As filed with the Securities and Exchange Commission on September 23, 1999
Registration No. 33-84762
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM N-14
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
[X] Pre-Effective Amendment No. 1 [ ] Post-Effective Amendment No.___
WT MUTUAL FUND
(Exact Name of Registrant as Specified in Charter)
1100 North Market Street
Wilmington, DE 19890
(Address of Principal Executive Offices)
(800) 254-3948
(Registrant's Area Code and Telephone Number)
Robert J. Christian
Wilmington Trust Company
1100 North Market Street
Wilmington, DE 19890
(Name and Address of Agent for Service)
Copies to:
Joseph V. Del Raso, Esquire
Pepper Hamilton LLP
3000 Two Logan Square
Eighteenth and Arch Streets
Philadelphia, PA 19103-2799
Telephone: (215) 981-4506
Approximate Date of Proposed Public Offering: as soon as
practicable after this Registration Statement becomes effective under the
Securities Act of 1933.
Title of securities being registered: Shares of beneficial
interest, par value $0.01 per share.
No filing fee is required because of reliance on Section 24(f)
under the Investment Company Act of 1940, as amended.
It is proposed that this registration statement shall become
effective on Septewmber 24, 1999 pursuant to Rule 488.
<PAGE>
WT MUTUAL FUND
CONTENTS OF REGISTRATION STATEMENT
This Registration Statement contains the following papers and documents:
Cover Sheet
Contents of Registration Statement
Cross Reference Sheets
Letter to Shareholders
Notice of Special Meeting
Part A - Prospectus/Proxy Statement
Part B - Statement of Additional Information
Financials
Part C - Other Information
Signature Page
Exhibits
<PAGE>
WT MUTUAL FUND
FORM N-14 CROSS REFERENCE SHEET
PART A ITEM NO. PROSPECTUS/PROXY STATEMENT CAPTION
- -------------- ----------------------------------
1. Beginning of Registration Statement and Cover Page
Outside Front Cover Page of Prospectus
2. Beginning and Outside Back Cover Page of Table of Contents
Prospectus
3. Synopsis Information and Risk Factors Summary;
Comparison of
Risk Factors
4. Information About the Transaction Summary;
The Reorganization
Transaction
5. Information About the Registrant Summary;
Comparison of
Risk Factors;
General Information about the
Funds; See also, the
Prospectus and Statement of
Additional Information for WT
Mutual Fund, each dated
October 20, 1998, previously
filed via EDGAR on October 20,
1998
6. Information About the Company Being
Acquired Synopsis;
Comparison of
Risk Factors; General
Information about the
Funds; See also, the
Prospectus and Statement of
Additional Information for The
Rodney Square Strategic Fixed-
Income Fund, each dated
February 28, 1999, previously
filed via EDGAR on March 4,
1999
7. Voting Information Voting Information
8. Interest of Certain Persons and Experts Not Applicable
9. Additional Information Required for Not Applicable
Re-offering by Persons Deemed to be
Underwriters
<PAGE>
PART B ITEM NO. STATEMENT OF ADDITIONAL INFORMATION CAPTION
- -------------- -------------------------------------------
10. Cover Page Cover Page
11. Table of Contents Not Applicable
12. Additional Information See the Statement of
About the Registrant Additional Information of WT
Mutual Fund dated
October 20, 1998 previously
filed via EDGAR on
October 20, 1998.
13. Additional Information See the Statement of
About the Company Being Acquired Additional Information of The
Rodney Square Strategic
Fixed-Income Fund, dated
February 28, 1999, previously
file via EDGAR on
March 4, 1999.
14. Financial Statements See the Annual Report of WT
Mutual Fund for Fiscal Year
Ended June 30, 1999 previously
filed via EDGAR on
September 2, 1999; Annual
Report of WT Investment
Trust I for Fiscal Year Ended
June 30, 1999, previously
filed via EDGAR on
September 2, 1999; and Annual
Report of The Rodney Square
Strategic Fixed-Income Fund
for Fiscal Year Ended
June 30, 1999, previously
filed via EDGAR on
September 8, 1999.
PART C
- ------
Information required to be included in Part C is set forth
under the appropriate item, so numbered, in Part C of this Registration
Statement.
<PAGE>
SHORT/INTERMEDIATE BOND PORTFOLIO
(A series of The Rodney Square Strategic Fixed-Income Fund)
September 24, 1999
Dear Short/Intermediate Bond Portfolio Shareholder:
The attached proxy materials describe a proposal that
Short/Intermediate Bond Portfolio of The Rodney Square Strategic Fixed-Income
Fund ("Short/Intermediate Portfolio") reorganize and become part of WT
Short/Intermediate Bond Portfolio of WT Mutual Fund ("WT Bond Portfolio"). If
the proposal is approved and implemented, each shareholder of Short/Intermediate
Portfolio would automatically become a shareholder of WT Bond Portfolio, which
will be renamed Wilmington Short/Intermediate Bond Portfolio.
WT Bond Portfolio is a "feeder" fund in a "master/feeder" fund
structure, which means that WT Bond Portfolio invests all of its assets in a
master fund that has an identical investment objective and investment strategy.
This arrangement offers the potential for higher asset levels and economies of
scale for your fund that could reduce total operating expenses over time. Taking
into account fee waivers and expense reimbursements by the investment adviser,
WT Bond Portfolio's maximum total operating expenses after the reorganization
will not exceed the current maximum total operating expenses of
Short/Intermediate Portfolio after waivers and reimbursements.
WT BOND PORTFOLIO HAS SUBSTANTIALLY THE SAME INVESTMENT
OBJECTIVE, INVESTMENT STRATEGIES AND INVESTMENT RISKS AS THOSE OF
SHORT/INTERMEDIATE PORTFOLIO, AND THE REORGANIZATION WILL NOT RESULT IN A CHANGE
IN THE INVESTMENT ADVISER MANAGING YOUR FUND. Following the reorganization, you
will have access to substantially identical shareholder servicing arrangements
with WT Bond Portfolio as you currently have with Short/Intermediate Portfolio.
Additionally, the reorganization offers you the opportunity to become part of a
larger and more diverse family of funds. You will be able to exchange your
shares among many of those funds, which may be useful if you wish to change your
asset allocations. The attached proxy materials provide more information about
the proposed reorganization.
THE BOARD OF TRUSTEES UNANIMOUSLY RECOMMENDS THAT YOU VOTE TO
APPROVE THE PROPOSED REORGANIZATION.
Your vote is important no matter how many shares you own.
Voting your shares early will permit Short/Intermediate Portfolio to avoid
costly follow-up mail and telephone solicitations. After reviewing the attached
materials, please complete, date and sign your proxy ballot and mail it in the
enclosed return envelope today.
Very truly yours,
Robert J. Christian
President
The Rodney Square Strategic
Fixed-Income Fund
<PAGE>
WHAT YOU SHOULD KNOW ABOUT THIS PROPOSED FUND MERGER
Wilmington Trust Company ("WTC") and the Board of Trustees of The Rodney Square
Strategic Fixed-Income Fund encourage you to read the enclosed proxy statement
carefully. The following is a brief overview of the key issues.
WHY IS THE FUND HOLDING A SPECIAL SHAREHOLDERS MEETING?
The main reason for the meeting is so that shareholders of Short/Intermediate
Portfolio can decide whether or not to merge their fund into WT Bond Portfolio
(each a "Fund"). If shareholders decide in favor of the proposal, you will
become a holder of Institutional class shares of WT Bond Portfolio.
WHAT ARE THE ADVANTAGES OF MERGING THE FUNDS?
The potential advantages of the reorganization are as follows :
(BULLET) By combining the assets of the Funds, shareholders may enjoy lower
expense ratios over time. Larger funds tend to benefit from economies
of scale not available to funds with smaller assets under management.
Additionally, the master/feeder fund structure of WT Bond Portfolio
provides an opportunity for further operating efficiencies. Management
will seek to attract other institutional investors as feeder funds and
to access additional distribution channels. This could lead to further
reductions in total operating expenses.
(BULLET) These lower costs may lead to stronger performance, since total return
to a fund's shareholders is net of fund expenses.
(BULLET) The reorganization is part of a plan to create a comprehensive family
of funds that will offer a wide variety of investment styles. WTC and
its affiliates are seeking to unify and streamline the operations of a
number of different mutual funds which they advise and to create an
efficient fund distribution system.
The potential benefits and possible disadvantages are explained in more detail
in the enclosed proxy statement.
<PAGE>
HOW ARE THESE TWO FUNDS ALIKE?
The investment goals, principal investment strategies and investment risks of
the Funds are very similar. Both Funds seek high current income from a
diversified portfolio of investment grade debt securities, with a
short-to-intermediate average duration. Each Fund maintains an average
dollar-weighted duration of between 2 1/2 to 4 years. Both Funds are subject to
substantially similar investment limitations. The Funds' investments are
currently managed by WTC, and the Funds employ the same administrator,
independent auditor, legal counsel and transfer agent.
WHAT HAPPENS IF SHAREHOLDERS DECIDE IN FAVOR OF A MERGER?
The effective date of the reorganization would be as of the close of business on
October 29, 1999 or as soon as possible thereafter. Shareholders will receive
full and fractional Institutional class shares of WT Bond Portfolio equal in
value to the shares of Short/Intermediate Portfolio that they owned on the
closing date.
The net asset value per share of WT Bond Portfolio will not be affected by the
transaction. That means the reorganization will not result in a dilution of any
shareholder's interest.
IF THE FUNDS MERGE, WILL THERE BE TAX CONSEQUENCES FOR ME?
The Funds will recieve as a condition of closing, an opinion of tax counsel that
the reorganization will not create taxable income to the Funds. The opinion will
also atate that you will not recognize any gain or loss on your exchange of the
Short/Intermediate Portfolio shares solely for shares in WT Bond Portfolio.
However, you should consult your own tax advisor regarding any possible effect a
reorganization might have on you, given your personal circumstances -
particularly regarding state and local taxes.
