipated increase in the value of a security.
The Portfolio may purchase put options to hedge against a decline in the market
value of securities held in the Portfolio or in an attempt to enhance return.
The Portfolio may write (sell) put and covered call options on securities in
which it is authorized to invest. The Portfolio may also purchase put and call
options, and write put and covered call options on U.S. securities indexes.
Stock index options serve to hedge against overall fluctuations in the
securities markets rather than anticipated increases or decreases in the value
of a particular security. Of the 85% of the total assets of the Portfolio that
7
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are invested in equity (or related) securities, the Portfolio may not invest
more than 10% of such assets in covered call options on securities and/or
options on securities indices.
FUTURES AND RELATED OPTIONS. The Portfolio may write (sell) or purchase
certain financial futures contracts and/or options thereon for non-trading
purposes in order to: hedge various pertinent market risks; establish a position
in the futures or related options markets as a temporary substitute for
purchasing or selling particular securities; and/or maintain liquidity while
simulating full investment in the securities or index underlying such futures or
options. Of the 85% of the total assets of the Portfolio that are invested in
equity (or related) securities, the Portfolio may not invest more than 10% of
such assets in futures contracts or options relating to such contracts.
ADDITIONAL INVESTMENT PRACTICES. With respect to not more than 15% of the
Portfolio's total assets, the Adviser may hold cash and cash equivalents
including high-quality money market instruments and/or money market funds in
order to manage cash flow in the Portfolio. Such securities may include U.S.
Government Obligations (including obligations issued by U.S. Government agencies
and instrumentalities), mortgage pass-through certificates and repurchase
agreements with respect to any security in which it is authorized to invest.
PORTFOLIO TURNOVER. The frequency of portfolio transactions and the
Portfolio's turnover rate will vary from year to year depending on market
conditions. Due to changes in its investment adviser and investment policies,
the Portfolio expects to experience a higher than normal portfolio turnover rate
for its fiscal year ending December 31, 1998. The higher rate will be due to the
replacement of securities held by the Portfolio that do not satisfy the current
large capitalization investment parameters of the Portfolio. Due to this
increased rate of turnover, the Portfolio is likely to incur the cost of
additional brokerage commissions, and investors are likely to receive an
increased amount of capital gains than have been received in prior years. (See
"Dividends, Capital Gain Distributions and Taxes").
OTHER INFORMATION. As a matter of fundamental policy, the Portfolio may also
borrow money for temporary or emergency purposes, in an aggregate amount not
exceeding 10% of its total assets. Additionally, as a matter of non-fundamental
policy, the Portfolio will not purchase securities while borrowings in excess of
5% of the Portfolio's total assets are outstanding.
The Portfolio is subject to certain fundamental investment policies that,
like the Portfolio's investment objective, may not be changed without the
affirmative vote of the holders of a majority of the Portfolio's outstanding
voting securities as defined in the 1940 Act. All investment policies stated
within this Prospectus are, unless otherwise indicated, non-fundamental and may
be changed by the Fund's Board of Trustees without shareholder approval. Further
fundamental and non-fundamental investment policies of the Portfolio are
described in the Statement of Additional Information.
RISK FACTORS
GROWTH-ORIENTED INVESTING; NO TEMPORARY DEFENSIVE INVESTMENT POLICY. Because the
Portfolio will be invested in growth-oriented companies, the volatility of the
Portfolio may be higher than that of the U.S. equity market as a whole.
Generally, companies with high relative rates of growth tend to reinvest more of
their profits into the company, and pay out less to shareholders in the form of
current dividends. As a result, equity investors tend to receive most of their
return in the form of capital appreciation. This makes growth company securities
more volatile than the market as a whole. In addition, unlike many other mutual
funds, the Portfolio does not reserve authority to depart from its primary
investment policy, even during declining markets, to temporarily pursue
defensive investment policies in an effort to preserve its capital. The
Portfolio will instead adhere to its policy of investing not less than 85% of
its total assets in large cap U.S. equity (or related) securities, during both
good and bad stock market conditions. Investors should carefully consider the
risk of capital losses that may flow from this policy should adverse market
conditions arise and persist in the future, in determining whether to invest, or
remain invested, in the Portfolio.
8
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DEBT SECURITIES. The Portfolio's investment in debt securities will be
subject to credit risk and the inverse relationship between market prices and
interest rates; that is, when interest rates rise, the prices of such securities
tend to fall and, conversely, when interest rates fall, the prices of such
securities tend to rise.
The Portfolio may invest in convertible securities that are rated, at the
time of purchase, in the three highest rating categories by a nationally
recognized statistical rating organization such as Moody's Investors Service,
Inc. or Standard & Poor's, a division of The McGraw-Hill Companies, Inc. or, if
unrated, determined by the Adviser to be of comparable quality. Ratings
represent the rating agency's opinion regarding the quality of the security and
are not a guarantee of quality. Should the rating of a security be downgraded
subsequent to the Portfolio's purchase of the security, the Adviser will
determine whether it is in the best interests of the Portfolio to retain the
security.
OPTIONS AND FUTURES. The use of options and futures involves certain
investment risks and transaction costs. These risks include: dependence on the
Adviser's ability to predict movements in the prices of individual securities,
fluctuations in the general securities markets and movements in interest rates
and currency markets; imperfect correlation between movements in the price of
options, futures contracts or related options and movements in the price of the
security hedged or used for cover; the fact that skills and techniques needed to
trade options, futures contracts and related options are different from those
needed to select the securities in which the Portfolio invests; and lack of
assurance that a liquid secondary market will exist for any particular option,
futures contract or related option at any particular time.
