THE
RODNEY SQUARE
STRATEGIC EQUITY
FUND
PROSPECTUS
JUNE 29, 1998
<PAGE>
EXPENSE TABLE ............................................................. 2
FINANCIAL HIGHLIGHTS ...................................................... 4
QUESTIONS AND ANSWERS ABOUT THE PORTFOLIOS ............................... 5
INVESTMENT OBJECTIVES AND POLICIES ....................................... 7
RISK FACTORS ............................................................. 10
PURCHASE OF SHARES ...................................................... 12
SHAREHOLDER ACCOUNTS ...................................................... 13
REDEMPTION OF SHARES ...................................................... 13
EXCHANGE OF SHARES ...................................................... 15
HOW NET ASSET VALUE IS DETERMINED.......................................... 16
DIVIDENDS, OTHER DISTRIBUTIONS AND TAXES................................... 16
PERFORMANCE INFORMATION.................................................... 17
MANAGEMENT OF THE FUND .................................................... 20
DESCRIPTION OF THE FUND.................................................... 23
APPENDIX.................................................................. 24
APPLICATION & NEW ACCOUNT REGISTRATION.................................... 26
i
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the Rodney Square
Strategic Equity
Fund
The Rodney Square Strategic Equity Fund (the "Fund"), an open-end management
investment company, consists of four separate portfolios (the "Portfolios"): the
Large Cap Growth Equity Portfolio, the Large Cap Value Equity Portfolio, the
Small Cap Equity Portfolio and the International Equity Portfolio. The Large Cap
Growth Equity Portfolio seeks superior long-term growth of capital by investing
principally in large cap U.S. equity securities that are judged by the
Portfolio's adviser, Wilmington Trust Company ("WTC" or "Adviser"), to possess
strong growth characteristics. The Large Cap Value Equity Portfolio seeks
superior long-term growth of capital by investing in large cap U.S. equity
securities that are judged by WTC to be undervalued in the marketplace relative
to underlying profitability. The Small Cap Equity Portfolio seeks superior
long-term growth of capital by investing in small cap U.S. equity securities
that are judged by WTC to either possess strong growth characteristics or to be
undervalued in the marketplace relative to underlying profitability. The
International Equity Portfolio seeks superior long-term capital appreciation by
investing primarily in equity securities of issuers located outside the United
States. Shares of the portfolios are offered at net asset value without the
imposition of any front-end sales charge and are not subject to any Rule 12b-1
fees.
PROSPECTUS
JUNE 29, 1998
This Prospectus sets forth 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 June 29, 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
- --------------------------------------------------------------------------------
SHARES OF THE PORTFOLIOS 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.
<PAGE>
EXPENSE TABLE
<TABLE>
<CAPTION>
LARGE CAP LARGE CAP SMALL CAP INTERNATIONAL
GROWTH EQUITY VALUE EQUITY EQUITY
PORTFOLIO EQUITY PORTFOLIO PORTFOLIO
PORTFOLIO
<S> <C> <C> <C> <C>
SHAREHOLDER TRANSACTION COSTS* None None None None
ANNUAL PORTFOLIO OPERATING EXPENSES**
(as a percentage of average net assets)
Advisory Fee (after waivers) ............ 0.55% 0.46% 0.48% 0.54%
12b-1 Fee ............................... 0.00% 0.00% 0.00% 0.00%
Other Expenses .......................... 0.20% 0.29% 0.32% 0.46%
---- ---- ---- ----
Total Operating Expenses (after waivers) 0.75% 0.75% 0.80% 1.00%
==== ==== ==== ====
EXAMPLE***
You would pay the following expenses on a $1,000 investment in each Portfolio
assuming a 5% annual return and redemption at the end of each time period:
One year................................. $8 $8 $8 $10
Three years.............................. $24 $24 $26 $32
Five years............................... $42 $42 $44 $55
Ten years................................ $93 $93 $99 $122
</TABLE>
* WTC and/or Service Organizations may charge their clients a fee for
providing administrative or other services in connection with investments in
Fund shares. See "Purchase of Shares" for additional information.
** Because the Large Cap Value Equity Portfolio, the Small Cap Equity Portfolio
and the International Equity Portfolio had no operations prior to the date
of this Prospectus, expenses for those Portfolios are estimated for their
first year of operations, adjusted to reflect WTC's undertaking to waive its
advisory fees or reimburse expenses to the extent that the Portfolios'
expenses (excluding taxes, extraordinary expenses, brokerage commissions and
interest) exceed an annual rate of 0.75%, 0.80%, and 1.00%, respectively, of
each Portfolio's average daily net assets at least until April 1999. Without
waivers, the Advisory Fees for the Large Cap Value Equity Portfolio, the
Small Cap Equity Portfolio and the International Equity Portfolio would be
0.55%, 0.60% and 0.65%, respectively, of each Portfolio's average daily net
assets. Without waivers, Total Operating Expenses for the Large Cap Value
Equity Portfolio, the Small Cap Equity Portfolio and the International
Equity Portfolio are estimated to be 0.84%, 0.92% and 1.11%, respectively,
of each Portfolio's average daily net assets. With respect to the Large Cap
Growth Equity Portfolio, expenses are based on that Portfolio's expenses for
its fiscal year ended December 31, 1997, adjusted to reflect its current
advisory, administration, accounting services and transfer agency fees, the
termination of its Rule 12b-1 Plan, and WTC's undertaking to waive its
advisory fees or reimburse expenses to the extent that the Portfolio's
expenses (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. WTC currently intends to continue to waive
its advisory fees or reimburse the Portfolios' expenses as described above
after April 1999.
2
<PAGE>
*** The assumption in the Example of a 5% annual return is required by
regulations of the SEC and is applicable to all mutual funds. The assumed 5%
annual return is not a prediction of, and does not represent, any
Portfolio's projected or actual performance.
The purpose of the preceding table is solely to aid shareholders and
prospective investors in understanding the various expenses that investors in
the Portfolios 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.
3
<PAGE>
FINANCIAL HIGHLIGHTS
The following table includes selected per share data and other performance
information for the Large Cap Growth Equity Portfolio throughout the following
periods derived from the audited financial statements of the Fund. It should be
read in conjunction with the Portfolio's audited financial statements and notes
thereto, appearing in the Fund's Annual Report to Shareholders for the fiscal
year ended December 31, 1997, which is included, together with the auditor's
unqualified report, as part of the Fund's Statement of Additional Information.
Effective February 23, 1998, WTC became the Adviser of the Large Cap Growth
Equity Portfolio. Prior to February 23, 1998, the Large Cap Growth Equity
Portfolio was managed by two or three different portfolio advisers selected by
Rodney Square Management Corporation ("RSMC"), the former manager and
administrator of the Portfolio. Also prior to February 23, 1998, the Large Cap
Growth Equity Portfolio 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.
Information is not provided for the Large Cap Value Equity Portfolio, the Small
Cap Equity Portfolio and the International Equity Portfolio, as those Portfolios
had no operations prior to the date of this Prospectus.
LARGE CAP GROWTH EQUITY PORTFOLIO
<TABLE>
<CAPTION>
FOR THE FISCAL YEARS ENDED DECEMBER 31,
---------------------------------------
1997 1996 1995 1994 1993 1992 1991 1990 1989 1988
---- ---- ---- ---- ---- ---- ---- ---- ---- ----
<S> <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
------ ------ ------ ------ ------ ------ ------ ------ ------ -----
INVESTMENT OPERATIONS:
Net investment income (loss)* (0.19) (0.15) (0.10) (0.03) (0.03) 0.00 0.07 0.11 0.14 0.07
Net realized and unrealized
gain (loss) on investments.... 5.44 4.37 4.38 (0.02) 2.29 0.92 4.71 (1.01) 2.58 1.68
---- ---- ---- ----- ---- ----- ----- ----- ---- -----
Total from investment
operations ........ 5.25 4.22 4.28 (0.05) 2.26 0.92 4.78 (0.90) 2.72 1.75
---- ---- ---- ----- ---- ----- ---- ------ ---- ----
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)
From net realized gain on
investments .................. (3.10) (2.41) (2.01) (1.20) (1.43) (1.04) (0.62) (0.01) 0.00 0.00
------ ------ ------ ----- ----- ------ ------ ------ ---- ----
Total distributions .... (3.10) (2.41) (2.01) (1.20) (1.43) (1.04) (0.69) (0.13) (0.15) (0.07)
------ ------ ------ ----- ----- ------ ------ ------ ------ -----
NET ASSET VALUE - END OF PERIOD . $21.37 $19.22 $17.41 $15.14 $16.39 $15.56 $15.68 $11.59 $12.62 $10.05
====== ====== ====== ====== ====== ====== ====== ====== ====== ======
TOTAL RETURN ................... 27.50% 24.25% 28.43% (0.23)% 14.57% 5.95% 41.54% (7.15)% % 27.15% 20.94%
RATIOS (TO AVERAGE NET ASSETS)/SUPPLEMENTAL DATA:
Expenses + ................... 1.38% 1.43% 1.43% 1.38% 1.42% 1.46% 1.50% 1.74% 1.75% 1.75%
Net investment income (loss) . (0.86)% (0.78)% (0.53)% (0.17)% (0.18)% (0.03)% 0.52% 0.94% 1.21% 0.77%
Portfolio turnover rate .......... 28.05% 34.84% 49.12% 37.05% 44.38% 37.79% 32.63% 38.18% 83.12% 57.55%
Average commission rate paid ++... $0.0580 $0.0630 -- -- -- -- -- -- -- --
Net assets at end of period
(000 omitted) .................... $91,445 $76,174 $66,311 $65,267 $66,091 $60,852 $56,648 $40,709 $39,571 $28,845
</TABLE>
* The net investment income per share for the years ended December 31, 1997 and
December 31, 1996 was calculated using average shares outstanding.
+ Effective December 22, 1990, RSMC agreed to waive its fee as such 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% and 2.21% for the years ended
December 31, 1991, 1989 and 1988, respectively. For the years ended December 31,
1997, 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.
4
<PAGE>
QUESTIONS AND ANSWERS ABOUT THE PORTFOLIOS
The information provided in this section is qualified in its entirety by
reference to the more detailed information contained elsewhere in this
Prospectus.
WHAT ARE THE PORTFOLIOS' INVESTMENT OBJECTIVES AND PRIMARY INVESTMENT POLICIES?
The Fund is an open-end, management investment company consisting of four
separate diversified portfolios: the Large Cap Growth Equity Portfolio, the
Large Cap Value Equity Portfolio, the Small Cap Equity Portfolio and the
International Equity Portfolio. The investment objectives and primary investment
policies of the Portfolios are as follows:
LARGE CAP GROWTH EQUITY PORTFOLIO. This Portfolio's investment
objective is to seek superior long-term growth of capital. The Portfolio seeks
to achieve its objective by investing at least 85% of its total assets in large
cap U.S. equity securities that are judged by WTC to possess strong growth
characteristics. (See "Investment Objectives and Policies - Large Cap Growth
Equity Portfolio.")
LARGE CAP VALUE EQUITY PORTFOLIO. This Portfolio's investment
objective is to seek superior long-term growth of capital. The Portfolio seeks
to achieve its objective by investing at least 85% of its total assets in large
cap U.S. equity securities that are judged by WTC to be undervalued in the
marketplace relative to underlying profitability. (See "Investment Objectives
and Policies - Large Cap Value Equity Portfolio.")
SMALL CAP EQUITY PORTFOLIO. This Portfolio's investment objective is
to seek superior long-term growth of capital. The Portfolio seeks to achieve its
objective by investing at least 85% of its total assets in small cap U.S. equity
securities that are judged by WTC to either possess strong growth
characteristics or to be undervalued in the marketplace relative to underlying
profitability. (See "Investment Objectives and Policies - Small Cap Equity
Portfolio.")
INTERNATIONAL EQUITY PORTFOLIO. This Portfolio's investment objective
is to seek superior long-term capital appreciation. The Portfolio seeks to
achieve its objective by investing at least 85% of its total assets in equity
securities of issuers located outside the United States. (See "Investment
Objectives and Policies - International Equity Portfolio.")
WHAT ARE THE RISKS TO CONSIDER BEFORE INVESTING?
Investment in the Portfolios 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 Portfolios may engage in certain options, futures and (in the case of
the International Equity Portfolio only) foreign currency transactions. Such
transactions may involve certain risks, increase costs and diminish investment
performance.
In addition, in the case of the International Equity Portfolio, investing
in foreign securities also involves special risks such as greater volatility in
foreign securities markets, less extensive regulation of foreign brokers,
securities, markets and issuers, the possibility of delays in settlement in
foreign securities markets and possible expropriation, nationalization, currency
controls or confiscatory taxation. (See "Investment Objectives and Policies" and
"Risk Factors.")
Prior to the date of this Prospectus, the Large Cap Value Equity
Portfolio, the Small Cap Equity Portfolio and the International Equity Portfolio
had no operations. Prior to February 23, 1998, WTC was not the adviser to the
Large Cap Growth Equity Portfolio.
HOW CAN YOU BENEFIT BY INVESTING IN THE PORTFOLIOS RATHER THAN BY
INVESTING DIRECTLY IN THE SECURITIES HELD BY THOSE PORTFOLIOS?
Investing in the Portfolios offers two key benefits:
FIRST: Each Portfolio offers a way to keep money invested in a
professionally managed portfolio of securities and, at the same time, to
5
<PAGE>
maintain daily liquidity. The Portfolios also offer a way for investors to
diversify their investment portfolios by participating in pooled funds of large
cap or small cap U.S. equity securities or equity securities of issuers located
outside the United States. There are no minimum periods for investment in the
Portfolios, and no fees will be charged at the time of purchase or redemption.
SECOND: Investors in a Portfolio need not become involved with the
detailed bookkeeping and operating procedures normally associated with direct
investment in the securities held by the Portfolios.
WHO IS THE INVESTMENT ADVISER?
Wilmington Trust Company ("WTC"), is the investment adviser to the
Portfolios. As part of its responsibilities, WTC recommends sub-advisers for the
direct management of the International Equity Portfolio, allocates assets among
those sub-advisers, and monitors and evaluates the sub-advisers' performance.
(See "Management of the Fund.")
WHO ARE THE SUB-ADVISERS OF THE INTERNATIONAL EQUITY PORTFOLIO?
The three sub-advisers are:
Clemente Capital, Inc.
Invista Capital Management, Inc.
Scudder Kemper Investments, Inc.
WHO IS THE ADMINISTRATOR, TRANSFER AGENT AND ACCOUNTING AGENT FOR THE FUND?
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 FUND'S DISTRIBUTOR?
Rodney Square Distributors, Inc. ("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 PORTFOLIOS?
Each Portfolio is designed as an investment vehicle for individual
investors, corporations and other institutional investors. Shares of each
Portfolio may be purchased at their net asset value next determined after a
purchase order is received by PFPC and accepted by RSD, as described below.
There is no sales load. The minimum initial investment is $1,000 per Portfolio,
but additional investments may be made in any amount.
Shares of each 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 Portfolios or for assistance in opening
an account.
- --------------------------------------------------------------------------------
NATIONWIDE ........................ (800) 336-9970
- --------------------------------------------------------------------------------
HOW DO YOU REDEEM SHARES OF THE PORTFOLIOS?
If you purchased shares of a 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.")
6
<PAGE>
HOW ARE DIVIDENDS AND OTHER DISTRIBUTIONS PAID?
Distributions of net investment income and net realized capital gains, if
any, and, in the case of the International Equity Portfolio, net realized gains
from foreign currency transactions, if any, are made annually, near the end of
the calendar year. 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, Other Distributions and Taxes.")
ARE EXCHANGE PRIVILEGES AVAILABLE?
You may exchange all or a portion of your Portfolio shares for shares of
another Portfolio or for shares of any of the other funds in the Rodney Square
complex, subject to certain conditions. (See "Exchange of Shares.")
INVESTMENT OBJECTIVES AND POLICIES
LARGE CAP GROWTH EQUITY PORTFOLIO
The Large Cap Growth Equity 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.
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), which is formed by assigning a
style composite score to all of the companies in the Russell 1000 Index, a
passive index that includes the largest 1000 stocks in the U.S. as measured by
market capitalization, to determine their growth or value characteristics.
Approximately 70% of those stocks are placed in either the Growth or Value
Index. The remaining stocks are placed in both indexes with a weight
proportional to their growth or value characteristics. On its annual rebalancing
date of May 31, 1997, the smallest stock in the Russell 1000 Index had a market
cap of approximately $1.1 billion.
At all times, at least 85% of the Portfolio's total assets will be
invested in the following equity (or related) securities:
. common stocks 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 that are judged by
the Adviser to possess strong growth characteristics;
. options on, or securities convertible (such as convertible
preferred stock and convertible bonds) into, the common stock of
such issuers;
. options on indexes of the common stocks of such issuers; and
. 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.
(See "Appendix.")
LARGE CAP VALUE EQUITY PORTFOLIO
The Large Cap Value Equity 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.
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 Value Index (assuming the reinvestment of
dividends and capital gain distributions), which is formed by assigning a style
composite score to all of the companies in the Russell 1000 Index, a passive
index that includes the largest 1000 stocks in the U.S. as measured by market
capitalization, to determine their growth or value characteristics.
Approximately 70% of the stocks are placed in either the Growth or Value Index.
The remaining stocks are placed in both indexes with a weight proportional to
their growth or value characteristics. On its annual rebalancing date of May 31,
1997, the smallest stock in the Russell 1000 Index had a market cap of
approximately $1.1 billion.
7
<PAGE>
At all times, at least 85% of the Portfolio's total assets will be
invested in the following equity (or related) securities:
. common stocks 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 that are judged by
the Adviser to be undervalued in the marketplace relative to
underlying profitability;
. options on, or securities convertible (such as convertible
preferred stock and convertible bonds) into, the common stock of
such issuers;
. options on indexes of the common stocks of such issuers; and
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.
(See "Appendix.")
SMALL CAP EQUITY PORTFOLIO
The Small Cap Equity 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 small cap U.S. equity (or related) securities. 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 2000 Index (assuming the reinvestment of dividends and
capital gain distributions), a passive index that includes the smallest 2000
stocks in the Russell 3000 Index of the 3000 largest stocks in the U.S. as
measured by market capitalization. On its annual rebalancing date of May 31,
1997, the largest stock in the Russell 2000 Index had a market cap of
approximately $1.1 billion.
The Adviser delegates investment management responsibilities for the
Portfolio to two different portfolio management teams - one value-oriented and
the other growth-oriented - to achieve the Portfolio's objective.
At all times, at least 85% of the Portfolio's total assets will be
invested in the following equity (or related) securities:
. common stocks of U.S. corporations with a market capitalization
at time of purchase equal to or less than that of the largest
stock in the Russell 2000 Index and that are judged by the
Adviser to possess strong growth characteristics or to be
undervalued in the marketplace relative to underlying
profitability;
. options on, or securities convertible (such as convertible
preferred stock and convertible bonds) into, the common stock of
such issuers;
. options on indexes of the common stocks of such issuers; and
. 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.
(See "Appendix.")
INTERNATIONAL EQUITY PORTFOLIO
The International Equity Portfolio seeks superior long-term capital
appreciation. 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 equity securities (including convertible
securities) of issuers located outside the United States. 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
Morgan Stanley Capital International Europe, Australasia & Far East Index
(assuming the reinvestment of dividends and capital gain distributions), an
unmanaged index representing the market value weighted price of stocks of
approximately 1100 companies screened for liquidity, cross ownership, and
industry representation and listed on major stock exchanges in Europe,
Australasia and the Far East.
8
<PAGE>
Under normal conditions, at least 85% of the Portfolio's total assets
will be invested in common stocks of foreign issuers, preferred stocks and/or
debt securities that are convertible securities of such issuers, and open- or
closed-end investment companies that invest primarily in the equity securities
of issuers in countries where it is impossible or impractical to invest
directly. The Portfolio may also invest up to 15% of its total assets in
non-convertible debt securities issued by foreign governments, international
agencies and private foreign issuers that, at the time of purchase, are rated A
or better by Moody's Investors Service, Inc. ("Moody's") or Standard & Poor's, a
division of The McGraw-Hill Companies, Inc. ("S&P"), or, if not rated, are
judged by the Adviser or one or more of the sub-advisers to be of comparable
quality. The Portfolio may use forward currency contracts, options, futures
contracts and options on futures contracts to attempt to hedge actual or
anticipated investment security positions. (See "Appendix.")
MULTIPLE ADVISER TECHNIQUE. The assets of the International Equity
Portfolio are managed by three sub-advisers, each of which has entered into a
separate agreement with WTC for the provision of investment advisory services to
the Portfolio. Subject to the receipt of an exemptive order from the SEC, WTC
may enter into new or modified advisory agreements with existing or new
sub-advisers without the approval of Portfolio shareholders, but subject to
approval of the Board of Trustees of the Fund. The allocation of assets among
the Portfolio's sub-advisers is made by WTC, and each sub-adviser makes specific
investments for the portion of the assets under its management. Each sub-adviser
uses its own investment approach and investment strategies to achieve the
Portfolio's objective. It is anticipated that the allocation of assets among the
sub-advisers will be roughly equal and that no sub-adviser will be asked to
focus its investments on a particular region or sector.
The primary objective of the multiple adviser structure is to reduce
portfolio volatility through multiple investment approaches, a strategy used by
many institutional investors. For example, a particular investment approach may
be successful in a bear (falling) market, while a different approach may be more
successful in a bull (rising) market. The use of multiple investment approaches
consistent with the investment objective and policies of the International
Equity Portfolio is designed to mitigate the impact of a single sub-adviser's
performance in the market cycle during which such sub-adviser's approach is less
successful. Because the sub-advisers' different investment approaches make it
unlikely that there will be significant overlap in the securities selected by
any of the sub-advisers at any given point in time, the performance of one or
more of the sub-advisers is expected to offset the impact of any other
sub-adviser's relatively adverse results. Conversely, the successful results of
a sub-adviser will be dampened by less successful results of the other
sub-advisers. There can be no assurance that the expected advantages of the
multiple adviser technique will be realized.