WHO WILL PAY FOR THIS REORGANIZATION?
The expenses of the reorganization, including legal expenses, printing,
packaging and postage, plus the costs of any supplementary solicitation, will be
allocated equally between the Funds. However, since WTC currently maintains an
expense cap for each Fund, it is anticipated that WTC will ultimately bear the
costs of the reorganization.
<PAGE>
WHAT DOES SHORT/INTERMEDIATE PORTFOLIO'S BOARD OF TRUSTEES RECOMMEND?
The Board believes you should vote in favor of the reorganization. More
importantly, however, the Trustees recommend that you study the issues involved,
call us with any questions, and vote promptly to ensure that a quorum of
Short/Intermediate Portfolio shares will be represented at the special
shareholders meeting.
WHERE DO I GET MORE INFORMATION ABOUT WT BOND PORTFOLIO?
Please call The Rodney Square Strategic Fixed-Income Fund toll-free at
1-800-336-9970.
<PAGE>
SHORT/INTERMEDIATE BOND PORTFOLIO
(A series of The Rodney Square Strategic Fixed-Income Fund)
-------------------
NOTICE OF
SPECIAL MEETING OF SHAREHOLDERS
OCTOBER 22, 1999
-------------------
To the Shareholders:
A Special Meeting of Shareholders of Short/Intermediate Bond
Portfolio ("Short/Intermediate Portfolio"), a series of The Rodney Square
Strategic Fixed-Income Fund, will be held on October 22, 1999, at 10:30 a.m.,
local time, at the offices of PFPC Inc., 400 Bellevue Parkway, Wilmington, DE
19809 for the following purposes:
1. To approve an Agreement and Plan of Reorganization that
provides for (1) the transfer of all the assets of Short/Intermediate Portfolio
to WT Short/Intermediate Bond Portfolio ("WT Bond Portfolio"), a series of WT
Mutual Fund, solely in exchange for shares of equal value of WT Bond Portfolio;
(2) the distribution of those WT Bond Portfolio shares to the shareholders of
Short/Intermediate Portfolio; (3) the investment of the assets acquired by WT
Bond Portfolio in its master fund, WT Short/Intermediate Bond Series, in
accordance with WT Bond Portfolio's master/feeder fund structure; and (4) the
dissolution of Short/Intermediate Portfolio, all as described in the
accompanying Prospectus/Proxy Statement; and
2. To transact such other business as may properly come before
the Special Meeting or any adjournment thereof.
You are entitled to vote at the Special Meeting and any
adjournment thereof if you owned shares of Short/Intermediate Portfolio at the
close of business on August 24, 1999. If you attend the Special Meeting, you may
vote your shares in person. IF YOU DO NOT EXPECT TO ATTEND THE MEETING, PLEASE
COMPLETE, SIGN, DATE AND RETURN THE ENCLOSED PROXY BALLOT IN THE ENCLOSED
POSTAGE PAID ENVELOPE.
By order of the Board of Trustees,
Gary M. Gardner
Secretary
The Rodney Square Strategic Fixed-Income Fund
<PAGE>
September __, 1999
Wilmington, Delaware
SHORT/INTERMEDIATE BOND PORTFOLIO
(a series of The Rodney Square Strategic Fixed-Income Fund)
WT SHORT/INTERMEDIATE BOND PORTFOLIO
(a series of WT Mutual Fund)
Rodney Square North
1100 North Market Street
Wilmington, DE 19890-0000
(TOLL FREE) 1-800-336-9970
PROSPECTUS AND PROXY STATEMENT
dated September 24, 1999
This combined Prospectus/Proxy Statement ("Proxy Statement")
is being furnished to shareholders of Short/Intermediate Bond Portfolio
("Short/Intermediate Portfolio"), a series of The Rodney Square Strategic
Fixed-Income Fund, in connection with the solicitation of proxies by its Board
of Trustees (the "Board") for use at a Special Meeting of Shareholders to be
held on October 22, 1999, at 10:30 a.m., local time, and at any adjournment of
the meeting, if the meeting is adjourned for any reason. This Proxy Statement
will first be mailed to shareholders on or about September 27, 1999.
The Rodney Square Strategic Fixed-Income Fund is a
diversified, open-end investment company. The Board has called the Special
Meeting to ask shareholders to consider and vote on a proposal for the
reorganization of Short/Intermediate Portfolio (the "Reorganization"). WT
Short/Intermediate Bond Portfolio ("WT Bond Portfolio"), a series of WT Mutual
Fund, a diversified, open-end investment company, would acquire all of the
assets of Short/Intermediate Portfolio solely in exchange for shares of equal
value of WT Bond Portfolio. Through the Reorganization, shareholders of
Short/Intermediate Portfolio would become shareholders of WT Bond Portfolio,
which will be renamed Wilmington Short/Intermediate Bond Portfolio. WT Bond
Portfolio invests its assets entirely in a corresponding master fund, WT
Short/Intermediate Bond Series ("WT Bond Series"), a series of WT Investment
Trust I ("WT Trust"), pursuant to a master/feeder fund structure. As soon as
practicable following the Reorganization, Short/Intermediate Portfolio would be
dissolved.
<PAGE>
This Proxy Statement sets forth concisely the information
about the Reorganization and WT Bond Portfolio that a shareholder should know
before voting on the proposal and should be retained for future reference. A
Statement of Additional Information, dated September 24, 1999, relating to the
Reorganization and incorporating historical financial statements, has been filed
with the Securities and Exchange Commission ("SEC") and is incorporated herein
by reference (that is, the Statement of Additional Information is legally a part
of this Proxy Statement). A Prospectus and a Statement of Additional Information
for WT Mutual Fund, each dated October 20, 1998, and the audited Annual Reports
to shareholders of WT Mutual Fund and WT Trust for the fiscal year ended June
30, 1999, have been filed with the SEC and are incorporated herein by reference.
A Prospectus and Statement of Additional Information for The Rodney Square
Strategic Fixed-Income Fund, each dated February 28, 1999, were previously filed
with the SEC and also are incorporated herein by this reference.
Accompanying this Proxy Statement is a copy of WT Mutual
Fund's most recent Prospectus and Annual Report. Copies of the other referenced
documents, as well as The Rodney Square Strategic Fixed-Income Fund's Annual
Report to shareholders for the fiscal year ended June 30, 1999, may be obtained
without charge, and further inquiries may be made, by writing to PFPC Inc., 400
Bellevue Parkway, Wilmington, Delaware 19809, or by calling toll-free
1-800-336-9970.
The SEC maintains a website (http://www.sec.gov) where you may
access the Statement of Additional Information and other materials incorporated
by reference.
THE SEC HAS NOT APPROVED OR DISAPPROVED THE SHARES OF WT BOND
PORTFOLIO OR DETERMINED WHETHER THIS PROXY STATEMENT IS ACCURATE OR COMPLETE.
ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
<PAGE>
TABLE OF CONTENTS
-----------------
PAGE
----
VOTING INFORMATION ............................................................1
PROPOSAL 1 ....................................................................2
Summary ..............................................................2
Comparative Fee and Expense Information ..............................5
Example of Effect on Fund Expenses ...................................6
General Information about the Funds ..................................7
Investment Adviser and Advisory Agreement ............................7
Comparison of Investment Objectives, Principal
Strategies and Other Policies ........................................8
Operations of WT Bond Portfolio Following the Reorganization ........10
Comparison of Risk Factors ..........................................11
Purchases, Redemptions and Exchanges of Shares ......................14
Dividends and Other Distributions ...................................14
The Reorganization Transaction ......................................15
Objectives of the Reorganization ....................................16
Trustees of WT Mutual Fund ..........................................17
Description of Securities To Be Issued ..............................21
Federal Income Tax Considerations ...................................22
Capitalization ......................................................24
Board Consideration of the Reorganization ...........................24
OTHER MATTERS ................................................................25
SERVICE PROVIDERS ............................................................25
MISCELLANEOUS ................................................................27
Appendix A - Principal Shareholders .........................................A-1
Appendix B - Agreement and Plan of Reorganization ...........................B-1
<PAGE>
1
VOTING INFORMATION
A majority of Short/Intermediate Portfolio's shares
outstanding on August 24, 1999, represented in person or by proxy, shall
constitute a quorum and must be present for the transaction of business at the
Meeting. If a quorum is not present at the Meeting or a quorum is present but
sufficient votes to approve the proposal are not received, the persons named as
proxies may propose one or more adjournments of the Meeting to permit further
solicitation of proxies. Any such adjournment will require the affirmative vote
of a majority of those shares represented at the Meeting in person or by proxy.
The persons named as proxies will vote those proxies authorizing a vote "For"
any proposal in favor of such an adjournment, and they will vote those proxies
authorizing a vote "Against" any proposal against such adjournment.
The following shareholder voting rules apply both to The
Rodney Square Strategic Fixed-Income Fund and WT Mutual Fund. Broker non-votes
are shares held in street name for which the broker indicates that instructions
have not been received from the beneficial owners or other persons entitled to
vote and for which the broker does not have discretionary voting authority.
Abstentions and broker non-votes will be counted as shares present for purposes
of determining whether a quorum is present but will not be voted for or against
any adjournment or proposal. Accordingly, abstentions and broker non-votes
effectively will be a vote against adjournment or against any proposal where the
required vote is a percentage of the shares present or outstanding. Abstentions
and broker non-votes will not be counted, however, as votes cast for purposes of
determining whether sufficient votes have been received to approve any proposal
where the required vote is a percentage of votes cast.
The individuals named as proxies on the enclosed proxy ballot
will vote in accordance with your directions as indicated on the proxy ballot,
if your proxy ballot is received properly executed by you or by your duly
appointed agent or attorney-in-fact. If you sign, date and return the proxy
ballot, but give no voting instructions, your shares will be voted in favor of
approval of a proposal. In addition, if you sign, date and return the proxy
ballot, but give no voting instructions, the duly appointed proxies may, in
their discretion, vote upon such other matters as may come before the Meeting.