PURCHASE OF SHARES
HOW TO PURCHASE SHARES. Portfolio shares are offered on a continuous basis by
RSD at their net asset value next determined after a purchase order is received
by the Transfer Agent and accepted by RSD. Shares may be purchased directly from
RSD, by clients of WTC through their trust accounts, or by clients of Service
Organizations through their Service Organization accounts. WTC and Service
Organizations may charge their clients a fee for providing administrative or
other services in connection with investments in Portfolio shares. A trust
account at WTC includes any account for which the account records are maintained
on the trust system at WTC. Persons wishing to purchase Portfolio shares through
their accounts at WTC or a Service Organization should contact that entity
directly for appropriate instructions. Other investors may purchase Portfolio
shares by mail or by wire as specified below.
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BY MAIL. You may purchase shares by sending a check drawn on a U.S. bank
payable to The Rodney Square Strategic Equity Fund, along with a completed
Application (included at the end of this Prospectus) to The Rodney Square
Strategic Equity Fund, c/o the Transfer Agent, P.O. Box 8987, Wilmington, DE
19899-9752. A purchase order sent by overnight mail should be sent to The Rodney
Square Strategic Equity Fund, c/o the Transfer Agent, 1105 N. Market Street,
Wilmington, DE 19801. If a subsequent investment is being made, the check should
also indicate your Portfolio account number. When you purchase by check, the
Fund may withhold payment on redemptions until it is reasonably satisfied that
the funds are collected (which can take up to 10 days). If you purchase shares
with a check that does not clear, your purchase will be canceled, and you will
be responsible for any losses or fees incurred in that transaction.
BY WIRE. You may purchase shares by wiring federal funds. To advise the Fund
of the wire and, if making an initial purchase, to obtain an account number, you
must telephone the Transfer Agent at (800) 336-9970. Once you have an account
number, instruct your bank to wire federal funds to the Transfer Agent, c/o
Wilmington Trust Company, Wilmington, DE-ABA# 0311-0009-2, attention: The Rodney
Square Strategic Equity Fund, DDA# 2610-605-2, further credit-your account
number, and your name. If you make an initial purchase by wire, you must
promptly forward a completed Application to the Transfer Agent at the address
stated above under "By Mail."
INDIVIDUAL RETIREMENT ACCOUNTS. Portfolio shares may be purchased for a
tax-deferred retirement plan such as an individual retirement account ("IRA").
For an Application for an IRA and a brochure describing a Portfolio IRA, call
the Transfer Agent at (800) 336-9970. PNC Bank, N.A. ("PNC") makes available its
services as IRA custodian for each shareholder account that is established as an
IRA. For these services, PNC receives an annual fee of $10.00 per account, which
fee is paid directly to PNC by the IRA shareholder. If the fee is not paid by
the date due, Portfolio shares owned by the IRA will be redeemed automatically
for purposes of making the payment.
AUTOMATIC INVESTMENT PLAN. Shareholders may purchase Portfolio shares through
an Automatic Investment Plan. Under the Plan, the Transfer Agent, at regular
intervals, will automatically debit a shareholder's bank checking account in an
amount of $50 or more (subsequent to the $1,000 minimum initial investment), as
specified by the shareholder. A shareholder may elect to invest the specified
amount monthly, bimonthly, quarterly, semiannually or annually. The purchase of
Portfolio shares will be effected at their offering price at the close of
regular trading on the New York Stock Exchange (the "Exchange") (currently 4:00
p.m., Eastern time) on or about the 20th day of the month. For an Application
for the Automatic Investment Plan, check the appropriate box of the Application
at the end of this Prospectus or call the Transfer Agent at (800) 336-9970. This
service is generally not available for WTC trust account clients, since similar
services are provided through WTC. This service may also not be available for
Service Organization clients who are provided similar services by those
organizations.
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ADDITIONAL PURCHASE INFORMATION. The minimum initial investment is $1,000,
but subsequent investments may be made in any amount. WTC and Service
Organizations may impose additional minimum customer account and other
requirements in addition to the minimum initial investment requirement. The Fund
and RSD each reserve the right to reject any purchase order and may suspend the
offering of shares of the Portfolio for a period of time.
Purchase orders received by the Transfer Agent and accepted by RSD before the
close of regular trading on the Exchange on any Business Day of the Fund will be
priced at the net asset value per share that is determined as of the close of
regular trading on the Exchange. (See "How Net Asset Value is Determined").
Purchase orders received by the Transfer Agent and accepted by RSD after the
close of regular trading on the Exchange will be priced as of the close of
regular trading on the following Business Day of the Fund. A "Business Day of
the Fund" is any day on which the Exchange, the Transfer Agent and the
Philadelphia branch office of the Federal Reserve are open for business. The
following are not Business Days of the Fund: New Year's Day, Martin Luther King,
Jr. Day, Presidents' Day, Good Friday, Memorial Day, Independence Day, Labor
Day, Columbus Day, Veterans' Day, Thanksgiving Day and Christmas Day.
It is the responsibility of WTC or the Service Organization involved to
transmit orders for the purchase of shares by its customers to the Transfer
Agent and to deliver required funds on a timely basis, in accordance with the
procedures stated above.
SHAREHOLDER ACCOUNTS
PFPC, as Transfer Agent, maintains for each shareholder an account expressed
in terms of full and fractional shares of the Portfolio rounded to the nearest
1/1000th of a share.