ALL PORTFOLIOS
CASH MANAGEMENT. With respect to not more than 15% of a Portfolio's total
assets, the Adviser may hold cash and cash equivalents including high quality
money market instruments and investment companies that seek to maintain a stable
net asset value (money market funds) in order to manage cash flow in the
Portfolio. Such securities may include bank obligations, commercial paper, 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.
OTHER INVESTMENTS AND INVESTMENT STRATEGIES. As a matter of fundamental
policy, each Portfolio may also borrow money for temporary or emergency
purposes, in an aggregate amount not exceeding 10% of its total assets. As a
matter of non-fundamental policy, however, no Portfolio will purchase securities
while borrowings in excess of 5% of the Portfolio's total assets are
outstanding. In addition, certain of the securities purchased by the Portfolios
may be considered illiquid. For further information about the Portfolios'
investments and investment strategies, see the Appendix to this Prospectus and
the Statement of Additional Information.
PORTFOLIO TURNOVER. The frequency of portfolio transactions and a
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 Large Cap Growth Equity 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
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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 a larger amount of capital gain distributions than has been received in
prior years. The portfolio turnover rate for the other Portfolios is expected to
be less than 100%. (See "Dividends, Other Distributions and Taxes.")
OTHER INFORMATION. Each 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 Investment Company
Act of 1940 ("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. Additional fundamental
and non-fundamental investment policies are described in the Appendix to this
Prospectus and in the Statement of Additional Information.
RISK FACTORS
GROWTH-ORIENTED INVESTING. Because the Large Cap Growth Equity Portfolio
and the growth portion of the Small Cap Equity Portfolio will be invested in
growth-oriented companies, the volatility of these Portfolios 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 in the company,
and pay out less to shareholders in the form of current dividends. As a result,
growth investors tend to receive most of their return in the form of capital
appreciation. This tends to make growth company securities more volatile than
the market as a whole. In addition, there can be no assurance that growth within
a particular company will continue to occur.
VALUE-ORIENTED INVESTING. Even though the Large Cap Value Equity Portfolio
and the value portion of the Small Cap Equity Portfolio will be invested in
companies whose securities are believed to be undervalued relative to their
underlying profitability, there can be no assurance that the shares of the
companies selected for these Portfolios will appreciate in value. In addition,
although an investment in the shares of undervalued companies may provide some
protection from market declines, even the shares of comparatively undervalued
companies typically fall in price during broad market declines.
SMALL CAP COMPANIES. The Small Cap Equity Portfolio will invest
principally in securities of small cap companies. Small cap companies may be
more vulnerable than larger companies to adverse business or economic
developments. Small cap companies may also have limited product lines, markets
or financial resources, may be dependent on relatively small or inexperienced
management groups, and may operate in industries characterized by rapid
technological obsolescence. Securities of such companies may be less liquid and
more volatile than securities of larger companies and therefore may involve
greater risk than investing in larger companies. In addition, small cap
companies may not be well known to the investing public, may not have
institutional ownership and may have only cyclical, static or moderate growth
prospects.
FOREIGN SECURITIES. The International Equity Portfolio will invest
principally in securities of foreign issuers. Investing in foreign securities
involves risks and considerations not normally associated with investing in U.S.
markets. For example, most of the securities held by the International Equity
Portfolio are not registered with the SEC, nor are most of the issuers of such
securities subject to SEC reporting requirements. Other considerations and risks
include the potential of expropriation, nationalization, currency controls,
confiscatory taxation, withholding taxes on dividends and interest, less
extensive regulation of foreign brokers, securities markets and issuers, less
publicly available information, different accounting standards, non-negotiable
brokerage commissions, costs incurred in conversions between currencies, lower
trading volume and greater volatility, the possibility of delays in settlement
in foreign securities markets, limitations on the use or transfer of assets
(including suspension of the ability to transfer currency from a given country),
the difficulty of enforcing obligations in other countries, and adverse
economic, diplomatic, political or social developments. Moreover, individual
foreign economies may differ favorably or unfavorably from the U.S. economy in
such respects as growth of gross national product, rate of inflation, capital
reinvestment, resource self-sufficiency and balance of payments position. To the
extent the International Equity Portfolio invests substantially in issuers
located in one country, such investments may be subject to greater risk in the
event of political or social instability or adverse economic developments
affecting that country. While the International Equity Portfolio invests
predominantly in securities that are regularly traded on recognized exchanges or
in over-the-counter markets, from time to time foreign securities may be
difficult to liquidate rapidly without significantly depressing the price of
those securities. The costs attributable to foreign investing are frequently
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higher than those attributable to domestic investing. For example, the costs of
maintaining assets outside the United States exceed the costs of maintaining
assets with a U.S. custodian.
The International Equity Portfolio may invest in securities of issuers
located in emerging market countries. The risks of investing in foreign
securities may be increased with respect to securities of issuers in, or
denominated in, the currencies of emerging market countries. The economies of
emerging market countries generally have been and may continue to be adversely
affected by trade barriers, exchange controls, managed adjustments in relative
currency values and other protectionist measures imposed or negotiated by the
countries with which they trade. In addition to the risks of their generally
less stable political, social and economic conditions, emerging market countries
also have been and may continue to be adversely affected by economic conditions
in the countries with which they trade. The securities markets of emerging
market countries are substantially smaller, less developed, less liquid and more
volatile than the securities markets of the United States and other developed
countries. Disclosure and regulatory standards in many respects are less
stringent in emerging market countries than in the United States and other major
markets. There also may be a lower level of monitoring and regulation of
emerging markets and the activities of investors in such markets, and
enforcement of existing regulations may be extremely limited. Investing in local
markets, particularly in emerging market countries, may require the
International Equity Portfolio to adopt special procedures, seek local
government approvals or take other actions, each of which may involve additional
costs to the International Equity Portfolio and may delay the Portfolio's
ability to purchase or sell securities. Certain emerging market countries may
also restrict investment opportunities in issuers in industries deemed important
to national interests.
FOREIGN CURRENCY. Because foreign securities ordinarily are denominated in
foreign currencies, changes in foreign currency exchange rates affect the
International Equity Portfolio's net asset value, the value of dividends and
interest earned, gains and losses realized on the sale of portfolio securities,
and net investment income and capital gains, if any, to be distributed to
shareholders. In other words, if the value of a foreign currency declines
against the U.S. dollar, the value of assets quoted in such currency will
decrease, and conversely, if the value of foreign currency rises against the
U.S. dollar, the value of assets quoted in such currency will increase. The rate
of exchange between the U.S. dollar and other currencies is determined by
various factors, including supply and demand in the foreign exchange markets,
international balance of payments, governmental intervention and speculation,
and other political and economic conditions.
NO TEMPORARY DEFENSIVE INVESTMENT POLICY. Unlike many other mutual funds,
the Portfolios do not reserve authority to depart from their primary investment
policies, even during declining markets, to temporarily pursue defensive
investment policies in an effort to preserve their capital. Instead, each
Portfolio will adhere to a policy of investing not less than 85% of its total
assets in 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
Portfolios.
DEBT SECURITIES. The Portfolios' 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 Portfolios 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 or S&P, or, if
unrated, are determined by the Adviser or sub-adviser, as applicable, to be of
comparable quality. In addition, the International Equity Portfolio may invest
in non-convertible debt securities issued by foreign governments, international
agencies, and private foreign issuers that, at the time of purchase, are rated A
or better by Moody's or S&P, or, if not rated, are judged by the Adviser or one
or more of the sub-advisers 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 a Portfolio's purchase of the security, the Adviser or sub-adviser, as
applicable, will determine whether it is in the best interest of the Portfolio
to retain the security.
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OPTIONS, FUTURES AND FORWARD CURRENCY CONTRACTS. The use of options,
futures and forward currency contracts involves certain investment risks and
transaction costs. These risks include: dependence on WTC's and the
sub-advisers' 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 a currency, options, futures contracts or related options and
movements in the price of the currency or security hedged or used for cover; the
fact that skills and techniques needed to trade options, futures contracts and
related options or to use forward currency contracts are different from those
needed to select the securities in which the Portfolios invest; and lack of
assurance that a liquid secondary market will exist for any particular option,
futures contract or related option at any particular time.
YEAR 2000 ISSUE. Like other mutual funds, financial and business
organizations and individuals around the world, the Portfolios could be
adversely affected if the computer systems used by WTC, the sub-advisers and the
Portfolios' other service providers do not properly process and calculate
date-related information and data after January 1, 2000. This is commonly known
as the "Year 2000 Problem." WTC is taking steps that it believes are reasonably
designed to address the Year 2000 Problem with respect to the computer systems
that it uses, and to obtain assurances that comparable steps are being taken by
the Portfolios' other major service providers. At this time, however, there can
be no assurance that these steps will be sufficient to avoid any adverse impact
on the Portfolios.
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 PFPC 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.
BY MAIL. You may purchase shares by sending a check drawn on a U.S. bank
payable to the Portfolio you have selected, along with a completed Application
(included at the end of this Prospectus) to The Rodney Square Strategic Equity
Fund, c/o PFPC, P.O. Box 8951, Wilmington, DE 19899-9752. A purchase order sent
by overnight mail should be sent to The Rodney Square Strategic Equity Fund, c/o
PFPC, 400 Bellevue Parkway, Suite 108, Wilmington, DE 19809. 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 PFPC at (800) 336-9970. Once you have an account
number, instruct your bank to wire federal funds to PFPC, c/o PNC Bank,
Philadelphia, PA ABA# 031-0000-53, attention: The Rodney Square Strategic Equity
Fund, DDA# 86-0172-6591, further credit-your account number, the name of the
selected Portfolio and your name. If you make an initial purchase by wire, you
must promptly forward a completed Application to PFPC 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 the IRA, call PFPC 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.
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AUTOMATIC INVESTMENT PLAN. Shareholders may purchase Portfolio shares
through an Automatic Investment Plan. Under the Plan, PFPC, 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 PFPC 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.
ADDITIONAL PURCHASE INFORMATION. The minimum initial investment is $1,000
per Portfolio, 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 reserves the right to reject any purchase order and may suspend the
offering of shares of the Portfolios for a period of time.
Purchase orders received by PFPC 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 PFPC 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
Exchange on the following Business Day of the Fund. A "Business Day of the Fund"
is any day on which the Exchange, PFPC 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 PFPC 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.
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, the Portfolio's name and the Portfolio
account number.
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BY MAIL. Shareholders redeeming their shares by mail should submit written
instructions with a guarantee of their signature by an institution acceptable to
PFPC, such as a domestic bank or trust company, broker, dealer, clearing agency
or savings association, that is a participant 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 PFPC, P.O. Box 8951, Wilmington, DE 19899-9752. A
redemption order sent by overnight mail should be sent to The Rodney Square
Strategic Equity Fund, c/o PFPC, 400 Bellevue Parkway, Suite 108, Wilmington, DE
19809. 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 PFPC by telephone, you may make a redemption request by
mail.
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 PFPC has received your redemption
request. (See "How Net Asset Value Is Determined.") The Fund imposes no fee when
shares are redeemed. WTC or the Service Organization is responsible for
transmitting redemption orders and crediting their customers' accounts with
redemption proceeds on a timely basis.
Redemption checks are normally mailed or wired on the next Business Day of
the Fund after receipt and acceptance by PFPC of redemption instructions (if
received by PFPC 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 that
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 PFPC 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 of a Portfolio
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 PFPC at
(800) 336-9970. Under the Plan, shareholders may automatically redeem a portion
of their Portfolio shares monthly, bimonthly, quarterly, semiannually or
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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 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.
EXCHANGE OF SHARES
EXCHANGES AMONG THE RODNEY SQUARE FUNDS. You may exchange all or a portion
of your shares in a Portfolio for shares of another Portfolio or 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:
SHORT/INTERMEDIATE BOND PORTFOLIO, which seeks high total return,
consistent with high current income, by investing principally in
various types of investment grade fixed income securities of a
short/intermediate duration.
INTERMEDIATE BOND PORTFOLIO, which seeks high total return,
consistent with high current income, by investing principally in
various types of investment grade fixed income securities of an
intermediate duration.
MUNICIPAL BOND 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 PFPC 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 Tax-Exempt Fund and the two
portfolios of The Rodney Square Fund are determined at 12:00 noon, Eastern time,
on each Business Day of the Fund. The net asset values per share of the
Portfolios and the Rodney Square 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.
To obtain prospectuses of the other Rodney Square Funds, contact RSD. To
obtain more information about exchanges, or to place exchange orders, contact
PFPC 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
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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 each 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 each Portfolio
is calculated by dividing the total current market value of all of a Portfolio's
assets, less all its liabilities, by the total number of the Portfolio's shares
outstanding.
The Portfolios value their assets based on their current market prices
when market quotations are readily available. Any assets held by a Portfolio
that are denominated in foreign currencies or that are traded on foreign
exchanges are valued daily in U.S. dollars at the foreign currency exchange
rates prevailing at the time PFPC determines the daily net asset value per
share. Securities that do not have a readily available current market value, are
valued in good faith by or under the direction of the Fund's Board of Trustees
DIVIDENDS, OTHER DISTRIBUTIONS AND TAXES
DIVIDENDS AND OTHER DISTRIBUTIONS. Dividends from each Portfolio's net
investment income and distributions of (1) net short-term capital gain and net
capital gain (the excess of net long-term capital gain over net short-term
capital loss), if any, realized by each Portfolio, after deducting any available
capital loss carryovers, and (2) (in the case of the International Equity
Portfolio only) net gains realized from foreign currency transactions are paid
to its shareholders annually, near the end of each calendar year.
Each dividend and other distribution is payable to shareholders of a
Portfolio who redeem, but not to shareholders who purchase, shares of the
Portfolio on the ex-distribution date. Dividends and other distributions paid by
each Portfolio are automatically reinvested in additional shares of the
Portfolio on the payment date at their current net asset value unless the
shareholder elects to receive distributions in cash, in the form of a check, by
checking the appropriate boxes on the Application & New Account Registration
form accompanying this Prospectus.
TAXES. Each Portfolio intends to qualify (or, in the case of the Large Cap
Growth Equity Portfolio, to continue to qualify) for treatment as a regulated
investment company under the Internal Revenue Code of 1986, as amended ("Code"),
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
and net short-term capital gain and, in the case of the International Equity
Portfolio, net realized gains from certain foreign currency transactions, if
any) and net capital gain that it distributes to its shareholders.
Dividends from each Portfolio's investment company taxable income (whether
paid in cash or reinvested in additional shares) are taxable to its shareholders
as ordinary income to the extent of the Portfolio's earnings and profits.
Distributions of a Portfolio's net capital gain (whether paid in cash or
reinvested in additional shares), when designated as such, are taxable to its
shareholders as long-term capital gain, regardless of the length of time they
have held their shares. Under the Taxpayer Relief Act of 1997, different maximum
tax rates apply to a noncorporate taxpayer's net capital gain depending on the
taxpayer's holding period and marginal rate of federal income tax -- generally,
28% for gain recognized on capital assets held for more than one year but not
more than 18 months and 20% (10% for taxpayers in the 15% marginal tax bracket)
for gain recognized on capital assets held for more than 18 months. Each
Portfolio may divide each net capital gain distribution into a 28% rate gain
distribution and a 20% rate gain distribution (in accordance with its holding
periods for the securities it sold that generated the distributed gain), in
which event its shareholders must treat those portions accordingly. Investors
should be aware that if Portfolio shares are purchased shortly before the record
date for any dividend or capital gain distribution, they will pay full price for
the shares and will receive some portion of the price back as a taxable
distribution.
Shortly after the end of each calendar year, each Portfolio notifies its
shareholders of the amounts of dividends and capital gain distributions paid (or
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deemed paid) during that year. The information regarding capital gain
distributions designates the portions thereof subject to the different maximum
rates of tax applicable to non-corporate taxpayers' net capital gain indicated
above.
Each Portfolio is required to withhold 31% of all dividends, capital gain
distributions and redemption proceeds payable to any individuals and certain
other noncorporate shareholders who do not provide the Portfolio with a
certified taxpayer identification number. Each Portfolio also is required to
withhold 31% of all dividends and capital gain distributions payable to those
shareholders who otherwise are subject to backup withholding. In connection with
this withholding requirement, unless an investor has indicated that he or she is
subject to backup withholding, the investor must certify on the Application that
the Social Security or other taxpayer identification number provided thereon is
correct and that the investor is not otherwise subject to backup withholding.
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 shares of one Portfolio
for shares of another Portfolio or another fund in the Rodney Square complex.
(See "Exchange of Shares.") In addition, if shares of a Portfolio are purchased
within 30 days of redeeming other shares of that Portfolio at a loss, that loss
will not be deductible to the extent of the amount reinvested, and an adjustment
in that amount will be made to the shareholder's basis for the newly purchased
shares.
The foregoing is only a summary of some important federal income tax
considerations generally affecting the Portfolios and their shareholders; a
further discussion appears in the Statement of Additional Information. In
addition to these considerations, which are applicable to any investment in the
Portfolios, there may be other federal, state or local tax considerations
applicable to a particular investor, and any shareholders who are non-resident
alien individuals, or foreign corporations, partnerships, trusts or estates, may
be subject to different federal income tax treatment than that summarized above.
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
All performance information advertised by each Portfolio is based on
historical information, shows the performance of a hypothetical investment and
is not intended to indicate and is no guarantee of future performance. Unlike
some bank deposits or other investments which pay a fixed yield for a stated
period of time, a Portfolio's total return and net asset valued will vary
depending upon, among other things, changes in market conditions and the level
of the Portfolio's operating expenses. The Fund's annual report to shareholders
contains additional performance information. The annual report is available upon
request and free of charge.
TOTAL RETURN. From time to time, quotations of each 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 the
Portfolio has not been in operation for those time periods, the life of the
Portfolio will be used where applicable. Standardized Return assumes that all
dividends and other distributions were reinvested in additional shares of the
Portfolio.
In addition, each 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
other distributions. Non-Standardized Return may be quoted for the same or
different periods as those for which Standardized Return is quoted.
A Portfolio's Return (Standardized and Non-Standardized) is increased to
the extent that WTC or RSMC has waived all or a portion of its fees, or
reimbursed all or a portion of the Portfolio's 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.
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LARGE CAP VALUE EQUITY PORTFOLIO. The Large Cap Value Equity Portfolio
commenced operations on June 29, 1998 following the tax-free transfer of assets
by the Value Stock Fund, a collective investment fund, to the Portfolio in
exchange for shares of the Portfolio. The Large Cap Value Equity Portfolio's
investments on June 29, 1998 were the same as those of the Value Stock Fund
immediately prior to the transfer.
The Value Stock Fund was not a registered investment company because it
was exempt from registration under the 1940 Act. Because, in a practical sense,
the Value Stock Fund constitutes a "predecessor" of the Large Cap Value Equity
Portfolio, the Portfolio calculates its performance by including the Value Stock
Fund's total return, adjusted to reflect the deduction of annual fees and
expenses applicable to shares of the Portfolio as stated in the Expense Table in
this Prospectus (i.e., adjusted to reflect anticipated expenses, absent
investment advisory fee waivers).
The Large Cap Value Equity Portfolio from time to time may advertise
certain investment performance figures, as discussed below. These figures are
based on historical information and are not intended to indicate, predict or
guarantee future performance of the Large Cap Value Equity Portfolio.
PERFORMANCE INFORMATION REGARDING THE
VALUE STOCK FUND, A COLLECTIVE INVESTMENT FUND
AVERAGE ANNUAL TOTAL RETURN*
1 year 3 years 5 years Since 12/91**
------ ------- ------- -----------
36.14% 27.69% 18.95% 19.88%
- ---------------
* Figures were calculated pursuant to a methodology established by the SEC. The
total return figures are as of March 31, 1998.
** The Value Stock Fund was organized in 1987, but was operated as a
"multi-manager" fund by WTC and multiple other unaffiliated sub-advisers prior
to December 1991. As of December 1991, WTC became the sole adviser of the fund.
The above-quoted performance data is the performance of the Value
Stock Fund for the period before the Large Cap Value Equity Portfolio commenced
operations, adjusted to reflect the annual deduction of fees and expenses
applicable to shares of the Portfolio (i.e., adjusted to reflect anticipated
expenses, absent investment advisory fee waivers). The Value Stock Fund was not
registered under the 1940 Act and therefore was not subject to certain
investment restrictions, limitations and diversification requirements imposed by
the 1940 Act and the Code. If the Value Stock Fund had been registered under the
1940 Act, its performance may have been different. The investment objective,
restrictions and strategies of the Large Cap Value Equity Portfolio are
substantially similar to those followed by the Value Stock Fund since December
1991, although the Value Stock Fund invested in common stocks of issuers with
medium-to-large market capitalization values ($500 million to over $10 billion).
Notwithstanding this difference, WTC believes that the investment objective,
restrictions and strategies of the Large Cap Value Equity Portfolio are
substantially similar to those of the Value Stock Fund. The portfolio managers
of the Large Cap Value Equity Portfolio also managed the Value Stock Fund from
December 1991 to the transfer of assets to the Large Cap Value Equity Portfolio.
SMALL CAP EQUITY PORTFOLIO. The Small Cap Equity Portfolio commenced
operations on June 29, 1998 following the tax-free transfer of assets by the
Small Cap Stock Fund, a collective investment fund, to the Portfolio in exchange
for shares of the Portfolio. The Small Cap Equity Portfolio's investments on
June 29, 1998 were the same as those of the Small Cap Stock Fund immediately
prior to the transfer.
The Small Cap Stock Fund was not a registered investment company as it was
exempt from registration under the 1940 Act. Because, in a practical sense, the
Small Cap Stock Fund constitutes a "predecessor" of Small Cap Equity Portfolio,
the Portfolio calculates is performance by including Small Cap Stock Fund's
total return, adjusted to reflect the annual deduction of fees and expenses
18
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applicable to shares of the Portfolio as stated in the Expense Table in this
Prospectus (i.e., adjusted to reflect anticipated expenses, absent investment
advisory fee waivers).