The proxy ballot may be revoked by giving another proxy or by letter revoking
the initial proxy. To be effective, revocation must be received by
Short/Intermediate Portfolio prior to the Meeting. You may, if you wish, vote by
ballot at the Meeting, thereby canceling any proxy previously given.
In order to reduce costs, the notices to a shareholder having
more than one account in Short/Intermediate Portfolio listed under the same
Social Security number at a single address have been combined. The proxy ballots
have been coded so that a shareholder's votes will be counted for each such
account.
<PAGE>
2
As of August 24, 1999 ("Record Date"), Short/Intermediate
Portfolio had 6,882,500.17 shares of beneficial interest outstanding, and WT
Bond Portfolio had 6,620,285.83 shares of beneficial interest outstanding. Each
outstanding full share of Short/Intermediate Portfolio is entitled to one vote,
and each outstanding fractional share thereof is entitled to a proportionate
fractional share of one vote.
The solicitation of proxies, the cost of which shall be borne
equally by Short/Intermediate Portfolio and WT Bond Fund, will be made primarily
by mail but also may be made by telephone or oral communications by
representatives of Wilmington Trust Company, the investment adviser, and
Provident Distributors, Inc., the distributor, who will not receive any
compensation for these activities from either Short/Intermediate Portfolio or WT
Bond Portfolio.
Except as set forth in Appendix A, Wilmington Trust Company
does not know of any person who owns beneficially 5% or more of the shares of
either Short/Intermediate Portfolio or WT Bond Portfolio (each a "Fund").
Trustees and officers of The Rodney Square Strategic Fixed-Income Fund own in
the aggregate less than 1% of the shares of Short/Intermediate Portfolio.
Trustees and officers of WT Mutual Fund own in the aggregate less than 1% of the
shares of WT Bond Portfolio.
VOTE REQUIRED. Approval of Proposal 1 requires the affirmative
vote of the holders of a "majority of the outstanding voting securities" of
Short/Intermediate Portfolio, as defined in the Investment Company Act of 1940
(the "1940 Act"), represented at the meeting in person or by proxy ("1940 Act
Majority Vote"). A 1940 Act Majority Vote means the vote of (a) at least 67% of
the shares of a Portfolio present in person or by proxy, if more than 50% of the
shares of the Portfolio are represented at the meeting, or (b) more than 50% of
the outstanding shares of a Portfolio, whichever is less. If Proposal 1 is not
approved by the requisite vote of shareholders of Short/Intermediate Portfolio,
the persons named as proxies may propose one or more adjournments of the Meeting
to permit further solicitation of proxies.
PROPOSAL 1
TO APPROVE AN AGREEMENT AND PLAN OF REORGANIZATION ("REORGANIZATION
PLAN") THAT PROVIDES FOR (1) THE TRANSFER OF ALL THE ASSETS OF
SHORT/INTERMEDIATE PORTFOLIO TO WT BOND PORTFOLIO, SOLELY IN EXCHANGE
FOR SHARES OF EQUAL VALUE OF WT BOND PORTFOLIO; (2) THE DISTRIBUTION OF
THOSE WT BOND PORTFOLIO SHARES TO THE SHAREHOLDERS OF
SHORT/INTERMEDIATE PORTFOLIO; (3) THE INVESTMENT OF THE ASSETS ACQUIRED
IN (1) BY WT BOND PORTFOLIO IN ITS MASTER FUND, WT BOND SERIES, IN
ACCORDANCE WITH WT BOND PORTFOLIO'S MASTER/FEEDER FUND STRUCTURE; AND
(4) THE DISSOLUTION OF SHORT/INTERMEDIATE PORTFOLIO.
<PAGE>
3
SUMMARY
The following is a summary of certain information contained
elsewhere in this Proxy Statement, the Funds' Prospectuses and Statements of
Additional Information (which are incorporated herein by reference), and the
Reorganization Plan (which is attached as Appendix B to this Proxy Statement).
Shareholders should read this Proxy Statement and the accompanying prospectus of
WT Bond Portfolio carefully.
At a meeting held on May 13, 1999, the Board considered and
approved the Reorganization Plan, which provides for the merger of
Short/Intermediate Portfolio into WT Bond Portfolio. WT Bond Portfolio would
acquire all the assets of Short/Intermediate Portfolio in exchange for
Institutional class shares of equal value of WT Bond Portfolio. Then,
Short/Intermediate Portfolio would distribute those shares to its shareholders,
so that each Short/Intermediate Portfolio shareholder receives the number of
full and fractional shares that is equal in aggregate value to the value of the
shareholder's holdings in Short/Intermediate Portfolio as of the day the
Reorganization is completed. Immediately following this exchange, WT Bond
Portfolio would invest all of the assets it acquires from Short/Intermediate
Portfolio in its master fund, WT Bond Series, in accordance with WT Bond
Portfolio's master/feeder structure. Once its assets have been transferred in
this manner, Short/Intermediate Portfolio would be dissolved as soon as
practicable.
Under the WT Bond Portfolio's operating arrangement, which is
known as a "master/feeder" fund structure, the Portfolio (being a "feeder fund")
pursues its existing investment objective through investment in WT Bond Series
(being a "master fund"), rather than through direct investments in portfolio
securities. WT Bond Series, in turn, invests its assets in accordance with the
same objective, policies and limitations as WT Bond Portfolio. Shareholders own
shares of WT Bond Portfolio, and WT Bond Portfolio holds only the shares of WT
Bond Series. It is intended that WT Bond Series will serve as the investment
portfolio for various institutional investors, which may include other
registered mutual funds, private investment companies or other collective
investment vehicles, with the same investment objectives and policies as the
Series. Other mutual funds that may invest in WT Bond Series may have different
expenses and, therefore, different yields/returns than WT Bond Portfolio. The
shares of WT Bond Series are not available for purchase directly by members of
the general public.
Short/Intermediate Portfolio currently offers only one class
of shares. WT Bond Portfolio currently offers K class shares which are not
subject to sales loads, redemption fees or Rule 12b-1 distribution fees. WT Bond
Portfolio, however, will be implementing a new multiple share class structure
beginning on the date of the Reorganization. Pursuant to this multiple class
<PAGE>
4
structure, K class shares would be renamed Institutional class shares, and a new
Investor class of shares will be issued. The difference between these two share
classes will be that Investor shares will be subject to Rule 12b-1 fees which
compensate the Portfolio's distributor for distribution and shareholder
servicing activities. Institutional shares will not be subject to sales charges
or Rule 12b-1 fees and would be available only to limited investors. According
to the Reorganization Plan, Short/Intermediate Portfolio will receive
Institutional shares of WT Bond Portfolio, and its shareholders would therefore
become Institutional class shareholders.
Short/Intermediate Portfolio and WT Bond Portfolio, through
its investment in its master fund, have very similar investment objectives,
principal investment strategies and investment risks. Both Funds' assets are
managed by Wilmington Trust Company ("WTC") which would continue to advise WT
Bond Series after the Reorganization. The principal strategy of each Fund is to
invest in investment grade debt securities with an average dollar-weighted
duration within a range of 2 1/2 to 4 years.
Following the Reorganization, the maximum total operating
expenses of WT Bond Portfolio, after WTC's fee waivers and expense
reimbursements, would be no greater than Short/Intermediate Portfolio's current
maximum total expenses after waivers and reimbursements. Additionally, WT Bond
Portfolio shareholders will have access to substantially identical shareholder
servicing arrangements as are currently provided to Short/Intermediate Portfolio
shareholders.
The principal risks associated with investment in WT Bond Portfolio are as
follows:
(BULLET) The fixed income securities in which WT Bond Portfolio invests through
its master fund are subject to credit risk, prepayment risk, market
risk, liquidity risk and interest rate risk. Typically, when interest
rates rise, the market price of fixed income securities goes down.
(BULLET) WT Bond Portfolio's performance will depend on whether or not WTC is
successful in pursuing its investment strategy.
(BULLET) WT Bond Portfolio's master/feeder structure is relatively new and more
complex. While this structure is designed to reduce fund expenses, it
may not do so, and the Portfolio might encounter operational or other
complications.
Other important facts that you should know about the Reorganization are:
(BULLET) For Federal income tax purposes, the exchange of shares in the
Reorganization is not expected to result in the recognition of gain or
loss by Short/Intermediate Portfolio or its shareholders.
<PAGE>
5
(BULLET) If Proposal 1 is approved by shareholders, the Reorganization is
expected to occur as of the close of business on October 29, 1999, or
at a later date when the Reorganization is approved and all
contingencies have been met ("Closing Date").
(BULLET) Although Short/Intermediate Portfolio shareholders would have no
appraisal rights in connection with the Reorganization, shareholders
may redeem their shares at any time before, during or after the
Reorganization.
(BULLET) Effective November 1, 1999, the name of WT Bond Portfolio will be
changed to Wilmington Short/Intermediate Bond Portfolio and the name of
WT Bond Series will be changed to Short/Intermediate Bond Series.
For the reasons set forth herein under "Board Consideration of
the Reorganization," the Board, including the Trustees who are not "interested
persons," as that term is defined in the 1940 Act, of The Rodney Square
Strategic Fixed-Income Fund or WTC ("Independent Trustees"), has determined that
the Reorganization is in the best interests of Short/Intermediate Portfolio,
that the terms are fair and reasonable and that the interests of shareholders
will not be diluted as a result of the Reorganization. Accordingly, the Board
recommends approval of the transaction. Additionally, the Board of Trustees of
WT Mutual Fund has determined that the terms of the Reorganization are in the
best interests of WT Bond Portfolio, that the terms of the Reorganization are
fair and reasonable and that the interests of WT Bond Portfolio's shareholders
will not be diluted as a result of the Reorganization.