In the interest of economy and convenience, the Fund does not issue share
certificates. Each shareholder is sent a statement at least quarterly showing
all purchases in or redemptions from the shareholder's account. The statement
also sets forth the balance of shares held in the account.
Due to the relatively high cost of maintaining small shareholder accounts,
the Fund reserves the right to close any account with a current value of less
than $500 by redeeming all shares in the account and transferring the proceeds
to the shareholder. Shareholders will be notified if their account value is less
than $500 and will be allowed 60 days in which to increase their account balance
to $500 or more before the account is closed. Reductions in value that result
solely from market activity will not trigger an involuntary redemption.
11
<PAGE>
REDEMPTION OF SHARES
Shareholders may redeem their shares by mail or by telephone as described
below. If you purchased your shares through an account at WTC or a Service
Organization, you may redeem all or part of your shares in accordance with the
instructions pertaining to that account. Corporations, other organizations,
trusts, fiduciaries and other institutional investors may be required to furnish
certain additional documentation to authorize redemptions. Redemption requests
should be accompanied by the Fund's name and your account number.
BY MAIL. Shareholders redeeming their shares by mail should submit written
instructions with a guarantee of their signature by an institution acceptable to
the Fund's Transfer Agent, such as a domestic bank or trust company, broker,
dealer, clearing agency or savings association who are participants in a
medallion program recognized by the Securities Transfer Association. The three
recognized medallion programs are Securities Transfer Agents Medallion Program
(STAMP), Stock Exchanges Medallion Program (SEMP) and New York Stock Exchange,
Inc. Medallion Signature Program (MSP). Signature guarantees that are not part
of these programs will not be accepted. The written instructions should be
mailed to: The Rodney Square Strategic Equity Fund, c/o the Transfer Agent, P.O.
Box 8987, Wilmington, DE 19899-9752. A redemption order sent by overnight mail
should be sent to The Rodney Square Strategic Equity Fund, c/o the Transfer
Agent, 1105 N. Market Street, Wilmington, DE 19801. The redemption order should
indicate the Fund's name, the Portfolio's name, the Portfolio account number,
the number of shares or dollar amount you wish to redeem and the name of the
person in whose name the account is registered. A signature and a signature
guarantee are required for each person in whose name the account is registered.
BY TELEPHONE. Shareholders who prefer to redeem their shares by telephone
must elect to apply in writing for telephone redemption privileges by completing
an Application for Telephone Redemptions (included at the end of this
Prospectus) which describes the telephone redemption procedures in more detail
and requires certain information that will be used to identify the shareholder.
When redeeming by telephone, you must indicate your name, the Fund's name, the
Portfolio's name, the Portfolio account number, the number of shares or dollar
amount you wish to redeem and certain other information necessary to identify
you as the shareholder. The Fund employs reasonable procedures to confirm that
instructions communicated by telephone are genuine and, if such procedures are
followed, will not be liable for any losses due to unauthorized or fraudulent
telephone transactions. During times of drastic economic or market changes, the
telephone redemption privilege may be difficult to implement. In the event that
you are unable to reach the Transfer Agent by telephone, you may make a
redemption request by mail.
12
<PAGE>
ADDITIONAL REDEMPTION INFORMATION. You may redeem all or any part of the
value of your account on any Business Day of the Fund. Redemptions are effected
at the net asset value next calculated after the Transfer Agent has received
your redemption request. (See "How Net Asset Value Is Determined"). The Fund
imposes no fee when shares are redeemed. It is the responsibility of WTC or the
Service Organization to transmit redemption orders and credit their customers'
accounts with redemption proceeds on a timely basis.
Amounts redeemed are normally mailed or wired on the next Business Day of the
Fund after receipt and acceptance of redemption instructions (if received by
RSMC before the close of regular trading on the Exchange), but in no event later
than 7 days following such receipt and acceptance. If the shares to be redeemed
represent an investment made by check, the Fund reserves the right not to make
the redemption proceeds available until it has reasonable grounds to believe
that the check has been collected (which could take up to 10 days).
Redemption proceeds may be wired to your predesignated bank account at any
commercial bank in the United States if the amount is $1,000 or more. The
receiving bank may charge a fee for this service. Alternatively, proceeds may be
mailed to your bank or, for amounts of $10,000 or less, mailed to your Portfolio
account address of record if the address has been established for a minimum of
60 days. In order to authorize the Fund to mail redemption proceeds to your
Portfolio account address of record, complete the appropriate section of the
Application for Telephone Redemptions or include your Portfolio account address
of record when you submit written instructions. You may change the account which
you have designated to receive amounts redeemed at any time. Any request to
change the account designated to receive redemption proceeds should be
accompanied by a guarantee of the shareholder's signature by an eligible
institution. Further documentation will be required to change the designated
account when shares are held by a corporation, other organization, trust,
fiduciary or other institutional investor.
For more information on redemptions, contact the Transfer Agent or, if your
shares are held in an account with WTC or a Service Organization, contact WTC or
the Service Organization.
SYSTEMATIC WITHDRAWAL PLAN. Shareholders who own shares with a value of
$10,000 or more may participate in the Systematic Withdrawal Plan. For an
Application for the Systematic Withdrawal Plan, check the appropriate box of the
Application at the end of this Prospectus or call the Transfer Agent at (800)
336-9970. Under the Plan, shareholders may automatically redeem a portion of
their Portfolio shares monthly, bimonthly, quarterly, semiannually or annually.