The Small Cap Equity Portfolio from time to time may advertise certain
investment performance figures, as discussed below. These figures are based on
historical information and are not intended to indicate, predict or guarantee
future performance of the Small Cap Equity Portfolio.
PERFORMANCE INFORMATION REGARDING THE
SMALL CAP STOCK FUND, A COLLECTIVE INVESTMENT FUND
ANNUAL TOTAL RETURN*
April 1, 1997 - March 31, 1998**
--------------
50.69%
- -------------
* Figures were calculated pursuant to a methodology established by the SEC. The
annual total return only reflects performance for a one-year period in which
returns for small cap portfolios generally were high and higher than for longer
time periods. Due to the volatile nature of the securities in which the Small
Cap Equity Portfolio invests, the Portfolio's performance will likely fluctuate
substantially depending on market conditions.
** The Small Cap Stock Fund's inception date was October 1991. Prior to April
1997 the fund was managed by an investment adviser unaffiliated with WTC, which
invested primarily in growth-oriented small cap companies with market
capitalizations of $500 million or less at time of purchase. As of April 1997,
WTC assumed management of the Fund and assigned management responsibility to two
different WTC portfolio management teams - one value-oriented and the other
growth-oriented.
The above-quoted performance data is the performance of the Small Cap
Stock Fund for the period before the Small Cap Equity Portfolio commenced
operations, adjusted to reflect the annual deduction of fees and expenses
applicable to shares of the Portfolio (i.e., adjusted to reflect anticipated
expenses, absent investment advisory fee waivers). The Small Cap Stock Fund was
not registered under the 1940 Act and therefore was not subject to certain
investment restrictions, limitations and diversification requirements imposed by
the 1940 Act and the Code. If the Small Cap Stock Fund had been registered under
the 1940 Act, its performance may have been different. The investment objective,
restrictions and strategies of the Small Cap Equity Portfolio are substantially
similar to those followed by the Small Cap Stock Fund since April 1997, and the
portfolio managers of the Small Cap Equity Portfolio also managed the Small Cap
Stock Fund from April 1997 to the transfer of assets to the Small Cap Equity
Portfolio.
INTERNATIONAL EQUITY PORTFOLIO. The International Equity Portfolio
commenced operations on June 29, 1998 following the tax-free transfer of assets
by the International Stock Fund, a collective investment fund, to the Portfolio
in exchange for shares of the Portfolio. The International Equity Portfolio's
investments on June 29, 1998 were the same as those of the International Stock
Fund immediately prior to the transfer.
The International Stock Fund was not a registered investment company
because it was exempt from registration under the 1940 Act. Because, in a
practical sense, the International Stock Fund constitutes a "predecessor" of the
International Equity Portfolio, the Portfolio calculates its performance by
including the International Stock Fund's total return, adjusted to reflect the
annual deduction of fees and expenses applicable to shares of the Portfolio as
stated in the Expense Table in this Prospectus (i.e., adjusted to reflect
anticipated expenses, absent investment advisory fee waivers).
The International Equity Portfolio from time to time may advertise
certain investment performance figures, as discussed below. These figures are
based on historical information and are not intended to indicate, predict or
guarantee future performance of the International Equity Portfolio.
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<PAGE>
PERFORMANCE INFORMATION REGARDING THE
INTERNATIONAL STOCK FUND, A COLLECTIVE INVESTMENT FUND
AVERAGE ANNUAL TOTAL RETURN*
1 year 3 years 5 years 10 years
------ ------- ------- --------
18.53% 12.76% 12.66% 10.34%
- ----------------------
* Figures were calculated pursuant to a methodology established by the SEC. The
total return figures are as of March 31, 1998.
The above-quoted performance data is the performance of the
International Stock Fund for the period before the International Equity
Portfolio commenced operations, adjusted to reflect the annual deduction of fees
and expenses applicable to shares of the Portfolio (i.e., adjusted to reflect
anticipated expenses, absent investment advisory fee waivers). The International
Stock Fund was not registered under the 1940 Act and therefore was not subject
to certain investment restrictions, limitations and diversification requirements
imposed by the 1940 Act and the Code. If the International Stock Fund had been
registered under the 1940 Act, its performance may have been different. The
investment objective, restrictions and strategies of the International Equity
Portfolio are substantially similar to those followed by the International Stock
Fund since the latter's inception. Two of the three sub-advisers of the
International Equity Portfolio (Scudder Kemper Investments, Inc. and Clemente
Capital, Inc.) were also sub-advisers of the International Stock Fund since
inception. The third sub-adviser (Invista Capital Management, Inc.) assumed its
responsibilities in February 1998.
MANAGEMENT OF THE FUND
The Fund's 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 Portfolios and their shareholders.
INVESTMENT ADVISER. WTC, a wholly owned subsidiary of Wilmington Trust
Corporation, a publicly held bank-holding company, is the Investment Adviser of
the Portfolios. Under an Advisory Agreement with the Fund, WTC, subject to the
supervision of the Board of Trustees, directs the investments of each Portfolio
in accordance with its investment objective, policies and limitations. In
addition to serving as Investment Adviser for the Portfolios, WTC is engaged in
a variety of investment advisory activities, including the management of other
mutual funds and collective investment pools.
Under the Advisory Agreement, the Large Cap Growth Equity Portfolio and
the Large Cap Value Equity Portfolio each pays a monthly advisory fee to WTC at
the annual rate of 0.55% of the average daily net assets of the Portfolio; the
Small Cap Equity Portfolio pays a monthly advisory fee to WTC at the annual rate
of 0.60% of the average daily net assets of the Portfolio; and the International
Equity Portfolio pays a monthly advisory fee to WTC at the annual rate of 0.65%
of the average daily net assets of the Portfolio. WTC has agreed to waive its
fees or reimburse each 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 average daily net assets of the
Large Cap Growth Equity Portfolio and the Large Cap Value Equity Portfolio,
0.80% of the average daily net assets of the Small Cap Equity Portfolio, and
1.00% of the average daily net assets of the International Equity Portfolio at
least until April 1999.
A "growth" team led by E. Matthew Brown, Vice President, is responsible
for the day-to-day management of the Large Cap Growth Equity Portfolio and the
growth portion of the Small Cap Equity 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. A "value" team led
by Grace Messner is responsible for the day-to-day management of the Large Cap
Value Equity Portfolio and the value portion of the Small Cap Equity Portfolio.
Ms. Messner, a chartered financial analyst, joined WTC's investment group in
1972 and has worked at various times as an equity analyst, fixed income manager,
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<PAGE>
Director of Equity Research, and head of Equity Management. She currently
manages WTC's Value Equity Division and is a member of the Investment Policy
Committee. With respect to the International Equity Portfolio, Robert J.
Christian, Chief Investment Officer of WTC, or his delegate, is primarily
responsible for monitoring the day-to-day investment activities of the
sub-advisers to the Portfolio. Mr. Christian has been a Director of RSMC since
February 1996, and was Chairman and Director of PNC Equity Advisors Company, and
President and Chief Investment Officer of PNC Asset Management Group, Inc. from
1994 to 1996. He was Chief Investment Officer of PNC Bank, N.A. from 1992 to
1996 and Director of Provident Capital Management from 1993 to 1996.
SUB-ADVISERS OF THE INTERNATIONAL EQUITY PORTFOLIO. WTC has hired three
sub-advisers who specialize in international investing strategies to manage the
Portfolio's assets on a day-to-day basis. Each sub-adviser makes specific
portfolio investments for that segment of the assets of the Portfolio under its
management in accordance with the Portfolio's investment objective and policies
and the sub-adviser's investment approach and strategies. A sub-adviser may
direct Portfolio transactions to a broker that is an affiliate of a sub-adviser.
The sub-advisers of the Portfolio are listed and described below.
Selection and retention criteria for sub-advisers include: (1) their
historical performance records; (2) an investment approach that is distinct in
relation to the approaches of each of the Portfolio's other sub-advisers; (3)
consistent performance in the context of the markets and preservation of capital
in declining markets; (4) organizational stability and reputation; (5) the
quality and depth of investment personnel; and (6) the ability of the
sub-adviser to apply its approach consistently. Each sub-adviser will not
necessarily exhibit all of the criteria to the same degree. WTC (not the Fund)
pays each sub-adviser a monthly portfolio management fee at the annual rate of
0.50% of the average daily net assets under the sub-adviser's management during
the month.
The Fund intends to seek an exemptive order from the SEC that would permit
the Fund's Board of Trustees, without the approval of shareholders: (1) to
employ a new sub-adviser pursuant to the terms of a new sub-advisory agreement,
either as a replacement for an existing sub-adviser or as an additional
sub-adviser; (2) to change the terms of a sub-advisory agreement; and (3) to
continue the employment of an existing sub-adviser on the same advisory contract
terms where a contract has been assigned because of a change in control of the
sub-adviser. Shareholders would receive notice of such action, including the
information concerning the sub-adviser that normally is provided in the
Prospectus.
The sub-advisers of the International Equity Portfolio are as follows:
CLEMENTE CAPITAL, INC.
Carnegie Hall Tower
152 West 57th Street, 25th Floor
New York, New York 10019
Clemente Capital, Inc. ("Clemente") was founded in 1976 as a Far East
economic and business consultant, and in 1979, registered as an investment
adviser. Since 1986, Clemente has focused on managing money with a global
emphasis. Lilia C. Clemente is Chairman, Chief Executive Officer and controlling
shareholder of Clemente. WTC is a creditor of Clemente and owns approximately
24% of its common stock. In addition, Robert J. Christian, Chief Investment
Officer of WTC, is a director of Clemente.
Clemente performs active global and international investment management
services for individual and institutional clients including two U.S. registered
investment companies: The Clemente Global Growth Fund and The First Philippine
Fund. As of February 28, 1998, Clemente managed in excess of $500 million in
assets. Clemente's investment approach begins with a global outlook and
identifies the major forces affecting the global environment. Clemente then
identifies the themes that are responding to global factors. The third step
involves the decision of which country or sector will benefit from the themes.
Finally, Clemente seeks companies with favorable growth characteristics in such
countries and sectors. Leopoldo M. Clemente, President and Chief Investment
Officer, and Thomas J. Prapas, Director of Portfolio Management serve as
portfolio managers for that portion of the Portfolio's assets under Clemente's
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<PAGE>
management. Mr. Clemente has been responsible for portfolio management and
security selection for the past eight years, and Mr. Prapas has been a portfolio
manager with Clemente for the past eleven years.
INVISTA CAPITAL MANAGEMENT, INC.
1800 Hub Tower
699 Walnut Street
Des Moines, Iowa 50309
Invista Capital Management, Inc. ("Invista") is a registered investment
adviser that was organized in 1984 and is an indirect, wholly owned subsidiary
of Principal Mutual Life Insurance Company.
As of February 28, 1998, Invista managed in excess $26 billion in assets.
As of that date, Invista managed approximately $3.8 billion in foreign equities
in separately managed accounts and mutual funds for public funds, corporations,
endowments and foundations, insurance companies, and individuals.
Invista's investment philosophy is based on estimating the true economic
value of a company and purchasing the stock at a discount to this intrinsic
value. Intrinsic value is driven by the company's current and future competitive
prospects as captured in an estimate of long-term free cash flow, which is
compared to the current price. Invista takes a long-term, value-oriented
approach to investing and recognizes the importance of growth to future
investment objectives. Whether investing in developed or emerging markets,
Invista uses a borderless valuation comparison method that evaluates similar
companies within particular industries or sectors rather than within a single
country. Invista's utilization of a bottom-up process is aimed at identifying
the best investment opportunities in the world, regardless of location. Scott D.
Opsal, CFA, Executive Vice President and lead portfolio manager of international
equities for Invista, is the portfolio manager for the portion of the
Portfolio's assets under Invista's management. Mr. Opsal joined Invista at its
inception in 1985, and assumed his current responsibilities in 1993. His
previous responsibilities include security analysis and portfolio management
activities for various U.S. equity portfolios, managing the firm's convertible
securities, and overseeing Invista's index fund and derivatives positions.
Kurtis D. Spieler, CFA, Vice President and manager of the firm's dedicated
emerging market portfolios, is Mr. Opsal's backup. r. Spieler has been Invista's
emerging markets portfolio manager since joining Invista in 1995.
SCUDDER KEMPER INVESTMENTS, INC.
345 Park Avenue
New York, New York 10154
Scudder Kemper Investments, Inc. ("Scudder Kemper") was founded in 1919 as
America's first independent investment counselor and has served as investment
adviser, administrator, and distributor of mutual funds since 1928.
As of December 31, 1997, Scudder Kemper managed in excess of $200 billion
in assets. As of December 31, 1997, more than $49.6 billion represented
investment management services for over 2.5 million mutual fund shareholder
accounts. As of that date, Scudder Kemper supervised approximately $30 billion
of foreign investments in separately managed accounts for pension funds,
foundations, educational institutions and government entities, and in open-end
and closed-end investment companies.
Each international investment product offered by Scudder Kemper is managed
by a small, separate team of specialized investment professionals. The
investment process combines a top-down/bottom-up approach with a focus on
fundamental research. Investment ideas are generated by regional analysts,
global industry analysts, and portfolio managers through the integration of
three analytical disciplines; global themes (identification of sectors and
industries likely to gain or lose during specific phases of a theme's cycle);
country analysis (qualitative assessment of each country's fundamental and
political characteristics combined with an objective, quantitative analysis of
market and economic data); and company analysis (identification of company
opportunities by search for unique attributes such as a franchise or monopoly,
above average growth potential, innovation, or scarcity). Irene T. Cheng serves
22
<PAGE>
as the lead portfolio manager for that portion of the Portfolio's assets under
Scudder Kemper's management. Ms. Cheng has been in the asset management business
for over nine years and joined Scudder Kemper as a portfolio manager in 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 Portfolios. PFPC also performs accounting services for the
Portfolios, including determining the net asset value per share of each
Portfolio.
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 each Portfolio's first $1 billion of average daily
net assets; 0.075% of each Portfolio's next $500 million of average daily net
assets; 0.05% of each Portfolio's next $500 million of average daily net assets;
and 0.035% of each Portfolio's average daily net assets in excess of $2 billion.
In addition, any related out-of-pocket expenses incurred by PFPC in the
provision of services to a Portfolio are borne by that Portfolio.
Under a Fund Secretarial Services Agreement with the Fund, RSMC performs
certain corporate secretarial services on behalf of the Portfolios 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 Portfolios. For these services, the Fund
pays PFPC an annual fee of 0.030% of the Fund's average daily net assets plus
transaction charges and out-of-pocket expenses.
CUSTODIAN AND SUB-CUSTODIAN. WTC serves as Custodian, and PNC serves as
Sub-Custodian, of the assets of each Portfolio, except the International Equity
Portfolio. For its custody services, the Fund pays WTC an annual fee equal to
the amount derived from the following schedule: 0.0150% of the first $2 billion
of the Portfolio's average daily net assets; 0.0125% of the next $1 billion of
the Portfolio's average daily net assets; and 0.0100% of the Portfolio's average
daily net assets in excess of $3 billion, plus transaction charges. WTC (not the
Fund) pays PNC for sub-custodial services. Any related out-of-pocket expenses
incurred in the provision of custodial services to a Portfolio are borne by that
Portfolio. Bankers Trust Company serves as Custodian of the International Equity
Portfolio's assets, and it employs foreign sub-custodians to maintain the
International Equity Portfolio's assets outside the United States.
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 financial institutions to sell shares of the Portfolio 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 a diversified, open-end, management investment company
established on August 19, 1986, as a Massachusetts business trust under
Massachusetts law by a Declaration of Trust. Prior to February 23, 1998, the
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<PAGE>
name of the Fund was The Rodney Square Multi-Manager Fund and the name of the
Large Cap Growth Equity Portfolio was the Growth Portfolio.
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 and classes of shares. Shares of the
Portfolios 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 June 22, 1998, WTC owned of record approximately 86.79% of the
shares of the Large Cap Growth Equity Portfolio, of which it owned beneficially,
with power to vote on behalf of its customer accounts, approximately 58.47% of
the shares of the Portfolio. Accordingly, WTC may be deemed to be a controlling
person of the Portfolio under the 1940 Act. It is anticipated that immediately
after the commencement of operations of the Large Cap Value Equity Portfolio,
the Small Cap Equity Portfolio and the International Equity Portfolio, WTC will
own by virtue of shared or sole voting or investing power on behalf of its
underlying customer accounts approximately 100% of the outstanding shares of
each of those Portfolios and may be deemed to be a controlling person of those
Portfolios 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.
APPENDIX
The following paragraphs contain a brief description of certain securities
in which the Portfolio may invest and the strategies in which they may engage
consistent with their investment objectives and policies.
ALL PORTFOLIOS
REPURCHASE AGREEMENTS. A repurchase agreement is a transaction in which a
Portfolio purchases a security from a bank or recognized securities dealer and
simultaneously commits to resell that security to a bank or dealer at an agreed
date and price reflecting a market rate of interest, unrelated to the coupon
rate or the maturity of the purchased security. While it is not possible to
eliminate all risks from these transactions (particularly the possibility of a
decline in the market value of the underlying securities, as well as delays and
costs to the Portfolio if the other party to the repurchase agreement becomes
bankrupt), it is the policy of the Portfolio to limit repurchase transactions to
primary dealers and banks whose creditworthiness has been reviewed and found
satisfactory by WTC. Repurchase agreements maturing in more than seven days are
considered illiquid for purposes of the Portfolio's investment limitations. (See
following discussion of illiquid securities.)
ILLIQUID SECURITIES. Under each Portfolio's investment limitations, the
Portfolio may not invest more than 15% of its net assets in securities that are
considered illiquid. For purposes of these limitations repurchase agreements
maturing in more than seven days, and securities that are illiquid by virtue of
legal or contractual restrictions on resale ("restricted securities") or the
absence of a readily available market are considered illiquid securities.
Securities that are freely marketable in the country where they are principally
traded, but which are not freely marketable in the United States, are not
subject to this 15% limit. Similarly, securities that are considered restricted
securities by virtue of legal or contractual restrictions on their resale but
which are actively traded in the institutional market are not subject to the 15%
limit.
LARGE CAP GROWTH EQUITY PORTFOLIO, LARGE CAP VALUE EQUITY PORTFOLIO AND SMALL
CAP EQUITY PORTFOLIO
OPTIONS ON SECURITIES AND SECURITIES INDEXES. The Portfolios may purchase
call options on securities that the Adviser intends to include in the Portfolios
24
<PAGE>
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 Portfolios may purchase put options to hedge against a decline in
the market value of securities held in the Portfolios or in an attempt to
enhance return. The Portfolios may write (sell) put and covered call options on
securities in which they are authorized to invest. The Portfolios 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 a Portfolio that 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 Portfolios 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 a 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.
INTERNATIONAL EQUITY PORTFOLIO
HEDGING STRATEGIES. The International Equity Portfolio's sub-advisers may
use forward currency contracts, options and futures contracts and related
options to attempt to hedge securities held by the Portfolio. There can be no
assurance that such efforts will succeed. Hedging strategies, if successful, can
reduce risk of loss by wholly or partially offsetting the negative effect of
unfavorable price movements in the investments being hedged. However, hedging
strategies can also reduce opportunity for gain by offsetting the positive
effect of favorable price movements in the hedged investment. These hedging
techniques are described below and in further detail in the Statement of
Additional Information, and the risks associated with these techniques are
described below under "Risk Factors."
The International Equity Portfolio may enter into forward currency
contracts either with respect to specific transactions or with respect to the
Portfolio's positions. When WTC or a sub-adviser believes that a particular
currency may decline compared to the U.S. dollar, the Portfolio may enter into a
forward contract to sell the currency that WTC or the sub-adviser expects to
decline in an amount approximating the value of some or all of the Portfolio's
securities denominated in that currency. Such contracts may only involve the
sale of a foreign currency against the U.S. dollar. In addition, when the
Portfolio anticipates purchasing or selling a security, it may enter into a
forward currency contract in order to set the rate (either relative to the U.S.
dollar or another currency) at which a currency exchange transaction related to
the purchase or sale will be made.
The International Equity Portfolio also may sell (write) and purchase put
and call options and futures contracts and related options on foreign currencies
to hedge against movements in exchange rates relative to the U.S. dollar. In
addition, the Portfolio may write and purchase put and call options on
securities and stock indexes to hedge against the risk of fluctuations in the
prices of securities held by the Portfolio or which WTC or a sub-adviser intends
to include in the Portfolio. 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. The Portfolio also may sell and
purchase stock index futures contracts and related options to protect against a
general stock market decline that could adversely affect the Portfolio's
securities or to hedge against a general stock market or market sector advance
to lessen the cost of future securities acquisitions. The Portfolio may use
interest rate futures contracts and related options thereon to hedge the debt
portion of its portfolio against changes in the general level of interest rates.
The International Equity Portfolio will not enter into an options, futures
or forward currency contract transaction that exposes the Portfolio to an
obligation to another party unless the Portfolio either (i) owns an offsetting
("covered") position in securities, currencies, options, futures or forward
currency contracts or (ii) has cash, receivables and liquid securities with a
value sufficient at all times to cover its potential obligations to the extent
not covered as provided in (i) above.
25
<PAGE>
[LOGO]
the RODNEY SQUARE
STRATEGIC EQUITY FUND
<TABLE>
<CAPTION>
- -------------------------------------------------------------------------------------------------
APPLICATION & NEW ACCOUNT REGISTRATION
- -------------------------------------------------------------------------------------------------
=================================================================================================
INSTRUCTIONS: RETURN THIS COMPLETED FORM TO:
FOR WIRING INSTRUCTION OR FOR ASSISTANCE THE RODNEY SQUARE STRATEGIC EQUITY FUND
IN COMPLETING THIS FORM CALL (800) C/O PFPC
336-9970 P.O. BOX 8951
WILMINGTON, DE 19899-9752
=================================================================================================
PORTFOLIO SELECTION ($1,000 MINIMUM PER PORTFOLIO)
<S> <C>
|_| LARGE CAP GROWTH EQUITY PORTFOLIO $__________
|_| LARGE CAP VALUE EQUITY PORTFOLIO $__________
|_| SMALL CAP EQUITY PORTFOLIO $__________
|_| INTERNATIONAL EQUITY PORTFOLIO $__________
TOTAL AMOUNT TO BE INVESTED $_______________________
_________ By check. (Make payable to the applicable Portfolio.)
_________ By wire. Call 1-800-336-9970 for Instructions.
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.