COMPARATIVE FEE AND EXPENSE INFORMATION
As shown in the following tables, a shareholder pays no fees
to purchase Institutional shares of the WT Bond Portfolio, to exchange those
shares for Institutional shares of another Portfolio of WT Mutual Fund, or to
sell shares. Institutional shares are not subject to Rule 12b-1 distribution
fees. The only costs a shareholder pays are annual fund operating expenses that
are deducted from fund assets. The current fees and expenses incurred for the
fiscal year ended June 30, 1999 by WT Bond Portfolio and by Short/Intermediate
Portfolio and pro forma fees for WT Bond Portfolio after the Reorganization are
as follows.
SHAREHOLDER FEES (fees paid directly from your investment)
<TABLE>
<CAPTION>
WT Bond Short/Intermediate Combined
Portfolio Portfolio Portfolio
<S> <C> <C> <C>
Sales charge (load) on purchases of shares None None None
</TABLE>
<PAGE>
6
<TABLE>
<S> <C> <C> <C>
Sales charge (load) on reinvested dividends None None None
Redemption fee or deferred sales charges (load) None None None
</TABLE>
<PAGE>
7
ANNUAL FUND OPERATING EXPENSES (expenses that are deducted from Fund assets)*
<TABLE>
<CAPTION>
Combined
Portfolio
Short/ Institutional
WT Bond Portfolio Intermediate Shares
K Class Shares Portfolio (Pro Forma)
<S> <C> <C> <C>
Management Fees 0.40% 0.35% 0.35%
Distribution (12b-1) Fees None None None
Other Expenses 0.32% 0.32% 0.25%
TOTAL ANNUAL OPERATING EXPENSES 0.72% 0.67% 0.60%
Waivers/Reimbursements 0.22% 0.12% 0.05%
Net Expenses 0.50%(1) 0.55%(2) 0.55%(3)
</TABLE>
*For WT Bond Portfolio and the Combined Portfolio, the table above and the
Example below each reflect the aggregate annual operating expenses of the
Portfolio and its master fund, WT Bond Series.
(1) Currently, WTC has agreed to waive its advisory fee and/or assume WT
Bond Portfolio's expenses in order to limit the Portfolio's total
annual operating expenses to 0.50% of the Portfolio's average net
assets.
(2) Currently, WTC has agreed to waive its advisory fee and/or assume
Short/Intermediate Portfolio's expenses in order to limit the
Portfolio's total annual operating expenses to 0.55% of the Portfolio's
average net assets.
(3) Effective November 1, 1999, WTC has agreed to waive a portion of its
advisory fee and/or reimburse expenses to the extent total annual
operating expenses exceed 0.55% of the Portfolio's average net assets
for the WT Bond Portfolio Institutional class shares. This waiver will
remain in place until WT Mutual Fund's Board of Trustees approves its
termination.
<PAGE>
8
EXAMPLE OF EFFECT ON FUND EXPENSES
This Example is intended to help you compare the cost of
investing in Short/Intermediate Portfolio with the cost of investing in WT Bond
Portfolio and the cost of investing in WT Bond Portfolio assuming the
Reorganization has been completed.
The Example assumes that you invest $10,000 in the specified
Fund for the time periods indicated and then redeem all of your shares at the
end of those periods. The Example also assumes that your investment has a 5%
return each year, that all dividends and other distributions are reinvested and
that the Fund's operating expenses remain the same. Although your actual costs
may be higher or lower, based on these assumptions, your costs would be:
ONE THREE FIVE TEN
YEAR YEARS YEARS YEARS
WT Bond Portfolio $74 $230 $401 $894
Short/Intermediate Portfolio $68 $214 $373 $835
Combined Fund $61 $192 $335 $750
(Pro Forma)
GENERAL INFORMATION ABOUT THE FUNDS
WT Bond Portfolio is a series of WT Mutual Fund, an open-end,
diversified management investment company organized as a Delaware business trust
on April 2, 1993. Until October 20, 1998, WT Mutual Fund was named Kiewit Mutual
Fund and WT Bond Portfolio was named Kiewit Intermediate-Term Bond Portfolio. WT
Bond Portfolio commenced operations on December 6, 1994. Further information
about WT Bond Portfolio is contained in WT Mutual Fund's Prospectus dated
October 20, 1998, a copy of which accompanies this Proxy Statement.
Short/Intermediate Portfolio is a series of The Rodney Square Strategic
Fixed-Income Fund, an open-end, diversified management investment company
organized as a Massachusetts business trust on May 7, 1986. Further information
about Short/Intermediate Portfolio is contained in its Prospectus dated February
28, 1998 which is available, without charge, upon request. Both Funds are
registered under the 1940 Act.
INVESTMENT ADVISER AND ADVISORY AGREEMENT
Short/Intermediate Portfolio and WT Bond Series each employ
WTC as their investment adviser. In this capacity, WTC supervises all aspects of
their investment operations and makes and implements all of their investment
decisions.
<PAGE>
9
WTC is currently paid a monthly investment advisory fee, which
is based upon a percentage of each Fund's average daily net assets. The advisory
fee is computed (1) by Short/Intermediate Portfolio, at the annual rate of 0.35%
of the Fund's average net assets; and (2) by WT Bond Series, at the annual rate
of 0.40% of the Fund's average net assets. Based on WT Bond Series' average net
assets of $63,612,128 for the year ended June 30, 1999, WTC received investment
advisory fees in the amount of $81,636 from WT Bond Series.
AFTER THE REORGANIZATION, THE RATE OF ADVISORY FEE TO BE PAID
BY WT BOND SERIES UNDER ITS ADVISORY CONTRACT WITH WTC WILL NOT EXCEED THE RATE
PAYABLE BY SHORT/INTERMEDIATE PORTFOLIO UNDER ITS CURRENT ADVISORY CONTRACT. The
proposed investment advisory agreement on behalf of WT Bond Series after the
Reorganization provides for the Series to pay WTC an annual advisory fee,
payable monthly, in the amount of 0.35% of the Series' first $1 billion of
average daily net assets; 0.30% of the Series' next $1 billion of average daily
net assets; and 0.25% of the Series' average daily net assets in excess of $2
billion. Other than the differences in compensation and effective dates, the
terms of the proposed investment advisory agreement for WT Bond Series are not
materially different from the terms of Short/Intermediate Portfolio's current
advisory agreement.
Eric K. Cheung, Vice President and Manager of the Fixed Income
Management Division, and Clayton M. Albright, III, Vice President of the Fixed
Income Management Division of the Asset Management Department of WTC, are
primarily responsible for the day-to-day management of WT Bond Series. From 1978
until 1986, Mr. Cheung was the Portfolio Manager for fixed income assets of the
Meritor Financial Group. In 1986, Mr. Cheung joined WTC. In 1991, he became the
Division Manager for all fixed income products. Mr. Albright has been employed
at WTC since 1976. In 1987, he joined the Fixed Income Management Division and
since then has specialized in the management of intermediate and long-term fixed
income portfolios.
<PAGE>
10
COMPARISON OF INVESTMENT OBJECTIVES, PRINCIPAL STRATEGIES AND OTHER POLICIES
INVESTMENT OBJECTIVES. WT Bond Portfolio currently seeks to
provide investors with a high level of current income consistent with reasonable
risk. Short/Intermediate Portfolio seeks high total return, consistent with high
current income by investing principally in various types of investment grade
fixed income securities. Although already similar in substance, WT Bond
Portfolio's statement of its investment objective will be changed effective
November 1, 1999 to be exactly identical to Short/Intermediate Portfolio's
statement of investment objective. Since WT Bond Portfolio's existing investment
objective may be changed by the Board of Trustees without shareholder approval,
this action was taken at a Board of Trustees meeting on August 12, 1999.
Effective November 1, 1999, WT Bond Portfolio's investment objective will become
a fundamental policy of the Fund that could only be changed with the approval of
shareholders. There can be no assurance that either Fund will achieve its
investment objective.
PRINCIPAL INVESTMENT STRATEGIES. WT Bond Portfolio seeks to
achieve its objective by investing all of its total assets in WT Bond Series,
which, in turn, invests in a diversified portfolio of the following investment
grade debt securities: U.S. Treasury and U.S. Government agency securities,
mortgage-backed securities, asset-backed securities and corporate bonds. WT Bond
Series also may invest in repurchase agreements collateralized by U.S. Treasury
and U.S. Government agency securities and other short-term debt securities.
Under normal market conditions, the average dollar-weighted duration of
securities held by WT Bond Series will fall within a range of 2 1/2 to 4 years.
Short/Intermediate Portfolio invests at least 85% of its total
assets in various types of investment grade fixed income securities. The
Portfolio will, as a matter of fundamental policy, maintain a
short-to-intermediate average duration (2 1/2 to 4 years), and the average
dollar-weighted duration of securities held by the Short/Intermediate Portfolio
will normally fall within a range of 2 1/2 to 4 years.
Effective November 1, 1999, WT Bond Series' investment
strategies will be exactly identical to Short/Intermediate Portfolio's existing
strategies. Accordingly, beginning on that date, WT Bond Series would invest at
least 85% of its total assets in the same investment grade fixed income
securities in which Short/Intermediate Portfolio invests, and will, as a
fundamental policy, maintain an average duration of 2 1/2 to 4 years. The Boards
of Trustees of WT Bond Series and WT Bond Portfolio approved the Series'
principal investment strategies at a meeting held on August 12, 1999. Therefore,
after the Reorganization, your fund would be managed exactly as it is currently
managed.
<PAGE>
11
OTHER POLICIES OF THE FUNDS. Short/Intermediate Portfolio may
invest up to 10% of its total assets in securities of foreign issuers. WT Bond
Series currently does not invest in foreign securities. However, at a meeting
held on August 12, 1999, the Board of Trustees of WT Bond Series authorized the
Series to invest up to 10% of its assets in securities of foreign issuers
effective November 1, 1999. Therefore the Funds' policies with respect to
foreign holdings will be identical.