The minimum withdrawal available is $100. The redemption of Portfolio shares
will be effected at their net asset value at the close of regular trading on the
Exchange on or about the 25th day of the month. If you expect to purchase
additional Portfolio shares, it may not be to your advantage to participate in
the Systematic Withdrawal Plan because contemporaneous purchases and redemptions
may result in adverse tax consequences. This service is generally not available
for WTC trust account clients, since a similar service is provided through WTC.
This service may also not be available for Service Organization clients who are
provided similar services by those organizations.
13
<PAGE>
EXCHANGE OF SHARES
EXCHANGES AMONG THE RODNEY SQUARE FUNDS. You may exchange all or a portion of
your Portfolio shares for shares of the other funds in the Rodney Square complex
that currently offer their shares to investors. The other Rodney Square funds
are:
THE RODNEY SQUARE FUND, each portfolio of which seeks a high level of current
income consistent with the preservation of capital and liquidity by investing in
money market instruments pursuant to its investment practices. Its portfolios
are:
U.S. GOVERNMENT PORTFOLIO, which invests in U.S. Government obligations
and repurchase agreements involving such obligations.
MONEY MARKET PORTFOLIO, which invests in obligations of major banks, prime
commercial paper and corporate obligations, U.S. Government obligations,
high quality municipal securities and repurchase agreements involving U.S.
Government obligations.
THE RODNEY SQUARE TAX-EXEMPT FUND, which seeks as high a level of interest
income, exempt from federal income tax, as is consistent with a portfolio of
high quality, short-term municipal obligations, selected on the basis of
liquidity and stability of principal.
THE RODNEY SQUARE STRATEGIC FIXED-INCOME FUND, consisting of the following
portfolios:
THE RODNEY SQUARE DIVERSIFIED INCOME PORTFOLIO, which seeks high total
return, consistent with high current income, by investing principally in
various types of investment grade fixed-income securities.
THE RODNEY SQUARE MUNICIPAL INCOME PORTFOLIO, which seeks a high level of
income exempt from federal income tax consistent with the preservation of
capital.
A redemption of shares through an exchange will be effected at the net asset
value per share next determined after receipt by the Transfer Agent of the
request, and a purchase of shares through an exchange will be effected at the
net asset value per share determined at that time or as next determined
thereafter. The net asset values per share of the Rodney Square Fund portfolios
and the Tax-Exempt Fund are determined at 12:00 noon, Eastern time, on each
Business Day of the Fund. The net asset values per share of the Portfolio and
the Strategic Fixed-Income Fund portfolios are determined at the close of
regular trading on the Exchange (currently 4:00 p.m., Eastern time), on each
Business Day.
Exchange transactions will be subject to the minimum initial investment and
other requirements of the fund into which the exchange is made. An exchange may
not be made if the exchange would leave a balance in a shareholder's Portfolio
account of less than $500.
14
<PAGE>
To obtain prospectuses of the other Rodney Square funds, contact RSD. To
obtain more information about exchanges or to place exchange orders, contact the
Transfer Agent or, if your shares are held in a trust account with WTC or in an
account with a Service Organization, contact WTC or the Service Organization.
The Fund reserves the right to terminate or modify the exchange offer described
here and will give shareholders 60 days' notice of such termination or
modification when required by SEC rules. This exchange offer is valid only in
those jurisdictions where the sale of the Rodney Square fund shares to be
acquired through such exchange may be legally made.
HOW NET ASSET VALUE IS DETERMINED
PFPC determines the net asset value per share of the Portfolio as of the
close of regular trading on the Exchange (currently 4:00 p.m., Eastern time), on
each Business Day of the Fund. The net asset value per share of the Portfolio is
calculated by dividing the total current market value of all of the Portfolio's
assets, less all its liabilities, by the total number of the Portfolio's shares
outstanding. If any securities do not have a readily available current market
value, they will be valued in good faith by or under the direction of the Fund's
Board of Trustees.
DIVIDENDS, CAPITAL GAIN DISTRIBUTIONS AND TAXES
DIVIDENDS AND CAPITAL GAIN DISTRIBUTIONS. Dividends from the Portfolio's net
investment income and distributions of net short-term capital gain and net
capital gain (the excess of net long-term capital gain over net short-term
capital loss) realized by the Portfolio, after deducting any available capital
loss carryovers, are paid to its shareholders annually shortly before or after
the end of the Portfolio's fiscal year (December 31). An additional distribution
may be made each year if necessary to avoid the payment of a federal excise tax.
Each dividend is payable to shareholders who redeem, but not to shareholders who
purchase, Portfolio shares on the ex-dividend date. Dividends and capital gain
distributions paid by the Portfolio are automatically reinvested in additional
Portfolio shares on the payment date at the net asset value on the ex-dividend
date. Shareholders may elect to receive dividends and other distributions in
cash by checking the appropriate boxes on the Application & New Account
Registration form contained with this Prospectus.
TAXES. The Portfolio intends to continue to qualify for treatment as a
regulated investment company under the Internal Revenue Code of 1986, as
amended, so that it will be relieved of federal income tax on the portion of its
investment company taxable income (generally consisting of net investment income
plus net short-term capital gain) and net capital gain that is distributed to
its shareholders.
In general, all dividend distributions derived from ordinary income and
short-term capital gain are taxable to investors as ordinary income (eligible in
part for the dividends-received deduction in the case of corporations, subject
to certain conditions). Pursuant to the Taxpayer Relief Act of 1997 (the "1997
Act"), two different tax rates apply to net capital gains. One rate (generally
28%) applies to net gains on capital assets held for more than one year but not
more than 18 months ("mid-term gains"). A second, preferred rate (generally 20%)
applies to the balance of such net capital gains ("adjusted net capital gains").