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.
26
<PAGE>
================================================================================
ADDRESS OF RECORD
- --------------------------------------------------------------------------------
Street
- --------------------------------------------------------------------------------
City State Zip Code
Pay Cash for:
Income Dividends Other Distributions
LARGE CAP GROWTH EQUITY PORTFOLIO |_| |_|
LARGE CAP VALUE EQUITY PORTFOLIO |_| |_|
SMALL CAP EQUITY PORTFOLIO |_| |_|
INTERNATIONAL EQUITY PORTFOLIO |_| |_|
- --------------------------------------------------------------------------------
CHECK ANY OF THE FOLLOWING IF YOU WOULD LIKE ADDITIONAL INFORMATION ABOUT A
PARTICULAR PLAN SENT TO YOU.
|_|AUTOMATIC INVESTMENT PLAN |_| SYSTEMATIC WITHDRAWAL PLAN
================================================================================
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
27
<PAGE>
- -------------------------------------------------------------------------------
IDENTIFICATION OF SERVICE ORGANIZATION
We authorize PFPC and 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 ( )_______
- --------------------------------------------------------------------------------
28
<PAGE>
[LOGO]
the RODNEY SQUARE
STRATEGIC EQUITY FUND
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 corporate
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
29
<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 PFPC my agent to
redeem shares of any designated Rodney Square Strategic Equity Fund when so
instructed by telephone. This power will continue if I am disabled or
incapacitated. By granting this power, I understand that PFPC may be
contacted, on my apparent behalf, by impostors. In view of this risk, I
further understand and agree that PFPC 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
PFPC, any of its affiliates, or any Rodney Square Strategic Equity Fund
responsible for acting under the powers I have given PFPC, 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 PFPC otherwise in writing, accompanied by a signature
guarantee. If I want to terminate this agreement, I will give PFPC at least
ten days notice in writing. If PFPC or the Rodney Square Strategic Equity
Fund wants 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
PFPC, such as a bank, broker/dealer, clearing agency or savings association,
that is a participant 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)
30
<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. Kelley, Vice President & Treasurer
Carl M. Rizzo, Esq., Secretary
Mary Jane Maloney, Assistant Secretary
John C. McDonnell, Assistant Treasurer
________________________
INVESTMENT ADVISER
Wilmington Trust Company
Rodney Square North
1100 N. Market St.
Wilmington, DE 19890-0001
________________________
ADMINISTRATOR,
TRANSFER AGENT AND
ACCOUNTING AGENT
PFPC Inc.
400 Bellevue Parkway
Wilmington, DE 19809
________________________
DISTRIBUTOR
Rodney Square Distributors, Inc.
Rodney Square North
1100 N. Market St.
Wilmington, DE 19890-0001
________________________
31
<PAGE>
THE RODNEY SQUARE STRATEGIC EQUITY FUND
Rodney Square North
1100 North Market Street
Wilmington, Delaware 19890-0001
The Rodney Square Strategic Equity Fund (the "Fund"), an open-end management
investment company, consists of four separate portfolios (the "Portfolios"): the
Large Cap Growth Equity Portfolio, the Large Cap Value Equity Portfolio, the
Small Cap Equity Portfolio, and the International Equity Portfolio. The Large
Cap Growth Equity Portfolio seeks superior long-term growth of capital by
investing principally in large cap U.S. equity securities that are judged by the
Portfolio's adviser, Wilmington Trust Company ("WTC" or "Adviser"), to possess
strong growth characteristics. The Large Cap Value Equity Portfolio seeks
superior long-term growth of capital by investing in large cap U.S. equity
securities that are judged by WTC to be undervalued in the marketplace relative
to underlying profitability. The Small Cap Equity Portfolio seeks superior
long-term growth of capital by investing in small cap U.S. equity securities
that are judged by WTC to possess strong growth characteristics or to be
undervalued by the marketplace relative to underlying profitability. The
International Equity Portfolio seeks superior long-term capital appreciation by
investing primarily in equity securities of issuers located outside the United
States.
- --------------------------------------------------------------------------------
STATEMENT OF ADDITIONAL INFORMATION
June 29, 1998
- --------------------------------------------------------------------------------
This Statement of Additional Information is not a prospectus and should
be read in conjunction with the Fund's current Prospectus, dated June 29, 1998.
A copy of the current Prospectus may be obtained without charge, by writing to
Rodney Square Distributors, Inc. ("RSD"), Rodney Square North, 1100 North Market
Street, Wilmington, DE 19890-0001 and from certain institutions such as banks or
broker-dealers that have entered into servicing agreements ("Service
Organizations") with RSD or by calling (800) 336-9970.
<PAGE>
TABLE OF CONTENTS
SECTION PAGE
INVESTMENT POLICIES...........................................................1
INVESTMENT LIMITATIONS........................................................5
TRUSTEES AND OFFICERS.........................................................6
WILMINGTON TRUST COMPANY......................................................8
THE SUB-ADVISERS..............................................................8
INVESTMENT ADVISORY SERVICES..................................................9
ADMINISTRATION AND ACCOUNTING SERVICES........................................10
DISTRIBUTION AGREEMENT........................................................11
REDEMPTIONS...................................................................11
PORTFOLIO TRANSACTIONS........................................................12
NET ASSET VALUE AND DIVIDENDS.................................................14
PERFORMANCE INFORMATION.......................................................14
TAXES.........................................................................20
DESCRIPTION OF THE FUND.......................................................23
OTHER INFORMATION.............................................................24
FINANCIAL STATEMENTS..........................................................24
APPENDIX.....................................................................A-1
<PAGE>
INVESTMENT POLICIES
The following information supplements the information concerning the
Portfolios' investment objectives, policies and limitations found in the
Prospectus.
GENERAL
WTC allocates responsibility for investment management of the Large Cap
Growth Equity Portfolio, the Large Cap Value Equity Portfolio and the Small Cap
Equity Portfolio to its growth and value equity teams. The investment philosophy
of the growth equity team, which is responsible for the management of the Large
Cap Growth Equity Portfolio and a portion of the Small Cap Equity Portfolio, is
to invest in fast growing companies using both fundamental security analysis
along with quantitative valuation techniques. The value equity team, which is
responsible for the management of the Large Cap Value Equity Portfolio and a
portion of the Small Cap Equity Portfolio, uses a disciplined stock valuation
process to develop individual stock price targets from its fundamental
assessments of future company profitability. The International Equity Portfolio
is managed by three sub-advisers selected by WTC, each of which employs a
different investment strategy. See "The Sub-Advisers" below.
The Large Cap Growth Equity Portfolio 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. 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 Large Cap Value Equity Portfolio 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. 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 Value Index (assuming
the reinvestment of dividends and capital gain distributions).
The Small Cap Equity Portfolio 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 small cap U.S. equity (or
related) securities. 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 2000 Index (assuming the reinvestment
of dividends and capital gain distributions).
The International Equity Portfolio 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 equity
securities (including convertible securities) of issuers located outside the
United States. 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 Morgan Stanley Capital International Europe,
Australasia & Far East Index (assuming the reinvestment of dividends and capital
gain distributions).
ALL PORTFOLIOS
CONVERTIBLE SECURITIES. Each Portfolio may invest in convertible
securities. A convertible security is a bond, debenture, note, preferred stock
or other security that may be converted into or exchanged for a prescribed
amount of common stock of the same or a different issuer within a particular
period of time at a specified price or formula. A convertible security entitles
the holder to receive interest paid or accrued on debt or the dividend paid on
<PAGE>
preferred stock until the convertible security matures or is redeemed, converted
or exchanged. Before conversion, convertible securities have characteristics
similar to non-convertible debt securities in that they ordinarily provide a
stable stream of income with generally higher yields than those of common stocks
of the same or similar issuers. Convertible securities rank senior to common
stock in a corporation's capital structure but are usually subordinated to
comparable non-convertible securities. While no securities investment is without
some risk, investments in convertible securities generally entail less risk than
the issuer's common stock, although the extent to which such risk is reduced
depends in large measure upon the degree to which the convertible security sells
above its value as a fixed income security. Convertible securities have unique
investment characteristics in that they generally (1) have higher yields than
common stocks, but lower yields than comparable non-convertible securities, (2)
are less subject to fluctuation in value than the underlying stock because they
have fixed income characteristics and (3) provide the potential for capital
appreciation if the market price of the underlying common stock increases.
The value of a convertible security is a function of its "investment
value" (determined by its yield comparison with the yields of other securities
of comparable maturity and quality that do not have a conversion privilege) and
its "conversion value" (the security's worth, at market value, if converted into
the underlying common stock). The investment value of a convertible security is
influenced by changes in interest rates, with investment value declining as
interest rates increase and increasing as interest rates decline. The credit
standing of the issuer and other factors also may have an effect on the
convertible security's investment value. The conversion value of a convertible
security is determined by the market price of the underlying common stock. If
the conversion value is low relative to the investment value, the price of the
convertible security is governed principally by its investment value and
generally the conversion value decreases as the convertible security approaches
maturity. To the extent the market price of the underlying common stock
approaches or exceeds the conversion price, the price of the convertible
security will be increasingly influenced by its conversion value. In addition, a
convertible security generally will sell at a premium over its conversion value
determined by the extent to which investors place value on the right to acquire
the underlying common stock while holding a fixed income security.
HEDGING STRATEGIES. Each Portfolio may engage in certain hedging
strategies involving options, futures and, in the case of the International
Equity Portfolio, forward currency exchange contracts. These hedging strategies
are described in detail in the Appendix.
ILLIQUID SECURITIES. A Portfolio may not purchase or otherwise acquire
any security or invest in a repurchase agreement with respect to any securities
if, as a result, more than 15% of the Portfolio's net assets (taken at current
value) would be invested in illiquid securities. For purposes of this
limitation, repurchase agreements not entitling the holder to payment of
principal within seven days and securities that are illiquid by virtue of legal
or contractual restrictions on resale ("restricted securities") or the absence
of a readily available market are considered illiquid. Restricted securities
that are actively traded in the institutional market are not subject to the 15%
limit. A Portfolio may not, however, invest more that 10% of its total assets in
restricted equity securities that do not have a readily available market. All or
a portion of the value of the instrument underlying an over-the-counter option
may be illiquid depending on the assets held to cover the option and the nature
and terms of any agreement a Portfolio may have to close out the option before
expiration. With respect to the International Equity Portfolio, illiquid
securities include those that are subject to restrictions contained in the
securities laws of other countries. However, securities that are freely
marketable in the country where they are principally traded, but would not be
freely marketable in the United States, will not be considered illiquid.
Restricted securities may be sold only in privately negotiated
transactions, pursuant to an exemption from registration under the Securities
Act of 1933 ("1933 Act") or in a registered public offering. Where registration
is required, a Portfolio may be obligated to pay all or part of the registration
expense and a considerable period may elapse before the Portfolio may sell the
2
<PAGE>
security under an effective registration statement. If, during such a period,
adverse market conditions were to develop, the Portfolio might obtain a less
favorable price than prevailed when it initially decided to sell the security.
In recent years, a large institutional market has developed for certain
securities that are not registered under the 1933 Act, including private
placements, repurchase agreements, commercial paper, foreign securities,
municipal securities and corporate bonds and notes. These instruments are often
restricted securities because the securities are either themselves exempt from
registration or sold in transactions not requiring registration. Institutional
investors generally will not seek to sell these instruments to the general
public, but instead will often depend either on an efficient institutional
market in which such unregistered securities can be readily resold or on an
issuer's ability to honor a demand for repayment. Therefore, the fact that there
are contractual or legal restrictions on resale to the general public or certain
institutions is not dispositive of the liquidity of such investments.
To facilitate the increased size and liquidity of the institutional
markets for unregistered securities, the SEC adopted Rule 144A under the 1933
Act. Rule 144A establishes a "safe harbor" from the registration requirements of
the 1933 Act for resale of certain securities to qualified institutional buyers.
Institutional markets for restricted securities have developed as a result of
Rule 144A, providing both readily ascertainable values for restricted securities
and the ability to liquidate an investment to satisfy share redemption orders.
Such markets include automated systems for the trading, clearance and settlement
of unregistered securities of domestic and foreign issuers, such as the PORTAL
System sponsored by the National Association of Securities Dealers, Inc. An
insufficient number of qualified institutional buyers interested in purchasing
Rule 144A-eligible restricted securities held by a Portfolio, however, could
affect adversely the marketability of such portfolio securities, and a Portfolio
might be unable to dispose of such securities promptly or at reasonable prices.
The Board of Trustees has delegated the function of making day-to-day
determinations of liquidity to WTC pursuant to guidelines approved by the Board.
WTC monitors the liquidity of 144A securities in each Portfolio's portfolio and
reports periodically on such decisions to the Trustees. WTC takes into account a
number of factors in reaching liquidity decisions, including (1) the frequency
of trades for the security, (2) the number of dealers that made quotes for the
security, (3) the number of dealers that have undertaken to make a market in the
security, (4) the number of other potential purchasers for the security and (5)
the nature of the security and how trading is effected (E.G., the time needed to
sell the security, how offers are solicited and the mechanics of the transfer).
LOANS OF PORTFOLIO SECURITIES. Each Portfolio may from time to time
lend its portfolio securities to brokers, dealers and financial institutions.
Such loans will in no event exceed one-third of the Portfolio's total assets and
will be secured by collateral in the form of cash or securities issued or
guaranteed by the U.S. Government, its agencies or instrumentalities, which at
all times while the loan is outstanding will be maintained in an amount at least
equal to the current market value of the loaned securities. The Portfolio will
retain all or a portion of the interest received on the investment of cash
collateral or will receive a fee from the borrower. Although voting rights, or
rights to consent, with respect to the loaned securities will pass to the
borrower, the Portfolio will retain the right to call a loan at any time on
reasonable notice, and will do so to exercise voting rights, or rights to
consent, on any matter materially affecting the investment. The Portfolio may
also call these loans in order to sell the securities.
The primary risk involved in lending securities is a financial failure
by the borrower. In such a situation, the borrower might be unable to return the
loaned securities at a time when the value of the collateral has fallen below
the amount necessary to replace the loaned securities. The borrower would be
liable for the shortage, but a Portfolio would be an unsecured creditor with
respect to such shortage and might not be able to recover all or any of it. In
order to minimize this risk, the Portfolios will make loans of securities only
to firms deemed creditworthy by the Adviser and only when, in the judgment of
the Adviser, the consideration that the Portfolios will receive from the
borrower justifies the risk.
3
<PAGE>
CASH MANAGEMENT. With respect to no more than 15% of a Portfolio's
total assets, the Adviser may hold cash and cash equivalents including
high-quality money market instruments and money market funds in order to manage
cash flow in the Portfolio. Certain of these instruments are described below.
MONEY MARKET FUNDS. Each Portfolio may invest in the securities of
other open-end investment companies that seek to maintain a stable net asset
value ("Money Market Funds"). Each Portfolio may invest in such securities
within the limits prescribed by the Investment Company Act of 1940 ("1940 Act").
These limitations currently provide, in part, that a Portfolio may purchase
shares of an investment company unless (a) such a purchase would cause the
Portfolio to own in the aggregate more than 3% of the total outstanding voting
stock of the investment company or (b) such a purchase would cause the Portfolio
to have more than 5% of its total assets invested in the investment company or
more than 10% of its total assets invested in the aggregate in all such
investment companies. In addition to a Portfolio's expenses (including the
various fees), as a shareholder in a Money Market Fund, the Portfolio would bear
its PRO RATA portion of the Money Market Fund's expenses (including fees).
U.S. GOVERNMENT OBLIGATIONS. Each Portfolio may invest in U.S.
Government obligations, including direct obligations of the U.S. Government
(such as Treasury bills, notes and bonds) and obligations issued by U.S.
Government agencies and instrumentalities. Such securities may include
Government National Mortgage Association ("GNMA") mortgage-backed certificates
and other U.S. Government obligations representing ownership interests in
mortgage pools, such as securities issued by the Federal National Mortgage
Association ("FNMA") and by the Federal Home Loan Mortgage Corporation
("FHLMC"). In the case of obligations not backed by the full faith and credit of
the United States, the Portfolios must look principally to the agency or
instrumentality issuing or guaranteeing the obligation for ultimate repayment
and may not be able to assert a claim against the United States itself in the
event the agency or instrumentality does not meet its commitments.
COMMERCIAL PAPER. Each Portfolio may invest in commercial paper.
Commercial paper consists of short-term (up to 270 days) unsecured promissory
notes issued by corporations in order to finance their current operations. The
Portfolios may invest only in commercial paper rated A-1 or higher by Standard &
Poor's, a division of The McGraw-Hill Companies, Inc. ("S&P"), and/or Prime-1 by
Moody's Investors Service, Inc.
("Moody's").
BANK OBLIGATIONS. Each Portfolio may invest in obligations of U.S.
banks including certificates of deposit, time deposits and bankers' acceptances.
INTERNATIONAL EQUITY PORTFOLIO
EUROPEAN AND AMERICAN DEPOSITORY RECEIPTS. The International Equity
Portfolio may invest in foreign securities by purchasing European Depository
Receipts ("EDRs"), American Depository Receipts ("ADRs") and other securities
convertible into equity securities of foreign issuers. It is possible that these
securities will not be denominated in the same currency as the securities into
which they may be converted. In general, EDRs, in bearer form, are designed for
use in European securities markets, while ADRs, in registered form, are designed
for use in U.S. securities markets.
INVESTMENTS IN INVESTMENT COMPANIES. In addition to investing in Money
Market Funds, the International Equity Portfolio may invest in securities of
open-end and closed-end investment companies that invest primarily in the equity
securities of issuers in countries where it is impossible of impractical to
invest directly. Such investments will be subject to the limits described above
that apply to investments in Money Market Funds. In addition to the Portfolio's
expenses (including the various fees), as a shareholder in another open-end or
closed-end investment company, the Portfolio would bear its PRO RATA portion of
the other investment company's expenses (including fees).
4
<PAGE>
INVESTMENT LIMITATIONS
The investment limitations described below are fundamental and may not
be changed with respect to any Portfolio without the affirmative vote of the
lesser of (i) 67% or more of the shares of the affected Portfolio present at a
shareholders' meeting if holders of more than 50% of the outstanding shares of
the Portfolio are present in person or by proxy or (ii) more than 50% of the
outstanding shares of the Portfolio.
Each Portfolio will not as a matter of fundamental policy:
1. with respect to 75% of the Portfolio's total assets, invest more
than 5% of the value of its total assets in the securities of any one issuer,
except debt obligations issued or guaranteed by the U.S. Government, its
agencies or instrumentalities ("U.S. Government obligations"); for purposes of
this limitation, repurchase agreements fully collateralized by U.S. Government
obligations will be treated as U.S.
Government obligations;
2. with respect to 75% of the Portfolio's total assets, purchase the
securities of any issuer if such purchase would cause more than 10% of the
voting securities of such issuer to be held by the Portfolio;
3. borrow money, except for temporary or emergency purposes, and then
in an aggregate amount not in excess of 10% of the Portfolio's total assets;
4. purchase securities (other than U.S. Government obligations), if
such purchase would cause more than 25% of the aggregate market value of the
total assets of the Portfolio at the time of such purchase to be invested in the
securities of one or more issuers having their principal business activities in
the same industry;
5. act as underwriter of the securities issued by others, except to the
extent that the purchase of securities in accordance with the Portfolio's
investment objective and policies directly from the issuer thereof and the later
disposition thereof may be deemed to be underwriting;
6. issue senior securities, except to the extent permitted by the
Investment Company Act of 1940 (the "1940 Act");
7. purchase or sell real estate, but this limitation shall not prevent
the Portfolio from investing in obligations secured by real estate or interests
therein or obligations issued by companies that invest in real estate or
interests therein, including real estate investment trusts;
8. purchase or sell physical commodities unless acquired as a result of
owning securities or other instruments, but the Portfolio may purchase, sell or
enter into financial options and futures, forward and spot currency contracts,
swap transactions and other derivative financial instruments; or
9. make loans to other persons, except loans of portfolio securities
and except to the extent that the purchase of debt obligations in accordance
with the Portfolio's investment objectives and policies and the entry into
repurchase agreements may be deemed to be loans.
The following non-fundamental policies have been adopted by the Board
of Trustees with respect to each Portfolio and may be changed by the Board of
Trustees without shareholder approval. As a matter of non-fundamental policy,
each Portfolio will not:
1. purchase or otherwise acquire any security or invest in a repurchase
agreement with respect to any securities if, as a result, more than 15% of the
Portfolio's net assets (taken at current value) would be invested in repurchase
agreements not entitling the holder to payment of principal within seven days
and in securities that are illiquid by virtue of legal or contractual
restrictions on resale or the absence of a readily available market;
5
<PAGE>
2. purchase securities on margin except to obtain such credits as may
be necessary for the clearance of the purchases and sales of securities, or make
short sales, unless by virtue of its ownership of other securities, it has the
right to obtain securities equivalent in kind and amount to the securities sold
and, if the right is conditional, the sale is made upon the same conditions; or
3. purchase securities while borrowings in excess of 5% of the
Portfolio's total assets are outstanding.
Whenever an investment policy or limitation states a maximum percentage
of a Portfolio's assets that may be invested in any security or other asset or
sets forth a policy regarding quality standards, that percentage shall be
determined, or that standard shall be applied, immediately after the Portfolio's
acquisition of the security or other asset. Accordingly, any later increase or
decrease resulting from a change in the market value of a security or in the
Portfolio's net or total assets will not cause the Portfolio to violate a
percentage limitation. Similarly, any later change in quality, such as a rating
downgrade or the delisting of a warrant, will not cause the Portfolio to violate
a quality standard.