Each Fund may purchase securities on a when-issued or delayed
delivery basis -- that is, with settlement taking place up to 90 days in the
future. Each Fund is authorized to lend up to 33 1/3% of the total value of its
portfolio securities to qualified brokers, dealers, banks or other financial
institutions that WTC deems qualified.
Each Fund may hold up to 15% of its net assets in illiquid
securities, and each Fund is authorized to invest in restricted securities that
may be sold only to institutional investors. Each Fund is authorized to invest
in zero-coupon securities. The Funds also are permitted to enter into repurchase
agreements with commercial banks, registered broker-dealers, and registered U.S.
government securities dealers that are deemed creditworthy by the Funds' Boards
of Trustees.
Short/Intermediate Portfolio invests only in securities that
are rated, at the time of purchase, in the top four categories by a rating
agency such as Moody's Investor Service, Inc. or Standard & Poor's. If the
securities are not rated, then WTC must determine that they are of comparable
quality. Similarly, WT Bond Series may invest only in securities that are rated
investment grade by a nationally recognized statistical ratings organization
("NRSRO"). Effective November 1, 1999, the Series will maintain the same credit
quality standards as Short/Intermediate Portfolio's current standards.
Each Fund's investment portfolio is actively traded --
securities may be bought and sold relatively quickly during certain market or
economic conditions. The Funds' portfolio turnover rates generally range between
40% to 80%, but may exceed 200%, resulting in acceleration of capital gains,
which are taxable when distributed to shareholders.
When WTC believes market or economic conditions are adverse,
the average dollar-weighted duration of either Fund may fall within a broader
range. Under those conditions, each Fund may invest in fixed income securities
with an average dollar-weighted duration of 1 to 6 years.
Each Fund may borrow money for temporary or emergency
purposes; although neither Short/Intermediate Portfolio or WT Bond Series may
borrow in excess of 33 1/3% of net assets.
<PAGE>
12
The fundamental investment restrictions for WT Bond Portfolio
effective November 1, 1999 would be materially the same as the current
restrictions of Short/Intermediate Portfolio except for the following
difference. WT Bond Portfolio's limitations contain an exception permitting the
Portfolio to invest all of its assets directly in another mutual fund such as WT
Bond Series pursuant to the Portfolio's master/feeder fund structure. By
approving the Reorganization Plan, you would be authorizing the inclusion of
this exception in your fund's fundamental investment restrictions, which will be
stated as follows:
"THE INVESTMENT LIMITATIONS DESCRIBED ABOVE DO NOT PROHIBIT A
PORTFOLIO FROM INVESTING ALL OR SUBSTANTIALLY ALL OF ITS
ASSETS IN THE SHARES OF ANOTHER REGISTERED OPEN-END INVESTMENT
COMPANY SUCH AS THE CORRESPONDING SERIES OF WT INVESTMENT
TRUST I."
OPERATIONS OF WT BOND PORTFOLIO FOLLOWING THE REORGANIZATION
As indicated above, the investment objectives and policies of
WT Bond Portfolio and its master fund after the Reorganization will be identical
to those of Short/Intermediate Portfolio. All of the assets held by
Short/Intermediate Portfolio will be consistent with the investment policies of
WT Bond Series and thus can be transferred to and held by WT Bond Series if the
Reorganization is approved. If, however, Short/Intermediate Portfolio has any
assets that may not be held by WT Bond Series, those assets will be sold prior
to the Reorganization. The possible need for Short/Intermediate Portfolio to
dispose of assets prior to the Reorganization could result in selling investment
securities at a disadvantageous time, which may result in Short/Intermediate
Portfolio realizing losses that would not otherwise have been realized.
Alternatively, these sales could result in Short/Intermediate Portfolio
realizing gains that would not otherwise have been realized, the net proceeds of
which would be included in a distribution to its shareholders prior to the
Reorganization.
Not only does the same investment adviser currently serve both
Short/Intermediate Portfolio and WT Bond Series, but also the following service
providers presently are engaged by both Funds, and they would continue to serve
WT Bond Portfolio and/or WT Bond Series in the capacities indicated below.
Distributor: Provident Distributors, Inc.
Administrator: PFPC Inc.
Accounting Agent: PFPC Inc.
<PAGE>
13
Independent Auditors Ernst & Young LLP
Legal Counsel: Pepper Hamilton LLP
Transfer Agent: PFPC Inc.
The custodian for Short/Intermediate Portfolio is WTC, and
PFPC Trust Company serves as the Portfolio's sub-custodian. Currently, PFPC
Trust Company serves as the custodian for WT Bond Portfolio and WT Bond Series.
However, effective as of the Closing Date, WTC will become the custodian, and
PFPC Trust Company will become sub-custodian, of WT Bond Portfolio and WT Bond
Series. Consequently, there will be no change in your fund's custodian resulting
from the reorganization.
COMPARISON OF RISK FACTORS
WT BOND PORTFOLIO:
An investment in WT Bond Portfolio is subject to specific
risks arising from the types of securities in which its master fund invests and
general risks arising from investing in any mutual fund. The specific risks
associated with investing in WT Bond Portfolio include:
DEBT SECURITIES RISK. WT Bond Portfolio's investments in debt
securities generally are subject to both credit risk and market risk. Credit
risk relates to the ability of the issuer to meet interest or principal
payments, or both, as they come due. Market risk relates to the fact that the
market values of debt securities generally will be affected by changes in
interest rates. An increase in interest rates typically causes a decline in the
market values of debt securities, whereas a decrease in interest rates will tend
to increase their market values. Debt securities with longer maturities are more
sensitive to interest rate movements.
RISK OF LOWER RATED BONDS. WT Bond Portfolio may invest in
issues rated by an NRSRO in the lowest category of bonds rated investment grade.
These include issues which may have some speculative characteristics.
DELAYED DELIVERY OR WHEN-ISSUED SECURITIES. WT Bond Portfolio
may invest in when-issued or delayed delivery securities, that is, with
settlement taking place up to 90 days in the future. The payment obligation and
the interest rate received on the securities generally are fixed at the time the
Fund enters into the commitment. Between the date of purchase and the settlement
date, the market value of the securities may vary, and no interest is payable to
the Fund prior to settlement.
<PAGE>
14
REPURCHASE AGREEMENTS. WT Bond Portfolio may invest money, for
as short a time as overnight, using repurchase agreements ("repos"). With a
repo, the Fund buys a debt instrument, agreeing simultaneously to sell it back
to the prior owner at an agreed-upon price and date. The Fund could incur costs
or delays in seeking to sell the security if the prior owner defaults on its
repurchase obligation. To reduce that risk, the securities that are the subject
of the repurchase agreement will be maintained with the Fund's custodian in an
amount at least equal to the repurchase price under the agreement (including
accrued interest). These agreements are entered into only with member banks of
the Federal Reserve System, registered brokers and dealers, and registered U.S.
government securities dealers that are deemed creditworthy under standards set
by the Fund's Board.
ASSET BACKED SECURITIES. The asset-backed securities in which
WT Bond Portfolio may invest carry a risk that they may be paid off and the
proceeds invested earlier than anticipated. Depending on market conditions, the
new investments may or may not carry the same interest rate.
MASTER/FEEDER RISK . There are certain potential risks related
to WT Bond Portfolio's master/feeder structure to which Short/Intermediate
Portfolio is not subject. For example, large-scale redemptions by other
investors of their interests in WT Bond Series could have adverse effects on WT
Bond Portfolio, such as requiring the liquidation of a significant portion of
the master fund's holdings at a time when it could be disadvantageous to do so.
Moreover, the complexity of the master/feeder structure could result in
accounting or other operational difficulties. Or, other shareholders of WT Bond
Series may have a greater ownership interest in the master fund than WT Bond
Portfolio's interest and, therefore, could have effective voting control over
the operation of the master fund.
In the event that WT Bond Portfolio is required to redeem its
interests in WT Bond Series for any reason (for instance, because its
shareholders did not approve changes in the WT Bond Portfolio's investment
policies parallel to changes approved for the master fund by a majority of its
interest holders), WT Bond Portfolio's Board of Trustees might attempt to find
an appropriate substitute investment vehicle in which to invest WT Bond
Portfolio's assets. The Board's inability to find a suitable substitute
investment vehicle could have a significant effect on the WT Bond Portfolio's
shareholders.
WT Bond Portfolio may cease investing in WT Bond Series only
if its Board of Trustees were to determine that such action is in the best
interests of the Portfolio and its shareholders. In that event, the Board of
Trustees would consider alternative arrangements, including investing all of WT
Bond Portfolio's assets in another investment company with substantially the
same investment objective, policies and restrictions as the Portfolio.
<PAGE>
15
TURNOVER RATE. WT Bond Series' investment portfolio is
actively traded. There are no fixed limitations regarding portfolio turnover;
securities may be sold without regard to the time they have been held when
investment considerations warrant such action. The Series' portfolio turnover
rate may be higher than that of many other mutual funds, sometimes exceeding
200%. This turnover may result in acceleration of capital gains, which are
taxable when distributed to shareholders.
YEAR 2000 READINESS RISK. Like other organizations around the
world, WT Bond Portfolio could be adversely affected if the computer systems
used by its various service providers (or the market in general) do not properly
operate after January 1, 2000. The Portfolio is taking steps to address the Year
2000 issue with respect to the computer systems that it relies on. There can be
no assurance, however, that these steps will be sufficient to avoid a temporary
service disruption or any adverse impact on the Portfolio.
Additionally, if a company in which WT Bond Series is invested
is adversely affected by Year 2000 problems, it is likely that the price of that
company's securities will also be adversely affected. A decrease in one or more
or the Series' holdings may have a similar impact on the price of the Series'
shares. WTC will rely on public filings and other statements made by companies
about their Year 2000 readiness. Issuers in countries outside the U.S. present a
greater Year 2000 readiness risk because they may not be required to make the
same level of disclosure about Year 2000 readiness as is required in the U.S.