Distributions of net capital gains will be treated in the hands of shareholders
as mid-term gains to the extent designated by the Portfolio as deriving from net
15
<PAGE>
gains from assets held for more than one year but not more than 18 months, and
the balance will be treated as adjusted net capital gains. Distributions of
mid-term gains and adjusted net capital gains will be taxable to shareholders as
such, regardless of how long a shareholder has held shares in the Portfolio.
Distributions will be taxable as described above whether received in cash or in
shares through the reinvestment of distributions. The dividends-received
deduction for corporations will generally apply to a Portfolio's dividends from
investment income to the extent derived by dividends received by the Portfolio
from domestic corporations, provided the Portfolio and the shareholder each meet
the relevant holding period requirements.
A statement detailing the Federal income tax status of all distributions made
during a taxable year will be sent to shareholders of record no later than
January 31 of the following year. Shareholders must furnish to the Fund a
certified taxpayer identification number ("TIN"). The Fund is required to
withhold 31% from reportable payments including ordinary income dividends,
capital gains distributions, and redemptions occurring in accounts where the
shareholder has failed to furnish a certified TIN and has not certified that
such withholding does not apply. Any shareholders who are non-resident alien
individuals, or foreign corporations, partnerships, trusts or estates, may be
subject to different Federal income tax treatment.
A redemption of Portfolio shares may result in taxable gain or loss to the
redeeming shareholder, depending on whether the redemption proceeds are more or
less than the shareholder's adjusted basis for the redeemed shares. Similar tax
consequences generally will result from an exchange of Portfolio shares for
shares of any other fund in the Rodney Square complex. (See "Exchange of
Shares").
The foregoing is only a summary of some important federal income tax
considerations generally affecting the Portfolio and its shareholders; a further
discussion appears in the Statement of Additional Information. In addition to
these considerations, which are applicable to any investment in the Portfolio,
there may be other federal, state or local tax considerations applicable to a
particular investor. Prospective investors are therefore urged to consult their
tax advisers with respect to the effects of an investment on their own tax
situations.
PERFORMANCE INFORMATION
From time to time, quotations of the Portfolio's average annual total return
("Standardized Return") may be included in advertisements, sales literature or
shareholder reports. Standardized Return will show percentage rates reflecting
the average annual change in the value of an assumed initial investment of
$1,000 assuming the investment has been held for periods of one year, five years
and ten years as of a stated ending date. If a ten-year period has not yet
elapsed, data will be provided as of the end of a shorter period corresponding
to the life of the Portfolio. Standardized Return assumes that all dividends and
capital gain distributions are reinvested in additional shares of the Portfolio.
16
<PAGE>
In addition, the Portfolio may advertise other total return performance data
("Non-Standardized Return"). Non-Standardized Return shows a percentage rate of
return encompassing all elements of return (i.e., income and capital
appreciation or depreciation); it assumes reinvestment of all dividends and
capital gain distributions. Non-Standardized Return may be quoted for the same
or different periods as those for which Standardized Return is quoted.
Non-Standardized Return may consist of a cumulative percentage rate of return,
an average annual percentage rate of return, actual year-by-year rates or any
combination thereof.
The Portfolio's Return (Standardized and Non-Standardized) is increased to
the extent that WTC has waived all or a portion of its advisory fee, or
reimbursed all or a portion of the Portfolio's operating expenses. Returns
(Standardized and Non-Standardized) are based on historical performance of the
Portfolio, show the performance of a hypothetical investment and are not
intended to indicate future performance.
MANAGEMENT OF THE FUND
The Board of Trustees supervises the management, activities and affairs of
the Fund and has approved contracts with various financial organizations to
provide, among other services, day-to-day management required by the Portfolio
and its shareholders.
INVESTMENT ADVISER OF THE PORTFOLIO. WTC, a wholly owned subsidiary of
Wilmington Trust Corporation, a publicly held bank-holding company, is the
Investment Adviser of the Portfolio. WTC has overall responsibilities for assets
under management, provides overall investment strategies and programs for the
Portfolio, monitors and evaluates portfolio performance and manages short-term
investments for the Portfolio. Under an Advisory Agreement with the Fund, WTC,
subject to the supervision of the Board of Trustees, directs the investments of
the Portfolio in accordance with its investment objective, policies and
limitations.
Under the Advisory Agreement, the Portfolio pays a monthly advisory fee to
WTC at the annual rate of 0.55% of the average daily net assets of the
Portfolio. WTC has agreed to waive its fee or reimburse the Portfolio monthly to
the extent that expenses of the Portfolio (excluding taxes, extraordinary
expenses, brokerage commissions and interest) exceed an annual rate of 0.75% of
the Portfolio's average daily net assets through April 1, 1999.
In addition to serving as Adviser for the Portfolio, WTC is engaged in a
variety of investment advisory activities, including the management of
collective pools. A team led by E. Matthew Brown, Vice President, is responsible
for the day-to-day management of the Portfolio. Mr. Brown joined WTC in October
of 1996. Prior to joining WTC, he served as Chief Investment Officer of PNC
Bank, Delaware, from 1993 through 1996, and as Investment Division Manager for
Delaware Trust Capital Management from 1990 through 1993.