"Value" for the purposes of all investment limitations shall mean the
value used in determining a Portfolio's net asset value.
A Portfolio may as a fundamental policy invest all of its investable
assets (cash, securities and receivables relating to securities) in an open-end
management investment company having substantially the same investment
objective, policies and limitations as the Portfolio for purposes of
implementing a master-feeder structure, notwithstanding any other investment
policy of the Portfolio.
TRUSTEES AND OFFICERS
The Fund has a Board, presently composed of five Trustees, which
supervises the Portfolios' activities and reviews contractual arrangements with
companies that provide the Portfolios with services. The Fund's Trustees and
officers are listed below. Except as indicated, each individual has held the
office shown or other offices in the same company for the last five years. All
persons named as Trustees also serve in similar capacities for The Rodney Square
Strategic Fixed-Income Fund, and with the exception of Nina M. Webb, The Rodney
Square Fund and The Rodney Square Tax-Exempt Fund. Those Trustees who are
"interested persons" of the Fund (as defined in the 1940 Act) by virtue of their
positions with Rodney Square Management Corporation ("RSMC") or WTC are
indicated by an asterisk (*).
ERIC BRUCKER, School of Management, University of Michigan, Dearborn, MI 48128,
Trustee, age 56, has been Dean of the School of Management at the University of
Michigan since June 1992. He was Professor of Economics, Trenton State College
from September 1989 through June 1992. He was Vice President for Academic
Affairs, Trenton State College, from September 1989 through June 1991. From 1976
until September 1989, he was Dean of the College of Business and Economics and
Chairman of various committees at the University of Delaware. He is also a
member of the Detroit Economic Club, Financial Executive Institute and
Leadership Detroit.
FRED L. BUCKNER, 5 Hearth Lane, Greenville, DE 19807, Trustee, age 66, has
retired as President and Chief Operating Officer of Hercules Incorporated
(diversified chemicals), positions he held from March 1987 through March 1992.
He also served as a member of the Hercules Incorporated Board of Directors from
1986 through March 1992.
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<PAGE>
*ROBERT J. CHRISTIAN, Rodney Square North, 1100 N. Market St., Wilmington, DE
19890-0001, President and Trustee, age 49, has been Chief Investment Officer of
WTC since February 1996 and Director of RSMC since February 1996. He was
Chairman and Director of PNC Equity Advisors Company, and President and Chief
Investment Officer of PNC Asset Management Group, Inc. from 1994 to 1996. He was
Chief Investment Officer of PNC Bank, N.A. from 1992 to 1996, Director of
Provident Capital Management from 1993 to 1996 and Director of Investment
Strategy PNC Bank, N.A. from 1989 to 1992. He is also a Trustee of LaSalle
University, a member of the Board of Governors for the Pennsylvania Economy
League and a Director of Clemente Capital, Inc.
JOHN J. QUINDLEN, 313 Southwinds, 1250 Southwinds Blvd., Vero Beach, FL. 32963,
Trustee, age 66, has retired as Senior Vice President-Finance of E.I. du Pont de
Nemours and Company, Inc. (diversified chemicals), a position he held from 1984
through November 1993. He also served as Chief Financial Officer of E.I. du Pont
de Nemours and Company, Inc. from 1984 through June 1993. He also serves as a
director of St. Joe Paper Co. and a Trustee of Kalmar Pooled Investment Trust.
*NINA M. WEBB, CFA, Rodney Square North, 1100 N. Market St., Wilmington, DE
19890-0001, Vice President and Trustee, age 44, has been an Equity Portfolio
Manager at WTC since March 1987. A Chartered Financial Analyst, she previously
was employed by the University of Delaware as Senior Investment Analyst
(1985-86), Investment Analyst (1982-85), and Accountant (1976-82).
JOHN J. KELLEY, 400 Bellevue Parkway, Wilmington, DE 19809, Vice President and
Treasurer, age 38, has been Vice President of PFPC Inc. ("PFPC") since January
1998. He was a Vice President of RSMC from 1995 to January 1998 and an Assistant
Vice President of RSMC from 1989 to 1995.
CARL M. RIZZO, ESQ., Rodney Square North, 1100 N. Market Street, Wilmington, DE
19890-0001, Secretary, age 46, was appointed Vice President of RSMC in July,
1996. From 1995 to 1996 he was Assistant General Counsel of Aid Association for
Lutherans (a fraternal benefit association); from 1994 to 1995 Senior Associate
Counsel of United Services Automobile Association (an insurance and financial
services firm); and from 1987 to 1994 Special Counsel or Attorney-Adviser with a
federal government agency.
The fees and expenses of the Trustees who are not "interested persons"
of the Fund ("Independent Trustees"), as defined in the 1940 Act, are paid by
the Portfolios. The Portfolios may also reimburse the Independent Trustees for
expenses incurred in attending meetings of the Board. The following table shows
the fees paid during calendar 1997 to the Independent Trustees for their
services to the Fund and to the Rodney Square Family of Funds. On March 31,
1998, the Trustees and officers of the Fund, as a group, owned beneficially, or
may be deemed to have owned beneficially, less than 1% of the outstanding shares
of the Large Cap Growth Equity Portfolio.
1997 TRUSTEES FEES
TOTAL FEES FROM TOTAL FEES FROM THE RODNEY
INDEPENDENT TRUSTEE THE FUND SQUARE FAMILY OF FUNDS
- ------------------- -------- ----------------------
Eric Brucker $1,950 $12,700
Fred L. Buckner $1,950 $12,700
John J. Quindlen $1,950 $12,700
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<PAGE>
WILMINGTON TRUST COMPANY
The Investment Adviser to the Fund, WTC, is a state-chartered bank
organized as a Delaware corporation in 1903. WTC is a wholly owned subsidiary of
Wilmington Trust Corporation, a publicly held bank holding company. The Fund
benefits from the experience, conservative values and special heritage of WTC.
WTC is a financially strong bank and enjoys a reputation for providing
exceptional consistency, stability and discipline in managing both short-term
and long-term investments. WTC is Delaware's largest full service bank and, with
more than $114.4 billion in trust, custody and investment management assets, WTC
ranks among the nation's leading money management firms. As of December 31,
1997, the trust department of WTC had $38.4 billion in discretionary assets
under management. 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. Its current roster of institutional clients includes several
Fortune 500 companies. In addition to serving as Investment Adviser to the Fund,
WTC manages over $3.8 billion in fixed income assets and $1.4 billion in equity
assets for various other institutional clients. Certain departments in WTC
engage in investment management activities that utilize a variety of investment
instruments such as futures contracts, options and forward contracts. Of course,
there can be no guarantee that a Portfolio will achieve its investment objective
or that WTC will perform its services in a manner which would cause it to
satisfy its objective. WTC is also Custodian of the Fund's assets.
Several affiliates of WTC are also engaged in the investment advisory
business. Wilmington Trust FSB and RSMC, both wholly owned subsidiaries of
Wilmington Trust Corporation, exercise both investment discretion over certain
institutional accounts. Wilmington Brokerage Services Company ("WBS") and RSD,
both wholly owned subsidiaries of WTC, are registered broker-dealers, and with
respect to WBS only a registered investment adviser.
THE SUB-ADVISERS
The International Equity Portfolio utilizes a multi-manager
configuration, with each sub-adviser following a different investment approach
in investing in non-U.S. companies with attractive return potential. Each of the
current sub-advisers employs a fundamentally driven investment process that
includes varying levels of both top-down economic analysis at the country level
and bottom-up stock selection within markets, as well as varying degrees of
quantitative analysis of issuers, industries, countries and regional markets.
The Portfolio typically maintains representation across a broad range of
countries, but will tend to have weightings that significantly differ from
international stock indexes, such as the Morgan Stanley Capital International
Europe, Australasia & Far East Index (the "EAFE Index"). The Portfolio also may
have significant exposure to emerging markets not represented in the EAFE Index,
such as Mexico, Indonesia and Thailand. Because country allocations may differ
from those of the EAFE Index, the Portfolio's returns may significantly deviate
from those of the EAFE Index.
The sub-advisers to the Portfolio are:
Clemente Capital, Inc. ("Clemente") - A theme-oriented international
manager investing in companies with favorable growth characteristics that will
be positively influenced by global and regional trends.
Scudder Kemper Investments, Inc. ("Scudder Kemper") - Uses a very heavy
emphasis on research to identify companies benefiting from favorable global
themes, a positive economic climate conducive to growth in their area of
operation, or unique situations.
<PAGE>
Invista Capital Management, Inc. ("Invista") - Takes a long-term,
value-oriented approach that focuses on the intrinsic value of companies within
particular industries or sectors and seeks to purchase stock in target companies
at a discount to their intrinsic value.
INVESTMENT ADVISORY SERVICES
ADVISORY AGREEMENTS. WTC serves as Investment Adviser to each Portfolio
pursuant to an Advisory Agreement with the Fund. Under the Advisory Agreement,
WTC directs the investments of each Portfolio in accordance with that
Portfolio's investment objectives, policies and limitations. In addition, WTC
recommends sub-advisers for the International Equity Portfolio, allocates assets
among the sub-advisers, and monitors and evaluates the sub-advisers'
performance.
For WTC's services under the Advisory Agreement, the Large Cap Growth
Equity Portfolio and the Large Cap Value Equity Portfolio each pays WTC a
monthly fee at an annual rate of 0.55% of the Portfolio's average daily net
assets. The Small Cap Equity Portfolio and the International Equity Portfolio
each pays WTC a monthly fee at an annual rate of 0.60% and 0.65%, respectively,
of the Portfolio's average daily net assets for WTC's services under the
Advisory Agreement.
Under the Advisory Agreement, the Fund, on behalf of the Portfolios,
assumes responsibility for paying all Fund expenses other than those expressly
stated to be payable by WTC. Such expenses 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
the Portfolios; (d) interest and taxes; (e) brokerage commissions, dealer
spreads and other costs in connection with the purchase and sale of securities;
(f) compensation and expenses of its Trustees other than those who are
"interested persons" of the Fund (as defined in 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; (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 services; (p)
service fees payable by each Portfolio to the Distributor for providing personal
services to the shareholders of each Portfolio 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
actions, 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.
The Advisory Agreement provides that WTC shall not be liable to the
Fund or to any shareholder of the Fund for any act or omission in the course of,
or connected with, rendering services under the Agreement 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 Portfolios, in the absence of WTC's
willful misfeasance, bad faith, gross negligence or reckless disregard of its
obligations or duties under the Agreement.
The Advisory Agreement continues in effect from year to year as long as
its continuance is approved at least annually by a majority of the Trustees,
including a majority of the Independent Trustees.
The Advisory Agreement terminates automatically in the event of its
assignment. The Agreement is also terminable (i) by the Fund (by vote of the
Board of Trustees or by vote of a majority of the outstanding voting securities
of each Portfolio), without payment of any penalty, on 60 days' written notice
to WTC; or (ii) by WTC on 60 days' written notice to the Fund.
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<PAGE>
Prior to February 23, 1998, the Large Cap Growth Equity Portfolio was
managed by two different portfolio advisers. For the fiscal years ended December
31, 1997, December 31, 1996 and December 31, 1995, the Portfolio paid RSMC
advisory fees in the amounts of $840,071, $706,321 and $640,522, respectively,
and RSMC paid the portfolio advisers.
SUB-ADVISORY AGREEMENTS. Scudder Kemper, Clemente and Invista serve as
sub-advisers to the International Equity Portfolio pursuant to sub-advisory
agreements ("Sub-Advisory Agreements"). For services furnished pursuant to each
Sub-Advisory Agreement, WTC (not the Portfolio) pays each sub-adviser a monthly
portfolio management fee at an annual rate of 0.50% of the average daily net
assets under the sub-adviser's management.
Each Sub-Advisory Agreement provides that the sub-adviser has
discretionary investment authority (including the selection of brokers and
dealers for the execution of the Portfolio's portfolio transactions) with
respect to the portion of the Portfolio's assets allocated to it by WTC, subject
to the restrictions of the 1940 Act, the Internal Revenue Code of 1986, as
amended, applicable state securities laws, applicable statutes and regulations
of foreign jurisdictions, the Portfolio's investment objective, policies and
restrictions and the instructions of the Trustees and WTC.
Each Sub-Advisory Agreement provides that the sub-adviser will not be
liable for any action taken, omitted or suffered to be taken except if such acts
or omissions are the result of willful misfeasance, bad faith, gross negligence
or reckless disregard of duty. The Agreements continue in effect from year to
year so long as continuance of each such Agreement is approved at least annually
(i) by the vote of a majority of the Independent Trustees at a meeting called
for the purpose of voting on such approval and (ii) by the vote of a majority of
the Trustees or by the vote of a majority of the outstanding voting securities
of the Portfolio. Each Sub-Advisory Agreement terminates automatically in the
event of its assignment and is terminable on written notice by the Fund (without
penalty, by action of the Board of Trustees or by vote of a majority of the
Portfolio's outstanding voting securities) or by WTC or the sub-adviser. Each
Agreement provides that written notice of termination must be provided sixty
days prior to the termination date, absent mutual agreement for a shorter notice
period.
ADMINISTRATION AND ACCOUNTING SERVICES
Under an Administration and Accounting Services Agreement with the
Fund, PFPC, 400 Bellevue Parkway, Wilmington, Delaware 19809, performs certain
administrative and accounting services for the Fund. These services include
preparing shareholder reports, providing statistical and research data,
assisting WTC in compliance monitoring activities, and preparing and filing
federal and state tax returns on behalf of the Portfolios. In addition, PFPC
prepares and files various reports with the appropriate regulatory agencies and
prepares materials required by the SEC or any state securities commission having
jurisdiction over the Fund. The accounting services performed by PFPC for the
Portfolios include determining the net asset value per share of each Portfolio
and maintaining records relating to the Portfolios' securities transactions.
The Administration and Accounting Services Agreement provides that PFPC
and its affiliates shall not be liable for any error of judgment or mistake of
law or for any loss suffered by the Fund or its Portfolios in connection with
the matters to which the Administration and Accounting Services Agreement
relates, except to the extent of a loss resulting from willful misfeasance, bad
faith or gross negligence on their part in the performance of their obligations
and duties under the Administration and Accounting Services Agreement.
Under a Secretarial Services Agreement with the Fund, RSMC performs
certain corporate secretarial services on behalf of the Portfolios. These
services include 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
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<PAGE>
registration statement. WTC pays RSMC for the provision of these services out of
its advisory fee.
Prior to February 23, 1998, RSMC provided administrative and accounting
services for the Large Cap Growth Equity Portfolio. For the fiscal years ended
December 31, 1997, December 31, 1996 and December 31, 1995, RSMC was paid
administration fees amounting to $75,606, $63,569 and $57,647, respectively. For
each of the fiscal years ended December 31, 1997, December 31, 1996 and December
31, 1995, RSMC was paid an accounting services fee of $45,000.
DISTRIBUTION AGREEMENT
RSD serves as the Distributor of the Portfolios' shares pursuant to a
Distribution Agreement with the Fund effective February 23, 1998. For the fiscal
years ended December 31, 1997, 1996 and 1995, RSD received from the Fund
underwriting commissions of $7,700, $4,544 and $5,691, respectively. Under the
current Distribution Agreement, RSD receives no underwriting commissions or Rule
12b-1 fees in connection with the sale of shares of the Portfolios.
Pursuant to the terms of the Distribution Agreement, RSD is granted the
right to sell shares of the Portfolios as agent for the Fund.
The Distribution Agreement provides that RSD, in the absence of willful
misfeasance, bad faith or gross negligence in the performance of its duties or
reckless disregard of its obligations and duties under the Agreement, will not
be liable to the Fund or its shareholders for losses arising in connection with
the sale of Portfolio shares.
The Distribution Agreement continues in effect from year to year as
long as its continuance is approved at least annually by a majority of the
Trustees, including a majority of the Independent Trustees. The Distribution
Agreement terminates automatically in the event of its assignment. The Agreement
is also terminable without payment of any penalty (i) by the Fund (by vote of a
majority of the Trustees of the Fund who are not interested persons of the Fund
or by vote of a majority of the outstanding voting securities of the Fund) on
sixty (60) days' written notice to RSD; or (ii) by RSD on sixty (60) days'
written notice to the Fund.
REDEMPTIONS
To ensure proper authorization before redeeming shares of the
Portfolios, PFPC may require additional documents such as, but not restricted
to, stock powers, trust instruments, death certificates, appointments as
fiduciary, certificates of corporate authority and tax waivers required in some
states when settling estates.
Clients of WTC who have purchased shares through their trust accounts
at WTC and clients of Service Organizations who have purchased shares through
their accounts with those Service Organizations should contact WTC or the
Service Organization prior to submitting a redemption request to ensure that all
necessary documents accompany the request. When shares are held in the name of a
corporation, other organization, trust, fiduciary or other institutional
investor, PFPC requires, in addition to the stock power, certified evidence of
authority to sign the necessary instruments of transfer. THESE PROCEDURES ARE
FOR THE PROTECTION OF SHAREHOLDERS AND SHOULD BE FOLLOWED TO ENSURE PROMPT
PAYMENT. Redemption requests must not be conditional as to date or price of the
redemption. Redemption proceeds will be sent within 7 days of acceptance of
shares tendered for redemption. Delay may result if the purchase check has not
yet cleared, but the delay will be no longer than required to verify that the
purchase check has cleared, and the Fund will act as quickly as possible to
minimize delay.
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<PAGE>
The value of shares redeemed may be more or less than the shareholder's
cost, depending on the net asset value at the time of redemption. Redemption of
shares may result in tax consequences (gain or loss) to the shareholder, and the
proceeds of a redemption may be subject to backup withholding. (See "Dividends,
Other Distributions and Taxes" in the Prospectus.)
A shareholder's right to redeem shares and to receive payment therefor
may be suspended when (a) the New York Stock Exchange (the "Exchange") is closed
other than for customary weekend and holiday closings, (b) trading on the
Exchange is restricted, (c) an emergency exists as a result of which it is not
reasonably practicable to dispose of a Portfolio's securities or to determine
the value of the net assets of a Portfolio, or (d) ordered by a governmental
body having jurisdiction over the Fund for the protection of the Fund's
shareholders, provided that applicable rules and regulations of the SEC (or any
succeeding governmental authority) shall govern as to whether a condition
described in (b), (c) or (d) exists. In case of such suspension, shareholders of
the affected Portfolio may withdraw their requests for redemption or may receive
payment based on the net asset value of the Portfolio next determined after the
suspension is lifted.
The Fund reserves the right, if conditions exist that make cash
payments undesirable, to honor any request for redemption by making payment in
whole or in part with readily marketable securities chosen by the Fund and
valued in the same way as they would be valued for purposes of computing the net
asset value of the applicable Portfolio. If payment is made in securities, a
shareholder may incur transaction expenses in converting those securities into
cash. The Fund has elected, however, to be governed by Rule 18f-1 under the 1940
Act, as a result of which the Fund is obligated to redeem shares solely in cash
if the redemption requests are made by one shareholder account up to the lesser
of $250,000 or 1% of the net assets of the Portfolio during any 90-day period.
This election is irrevocable unless the SEC permits its withdrawal.
PORTFOLIO TRANSACTIONS
Purchases and sales of portfolio securities on a securities exchange
are effected by brokers, and the Portfolios pay brokerage commissions for this
service. In the over-the-counter market, securities are generally traded on a
"net" basis with dealers acting as principal for their own accounts without a
stated commission, although the price of the security usually includes a profit
to the dealer. In underwritten offerings, securities are purchased at a fixed
price which includes an amount of compensation to the underwriter, generally
referred to as the underwriter's concession or discount. During the fiscal years
ended December 31, 1997, 1996 and 1995, the Large Cap Growth Equity Portfolio
paid total brokerage commissions of $57,925, $59,691 and $116,972, respectively.
The primary objective of WTC and, with respect to the International
Equity Portfolio, each sub-adviser in placing orders on behalf of the Portfolios
for the purchase and sale of securities is to obtain best execution at the most
favorable prices through responsible broker-dealers and, where commission rates
are negotiable, at competitive rates. In selecting a broker or dealer to execute
a portfolio transaction, WTC and the sub-advisers consider, among other things,
(i) the price of the securities to be purchased or sold; (ii) the rate of the
commission or the amount of the mark-up to be charged; (iii) the size and
difficulty of the order; (iv) the reliability, integrity, financial condition,
general execution and operational capability of any competing broker or dealer;
and (v) the quality of the execution and research services provided by the
broker or dealer to the Fund and to other discretionary accounts advised by WTC
and its affiliates or the sub-advisers and their affiliates.
WTC and the sub-advisers cannot readily determine the extent to which
commission rates or net prices charged by broker-dealers reflect the value of
their research services. In such cases, WTC and the sub-advisers receive
services they otherwise might have had to perform themselves. The research
services provided by brokers or dealers can be useful to WTC and the
sub-advisers in serving their other clients, as well as in serving the Fund.
Conversely, information provided to WTC and the sub-advisers by brokers or
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<PAGE>
dealers who have executed transaction orders on behalf of other WTC clients or
other clients of the sub-advisers may be useful to WTC and the sub-advisers in
providing services to the Fund. During the fiscal year ended December 31, 1997,
the Large Cap Growth Equity Portfolio paid $22,228 in brokerage commissions,
involving transactions in the amount of $13,246,387 to brokers because of
research services provided. These commissions paid amounted to 38.37% of the
Portfolio's aggregate brokerage commissions for the fiscal period. During the
fiscal year ended December 31, 1996, the Portfolio paid $20,783 in brokerage
commissions, involving transactions in the amount of $10,917,379 to brokers
because of research services provided. These commissions paid amounted to 34.82%
of the Portfolio's aggregate brokerage commissions for the year. The Portfolios
may purchase and sell portfolio securities to and from dealers who provide the
Portfolios with research services. Portfolio transactions, however, will not be
directed by the Portfolios to dealers solely on the basis of research services
provided.