WTC is not able to audit any company and its major suppliers to verify their
Year 2000 readiness.
SHORT/INTERMEDIATE PORTFOLIO
- ----------------------------
As previously discussed, the investment objectives and
policies of WT Bond Portfolio after the Reorganization will be substantially
identical to the current objective and policies of Short/Intermediate Portfolio.
Short/Intermediate Portfolio is presently subject to all of the risks discussed
above for WT Bond Portfolio, except for master/feeder risk.
FOREIGN SECURITIES. Short/Intermediate Bond Portfolio may
invest up to 10% of its assets in foreign securities. In order to conform the
Funds' investment policies, the Boards of WT Trust and WT Mutual Funds' have
approved a policy permitting the investment of up to 10% of the WT Bond
Portfolio and WT Bond Series' assets in foreign securities that will become
effective on November 1, 1999. Investments in foreign securities are influenced
not only by the returns on the foreign investments themselves, but also by
currency fluctuations. In addition, there is generally less publicly available
information, reports and ratings about foreign companies and other foreign
issuers than that which is available about companies and issuers in the United
States. Foreign issuers are also generally subject to fewer uniform accounting,
auditing and financial reporting standards, practices and requirements as
compared to those
<PAGE>
16
applicable to U.S. issuers. WT Bond Series' adviser normally will purchase
foreign securities in over-the-counter markets or on foreign exchanges, which
are generally not as developed or efficient as those in the United States and
are subject to less government supervision and regulation. Moreover, with
respect to certain foreign countries, there is the possibility of adverse
changes in investment or exchange control regulations, expropriation or
confiscatory taxation, limitations on the removal of funds or other assets of a
fund, political or social instability, or diplomatic developments that could
affect U.S. investments in those countries. Investments in American Depository
Receipts ("ADRs") are subject to some of the same risks as direct investments in
foreign securities, including the risk that material information about the
issuer may not be disclosed in the United States and the risk that currency
fluctuations may adversely affect the value of the ADR.
See the discussions of investment policies and risk factors in
the Prospectuses of WT Bond Portfolio and Short/Intermediate Portfolio for more
information concerning investment risks.
PURCHASES, REDEMPTIONS AND EXCHANGES OF SHARES
Following the Reorganization, as a WT Bond Portfolio
shareholder, you will enjoy the same transaction and shareholder servicing
arrangements as you currently have as a Short/Intermediate Portfolio
shareholder. In addition you will have a greater number of funds in the WT
Mutual Fund group in which you can invest, including by exchange of your shares.
PURCHASES. Shares of Short/Intermediate Portfolio and, after
the Closing Date, WT Bond Portfolio may be purchased by wire, telephone or mail
purchase. The shares of each Fund are sold on a continuous basis at the net
asset value ("NAV") per share next calculated after receipt of a purchase order
in good form. The NAV per share for each Fund is computed separately and is
determined once each day that the New York Stock Exchange is open ("Business
Day"), as of the close of regular trading, but may also be computed at other
times. For a more complete discussion of share purchases, see "Purchase of
Shares" in Short/Intermediate Portfolio's Prospectus.
REDEMPTIONS. Shares of Short/Intermediate Portfolio and WT
Bond Fund may be redeemed by telephone, by mail, by exchange or by payment to a
third party. Such redemptions are made at the NAV per share next determined
after a request in proper form is received at the Fund's office. Normally,
payments of redemption proceeds will be mailed within seven days following
receipt of the required documents. For a more complete discussion of share
redemption procedures, see "Redemption of Shares" in Short/Intermediate
Portfolio's Prospectus.
<PAGE>
17
Short/Intermediate Portfolio shares will no longer be
available for purchase beginning on the next Business Day following the Closing
Date. Redemptions of Short/Intermediate Portfolio's shares may be effected until
the Closing Date.
EXCHANGES. Shares of each Fund are exchangeable for shares of
other funds in the same fund family, on the basis of their respective NAVs at
the time of the exchange. After the Reorganization, shares of WT Bond Portfolio
will be exchangeable for shares of the same class of a wide variety of funds in
the newly restructured Wilmington fund family. For a more complete discussion of
the Funds' exchange policies, see "Exchange of Shares" in either Fund's
Prospectus.
DIVIDENDS AND OTHER DISTRIBUTIONS
Each Fund earns investment income in the form of interest and
dividends on investments. Dividends paid by each Fund are based solely on its
investment income. Each Fund's policy is to distribute substantially all of its
investment income, less expenses, to shareholders. Short/Intermediate Portfolio
declares dividends from net investment income daily and dividends are paid
monthly at the discretion of the Board. Dividends are automatically reinvested
in additional shares of a Fund at the net asset value on the ex-dividend date
unless otherwise requested. WT Bond Portfolio currently declares and pays
dividends from net investment income monthly. Effective November 1, 1999, WT
Bond Portfolio will declare dividends from net investment income daily and pay
dividends monthly. Therefore, there should be no change in your fund's dividend
policies resulting from the Reorganization.
Each Fund also realizes capital gains and losses when it sells
securities or derivatives for more or less than it paid. If total gains on these
sales exceed total losses (including losses carried forward from previous
years), a Fund has capital gain net income. Net realized capital gains, if any,
together with net gains realized on certain foreign currency transactions, if
any, are distributed to shareholders at least annually, usually in December.
Capital gains distributions are automatically reinvested in shares of the
respective Fund at the NAV on the ex-dividend date unless otherwise requested.
Dividends and other distributions are paid to holders of shares on the record
date of distribution regardless of how long a Fund's shares have been held by
the shareholder.
On or before the Closing Date, Short/Intermediate Portfolio
will declare as a distribution substantially all of its net investment income
and realized net capital gain, if any, and distribute that amount plus any
previously declared but unpaid dividends, in order to maintain its tax status as
a regulated investment company.
<PAGE>
18
THE REORGANIZATION TRANSACTION
The terms and conditions under which the proposed transaction
will be consummated are set forth in the Reorganization Plan. Significant
provisions of the Reorganization Plan are summarized below; however, this
summary is qualified in its entirety by reference to the Reorganization Plan,
which is attached as Appendix B to this Proxy Statement.
The Reorganization Plan provides for (a) the acquisition by WT
Bond Portfolio on the Closing Date of all of the assets of Short/Intermediate
Portfolio solely in exchange for Institutional class shares of equal value of WT
Bond Portfolio and (b) the distribution of those WT Bond Portfolio shares to the
shareholders of Short/Intermediate Portfolio. The assets of Short/Intermediate
Portfolio to be acquired by WT Bond Portfolio include all cash, cash
equivalents, securities, receivables, claims and rights of action, rights to
register shares under applicable securities laws, books and records, deferred
and prepaid expenses shown as assets on Short/Intermediate Portfolio's books and
all other property owned by Short/Intermediate Portfolio. Short/Intermediate
Portfolio will use its best efforts to discharge all of its known debts,
liabilities, obligations and duties before the Closing Date. WT Bond Portfolio
will issue its shares to the account of Short/Intermediate Portfolio, which then
will distribute those shares to the accounts of Short/Intermediate Portfolio's
shareholders.
The value of Short/Intermediate Portfolio's assets to be
acquired by WT Bond Portfolio and the NAV per share of the shares of WT Bond
Portfolio to be exchanged for those assets will be determined as of the close of
regular trading on the New York Stock Exchange on the business day immediately
preceding the Closing Date ("Valuation Time"), using the valuation procedures
described in each Fund's then-current Prospectus and Statement of Additional
Information. Short/Intermediate Portfolio's net value shall be the value of its
assets to be acquired by WT Bond Portfolio, less the amount of
Short/Intermediate Portfolio's liabilities, as of the Valuation Time.
<PAGE>
19
On, or as soon as practicable after, the Closing Date,
Short/Intermediate Portfolio will distribute the WT Short/Intermediate Portfolio
shares it receives pro rata to its shareholders of record as of the effective
time of the Reorganization, so that each shareholder will receive a number of
full and fractional WT Bond Portfolio shares equal in aggregate value to the
shareholder's holdings in Short/Intermediate Portfolio. Short/Intermediate
Portfolio will be terminated as soon as practicable thereafter. The shares will
be distributed by opening accounts on the books of WT Bond Portfolio in the
names of Short/Intermediate Portfolio shareholders and by transferring to those
accounts the shares previously credited to the account of Short/Intermediate
Portfolio on those books. Fractional shares in WT Bond Portfolio will be rounded
to the third decimal place.
Because WT Bond Portfolio shares will be issued at NAV in
exchange for the net assets of Short/Intermediate Portfolio, the aggregate value
of WT Bond Portfolio shares issued to Short/Intermediate Portfolio shareholders
will equal the aggregate value of Short/Intermediate Bond shares. The NAV per
share of WT Bond Portfolio will be unchanged by the transaction. Thus, the
Reorganization will not result in a dilution of any shareholder's interest.
Any transfer taxes payable upon issuance of WT Bond Portfolio
shares in a name other than that of the registered Short/Intermediate Portfolio
shareholder will be paid by the person to whom those shares are to be issued as
a condition of such transfer. Any reporting responsibility of Short/Intermediate
Portfolio to a public authority will continue to be its responsibility until it
is dissolved.
The costs of the Reorganization, including professional fees
and the cost of soliciting proxies for the Meeting, consisting principally of
printing and mailing expenses, together with the cost of any supplementary
solicitation, will be allocated equally between WT Bond Portfolio and
Short/Intermediate Portfolio. However, since WTC currently maintains an expense
cap for each Fund, it is anticipated that WTC will ultimately bear the costs of
the Reorganization.
Consummation of the Reorganization is subject to a number of
conditions set forth in the Reorganization Plan, some of which may be waived by
either Fund. In addition, the Reorganization Plan may be amended in any mutually
agreeable manner, except that no amendment may be made subsequent to the Meeting
that has a material adverse effect on the interests of Short/Intermediate
Portfolio's shareholders.