ADMINISTRATIVE AND ACCOUNTING SERVICES. Under an Administrative and
Accounting Services Agreement with the Fund, PFPC, 400 Bellevue Parkway,
Wilmington, Delaware 19809, performs certain administrative services for the
Portfolios including preparing shareholder reports, assisting WTC in compliance
monitoring activities and preparing and filing federal and state tax returns on
behalf of the Portfolio. PFPC also performs accounting services for the
Portfolio including determining the net asset value per share of the Portfolio.
17
<PAGE>
For the services provided under the Administration and Accounting Services
Agreement, the Fund pays PFPC an annual fee equal to the amount derived from the
following schedule: 0.10% of the Portfolio's first $1 billion of average daily
net assets; 0.075% of the Portfolio's next $500 million of average daily net
assets; 0.05% of the Portfolio's next $500 million of average daily net assets;
and 0.035% of the Portfolio's average daily assets in excess of $2 billion. In
addition, any related out-of-pocket expenses incurred by PFPC in the provision
of services to the Portfolio are borne by the Portfolio.
Under a Fund Secretarial Services Agreement with the Fund, RSMC performs
certain corporate secretarial services on behalf of the Portfolio including
supplying office facilities, non-investment related statistical and research
data and executive and administrative services; preparing and distributing all
materials necessary for meetings of the Trustees and shareholders of the Fund;
and preparing and arranging for filing, printing and distribution of proxy
materials and post-effective amendments to the Fund's registration statement.
WTC pays RSMC for the provision of these services out of its advisory fee.
TRANSFER AGENT AND DIVIDEND PAYING AGENT. PFPC also serves as Transfer Agent
and Dividend Paying Agent to the Portfolio.
CUSTODIAN AND SUB-CUSTODIAN. WTC serves as Custodian of the Portfolio's
assets and PNC serves as Sub-Custodian of the Portfolio's assets. For its
custody services, the Fund pays WTC an annual fee based on the average daily net
assets of the Portfolio as follows: $0.25 per $1,000 on the first $50 million,
$0.20 per $1,000 on the next $50 million, and $0.15 per $1,000 over $100
million, plus $15 per purchase, sale or maturity of a portfolio security. WTC
(not the Fund) pays PNC for sub-custodial services. Any related out-of-pocket
expenses incurred in the provision of custodial services to the Portfolio are
borne by the Portfolio.
DISTRIBUTION AGREEMENT. Pursuant to a Distribution Agreement with the Fund,
RSD manages the Fund's distribution efforts and provides assistance and
expertise in developing marketing plans and materials for the Portfolios, enters
into agreements with broker-dealers to sell shares of the Portfolios and ,
directly or through its affiliates, provides investor support services.
BANKING LAWS. Banking laws restrict deposit-taking institutions and certain
of their affiliates from underwriting or distributing securities. WTC believes,
and counsel to WTC has advised the Fund, that WTC and its affiliates may perform
the services contemplated by their respective Agreements with the Fund without
violation of applicable banking laws or regulations. If WTC or its affiliates
were prohibited from performing these services, it is expected that the Board of
Trustees would consider entering into agreements with other entities. If a bank
were prohibited from acting as a Service Organization, its shareholder clients
would be expected to be permitted to remain Portfolio shareholders and
alternative means for servicing such shareholders would be sought. It is not
expected that shareholders would suffer any adverse financial consequences as a
result of any of these occurrences.
DESCRIPTION OF THE FUND
The Fund is an open-end, management investment company established as a
Massachusetts business trust on August 19, 1986 by a Declaration of Trust. Prior
to February 23, 1998, the name of the Fund was The Rodney Square Multi-Manager
Fund and the name of the Portfolio was the Growth Portfolio.
18
<PAGE>
The Fund's capital consists of an unlimited number of shares of beneficial
interest. The Trustees are empowered by the Declaration of Trust and the Bylaws
to establish additional portfolios. Shares of the Portfolio entitle their
holders to one vote per share and fractional votes for fractional shares held.
Shares have non-cumulative voting rights, do not have preemptive or subscription
rights and are transferable. As of January 31, 1998, WTC owned by virtue of
shared or sole voting or investment power on behalf of its underlying customer
accounts 62.5% of the shares of the Portfolio and may be deemed to be a
controlling person of the Portfolio under the 1940 Act.
The Fund does not hold annual meetings of shareholders. There will normally
be no meetings of shareholders for the purpose of electing Trustees unless and
until such time as less than a majority of the Trustees holding office have been
elected by shareholders, at which time the Trustees then in office will call a
shareholders' meeting for the election of Trustees. Under the 1940 Act,
shareholders of record owning no less than two-thirds of the outstanding shares
of the Fund may remove a Trustee by vote cast in person or by proxy at a meeting
called for that purpose. The Trustees are required to call a meeting of
shareholders for the purpose of voting upon the question of removal of any
Trustee when requested in writing to do so by the shareholders of record owning
not less than 10% of the Fund's outstanding shares.
19
<PAGE>
[LOGO]
the RODNEY SQUARE
STRATEGIC EQUITY FUND
LARGE CAP GROWTH EQUITY PORTFOLIO
APPLICATION & NEW ACCOUNT REGISTRATION
- --------------------------------------------------------------------------------
INSTRUCTIONS: RETURN THIS COMPLETED FORM TO:
FOR WIRING INSTRUCTION THE RODNEY SQUARE STRATEGIC EQUITY FUND
OR FOR ASSISTANCE C/O THE TRANSFER AGENT
IN COMPLETING THIS FORM P.O. BOX 8987
CALL (800)336-9970 WILMINGTON, DE 19899-9752
- --------------------------------------------------------------------------------
PORTFOLIO SELECTION ($1,000 MINIMUM)
TOTAL AMOUNT TO BE INVESTED $
----------------------
- ---- By check. (Make payable to "The Rodney Square Strategic Equity Fund")
- ---- By wire. Call 1-800-336-9970 for Instruction.