In order to obtain the best net results, WTC and each sub-adviser may
conduct brokerage transactions on behalf of the Portfolios with a broker that is
an affiliate of WTC or a sub-adviser. The Fund's Board of Trustees has adopted
procedures in conformity with Rule 17e-1 under the 1940 Act to ensure that all
brokerage commissions paid to such affiliates are reasonable and fair in the
context of the market in which they are operating. Any such transactions will be
effected and related compensation paid only in accordance with applicable SEC
regulations.
Some of the sub-advisers' and WTC's other clients have investment
objectives and policies similar to those of the Portfolios. Occasionally, WTC
and the sub-advisers may make recommendations to other clients which result in
their purchasing or selling securities simultaneously with the Portfolios.
Consequently, the demand for securities being purchased or the supply of
securities being sold may increase, and this could have an adverse effect on the
price of those securities. When two or more clients are simultaneously engaged
in the purchase or sale of the same security and if the entire order cannot be
made in a single order, the securities are allocated among clients in a manner
believed to be equitable to each. If two or more of the clients of WTC or the
sub-advisers simultaneously purchase or sell the same security, WTC and the
sub-advisers allocate the prices and amounts according to a formula considered
by the officers of each affected investment company and by the officers of WTC
and its affiliates to be equitable to each account. While in some cases this
practice could have a detrimental effect upon the price or the value of the
security as far as the Portfolios are concerned, or upon its ability to complete
its entire order, in other cases it is believed that coordination and the
ability to participate in volume transactions will be beneficial to the
Portfolios.
On occasion, some of the other accounts advised by WTC and the
sub-advisers may have investment objectives and policies that are dissimilar to
those of the Portfolios, causing WTC and the sub-advisers to buy a security for
one account while simultaneously selling the security for another account. In
accordance with applicable SEC regulations, one account may sell a security to
another account. It is the policy of WTC and the sub-advisers not to favor one
account over another in placing purchase and sale orders. However, there may be
circumstances when purchases or sales for one or more accounts will have an
adverse effect on other accounts.
PORTFOLIO TURNOVER. The portfolio turnover rate is calculated by
dividing the lesser of a Portfolio's annual purchases or sales of portfolio
securities for the particular fiscal year by the monthly average value of the
portfolio securities owned by the Portfolio during the year, excluding
securities whose maturity or the expiration date at the time of acquisition was
one year or less. A Portfolio's turnover rate is not a limiting factor when WTC
or a sub-adviser considers making a change in the Portfolio's holdings.
The frequency of portfolio transactions and a Portfolio's turnover rate
will vary from year to year depending on market conditions. The portfolio
turnover rate of the Large Cap Growth Equity Portfolio for the years ended
December 31, 1997 and 1996 was 28.05% and 34.84%, respectively. The portfolio
turnover rate for the other Portfolios is expected to be less than 100%.
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NET ASSET VALUE AND DIVIDENDS
NET ASSET VALUE. The net asset value per share of each Portfolio is
determined by dividing the value of the Portfolio's net assets by the total
number of Portfolio shares outstanding. This determination is made by PFPC as of
the close of regular trading on the Exchange (currently 4:00 p.m. Eastern time)
each day the Fund is open for business. The Fund is open for business on days
when the Exchange, PFPC and the Philadelphia branch office of the Federal
Reserve are open for business ("Business Day").
In valuing a Portfolio's assets, a security listed on the Exchange (and
not subject to restrictions against sale by the Portfolio on the Exchange) will
be valued at its last sale price on the Exchange on the day the security is
valued. Lacking any sales on such day, the security will be valued at the mean
between the closing asked price and the closing bid price. Securities listed on
other exchanges (and not subject to restriction against sale by the Portfolio on
such exchanges) will be similarly valued, using quotations on the exchange on
which the security is traded most extensively. Unlisted securities that are
quoted on the National Association of Securities Dealers' National Market
System, for which there have been sales of such securities on such day, shall be
valued at the last sale price reported on such system on the day the security is
valued. If there are no such sales on such day, the value shall be the mean
between the closing asked price and the closing bid price. The value of such
securities quoted on the Nasdaq Stock Market System, but not listed on the
National Market System, shall be valued at the mean between the closing asked
price and the closing bid price. Unlisted securities that are not quoted on the
Nasdaq Stock Market System and for which over-the-counter market quotations are
readily available will be valued at the mean between the current bid and asked
prices for such security in the over-the-counter market. Other unlisted
securities (and listed securities subject to restriction on sale) will be valued
at fair value as determined in good faith under the direction of the Board of
Trustees although the actual calculation may be done by others. Short-term
investments with remaining maturities of less than 61 days are valued at
amortized cost.
Trading in securities on European and Far Eastern securities exchanges
and over-the-counter market is normally completed well before the close of
business on each Business Day. In addition, European or Far Eastern securities
trading generally or in a particular country or countries may not take place on
all Business Days. Furthermore, trading takes place in Japanese markets on
certain Saturdays and in various foreign markets on days which are not Business
Days and on which the International Equity Portfolio's net asset value is not
calculated and investors will be unable to buy or sell shares of the Fund.
Calculation of the Portfolio's net asset value does not take place
contemporaneously with the determination of the prices of the majority of the
portfolio securities used in such calculation. If events materially affecting
the value of such securities occur between the time when their price is
determined and the time when the Portfolio's net asset value is calculated, such
securities may be valued at fair value as determined in good faith by or under
the direction of the Board of Trustees.
DIVIDENDS. Dividends from each Portfolio's net investment income and
distributions of (1) net short-term capital gain and net capital gain (the
excess of net long-term capital gain over the short-term capital loss) realized
by each Portfolio, after deducting any available capital loss carryovers, and
(2) in the case of the International Equity Portfolio, net gains realized from
foreign currency transactions are declared and paid to its shareholders
annually.
PERFORMANCE INFORMATION
The performance of a Portfolio may be quoted in terms of its total
return in advertising and other promotional materials ("performance
advertisements"). Performance data quoted represents past performance and is not
intended to indicate future performance. The investment return and principal
value of an investment will fluctuate so that an investor's shares, when
redeemed, may be worth more or less than the original cost. The performance of
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each Portfolio will vary based on changes in market conditions and the level of
the Portfolio's expenses. Effective February 23, 1998, WTC became the Investment
Adviser of the Large Cap Growth Equity Portfolio. Prior to February 23, 1998,
the Large Cap Growth Equity 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 its total assets in equity securities
without regard to the market capitalization of the issuers of such securities.
As described in the Prospectus, the Large Cap Value Equity Portfolio may
advertise performance figures of the Value Stock Fund, a collective investment
fund, the International Equity Portfolio may advertise performance figures of
the International Stock Fund, another collective investment fund, and the Small
Cap Equity Portfolio may advertise performance figures of the Small Cap Stock
Fund, another collective investment fund.
TOTAL RETURN CALCULATIONS. From time to time, a Portfolio may advertise
its average annual total return. A Portfolio's average annual total return is
calculated according to the following formula:
n
P (1 + T) = ERV
where: P = hypothetical initial payment of $1,000
T = average annual total return
n = number of years
ERV = ending redeemable value at end of the period
of a hypothetical $1,000 payment made at the
beginning of that period.
The time periods used are based on rolling calendar quarters, updated
to the last day of the most recent calendar quarter prior to submission of the
advertisement for publication. Average annual total return, or "T" in the
formula above, is computed by finding the average annual compounded rate of
return over the period that would equate the initial amount invested to the
ending redeemable value ("ERV"). In calculating average annual total return, all
dividends and other distributions by a Portfolio are assumed to have been
reinvested at net asset value on the reinvestment date during the period.
The following table reflects the Large Cap Growth Equity Portfolio's
standardized average annual total returns for the periods stated below:
LARGE CAP GROWTH EQUITY PORTFOLIO
AVERAGE ANNUAL TOTAL RETURN
1 Year 5 Years 10 Years
Ended Ended Ended
Dec. 31, 1997 Dec. 31, 1997 Dec. 31, 1997
------------- ------------- -------------
27.50% 18.39% 17.43%
While average annual returns are a convenient means of comparing
investment alternatives, investors should realize that a Portfolio's performance
is not constant over time, but changes from year to year, and that average
annual returns represent averaged figures as opposed to the actual year-to-year
performance of the Portfolio.
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<PAGE>
Each Portfolio may also include in its performance advertisements total
return quotations that are not calculated according to the formula set forth
above ("non-standardized total return"). For example, the Portfolios may quote
unaveraged or cumulative total returns in performance advertisements which
reflect the change in the value of an investment in the Portfolio over a stated
period. PFPC calculates cumulative total return for each Portfolio for a
specific period of time by assuming an initial investment of $1,000 in shares of
the Portfolio and the reinvestment of dividends and other distributions. PFPC
then determines the percentage rate of return on the hypothetical $1,000
investment by: (i) subtracting the value of the investment at the beginning of
the period from the value of the investment at the end of the period; and (ii)
dividing the remainder by the beginning value. The Large Cap Growth Equity
Portfolio's cumulative total return was, for the fiscal year ended December 31,
1997: 27.50%; for the five years ended December 31, 1997: 132.55%; and for the
ten years ended December 31, 1997: 398.52%.
Average annual and cumulative total returns for the Portfolios may be
quoted as a dollar amount, as well as a percentage, and may be calculated for a
series of investments or a series of redemptions, as well as for a single
investment or a single redemption, over any time period. Total returns may be
broken down into their components of income and capital gain (including capital
gain distributions and changes in share price) to illustrate the relationship of
those factors and their contributions to total return.
The following table shows the income and capital elements of the Large
Cap Growth Equity Portfolio's total return and compares them to the cost of
living (as measured by the Consumer Price Index) over the same periods. During
the periods quoted, interest rates and stock prices fluctuated widely; the table
should not be considered representative of the dividend income or capital gain
or loss that could be realized from an investment in the Portfolio today.
During the ten years ended December 31, 1997, a hypothetical $10,000
investment in the Large Cap Growth Equity Portfolio would have been worth
$49,793, assuming the reinvestment of all distributions.
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LARGE CAP GROWTH EQUITY PORTFOLIO
CHANGES IN $10,000 HYPOTHETICAL INVESTMENT
<TABLE>
<CAPTION>
Value of Value of Value of Increase in
Initial Reinvested Reinvested Cost of Living
Period Ended $10,000 Income Capital Gain (Consumer
December 31 Investment Dividends Distributions Total Value Price Index)
----------- ---------- --------- ------------- ----------- ------------
<S> <C> <C> <C> <C> <C> <C>
1997 $25,532 $908 $23,353 $49,793 40.1%
1996 $22,963 $817 $15,275 $39,055 37.5%
1995 $20,800 $740 $9,891 $31,431 33.1%
1994 $18,088 $643 $5,743 $24,474 29.8%
1993 $19,582 $696 $4,252 $24,530 26.4%
1992 $18,590 $661 $2,160 $21,411 23.0%
1991 $18,734 $666 $ 810 $20,210 19.5%
1990 $13,847 $417 $ 15 $14,279 15.9%
1989 $15,078 $300 - $15,378 9.3%
1988 $12,007 $ 87 - $12,094 4.4%
</TABLE>
Explanatory Note: A hypothetical initial investment of $10,000 on
December 31, 1987, together with the aggregate cost of reinvested dividends and
capital gain distributions for the entire period covered (their cash value at
the time they were reinvested), would have amounted to $30,280. If dividends and
capital gain distributions had not been reinvested, the total value of the
investment in the Portfolio over time would have been smaller, and cash payments
for the period would have amounted to $493 for income dividends and $14,119 for
capital gain distributions. Without fee waivers from the Portfolio's service
providers and expense reimbursements by WTC, the Portfolio's returns would have
been lower.
The Portfolios may also from time to time along with performance
advertisements, present their investments in the form of a "Schedule of
Investments" included in the Annual Report to the shareholders of the Fund. A
copy of the Annual Report to the Fund's Shareholders as of and for the fiscal
year ended December 31, 1997, is attached hereto and incorporated by reference.
COMPARISON OF PORTFOLIO PERFORMANCE. A comparison of the quoted
performance offered for various investments is valid only if performance is
calculated in the same manner. Since there are many methods of calculating
performance, investors should consider the effects of the methods used to
calculate performance when comparing performance of a Portfolio with performance
quoted with respect to other investment companies or types of investments.
In connection with communicating its performance to current or
prospective shareholders, a Portfolio also may compare performance figures to
the performance of other mutual funds tracked by mutual fund rating services, to
unmanaged indexes or unit investment trusts with similar holdings or to
individual securities.
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From time to time, in marketing and other literature, a Portfolio's
performance may be compared to the performance of broad groups of mutual funds
with similar investment goals, as tracked by independent organizations such as,
Investment Company Data, Inc. (an organization which provides performance
ranking information for broad classes of mutual funds), Lipper Analytical
Services, Inc. ("Lipper") (a mutual fund research firm which analyzes over 1,800
mutual funds), CDA Investment Technologies, Inc. (an organization which provides
mutual fund performance and ranking information), Morningstar, Inc. (an
organization which analyzes over 2,400 mutual funds) and other independent
organizations. When Lipper's tracking results are used, a Portfolio will be
compared to Lipper's appropriate fund category, that is, by fund objective and
portfolio holdings. Rankings may be listed among one or more of the asset-size
classes as determined by Lipper. When other organizations' tracking results are
used, a Portfolio will be compared to the appropriate fund category, that is, by
fund objective and portfolio holdings, or to the appropriate volatility
grouping, where volatility is a measure of a fund's risk.
Because the assets in all funds are always changing, a Portfolio may be
ranked within one asset-size class at one time and in another asset-size class
at some other time. In addition, the independent organization chosen to rank a
Portfolio in marketing and promotional literature may change from time to time
depending upon the basis of the independent organization's categorizations of
mutual funds, changes in the Portfolio's investment policies and investments,
the Portfolio's asset size and other factors deemed relevant. Advertisements and
other marketing literature will indicate the time period and Lipper asset-size
class or other performance ranking company criteria, as applicable, for the
ranking in question.
Evaluations of Portfolio performance made by independent sources may
also be used in advertisements concerning the Portfolios, including reprints of,
or selections from, editorials or articles about the Portfolios. Sources for
performance information and articles about the Portfolios may include the
following:
ASIAN WALL STREET JOURNAL, a weekly Asian newspaper that often reviews U.S.
mutual funds investing internationally.
BARRON'S, a Dow Jones and Company, Inc. business and financial weekly that
periodically reviews mutual fund performance data.
BUSINESS WEEK, a national business weekly that periodically reports the
performance rankings and ratings of a variety of mutual funds investing abroad.
CDA INVESTMENT TECHNOLOGIES, INC., an organization that provides performance and
ranking information through examining the dollar results of hypothetical mutual
fund investments and comparing these results against appropriate market indexes.
CHANGING TIMES, THE KIPLINGER MAGAZINE, a monthly investment advisory
publication that periodically features the performance of a variety of
securities.
CONSUMER DIGEST, a monthly business/financial magazine that includes a "Money
Watch" section featuring financial news.
FINANCIAL TIMES, Europe's business newspaper, which features from time to time
articles on international or country-specific funds.
FINANCIAL WORLD, a general business/financial magazine that includes a "Market
Watch" department reporting on activities in the mutual fund industry.
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<PAGE>
FORBES, a national business publication that from time to time reports the
performance of specific investment companies in the mutual fund industry.
FORTUNE, a national business publication that periodically rates the performance
of a variety of mutual funds.
THE FRANK RUSSELL COMPANY, a West-Coast investment management firm that
periodically evaluates international stock markets and compares foreign equity
market performance to U.S. stock market performance.
GLOBAL INVESTOR, a European publication that periodically reviews the
performance of U.S. mutual funds investing internationally.
INVESTMENT COMPANY DATA, INC., an independent organization that provides
performance ranking information for broad classes of mutual funds.
INVESTOR'S DAILY, a daily newspaper that features financial, economic, and
business news.
LIPPER ANALYTICAL SERVICES, INC.'S MUTUAL FUND PERFORMANCE ANALYSIS, a weekly
publication of industry-wide mutual fund averages by type of fund.
MONEY, a monthly magazine that from time to time features both specific funds
and the mutual fund industry as a whole.
MUTUAL FUND VALUES, a biweekly Morningstar, Inc. publication that provides
ratings of mutual funds based on fund performance, risk and portfolio
characteristics.
THE NEW YORK TIMES, a nationally distributed newspaper that regularly covers
financial news.
PERSONAL INVESTING NEWS, a monthly news publication that often reports on
investment opportunities and market conditions.
PERSONAL INVESTOR, a monthly investment advisory publication that includes a
"Mutual Funds Outlook" section reporting on mutual fund performance measures,
yields, indexes and portfolio holdings.
SUCCESS, a monthly magazine targeted to the world of entrepreneurs and growing
businesses, often featuring mutual fund performance data.
USA TODAY, a national daily newspaper.
U.S. NEWS AND WORLD REPORT, a national business weekly that periodically reports
mutual fund performance data.
WALL STREET JOURNAL, a Dow Jones and Company, Inc. newspaper which regularly
covers financial news.
WIESENBERGER INVESTMENT COMPANIES SERVICES, an annual compendium of information
about mutual funds and other investment companies, including comparative data on
funds' backgrounds, management policies, salient features, management results,
income and dividend records, and price ranges.
In advertising the performance of the Portfolios, the performance of a
Portfolio may also be compared to the performance of unmanaged indexes of
securities in which the Portfolio invests or to unit investment trusts ("UITs")
that hold the same type of securities in which the Portfolio invests.
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TAXES
GENERAL. Each Portfolio is treated as a separate corporation for
federal income tax purposes. To qualify or continue to qualify for treatment as
a regulated investment company ("RIC") under the Internal Revenue Code of 1986,
as amended (the "Code"), each Portfolio must distribute to its shareholders for
each taxable year at least 90% of its investment company taxable income
(consisting generally of net investment income, net short-term capital gain and,
in the case of the International Equity Portfolio, net gains from certain
foreign currency transactions) and must meet several additional requirements.
For each Portfolio, these requirements include the following: (1) the Portfolio
must derive at least 90% of its gross income each taxable year from dividends,
interest, payments with respect to securities loans and gains from the sale or
other disposition of securities or foreign currencies, or other income
(including gains from options, futures and forward contracts) derived with
respect to its business of investing in securities or those currencies ("Income
Requirement"); (2) at the close of each quarter of the Portfolio's taxable year,
at least 50% of the value of its total assets must be represented by cash and
cash items, U.S. Government securities, securities of other RICs and other
securities, with these other securities limited, in respect of any one issuer,
to an amount that does not exceed 5% of the value of the Portfolio's total
assets and that does not represent more than 10% of the issuer's outstanding
voting securities; and (3) at the close of each quarter of the Portfolio's
taxable year, not more than 25% of the value of its total assets may be invested
in securities (other than U.S. Government securities or the securities of other
RICs) of any one issuer.
If a Portfolio failed to qualify for treatment as a RIC in any taxable
year, it would be subject to tax on its taxable income at corporate rates and
all distributions from earnings and profits, including any distributions from
net capital gain (the excess of net long-term capital gain over net short-term
capital loss), would be taxable to its shareholders as ordinary income. In
addition, the Portfolio could be required to recognize unrealized gains, pay
substantial taxes and interest and make substantial distributions before
requalifying for RIC treatment.
DISTRIBUTIONS. Each Portfolio will be subject to a nondeductible 4%
excise tax (the "Excise Tax") to the extent it fails to distribute by the end of
any calendar year substantially all of its ordinary income and capital gain net
income for that year, plus certain other amounts. For this and other purposes,
dividends and other distributions declared in December of any year and payable
to shareholders of record on a date in that month will be deemed to have been
paid by the Portfolio and received by its shareholders on December 31 if they
are paid by the Portfolio during the following January. Accordingly, such
distributions will be taxed to the shareholders for the year in which that
December 31 falls.
It is anticipated that all or a portion of the dividends from the net
investment income of each Portfolio other than the International Equity
Portfolio will qualify for the dividends-received deduction allowed to
corporations. The qualifying portion may not exceed the aggregate dividends
received by the Portfolio from U.S. corporations. However, dividends received by
a corporate shareholder and deducted by it pursuant to the dividends-received
deduction are subject indirectly to the federal alternative minimum tax.
Moreover, the dividends-received deduction will be reduced to the extent the
shares with respect to which the dividends are received are treated as
debt-financed and will be eliminated if those shares are deemed to have been
held for less than 46 days. Distributions of net short-term capital gain and net
capital gain are not eligible for the dividends-received deduction.
Any loss realized by a shareholder on the redemption of shares within
six months from the date of their purchase will be treated as a long-term,
instead of a short-term, capital loss to the extent of any capital gain
distributions to that shareholder with respect to those shares.
Distributions by a Portfolio from net investment income or capital
gains will result in a reduction in the net asset value of its shares. If a
distribution reduces the net asset value below a shareholder's cost basis, the
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distribution nevertheless will be taxable to the shareholder even though, from
an investment standpoint, it may constitute a partial return of capital. In
particular, investors should be careful to consider the tax implications of
buying shares just prior to a distribution. The price of shares purchased at
that time includes the amount of the forthcoming distribution. Thus, investors
purchasing shares just prior to a distribution will receive a partial return of
their investment upon the distribution that nevertheless will be taxable to
them.
If a Portfolio makes a distribution to shareholders in excess of its
current and accumulated "earnings and profits" in any taxable year, the excess
distribution will be treated by each shareholder as a return of capital to the
extent of the shareholder's tax basis and thereafter as capital gain.
FOREIGN SECURITIES. Dividends and interest received, and gains
realized, by the International Equity Portfolio may be subject to income,
withholding or other taxes imposed by foreign countries or U.S. possessions
(collectively, "foreign taxes") that would reduce the yield on its securities.
Tax conventions between certain countries and the United States may reduce or
eliminate foreign taxes, however, and many foreign countries do not impose taxes
on capital gains in respect of investments by foreign investors.