<PAGE>
20
OBJECTIVES OF THE REORGANIZATION
The Reorganization has been proposed by the Board of Trustees
of Short/Intermediate Portfolio for the following reasons:
(BULLET) The Reorganization is part of WTC's initiative to create a
comprehensive family of mutual funds that will offer a wide variety of
investment styles. WTC and its affiliates are seeking to unify and
streamline the operations of a number of mutual funds which they advise
and to create an efficient fund distribution system. The Reorganization
offers you the opportunity to become part of a larger and more diverse
family of mutual funds, and you will be able to exchange your shares
among many of these different funds.
(BULLET) By combining the Funds, the assets of the surviving fund would
increase, which will lead to certain operating efficiencies. Funds with
more assets tend to enjoy economies of scale not available to funds
with less assets. Additionally, the master/feeder structure provides an
opportunity for management to attract other institutional investors as
feeder funds and to access additional distribution channels to reach
other investors who may not otherwise have invested in
Short/Intermediate Portfolio. This may lead to reductions in your
fund's total operating expenses.
(BULLET) Lower fund operating costs may lead to stronger performance, since
total return to a fund's shareholders is net of fund expenses.
TRUSTEES OF WT MUTUAL FUND
Under Delaware law, the Board of Trustees of WT Mutual Fund is
responsible for establishing fund policies and for overseeing the management of
the fund. The Board also elects the officers who conduct the daily business of
WT Mutual Fund. The current Trustees and officers of WT Mutual Fund are set
forth below. Mr. Quindlen, a trustee of The Rodney Square Strategic Fixed-Income
Fund, was appointed to WT Mutual Fund's Board at a meeting held on August 12,
1999, to replace Lawrence B. Thomas whose resignation was accepted on that date.
WT Mutual Fund will be holding a shareholder meeting in October 1999 to vote on
the proposed election of five nominees to the Board of Trustees. It is
anticipated that as of the Closing Date, the Board of Trustees will consist of
the following 8 individuals, six of whom shall be independent Trustees: Eric
Brucker, John J. Quindlen, Louis Klein Jr., Clement C. Moore, II, William P.
Richards, Robert H. Arnold, Nicholas A. Giordano and Robert J. Christian.
<PAGE>
21
The current Trustees and executive officers of WT Mutual Fund
are as follows:
<TABLE>
<CAPTION>
PRINCIPAL WT FUND
OCCUPATION SHARES OWNED
POSITION OR BENEFICIALLY
NAME AND AGE POSITION SINCE EMPLOYMENT 8/24/99
------------ -------- ----- ---------- ----------------
<S> <C> <C> <C> <C>
Robert H. Arnold Trustee 1997 Since 1989, Co-Manager of 0
55 years old R.H. Arnold & Co., Inc.,
an investment banking
company
John J. Quindlen Trustee 1999 Retired. Senior Vice 0
67 years old President-Finance of E.I.
du Pont de Nemours and
Company, Inc. (diversified
chemicals) from 1984 to
November 1993. Chief
Financial Officer of E.I.
du Pont de nemours and
Company, inc. from 1984 to
June 1993. Presently, a
director of St. Joe Paper
Co., Trustee of Kalmar
Pooled Investment Trust
and Trustee of the funds
in the Rodney Square Group.
Nicholas A. Giordano Trustee 1998 Financial Services 0
56 years old Consultant 1997 to the
present; Interim
President of Lasalle
University from July 1,
1998 to June 30, 1999;
President and Chief
Executive Officer of the
Philadelphia Stock
Exchange from 1981 through
August 1997
</TABLE>
<PAGE>
22
<TABLE>
<S> <C> <C> <C> <C>
*Robert J. Christian Trustee and 1998 Chief Investment Officer 0
50 years old President of WTC and Director of Rodney
Square Management Corporation
since February 1996. Chairman
and Director of PNC Equity
Advisors Company and
President and Chief
Investment Officer of PNC
Asset Management Group,
Inc.from 1994-1996; Chief
Investment Officer of PNC
Bank from 1992- 1996.
*Eric K. Cheung Vice President 1998 Since 1991, Division 0
43 years old Manager for all fixed
income products at
Wilmington Trust Company.
*Pat Colletti Treasurer 1999 Vice President and 0
41 years old Director of Investment
Accounting and
Administration of PFPC
Inc. Since April 1999.
Controller for the
Reserve Funds from 1986 to
1999.
*Gary M. Gardner Secretary 1999 Senior Vice President of 0
48 years old PFPC Inc. Since January
1994.
</TABLE>
* Interested Person of the Fund as Defined in Section 2(a)(19) of the 1940 Act.
<PAGE>
23
The following persons have been nominated for election to the Board of Trustees
of WT Mutual Fund:
<TABLE>
<CAPTION>
WT FUND
SHARES OWNED
BENEFICIALLY
NAME AND AGE PRINCIPAL OCCUPATION FOR PAST 5 YEARS 8/24/99
------------ ------------------------------------- ---------------
<S> <C> <C>
Eric Brucker Dean of the College of Business, Public Policy and 0
58 years old Health at the University of Maine since September
1998. Dean of the School of Management at the
University of Michigan from June 1992 to September
1998. Professor of Economics, Trenton State College
from September 1989 to June 1992. Vice President
for Academic Affairs, Trenton State College from
September 1989 to June 1991. Dean of College of
Business and Economics and Chairman of various
committees at the University of Delaware from 1976
to September 1989. Trustee of the Funds in the
Rodney Square Group of Funds.
John J. Quindlen See above description. 0
67 years old
Louis Klein Jr. Self employed financial consultant from 1991 to the 0
63 years old present. has held the positions of Trustee, Manville
Personal Injury Settlement Trust; Director, Riverwood
International Corporation; and Director, Manville
Corporation since 1991. Trustee of the CRM Funds.
Clement C. Moore, II Managing Partner, Mariemont Holdings, LLC, a 0
55 years old commercial real estate holding and development
company from 1980 to present. Trustee of the CRM
Funds.
William P. Richards* Managing Director - Client Service and Portfolio 0
62 years old Communication, Roxbury Capital Management since 1998.
Formerly Senior Vice President and Partner, Van
Deventer & Hoch, an investment management firm.
<FN>
* Interested Person of the Fund as defined in Section 2(A)(19) OF the 1940 Act.
</FN>
</TABLE>
<PAGE>
The following chart provides certain information for the
fiscal year ended June 30, 1999 about the fees paid by WT Mutual Fund and WT
Trust to the Trustees:
<TABLE>
<CAPTION>
COMPENSATION TABLE
- -----------------------------------------------------------------------------------------------------------------
(1) (2) (3) (4) (5)
TOTAL
PENSION OR COMPENSATION
AGGREGATE RETIREMENT FROM WT
OMPENSATION BENEFITS ACCRUED ESTIMATED ANNUAL FUND COMPLEX
NAME OF FROM WT AS PART OF FUND BENEFITS UPON PAID TO
PERSON & POSITION MUTUAL FUND EXPENSES RETIREMENT TRUSTEE
----------------- ------------ ---------------- ---------------- -----------------
<S> <C> <C> <C> <C>
Robert H. Arnold $7,318 0 0 $14,637
Trustee
Lawrence B. Thomas $7,318 0 0 $14,637
Trustee
Nicholas A. Giordano $7,318 0 0 $14,637
Trustee
Robert J. Christian 0 0 0 0
President and
Trustee
</TABLE>
DESCRIPTION OF SECURITIES TO BE ISSUED
WT Mutual Fund is registered with the SEC as an open-end
management investment company. Shares of WT Bond Portfolio entitle their holders
to one vote per full share and fractional votes for fractional shares held.
Effective November 1, 1999, WT Bond Portfolio will issue Investor class shares
and Institutional class shares. The difference between these two share classes
is that Investor Shares will be subject to Rule 12b-1 fees which compensate the
Portfolio's distributor for distribution and shareholder servicing activities.
Institutional shares will not be subject to Rule 12b-1 fees and are restricted
to certain investors. According to the Reorganization Plan, Short/Intermediate
Portfolio would receive Institutional shares of WT Bond Portfolio on the Closing
Date; therefore, its shareholders would become Institutional class shareholders.
Such shareholders would not pay Rule 12b-1 fees and would be able to purchase or
redeem Institutional class shares without a sales charge.
Both WT Mutual Fund and WT Investment Trust I are business
trusts established under the Delaware Business Trust Act. The Rodney Square
Strategic Fixed-Income Fund is a business trust formed under the Massachusetts
statute governing business trusts. The Delaware Act provides a more
comprehensive statutory framework for the governance of business trusts than the
Massachusetts statute.
<PAGE>
25
Trusts formed under either statute can issue multiple classes
or series of shares and have an unlimited number of authorized shares. Both
forms of business trust permit such matters as election or removal of Trustees,
shareholder voting rights, shareholder meetings and quorum requirements to be
governed by a trust agreement. Also, both Delaware and Massachusetts business
trusts are permitted to grant broad powers to the Trustees, including the
authority to amend the trust agreement without shareholder approval. Generally,
the responsibilities, powers and fiduciary duties of trustees of Massachusetts
business trusts and Delaware business trusts are substantially the same.
However, the Delaware Act, as opposed to the Massachusetts
statute, expressly states that the debts, liabilities or obligations incurred by
a particular series of a multiple series business trust registered under the
1940 Act are enforceable only against the assets of such series so long as
certain minor conditions are met. This means that none of the other series
(portfolios) in a multiple series mutual fund like WT Mutual Fund may be charged
with the liabilities of another series (portfolio). Moreover, the Delaware Act
expressly states that the shareholders of a business trust shall be entitled to
the same limitation of personal liability extended to stockholders of
corporations. Lastly, the Delaware Act provides that a trustee (when acting as
such) shall not be personally liable to any person other than the business trust
or a beneficial owner for any act, omission, or obligation of the business trust
or any trustee thereof, unlike the Massachusetts statute.