ACCOUNT REGISTRATION-JOINT TENANTS USE LINES 1 AND 2; CUSTODIAN FOR A MINOR, USE
LINES 1 AND 3; CORPORATION, TRUST OR OTHER ORGANIZATION OR ANY FIDUCIARY
CAPACITY, USE LINE 4.
<TABLE>
<CAPTION>
<S> <C> <C> <C> <C>
1. Individual --------------------- --------- -------------------------- ---------------------------
First Name MI Last Name Customer Tax ID No.*
2. Joint Tenancy** --------------------- --------- -------------------------- ---------------------------
First Name MI Last Name Customer Tax ID No.*
Uniform
Gifts/Transfers
3. Gifts to Minors+ under the to Minors Act
--------------------------------------------- -------------------------- ---------
Minor's Name Customer Tax ID No.* State
4. Other Registration ----------------------------------------------------- --------------------------
Customer Tax ID No.*
5. If Trust, Date of Trust Instrument: -------------------------------------------------------------------------------------------
6. -------------------------------------------------------------
Your Occupation
7. ------------------------------------------------------------- --------------------------------------------------------
Employer's Name Employer's Address
</TABLE>
* Customer Tax Identification No.: (a) for an individual, joint tenants, or a
custodial account under the Uniform Gifts/Transfers to Minors Act, supply
the Social Security number of the registered account owner who is to be
taxed; (b) for a trust, a corporation, a partnership, an organization, a
fiduciary, etc., supply the Employer Identification number of the legal
entity or organization that will report income and/or gains.
** "Joint Tenants with Rights of Survivorship" unless otherwise specified.
+ Regulated by the state's Uniform Gift/Transfers to Minors Act.
<PAGE>
- --------------------------------------------------------------------------------
ADDRESS OF RECORD
- --------------------------------------------------------------------------------
Street
- --------------------------------------------------------------------------------
City State Zip Code
DISTRIBUTION OPTIONS-IF THESE BOXES ARE NOT CHECKED ALL DISTRIBUTIONS WILL BE
INVESTED IN ADDITIONAL SHARES.
Pay Cash for:
Income Dividends Other
LARGE CAP GROWTH EQUITY PORTFOLIO |_| |_|
- --------------------------------------------------------------------------------
CHECK ANY OF THE FOLLOWING IF YOU WOULD LIKE ADDITIONAL INFORMATION ABOUT A
PARTICULAR PLAN OR SERVICES SENT TO YOU.
|_|AUTOMATIC INVESTMENT PLAN |_| SYSTEMATIC WITHDRAWAL PLAN
|_| CHECK REDEMPTIONS
(Check redemptions services are generally not available for clients of WTC
through their Trust or corporate cash management accounts; this service may also
not be available for clients of Service Organizations.)
- --------------------------------------------------------------------------------
CERTIFICATIONS AND SIGNATURE(S) - PLEASE SIGN EXACTLY AS REGISTERED UNDER
"ACCOUNT REGISTRATION."
- --------------------------------------------------------------------------------
I have received and read the Prospectus for The Rodney Square Strategic
Equity Fund and agree to its terms; I am of legal age. I understand that the
shares offered by this Prospectus are not deposits of, or guaranteed by,
Wilmington Trust Company or any other bank, nor are the shares insured by the
Federal Deposit Insurance Corporation, the Federal Reserve Board or any other
agency. I further understand that investment in these shares involves investment
risks, including possible loss of principal. If a corporate customer, I certify
that appropriate corporate resolutions authorizing investment in The Rodney
Square Strategic Equity Fund have been duly adopted.
- --------------------------------------------------------------------------------
I certify under penalties of perjury that the Social Security number or
taxpayer identification number shown above is correct. Unless the box below is
checked, I certify under penalties of perjury that I am not subject to backup
withholding because the Internal Revenue Service (a) has not notified me that I
am as a result of failure to report all interest or dividends, or (b) has
notified me that I am no longer subject to backup withholding. The
certifications in this paragraph are required from all nonexempt persons to
prevent backup withholding of 31% of all taxable distributions and gross
redemption proceeds under the federal income tax law.
|_| Check here if you are subject to backup withholding.
Signature Date
----------------------------------------- -------------------
Signature Date
----------------------------------------- -------------------
Check one: |_| Owner |_| Trustee |_| Custodian |_| Other
------------------
<PAGE>
- --------------------------------------------------------------------------------
IDENTIFICATION OF SERVICE ORGANIZATION
We authorize the Transfer Agent and Rodney Square Distributors, Inc. ("RSD") in
the case of transactions by telephone, to act as our agents in connection with
transactions authorized by this order form.
Service Organization Name and Code |_||_||_||_||_|
-----------------------------
Branch Address and Code |_||_||_|
----------------------------------------
Representative or Other Employee Code |_||_||_||_|
--------------------------
- --------------------------------------------------------------------------------
Authorized Signature of
Service Organization Telephone ( )
------------------------- -------------------
- --------------------------------------------------------------------------------
<PAGE>
[LOGO]
the RODNEY SQUARE
STRATEGIC EQUITY FUND
LARGE CAP GROWTH EQUITY PORTFOLIO
APPLICATION FOR TELEPHONE REDEMPTION OPTION
- --------------------------------------------------------------------------------
Telephone redemption permits redemption of fund shares by telephone, with
proceeds directed only to the fund account address of record or to the bank
account designated below. For investments by check, telephone redemption is
available only after these shares have been on the Fund's books for 10 days.