If more than 50% of the value of the International Equity Portfolio's
total assets at the close of its taxable year consists of securities of foreign
corporations, the Portfolio will be eligible to, and may, file an election with
the Internal Revenue Service that will enable its shareholders, in effect, to
benefit from any foreign tax credit or deduction that is available with respect
to foreign taxes paid by the Portfolio. If the election is made, the Portfolio
will treat those taxes as dividends paid to its shareholders and each
shareholder (1) will be required to include in gross income, and treat as paid
by the shareholder, a proportionate share of those taxes, (2) will be required
to treat that share of those taxes and of any dividend paid by the Portfolio
that represents income from foreign or U.S. possessions sources as the
shareholder's own income from those sources and (3) may either deduct the taxes
deemed paid by the shareholder in computing taxable income or, alternatively,
use the foregoing information in calculating the foreign tax credit against the
shareholder's federal income tax. The Portfolio will report to its shareholders
shortly after each taxable year their respective shares of its income from
sources within, and taxes paid to, foreign countries and U.S. possessions if it
makes this election. If the Portfolio makes this election, individuals who have
no more than $300 ($600 for married persons filing jointly) of creditable
foreign taxes included on Forms 1099 and all of whose foreign source income is
"qualified passive income" may elect each year to be exempt from the extremely
complicated foreign tax credit limitation and will be able to claim a foreign
tax credit without having to file the detailed Form 1116 that otherwise is
required.
The International Equity Portfolio may invest in the stock of passive
foreign investment companies ("PFICs"). A PFIC is a foreign corporation -- other
than a "controlled foreign corporation" (I.E., a foreign corporation in which,
on any day during its taxable year, more than 50% of the total voting power of
all voting stock therein or the total value of all stock therein is owned,
directly, indirectly, or constructively, by "U.S. shareholders," defined as U.S.
persons that individually own, directly, indirectly, or constructively, at least
10% of that voting power) as to which the Portfolio is a U.S. shareholder --
that, in general, meets either of the following tests: (a) at least 75% of its
gross income is passive or (b) an average of at least 50% of its assets produce,
or are held for the production of, passive income. If the Portfolio acquires
stock in a PFIC and holds the stock beyond the end of the year of acquisition,
the Portfolio will be subject to federal income tax on a portion of any "excess
distribution" received on the stock or of any gain from disposition of the stock
(collectively, "PFIC income"), plus interest thereon, even if the Portfolio
distributes the PFIC income as a taxable dividend to its shareholders. The
balance of the PFIC income will be included in the Portfolio's investment
company taxable income and, accordingly, will not be taxable to it to the extent
that income is distributed to its shareholders.
If the International Equity Portfolio invests in a PFIC and elects to
treat the PFIC as a "qualified electing fund" ("QEF"), then in lieu of the
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foregoing tax and interest obligation, the Portfolio will be required to include
in income each year its pro rata share of the QEF's annual ordinary earnings and
net capital gain, even if they are not distributed to the Portfolio by the QEF;
those amounts most likely would have to be distributed by the Fund to satisfy
the Distribution Requirement and avoid imposition of the Excise Tax. It may be
very difficult, if not impossible, to make this election because of certain
requirements thereof.
The International Equity Portfolio may elect to "mark to market" its
stock in any PFIC. "Marking-to-market," in this context, means including in
ordinary income each taxable year the excess, if any, of the fair market value
of the stock over the Portfolio's adjusted basis therein as of the end of that
year. Pursuant to the election, the Portfolio also will be allowed to deduct (as
an ordinary, not capital, loss) the excess, if any, of its adjusted basis in
PFIC stock over the fair market value thereof as of the taxable year-end, but
only to the extent of any net mark-to-market gains with respect to that stock
included in income by the Portfolio for prior taxable years. The Portfolio's
adjusted basis in each PFIC's stock subject to the election will be adjusted to
reflect the amounts of income included and deductions taken thereunder.
HEDGING TRANSACTIONS. The use of hedging strategies, such as writing
(selling) and purchasing options and futures contracts and entering into forward
currency contracts, involves complex rules that will determine for federal
income tax purposes the amount, character and timing of recognition of the gains
and losses a Portfolio realizes in connection therewith. Gains from the
disposition of foreign currencies (except certain gains that may be excluded by
future regulations) and gains from options, futures and foreign currency
contracts derived by a Portfolio with respect to its business of investing in
securities qualify as permissible income under the Income Requirement.
Futures and foreign currency contracts that are subject to section 1256
of the Code (other than such contracts that are part of a "mixed straddle" with
respect to which a Portfolio has made an election not to have the following
rules apply) ("Section 1256 Contracts") and that are held by a Portfolio at the
end of its taxable year generally will be "marked-to-market" (that is, deemed to
have been sold for their market value) for federal income tax purposes. Sixty
percent of any net gain or loss recognized on these deemed sales, and 60% of any
net realized gain or loss from any actual sales of Section 1256 Contracts, will
be treated as long-term capital gain or loss, and the balance will be treated as
short-term capital gain or loss. As of the date of this Statement of Additional
Information, it is not entirely clear whether that 60% portion will qualify for
the reduced maximum tax rates on non-corporate taxpayers' net capital gain
enacted by the Taxpayer Relief Act of 1997 -- 20% (10% for taxpayers in the 15%
marginal tax bracket) for gain recognized on capital assets held for more than
18 months -- instead of the 28% rate in effect before that legislation, which
now applies to gain recognized on capital assets held for more than one year but
not more than 18 months. However, technical corrections legislation passed by
the House of Representatives late in 1997 would clarify that the lower rates
apply. Section 1256 Contracts also may be marked-to-market for purposes of the
Excise Tax.
Section 988 of the Code also may apply to forward currency contracts
and options on foreign currencies. Under section 988, each foreign currency gain
or loss generally is computed separately and treated as ordinary income or loss.
In the case of overlap between sections 1256 and 988, special provisions
determine the character and timing of any income, gain or loss. The
International Equity Portfolio attempts to monitor its section 988 transactions
to minimize any adverse tax impact.
Code section 1092 (dealing with straddles) also may affect the taxation
of options and futures contracts in which a Portfolio may invest. Section 1092
defines a "straddle" as offsetting positions with respect to personal property;
for these purposes, options and futures contracts are personal property. Under
section 1092, any loss from the disposition of a position in a straddle
generally may be deducted only to the extent the loss exceeds the unrealized
gain on the offsetting position(s) of the straddle. Section 1092 also provides
certain "wash sale" rules, which apply to transactions where a position is sold
at a loss and a new offsetting position is acquired within a prescribed period,
and "short sale" rules applicable to straddles. If a Portfolio makes certain
elections, the amount, character and timing of the recognition of gains and
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losses from the affected straddle positions would be determined under rules that
vary according to the elections made. Because only a few of the regulations
implementing the straddle rules have been promulgated, the tax consequences to a
Portfolio of straddle transactions are not entirely clear.
If a Portfolio has an "appreciated financial position" -- generally, an
interest (including an interest through an option, futures or forward contract
or short sale) with respect to any stock, debt instrument (other than "straight
debt") or partnership interest the fair market value of which exceeds its
adjusted basis -- and enters into a "constructive sale" of the same or
substantially similar property, the Portfolio will be treated as having made an
actual sale thereof, with the result that gain will be recognized at that time.
A constructive sale generally consists of a short sale, an offsetting notional
principal contract or futures or forward contract entered into by a Portfolio or
a related person with respect to the same or substantially similar property. In
addition, if the appreciated financial position is itself a short sale or such a
contract, acquisition of the underlying property or substantially similar
property will be deemed a constructive sale.
The foregoing tax discussion is a summary included for general
informational purposes only. Each shareholder is advised to consult its own tax
adviser with respect to the specific tax consequences to it of an investment in
a Portfolio, including the effect and applicability of state, local, foreign and
other tax laws and the possible effects of changes in federal or other tax laws.
DESCRIPTION OF THE FUND
The Fund is a diversified open-end series investment company organized
as a Massachusetts business trust on August 19, 1986. The Fund's capital
consists of an unlimited number of shares of beneficial interest, $0.01 par
value. The shares of each Portfolio that are issued by the Fund are fully paid
and non-assessable. The assets of the Fund received for the issuance or sale of
Portfolio shares and all income, earnings, profits and proceeds therefrom,
subject only to the right of creditors, are allocated to the respective
Portfolio and constitute the underlying assets of that Portfolio. Under
Massachusetts law, shareholders of such a trust may, under certain
circumstances, be held personally liable for the obligations of the trust.
However, the Fund's Declaration of Trust contains an express disclaimer of
shareholder liability for acts or obligations of the Fund and requires that
notice of such disclaimer be given in each agreement, obligation or instrument
entered into or executed by the Fund or the Trustees. The Declaration of Trust
authorizes the creation of multiple series and classes of shares, and provides
for indemnification out of the assets of the applicable Portfolio of any
shareholder held personally liable solely by virtue of ownership of shares of
the series. The Declaration of Trust also provides that the applicable series
shall, upon request, assume the defense of any claim made against any
shareholder for any act or obligation of the series and satisfy any judgment
thereon. Thus, the risk of a shareholder incurring financial loss because of
shareholder liability is limited to circumstances in which the Portfolio itself
would be unable to meet its obligations. WTC believes that, in view of the
above, the risk of personal liability to shareholders is remote.
The Fund's Declaration of Trust further provides that the Trustees will
not be liable for neglect or wrongdoing provided they have exercised reasonable
care and have acted in the reasonable belief that their actions are in the best
interest of the Fund, but nothing in the Declaration of Trust protects or
indemnifies a Trustee against any liability to which he or she would otherwise
be subject by reason of willful misfeasance, bad faith, gross negligence, or
reckless disregard of the duties involved in the conduct of his or her office.
The Declaration of Trust provides that the Fund will continue
indefinitely unless a majority of the shareholders of the Fund or a majority of
the shareholders of the affected Portfolio approve: (a) the sale of the Fund's
assets or the Portfolio's assets to another diversified open-end management
investment company; or (b) the liquidation of the Fund or the Portfolio. The
Declaration of Trust further provides, however, that the Board of Trustees may
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take the actions specified in (a) or (b) if a majority of the Trustees determine
that the continuation of a Portfolio or the Trust is not in the best interests
of the Portfolio or the Trust or their respective shareholders as a result of
factors or events adversely affecting the ability of the Portfolio or the Trust
to conduct its business and operations in an economically viable manner. In the
event of the liquidation of the Fund or the Portfolio, affected shareholders are
entitled to receive the assets of the Fund or Portfolio that are available for
distribution.
OTHER INFORMATION
INDEPENDENT AUDITORS. Ernst & Young LLP, Suite 4000, 2001 Market
Street, Philadelphia, PA 19103, serves as the Fund's independent auditors,
providing services which include (1) audit of the annual financial statements
for the Portfolios, (2) assistance and consultation in connection with SEC
filings and (3) preparation of the annual federal and state income tax returns
filed on behalf of each Portfolio.
The financial statements and financial highlights of the Large Cap
Growth Equity Portfolio appearing or incorporated by reference in the Fund's
Prospectus, this Statement of Additional Information and Registration Statement
have been audited by Ernst & Young LLP, independent auditors, to the extent
indicated in their report thereon also appearing elsewhere herein and in the
Registration Statement or incorporated by reference. Such financial statements
have been included herein or incorporated herein by reference in reliance upon
such report given upon the authority of such firm as experts in accounting and
auditing.
LEGAL COUNSEL. Kirkpatrick & Lockhart LLP, 1800 Massachusetts Avenue,
N.W., 2nd Floor, Washington, DC 20036, serves as counsel to the Fund and has
passed upon the legality of the shares offered by the Prospectus and this
Statement of Additional Information.
CUSTODIANS AND SUB-CUSTODIANS. WTC, Rodney Square North, 1100 N. Market
Street, Wilmington, DE 19890-0001, serves as the Custodian to the Large Cap
Growth Equity Portfolio, the Large Cap Value Equity Portfolio, and the Small Cap
Equity Portfolio. Bankers Trust Company serves as custodian of the International
Equity Portfolio. PNC Bank, National Association, 1600 Market Street,
Philadelphia, Pennsylvania 19103, serves as the Sub-Custodian of the Large Cap
Growth Equity Portfolio, the Large Cap Value Equity Portfolio and the Small Cap
Equity Portfolio.
TRANSFER AGENT. PFPC Inc., 400 Bellevue Parkway, Wilmington, Delaware 19809,
serves as the Fund's Transfer Agent and Dividend Paying Agent.
FINANCIAL STATEMENTS
The Schedule of Investments as of December 31, 1997; the Statement of
Assets and Liabilities as of December 31, 1997; the Statement of Operations for
the fiscal year ended December 31, 1997; the Statement of Changes in Net Assets
for the fiscal year ended December 31, 1997 and for the fiscal year ended
December 31, 1996; the Financial Highlights of the Large Cap Growth Equity
Portfolio for the fiscal years ended December 31, 1997, 1996, 1995, 1994 and
1993; and the Notes to the Financial Statements and the Report of Independent
Auditors, each of which is included in the Annual Report to the Shareholders of
the Large Cap Growth Equity Portfolio (formerly the Rodney Square Multi-Manager
Fund - Growth Portfolio) as of and for the fiscal year ended December 31, 1997
are attached hereto and incorporated herein.
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APPENDIX
OPTIONS, FUTURES AND FORWARD CURRENCY CONTRACT STRATEGIES
REGULATION OF THE USE OF OPTIONS, FUTURES AND FORWARD CURRENCY CONTRACT
STRATEGIES. As discussed in the Prospectus, in managing a Portfolio, WTC or the
sub-advisers may engage in certain options, futures and forward currency
contract strategies for certain bona fide hedging, risk management or other
portfolio management purposes. Certain special characteristics of and risks
associated with using these strategies are discussed below. Use of options,
futures and forward currency contracts is subject to applicable regulations
and/or interpretations of the SEC and the several options and futures exchanges
upon which these instruments may be traded. The Board of Trustees has adopted
investment guidelines (described below) reflecting these regulations.
In addition to the products, strategies and risks described below and
in the Prospectus, WTC expects to discover additional opportunities in
connection with options, futures and forward currency contracts. These new
opportunities may become available as WTC develops new techniques, as regulatory
authorities broaden the range of permitted transactions and as new options,
futures and forward currency contracts are developed. WTC may utilize these
opportunities to the extent they are consistent with each Portfolio's investment
objective and limitations and permitted by applicable regulatory authorities.
The registration statement for the Portfolios will be supplemented to the extent
that new products and strategies involve materially different risks than those
described below and in the Prospectus.
COVER REQUIREMENTS. The Portfolios will not use leverage in their options,
futures, and in the case of the International Equity Portfolio, their forward
currency contract strategies. Accordingly, the Portfolios will comply with
guidelines established by the SEC with respect to coverage of these strategies
by either (1) setting aside cash or liquid, unencumbered, daily marked-to-market
securities in one or more segregated accounts with the Fund's custodian in the
prescribed amount; or (2) holding securities or other options or futures
contracts whose values are expected to offset ("cover") their obligations
thereunder. Securities, currencies, or other options or futures contracts used
for cover cannot be sold or closed out while these strategies are outstanding,
unless they are replaced with similar assets. As a result, there is a
possibility that the use of cover involving a large percentage of the
Portfolio's assets could impede portfolio management, or the Portfolio's ability
to meet redemption requests or other current obligations.
OPTIONS STRATEGIES. With the exception of the International Equity Portfolio, a
Portfolio may purchase and write (sell) only those options on securities and
securities indices that are traded on U.S. exchanges. Exchange-traded options in
the U.S. are issued by a clearing organization affiliated with the exchange on
which the option is listed, which, in effect, guarantees completion of every
exchange-traded option transaction. The International Equity Portfolio may
purchase and write (sell) options only on securities and securities indices that
are traded on foreign exchanges.
Each Portfolio may purchase call options on securities in which it is
authorized to invest in order to fix the cost of a future purchase. Call options
also may be used as a means of enhancing returns by, for example, participating
in an anticipated price increase of a security. In the event of a decline in the
price of the underlying security, use of this strategy would serve to limit the
potential loss to the Portfolio to the option premium paid; conversely, if the
market price of the underlying security increases above the exercise price and
the Portfolio either sells or exercises the option, any profit eventually
realized would be reduced by the premium paid.
Each Portfolio may purchase put options on securities that it holds in
order to hedge against a decline in the market value of the securities held or
to enhance return. The put option enables the Portfolio to sell the underlying
security at the predetermined exercise price; thus, the potential for loss to
the Portfolio below the exercise price is limited to the option premium paid. If
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the market price of the underlying security is higher than the exercise price of
the put option, any profit the Portfolio realizes on the sale of the security is
reduced by the premium paid for the put option less any amount for which the put
option may be sold.
Each Portfolio may on certain occasions wish to hedge against a decline
in the market value of securities that it holds at a time when put options on
those particular securities are not available for purchase. At those times, the
Portfolio may purchase a put option on other carefully selected securities in
which it is authorized to invest, the values of which historically have a high
degree of positive correlation to the value of the securities actually held. If
the adviser's judgment is correct, changes in the value of the put options
should generally offset changes in the value of the securities being hedged.
However, the correlation between the two values may not be as close in these
transactions as in transactions in which a Portfolio purchases a put option on a
security that it holds. If the value of the securities underlying the put option
falls below the value of the portfolio securities, the put option may not
provide complete protection against a decline in the value of the portfolio
securities.
Each Portfolio may write covered call options on securities in which it
is authorized to invest for hedging purposes or to increase return in the form
of premiums received from the purchasers of the options. A call option gives the
purchaser of the option the right to buy, and the writer (seller) the obligation
to sell, the underlying security at the exercise price during the option period.
The strategy may be used to provide limited protection against a decrease in the
market price of the security, in an amount equal to the premium received for
writing the call option less any transaction costs. Thus, if the market price of
the underlying security held by the Portfolio declines, the amount of the
decline will be offset wholly or in part by the amount of the premium received
by the Portfolio. If, however, there is an increase in the market price of the
underlying security and the option is exercised, the Portfolio will be obligated
to sell the security at less than its market value.
Each Portfolio may also write covered put options on securities in
which it is authorized to invest. A put option gives the purchaser of the option
the right to sell, and the writer (seller) the obligation to buy, the underlying
security at the exercise price during the option period. So long as the
obligation of the writer continues, the writer may be assigned an exercise
notice by the broker-dealer through whom such option was sold, requiring it to
make payment of the exercise price against delivery of the underlying security.
The operation of put options in other respects, including their related risks
and rewards, is substantially identical to that of call options. If the put
option is not exercised, the Portfolio will realize income in the amount of the
premium received. This technique could be used to enhance current return during
periods of market uncertainty. The risk in such a transaction would be that the
market price of the underlying securities would decline below the exercise price
less the premiums received, in which case the Portfolio would expect to suffer a
loss.
Each Portfolio may purchase put and call options and write covered put
and call options on indexes in much the same manner as the more traditional
options discussed above, except that index options may serve as a hedge against
overall fluctuations in the securities markets (or a market sector) rather than
anticipated increases or decreases in the value of a particular security. An
index assigns values to the securities included in the index and fluctuates with
changes in such values. Settlements of index options are effected with cash
payments and do not involve delivery of securities. Thus, upon settlement of a
index option, the purchaser will realize, and the writer will pay, an amount
based on the difference between the exercise price and the closing price of the
index. The effectiveness of hedging techniques using index options will depend
on the extent to which price movements in the index selected correlate with
price movements of the securities in which a Portfolio invests. Perfect
correlation is not possible because the securities held or to be acquired by the
Portfolio will not exactly match the composition of indexes on which options are
purchased or written.
Each Portfolio may purchase and write covered straddles on securities
or indexes. A long straddle is a combination of a call and a put purchased on
the same security where the exercise price of the put is less than or equal to
the exercise price on the call. The Portfolio would enter into a long straddle
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when the adviser believes that it is likely that prices will be more volatile
during the term of the options than is implied by the option pricing. A short
straddle is a combination of a call and a put written on the same security where
the exercise price on the put is less than or equal to the exercise price of the
call where the same issue of the security is considered "cover" for both the put
and the call. The Portfolio would enter into a short straddle when the adviser
believes that it is unlikely that prices will be as volatile during the term of
the options as is implied by the option pricing. In such case, the Portfolio
will set aside cash and/or liquid, unencumbered securities in a segregated
account with its custodian equivalent in value to the amount, if any, by which
the put is "in-the-money," that is, that amount by which the exercise price of
the put exceeds the current market value of the underlying security. Because
straddles involve multiple trades, they result in higher transaction costs and
may be more difficult to open and close out.
Each Portfolio may purchase put and call warrants with values that vary
depending on the change in the value of one or more specified indexes ("index
warrants"). An index warrant is usually issued by a bank or other financial
institution and gives the Portfolio the right, at any time during the term of
the warrant, to receive upon exercise of the warrant a cash payment from the
issuer of the warrant based on the value of the underlying index at the time of
exercise. In general, if a Portfolio holds a call warrant and the value of the
underlying index rises above the exercise price of the warrant, the Portfolio
will be entitled to receive a cash payment from the issuer upon exercise based
on the difference between the value of the index and the exercise price of the
warrant; if the Portfolio holds a put warrant and the value of the underlying
index falls, the Portfolio will be entitled to receive a cash payment from the
issuer upon exercise based on the difference between the exercise price of the
warrant and the value of the index. The Portfolio holding a call warrant would
not be entitled to any payments from the issuer at any time when the exercise
price is greater than the value of the underlying index; the Portfolio holding a
put warrant would not be entitled to any payments when the exercise price is
less than the value of the underlying index. If the Portfolio does not exercise
an index warrant prior to its expiration, then the Portfolio loses the amount of
the purchase price that it paid for the warrant.