This form is to be used to add or change the telephone redemption option on your
Rodney Square Strategic Equity Fund account(s).
- --------------------------------------------------------------------------------
ACCOUNT INFORMATION
Portfolio Name(s):
-----------------------------------------------------------
Fund Account Number(s):
------------------------------------------------------
(Please provide if you are a current account holder:)
REGISTERED IN THE NAME(S) OF:
--------------------------------------------------
--------------------------------------------------
--------------------------------------------------
REGISTERED ADDRESS:
--------------------------------------------------
NOTE: If this form is not submitted together with the application, a coporate
resolution must be included for accounts registered to other than an individual,
a fiduciary or partnership.
- --------------------------------------------------------------------------------
REDEMPTION INSTRUCTIONS
|_| Add |_| Change
CHECK ONE OR MORE.
|_| Mail proceeds to my fund account address of record (must be $10,000 or
less and address must be established for a minimum of 60 days)
|_| Mail proceeds to my bank
|_| Wire proceeds to my bank (minimum $1,000)
|_| All of the above
Telephone redemption by wire can be used only with financial institutions that
are participants in the Federal Reserve Bank Wire System. If the financial
institution you designate is not a Federal Reserve participant, telephone
redemption proceeds will be mailed to the named financial institution. In either
case, it may take a day or two, upon receipt for your financial institution to
credit your bank account with the proceeds, depending on its internal crediting
procedures
<PAGE>
- --------------------------------------------------------------------------------
BANK INFORMATION -- PLEASE COMPLETE THE FOLLOWING INFORMATION ONLY IF PROCEEDS
MAILED/WIRED TO YOUR BANK WAS SELECTED. A VOIDED BANK CHECK MUST BE ATTACHED TO
THIS APPLICATION.
Name of Bank
--------------------------------------------------
Bank Routing Transit #
--------------------------------------------------
Bank Address
--------------------------------------------------
City/State/Zip
--------------------------------------------------
Bank Account Number
--------------------------------------------------
Name(s) on Bank Account
--------------------------------------------------
- --------------------------------------------------------------------------------
AUTHORIZATIONS
By electing the telephone redemption option, I appoint the Transfer Agent my
agent to redeem shares of any designated Rodney Square Fund when so
instructed by telephone. This power will continue if I am disabled or
incapacitated. By granting this power, I understand that the Transfer Agent
may be contacted, on my apparent behalf, by imposters. In view of this risk,
I further understand and agree that the Transfer Agent plans to follow
reasonable procedures to confirm that instructions communicated by telephone
are genuine. Such procedures shall include sending proceeds of telephone
redemption requests only to my account address of record, or to the bank
listed above. Proceeds in excess of $10,000 will be sent only to my
predesignated bank. By signing below, I agree on behalf of myself, my
successors and assigns, not to hold the Transfer Agent, any of its
affiliates, or any Rodney Square Fund responsible for acting under the
powers I have given the Transfer Agent, provided the aforementioned
precautionary procedures are duly followed. I also agree that all account
and registration information I have given will remain the same unless I
instruct the Transfer Agent otherwise in writing, accompanied by a signature
guarantee. If I want to terminate this agreement, I will give the Transfer
Agent at least ten days notice in writing. If the Transfer Agent or the
Rodney Square Funds want to terminate this agreement, they will give me at
least ten days notice in writing.
ALL OWNERS ON THE ACCOUNT MUST SIGN BELOW AND OBTAIN SIGNATURE GUARANTEE(S).
------------------------------- ---------------------------------------
Signature of Individual Owner Signature of Joint Owner (if any)
---------------------------------------------------------
Signature of Corporate Officer, Trustee or
other -- please include your title
You must have a signature(s) guaranteed by an eligible institution acceptable to
the Fund's transfer agent, such as a bank, broker/dealer, clearing agency or
savings association who are participants in a medallion program recognized by
the Securities Transfer Association. A Notary Public is not an acceptable
guarantor. For more information on signature guarantees, see "Redemption of
Shares" in the Prospectus.
SIGNATURE GUARANTEE(S) (stamp)
<PAGE>
TRUSTEES
Eric Brucker
Fred L. Buckner
Robert J. Christian
John J. Quindlen
Nina M. Webb
------------
OFFICERS
Robert J. Christian, President
Nina M. Webb, Vice President
John J. Kelly, Vice President & Treasurer
Carl M. Rizzo, Esq., Secretary
Diane J. Drake, Esq., Assistant Secretary
Mary Jane Maloney, Assistant Secretary
John C. McDonell, Assistant Treasurer
-------------------------------------
ADMINISTRATOR,
TRANSFER AGENT AND
ACCOUNTING AGENT
PFPC Inc.
400 Bellevue Parkway
Wilmington, DE 19809
--------------------
INVESTMENT ADVISER AND
CUSTODIAN
Wilmington Trust Company
Rodney Square North
1100 N. Market St.
Wilmington, DE 19890-0001
-------------------------
DISTRIBUTOR
Rodney Square Distributors, Inc.
Rodney Square North
1100 N. Market St.
Wilmington, DE 19890-0001
-------------------------