Each Portfolio will normally use index warrants as it may use index
options. The risks of the Portfolio's use of index warrants are generally
similar to those relating to its use of index options. Unlike most index
options, however, index warrants are issued in limited amounts and are not
obligations of a regulated clearing agency, but are backed only by the credit of
the bank or other institution which issues the warrant. Also, index warrants
generally have longer terms than index options. Index warrants are not likely to
be as liquid as index options backed by a recognized clearing agency. In
addition, the terms of index warrants may limit the Portfolio's ability to
exercise the warrants at any time or in any quantity.
OPTIONS GUIDELINES. In view of the risks involved in using the options
strategies described above, each Portfolio has adopted the following investment
guidelines to govern its use of such strategies; these guidelines may be
modified by the Board of Trustees without shareholder approval:
(1) each Portfolio will write only covered options, and
each such option will remain covered so long as the
Portfolio is obligated thereby; and
(2) no Portfolio will write options (whether on
securities or securities indexes) if aggregate
exercise prices of previous written outstanding
options, together with the value of assets used to
cover all outstanding positions, would exceed 25% of
its total net assets.
SPECIAL CHARACTERISTICS AND RISKS OF OPTIONS TRADING. A Portfolio may
effectively terminate its right or obligation under an option by entering into a
closing transaction. If a Portfolio wishes to terminate its obligation to
purchase or sell securities under a put or a call option it has written, the
Portfolio may purchase a put or a call option of the same series (that is, an
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option identical in its terms to the option previously written). This is known
as a closing purchase transaction. Conversely, in order to terminate its right
to purchase or sell specified securities under a call or put option it has
purchased, a Portfolio may sell an option of the same series as the option held.
This is known as a closing sale transaction. Closing transactions essentially
permit a Portfolio to realize profits or limit losses on its options positions
prior to the exercise or expiration of the option. If a Portfolio is unable to
effect a closing purchase transaction with respect to options it has acquired,
the Portfolio will have to allow the options to expire without recovering all or
a portion of the option premiums paid. If a Portfolio is unable to effect a
closing purchase transaction with respect to covered options it has written, the
Portfolio will not be able to sell the underlying securities or dispose of
assets used as cover until the options expire or are exercised, and the
Portfolio may experience material losses due to losses on the option transaction
itself and in the covering securities.
In considering the use of options to enhance returns or for hedging
purposes, particular note should be taken of the following:
(1) The value of an option position will reflect, among other
things, the current market price of the underlying security or
index, the time remaining until expiration, the relationship
of the exercise price to the market price, the historical
price volatility of the underlying security or index, and
general market conditions. For this reason, the successful use
of options depends upon the adviser's ability to forecast the
direction of price fluctuations in the underlying securities
markets or, in the case of index options, fluctuations in the
market sector represented by the selected index.
(2) Options normally have expiration dates of up to three years.
An American style put or call option may be exercised at any
time during the option period while a European style put or
call option may be exercised only upon expiration or during a
fixed period prior to expiration. The exercise price of the
options may be below, equal to or above the current market
value of the underlying security or index. Purchased options
that expire unexercised have no value. Unless an option
purchased by the Portfolio is exercised or unless a closing
transaction is effected with respect to that position, the
Portfolio will realize a loss in the amount of the premium
paid and any transaction costs.
(3) A position in an exchange-listed option may be closed out only
on an exchange that provides a secondary market for identical
options. Although the Portfolio intends to purchase or write
only those exchange-traded options for which there appears to
be a liquid secondary market, there is no assurance that a
liquid secondary market will exist for any particular option
at any particular time. A liquid market may be absent if: (i)
there is insufficient trading interest in the option; (ii) the
exchange has imposed restrictions on trading, such as trading
halts, trading suspensions or daily price limits; (iii) normal
exchange operations have been disrupted; or (iv) the exchange
has inadequate facilities to handle current trading volume.
(4) With certain exceptions, exchange listed options generally
settle by physical delivery of the underlying security. Index
options are settled exclusively in cash for the net amount, if
any, by which the option is "in-the-money" (where the value of
the underlying instrument exceeds, in the case of a call
option, or is less than, in the case of a put option, the
exercise price of the option) at the time the option is
exercised. If the Portfolio writes a call option on an index,
the Portfolio will not know in advance the difference, if any,
between the closing value of the index on the exercise date
and the exercise price of the call option itself and thus will
not know the amount of cash payable upon settlement. If the
Portfolio holds an index option and exercises it before the
closing index value for that day is available, the Portfolio
runs the risk that the level of the underlying index may
subsequently change.
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(5) A Portfolio's activities in the options markets may result in
a higher portfolio turnover rate and additional brokerage
costs; however, the Portfolio also may save on commissions by
using options as a hedge rather than buying or selling
individual securities in anticipation of, or as a result of,
market movements.
FUTURES AND RELATED OPTIONS STRATEGIES. Each Portfolio may engage in futures
strategies for certain non-trading bona fide hedging, risk management and
portfolio management purposes.
Each Portfolio may sell securities index futures contracts in
anticipation of a general market or market sector decline that could adversely
affect the market value of the Portfolio's securities holdings. To the extent
that a portion of a Portfolio's holdings correlate with a given index, the sale
of futures contracts on that index could reduce the risks associated with a
market decline and thus provide an alternative to the liquidation of securities
positions. For example, if a Portfolio correctly anticipates a general market
decline and sells index futures to hedge against this risk, the gain in the
futures position should offset some or all of the decline in the value of the
Portfolio's holdings. A Portfolio may purchase index futures contracts if a
significant market or market sector advance is anticipated. Such a purchase of a
futures contract would serve as a temporary substitute for the purchase of the
underlying securities which may then be purchased in an orderly fashion. This
strategy may minimize the effect of all or part of an increase in the market
price of securities that a Portfolio intends to purchase. A rise in the price of
the securities should be in part or wholly offset by gains in the futures
position.
As in the case of a purchase of an index futures contract, a Portfolio
may purchase a call option on an index futures contract to hedge against a
market advance in securities that the Portfolio plans to acquire at a future
date. The Portfolio may write covered put options on index futures as a partial
anticipatory hedge, and may write covered call options on index futures as a
partial hedge against a decline in the prices of securities held by the
Portfolio. This is analogous to writing covered call options on securities. The
Portfolio also may purchase put options on index futures contracts. The purchase
of put options on index futures contracts is analogous to the purchase of
protective put options on individual securities where a level of protection is
sought below which no additional economic loss would be incurred by the
Portfolio.
The International Equity Portfolio may sell foreign currency futures
contracts to hedge against possible variations in the exchange rates of foreign
currencies in relation to the U.S. dollar. In addition, the Portfolio may sell
foreign currency futures contracts when a sub-adviser anticipates a general
weakening of foreign currency exchange rates that could adversely affect the
market values of the Portfolio's foreign securities holdings. In this case, the
sale of futures contracts on the underlying currency may reduce the risk to the
Portfolio of a reduction in market value caused by foreign currency exchange
rate variations and, by so doing, provide an alternative to the liquidation of
securities positions and resulting transaction costs. When a sub-adviser
anticipates a significant foreign currency exchange rate increase while
intending to invest in a security denominated in that currency, the Portfolio
may purchase a foreign currency futures contract to hedge against that increase
pending completion of the anticipated transaction. Such a purchase would serve
as a temporary measure to protect the Portfolio against any rise in the foreign
exchange rate that may add additional costs to acquiring the foreign security
position. The Portfolio may also purchase call or put options on foreign
currency futures contracts to obtain a fixed foreign exchange rate at limited
risk. The Portfolio may purchase a call option on a foreign currency futures
contract to hedge against a rise in the foreign exchange rate while intending to
invest in a security denominated in that currency. The Portfolio may purchase
put options on foreign currency futures contracts as a partial hedge against a
decline in the foreign exchange rates or the value of its foreign portfolio
securities. The Portfolio may write a call option on a foreign currency futures
contract as a partial hedge against the effects of declining foreign exchange
rates on the value of foreign securities.
FUTURES AND RELATED OPTIONS GUIDELINES. In view of the risks involved in using
the futures strategies that are described above, each Portfolio has adopted the
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following investment guidelines to govern its use of such strategies. These
guidelines may be modified by the Board of Trustees without shareholder vote.
(1) The Portfolio will engage only in covered futures
transactions, and each such transaction will remain
covered so long as the Portfolio is obligated
thereby.
(2) The Portfolio will not write options on futures
contracts if aggregate exercise prices of previously
written outstanding options (whether on securities or
securities indexes), together with the value of
assets used to cover all outstanding futures
positions, would exceed 25% of its total net assets.
SPECIAL CHARACTERISTICS AND RISKS OF FUTURES AND RELATED OPTIONS TRADING. No
price is paid upon entering into a futures contract. Instead, upon entering into
a futures contract, a Portfolio is required to deposit with its custodian, in a
segregated account in the name of the futures broker through whom the
transaction is effected, an amount of cash, U.S. Government securities or other
liquid instruments generally equal to 10% or less of the contract value. This
amount is known as "initial margin." When writing a call or a put option on a
futures contract, margin also must be deposited in accordance with applicable
exchange rules. Unlike margin in securities transactions, initial margin on
futures contracts does not involve borrowing to finance the futures
transactions. Rather, initial margin on a futures contract is in the nature of a
performance bond or good-faith deposit on the contract that is returned to a
Portfolio upon termination of the transaction, assuming all obligations have
been satisfied. Under certain circumstances, such as periods of high volatility,
a Portfolio may be required by a futures exchange to increase the level of its
initial margin payment. Additionally, initial margin requirements may be
increased generally in the future by regulatory action. Subsequent payments,
called "variation margin," to and from the broker, are made on a daily basis as
the value of the futures or options position varies, a process known as "marking
to market." For example, when a Portfolio purchases a contract and the value of
the contract rises, the Portfolio receives from the broker a variation margin
payment equal to that increase in value. Conversely, if the value of the futures
position declines, a Portfolio is required to make a variation margin payment to
the broker equal to the decline in value. Variation margin does not involve
borrowing to finance the futures transaction, but rather represents a daily
settlement of a Portfolio's obligations to or from a clearing organization.
Buyers and sellers of futures positions and options thereon can enter
into offsetting closing transactions, similar to closing transactions on options
on securities, by selling or purchasing an offsetting contract or option.
Futures contracts or options thereon may be closed only on an exchange or board
of trade providing a secondary market for such futures contracts or options.
Under certain circumstances, futures exchanges may establish daily
limits on the amount that the price of a futures contract or related option may
vary either up or down from the previous day's settlement price. Once the daily
limit has been reached in a particular contract, no trades may be made that day
at a price beyond that limit. The daily limit governs only price movements
during a particular trading day and therefore does not limit potential losses,
because prices could move to the daily limit for several consecutive trading
days with little or no trading and thereby prevent prompt liquidation of
unfavorable positions. In such event, it may not be possible for the Portfolio
to close a position and, in the event of adverse price movements, the Portfolio
would have to make daily cash payments of variation margin (except in the case
of purchased options). However, if futures contracts have been used to hedge
portfolio securities, such securities will not be sold until the contracts can
be terminated. In such circumstances, an increase in the price of the
securities, if any, may partially or completely offset losses on the futures
contract. However, there is no guarantee that the price of the securities will,
in fact, correlate with the price movements in the contracts and thus provide an
offset to losses on the contracts.
In considering a Portfolio's use of futures contracts and related
options, particular note should be taken of the following:
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(1) Successful use by a Portfolio of futures contracts and related
options will depend upon the adviser's ability to predict
movements in the direction of the securities markets, which
requires different skills and techniques than predicting
changes in the prices of individual securities. Moreover,
futures contracts relate not only to the current price level
of the underlying securities, but also to anticipated price
levels at some point in the future. There is, in addition, the
risk that the movements in the price of the futures contract
will not correlate with the movements in the prices of the
securities being hedged. For example, if the price of an index
futures contract moves less than the price of the securities
that are the subject of the hedge, the hedge will not be fully
effective, but if the price of the securities being hedged has
moved in an unfavorable direction, a Portfolio would be in a
better position than if it had not hedged at all. If the price
of the securities being hedged has moved in a favorable
direction, the advantage may be partially offset by losses in
the futures position. In addition, if a Portfolio has
insufficient cash, it may have to sell assets to meet daily
variation margin requirements. Any such sale of assets may or
may not be made at prices that reflect a rising market.
Consequently, a Portfolio may need to sell assets at a time
when such sales are disadvantageous to the Portfolio. If the
price of the futures contract moves more than the price of the
underlying securities, a Portfolio will experience either a
loss or a gain on the futures contract that may or may not be
completely offset by movements in the price of the securities
that are the subject of the hedge.
(2) In addition to the possibility that there may be an imperfect
correlation, or no correlation at all, between price movements
in the futures position and the securities being hedged,
movements in the prices of futures contracts may not correlate
perfectly with movements in the prices of the hedged
securities due to price distortions in the futures market.
There may be several reasons unrelated to the value of the
underlying securities that cause this situation to occur.
First, as noted above, all participants in the futures market
are subject to initial and variation margin requirements. If,
to avoid meeting additional margin deposit requirements or for
other reasons, investors choose to close a significant number
of futures contracts through offsetting transactions,
distortions in the normal price relationship between the
securities and the futures markets may occur. Second, because
the margin deposit requirements in the futures market are less
onerous than margin requirements in the securities market,
there may be increased participation by speculators in the
futures market. Such speculative activity in the futures
market also may cause temporary price distortions. As a
result, a correct forecast of general market trends may not
result in successful hedging through the use of futures
contracts over the short term. In addition, activities of
large traders in both the futures and securities markets
involving arbitrage and other investment strategies may result
in temporary price distortions.
(3) Positions in futures contracts may be closed out only on an
exchange or board of trade that provides a secondary market
for such futures contracts. Although each Portfolio intends to
purchase and sell futures only on exchanges or boards of trade
where there appears to be an active secondary market, there is
no assurance that a liquid secondary market on an exchange or
board of trade will exist for any particular contract at any
particular time. In such event, it may not be possible to
close a futures position, and in the event of adverse price
movements, a Portfolio would continue to be required to make
variation margin payments.
(4) Like options on securities, options on futures contracts have
limited life. The ability to establish and close out options
on futures will be subject to the development and maintenance
of liquid secondary markets on the relevant exchanges or
boards of trade. There can be no certainty that such markets
for all options on futures contracts will develop.
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(5) Purchasers of options on futures contracts pay a premium in
cash at the time of purchase. This amount and the transaction
costs are all that is at risk. Sellers of options on futures
contracts, however, must post initial margin and are subject
to additional margin calls that could be substantial in the
event of adverse price movements. In addition, although the
maximum amount at risk when the Portfolio purchases an option
is the premium paid for the option and the transaction costs,
there may be circumstances when the purchase of an option on a
futures contract would result in a loss to the Portfolio when
the use of a futures contract would not, such as when there is
no movement in the level of the underlying index value or the
securities or currencies being hedged.
(6) As is the case with options, a Portfolio's activities in the
futures markets may result in a higher portfolio turnover rate
and additional transaction costs in the form of added
brokerage commissions. However, a Portfolio also may save on
commissions by using futures contracts or options thereon as a
hedge rather than buying or selling individual securities in
anticipation of, or as a result of, market movements.
SPECIAL RISKS RELATED TO FOREIGN CURRENCY OPTIONS AND FUTURES CONTRACTS
Options and futures contracts on foreign currencies are affected by all
of those factors that influence foreign exchange rates and investments
generally. The value of a foreign currency option or futures contract depends
upon the value of the underlying currency relative to the U.S. dollar. As a
result, the price of the International Equity Portfolio's position in a foreign
currency option or currency contract may vary with changes in the value of
either or both currencies and may have no relationship to the investment merits
of a foreign security. Because foreign currency transactions occurring in the
interbank market involve substantially larger amounts than those that may be
involved in the use of foreign currency options or futures transactions,
investors may be disadvantaged by having to deal in an odd lot market (generally
consisting of transactions of less than $1 million) at prices that are less
favorable than for round lots.
There is no systematic reporting of last sale information for foreign
currencies or any regulatory requirement that quotations available through
dealers or other market sources be firm or revised on a timely basis. Quotation
information available is generally representative of very large transactions in
the interbank market and thus may not reflect relatively smaller transactions
(that is, less than $1 million) where rates may be less favorable. The interbank
market in foreign currencies is a global, around-the-clock market. To the extent
that the U.S. options or futures markets are closed while the markets for the
underlying currencies remain open, significant price and rate movements may take
place in the underlying markets that cannot be reflected in the options or
futures markets until they reopen.
As with other options and futures positions, the International Equity
Portfolio's ability to establish and close out such positions in foreign
currencies is subject to the maintenance of a liquid secondary market. Trading
of some such positions is relatively new. Although the Portfolio will not
purchase or write such positions unless and until, in WTC's opinion, the market
for them has developed sufficiently to ensure that the risks in connection with
such positions are not greater than the risks in connection with the underlying
currency, there can be no assurance that a liquid secondary market will exist
for a particular option or futures contract at any specific time. Moreover, the
Portfolio will not enter into OTC options that are illiquid if, as a result,
more than 15% of its net assets would be invested in illiquid securities.
Settlement of a foreign currency futures contract must occur within the
country issuing the underlying currency. Thus, the Portfolio must accept or make
delivery of the underlying foreign currency in accordance with any U.S. or
foreign restrictions or regulations regarding the maintenance of foreign banking
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arrangements by U.S. residents, and it may be required to pay any fees, taxes
and charges associated with such delivery that are assessed in the issuing
country.
FORWARD CURRENCY CONTRACTS. The International Equity Portfolio may use forward
currency contracts to protect against uncertainty in the level of future foreign
currency exchange rates.
The Portfolio may enter into forward currency contracts with respect to
specific transactions. For example, when the Portfolio enters into a contract
for the purchase or sale of a security denominated in a foreign currency or
anticipates the receipt in a foreign currency of dividend or interest payments
on a security that it holds or anticipates purchasing, the Portfolio may desire
to "lock in" the U.S. dollar price of the security or the U.S. dollar equivalent
of such payment, as the case may be, by entering into a forward contract for the
sale, for a fixed amount of U.S. dollars, of the amount of foreign currency
involved in the underlying transaction. The Portfolio will thereby be able to
protect itself against a possible loss resulting from an adverse change in the
relationship between the currency exchange rates during the period between the
date on which the security is purchased or sold, or on which the payment is
declared, and the date on which such payments are made or received.
The Portfolio also may hedge by using forward currency contracts in
connection with portfolio positions to lock in the U.S. dollar value of those
positions or to increase its exposure to foreign currencies that WTC or the
sub-advisers believe may rise in value relative to the U.S. dollar. For example,
when WTC or the sub-advisers believe that the currency of a particular foreign
country may suffer a substantial decline relative to the U.S. dollar, it may
enter into a forward contract to sell the amount of the former foreign currency
approximating the value of some or all of the Portfolio's securities holdings
denominated in such foreign currency.
The precise matching of the forward contract amounts and the value of
the securities involved will not generally be possible because the future value
of such securities in foreign currencies will change as a consequence of market
movements in the value of those securities between the date the forward contract
is entered into and the date it matures. Accordingly, it may be necessary for
the Portfolio to purchase additional foreign currency on the spot (that is,
cash) market (and bear the expense of such purchase) if the market value of the
security is less than the amount of foreign currency the Portfolio is obligated
to deliver and if a decision is made to sell the security and make delivery of
the foreign currency. Conversely, it may be necessary to sell on the spot market
some of the foreign currency received upon the sale of the security holding if
the market value of the security exceeds the amount of foreign currency the
Portfolio is obligated to deliver. The projection of short-term currency market
movements is extremely difficult and the successful execution of a short-term
hedging strategy is highly uncertain. Forward contracts involve the risk that
anticipated currency movements will not be accurately predicted, causing the
Portfolio to sustain losses on these contracts and transaction costs. Under
normal circumstances, consideration of the prospect for currency parities will
be incorporated into the longer term investment decisions made with regard to
overall diversification strategies. However, WTC and the sub-advisers believe
that it is important to have the flexibility to enter into such forward
contracts when it determines that the best interests of the Portfolio will be
served.
At or before the maturity date of a forward contract requiring the
Portfolio to sell a currency, the Portfolio may either sell a security holding
and use the sale proceeds to make delivery of the currency or retain the
security and offset its contractual obligation to deliver the currency by
purchasing a second contract pursuant to which the Portfolio will obtain, on the
same maturity date, the same amount of the currency that it is obligated to
deliver. Similarly, the Portfolio may close out a forward contract requiring it
to purchase a specified currency by entering into a second contract entitling it
to sell the same amount of the same currency on the maturity date of the first
contract. The Portfolio would realize a gain or loss as a result of entering
into such an offsetting forward currency contract under either circumstance to
the extent the exchange rate or rates between the currencies involved moved
between the execution dates of the first contract and the offsetting contract.
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The cost to the Portfolio of engaging in forward currency contracts
varies with factors such as the currencies involved, the length of the contract
period and the market conditions then prevailing. Because forward currency
contracts are usually entered into on a principal basis, no fees or commissions
are involved. The use of forward currency contracts does not eliminate
fluctuations in the prices of the underlying securities the Portfolio owns or
intends to acquire, but it does fix a rate of exchange in advance. In addition,
although forward currency contracts limit the risk of loss due to a decline in
the value of the hedged currencies, at the same time they limit any potential
gain that might result should the value of the currencies increase.
Although the Portfolio values its assets daily in terms of U.S.
dollars, it does not intend to convert its holdings of foreign currencies into
U.S. dollars on a daily basis. The Portfolio may convert foreign currency from
time to time, and investors should be aware of the costs of currency conversion.
Although foreign exchange dealers do not charge a fee for conversion, they do
realize a profit based on the difference between the prices at which they are
buying and selling various currencies. Thus, a dealer may offer to sell a
foreign currency to the Portfolio at one rate, while offering a lesser rate of
exchange should the Portfolio desire to resell that currency to the dealer.
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The Financial Statements of the Registrant are incorporated herein by reference
to the Annual Report to Shareholders filed with the Securities and Exchange
Commission on March 4, 1998, Edgar Accession 0000893220-98-000493.