Other than terms affected by the statutory differences between
Massachusetts and Delaware business trusts described in the preceding
paragraphs, the terms of the trust agreements of WT Mutual Fund and The Rodney
Square Strategic Fixed-Income Fund are not materially different.
WT Bond Portfolio does not hold annual meetings of
shareholders. There normally will be no meetings of shareholders for the purpose
of electing Trustees unless fewer 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. The Trustees
will call annual or special meetings of shareholders for action by shareholder
vote as may be required by the 1940 Act or WT Mutual Fund's trust agreement, or
at their discretion.
Whenever WT Bond Portfolio, as a shareholder of its master
fund, is requested to vote on any matter submitted to the shareholders of the
master fund, the Portfolio will hold a meeting of its shareholders to consider
such matters. WT Bond Portfolio will cast its votes in proportion to the votes
received from its shareholders. Shares for which WT Bond Portfolio receives no
voting instructions will be treated as having been voted in the same proportion
as the votes received from WT Bond Portfolio shareholders.
<PAGE>
26
FEDERAL INCOME TAX CONSIDERATIONS
The following is a general summary of the material Federal
income tax consequences of the Reorganization and is based upon the current
provisions of the Internal Revenue Code of 1986, as amended (the"Code"), the
existing Treasury regulations thereunder, current administrative rulings of the
Internal Revenue Service ("IRS") and judicial decisions, all of which are
subject to change. It is limited to shareholders who are individuals who hold
the Short/Intermediate Portfolio shares and who will hold WT Fund shares, as
capital assets, and does not apply to shareholders who hold the stock as part of
a hedge, straddle or other financial investments, or who are subject to special
tax rules, such as dealers or traders in securities. The principal Federal
income tax consequences that are expected to result from Reorganization, under
currently applicable law are as follows:
(1) WT Bond Portfolio's acquisition of Short/Intermediate
Portfolio's assets in exchange solely for WT Bond Portfolio
shares, followed by Short/Intermediate Portfolio's
distribution of those shares pro rata to its shareholders in
exchange for their Short/Intermediate Portfolio shares, will
constitute a "reorganization" within the meaning of section
368(a) of the code;
(2) Short/Intermediate Portfolio will recognize no gain or loss on
the transfer to WT Bond Portfolio of its assets in exchange
solely for WT Bond Portfolio Institutional class shares and
the assumption by the WT Bond Portfolio of any stated
liabilities of the Short/intermediate Portfolio;
(3) No gain or loss will be recognized by WT Bond Portfolio or the
WT Bond Series or its receipt of the WT Bond Portfolio's
assets in exchange for the WT Master Shares and the assumption
by the WT Bond Series of the WT Bond Portfolio's
liabilities;
(4) WT Bond Series' tax basis for the transferred assets will
be the same as the basis thereof in Short/Intermediate
Portfolio's hands immediately before the Reorganization, and
WT Bond Series' holding period for those assets will
include Short/Intermediate Portfolio's and WT Bond Portfolio's
holding period therefor;
(5) A Short/Intermediate Portfolio shareholder will recognize no
gain or loss on the constructive exchange of all its
Short/Intermediate Portfolio shares solely for WT Bond
Portfolio shares pursuant to the Reorganization; and
<PAGE>
27
(6) No gain or loss will be recogized to the shareholders' on the
exchange of their Short/Intermediate Portfolio shares solely
for shares in WT Bond Portfolio.
(7) A Short/Intermediate Portfolio shareholder's aggregate tax
basis for the WT Bond Portfolio shares to be received by it in
the Reorganization will be the same as the aggregate basis for
its Short/Intermediate Portfolio shares to be constructively
surrendered in exchange for those WT Bond Portfolio shares,
and its holding period for those WT Bond Portfolio shares will
include its holding period for those Short/Intermediate
Portfolio shares, provided they are held as capital assets by
the shareholder on the Closing Date.
The consummation of the Reorganization is subject to the
receipt of a favorable tax opinion from Pepper Hamilton LLP as to these tax
consequences of the Reorganization. The opinion will be based on current law,
normal and customary assumptions and representations to be made by the Funds.
Shareholders of Short/Intermediate Portfolio should consult
their tax advisers regarding the effect, if any, of the Reorganization in light
of their individual circumstances. Because the foregoing discussion only relates
to federal income tax consequences of the Reorganization, those shareholders
also should consult their tax advisers about state and local tax consequences,
if any, of the Reorganization.
CAPITALIZATION
The following table shows the capitalization of each Fund as
of June 30, 1999, and on a pro forma combined basis (unaudited) as of June 30,
1999, giving effect to the Reorganization:
<TABLE>
<CAPTION>
WT Bond Portfolio Short/Intermediate Combined Portfolio
Portfolio Pro Forma #1
--------------------- -------------------------- -------------------
<S> <C> <C> <C>
Net Assets $64,887,353 $89,382,500 $154,269,853
Net Asset Value Per Share $9.85 $12.85 $9.85
Shares Outstanding 6,587,413 6,955,099 15,661,778
</TABLE>
- --------------------------
<PAGE>
1 Full pro forma financial statements are included in the Statement of
Additional Information to this Proxy Statement.
BOARD CONSIDERATION OF THE REORGANIZATION
At a meeting held on May 13, 1999, the Board, including a
majority of the Independent Trustees, determined that the Reorganization is in
the best interests of Short/Intermediate Portfolio, that the terms of the
Reorganization are fair and reasonable and that the interests of the Portfolio's
shareholders will not be diluted as a result of the Reorganization.
In approving the Reorganization, the Board, including a
majority of the Independent Trustees, considered a number of factors, including
the following:
(1) the similarity of the Funds' investment objectives,
strategies, risks and restrictions;
(2) that the maximum total operating expenses of WT Bond
Portfolio, after waivers and reimbursements by WTC,
will not exceed the current maximum total operating
expenses of Short/Intermediate Portfolio taking into
account WTC's waivers and reimbursements;
(3) the costs to be incurred by each Fund as a result of
the Reorganization;
(4) the anticipated tax-free nature of the
Reorganization; and
(5) the potential benefits of the Reorganization to
shareholders, as described above under "Objectives of
the Reorganization."
THE BOARD OF TRUSTEES UNANIMOUSLY RECOMMENDS THAT SHAREHOLDERS VOTE "FOR"
PROPOSAL 1.
OTHER MATTERS
The Board knows of no other business to be brought before the
Meeting. If, however, any other matters properly come before the Meeting, it is
the intention that proxies that do not contain specific instructions to the
contrary will be voted on such matters in accordance with the judgment of the
persons designated in the proxies.
<PAGE>
29
SERVICE PROVIDERS
WTC, located at 1100 North Market Street, Wilmington,
Delaware 19890, serves as investment adviser to both Short/Intermediate
Portfolio and WT Bond Series. WTC is engaged in a variety of investment advisory
activities including the management of collective investment pools and has
nearly a century of experience managing the personal investments of high
net-worth individuals. WTC presently manages over $7 billion in fixed income
assets and approximately $15.6 billion in equity assets for clients.
WTC is a state-chartered bank organized as a Delaware
corporation in 1903. WTC is wholly-owned by Wilmington Trust Corporation, a
publicly-held bank holding company. Ted T. Cecala is the principal executive
officer of WTC. The name and principal occupation of each director
of WTC as of September 1, 1999 were as follows:
NAME OF DIRECTOR OCCUPATION
Ted T. Cecala Chief Executive Officer and Chairman
of the Board of Wilmington Trust
Corporation
Andrew B. Kirkpatrick Counsel to the law firm of Morris,
Nichols, Arsht and Tunnell
David P. Roselle President of the University of
Delaware
Mary Jornlin-Theisen Civic leader
Charles S. Crompton, Jr. Partner of the law firm of Potter,
Anderson & Corroon
Edward B. du Pont Private investor
Stacey J. Mobley Senior Vice President, external
affairs, E.I. Du Pont de Nemours and
Company
Carolyn S. Burger Principal of CB Associates, Inc., a
consulting firm
Robert V. A. Harra, Jr. President, Chief Operating Officer and
Treasurer of Wilmington Trust
Leonard W. Quill Retired
Richard R. Collins Chairman of Collins, Inc., a
consulting firm
Hugh E. Miller Retired
Thomas P. Sweeney Partner in the law firm of Richards,
Layton & Finger, P.A.
<PAGE>
30
H. Stewart Dunn, Jr. Partner in the law firm of Ivins,
Phillips & Barker
R. Keith Elliot Chairman of the Board and Chief
Executive Officer of Hercules
Incorporated
Walter D. Mertz Retired Senior Vice President of
Wilmington Trust Corporation and WTC;
Associate Director
G. Burton Pearson Retired Senior Vice President of
Wilmington Trust Corporation and WTC;
Associate Director
Rex L. Mears President of Ray S. Mears and Sons,
Inc.
Robert W. Tunnell, Jr. Managing Partner of Tunnell Companies,
L.P.
H. Rodney Sharp, III Retired
The address of each of the foregoing directors is 1100 North
Market Street, Wilmington, Delaware 19890.
Pursuant to separate Administrative Services Agreements
between PFPC Inc. and WT Mutual Fund and between PFPC and The Rodney Square
Strategic Fixed-Income Fund, PFPC provides administrative services to both
Funds, including accounting and recordkeeping services and functions. PFPC is
located at 400 Bellevue Parkway, Wilmington, Delaware 19809.
Shares of both Funds are distributed by Provident
Distributors, Inc., located at Four Falls Corporate Center, 6th Floor, West
Conshohocken, PA 19428.
MISCELLANEOUS
AVAILABLE INFORMATION. Each Fund is subject to the information requirements of
the Securities Exchange Act of 1934 and the 1940 Act and in accordance therewith
files reports, proxy material and other information with the SEC. These reports,
proxy material and other information can be inspected and copied at the Public
Reference Room maintained by the SEC at 450 Fifth Street, N.W., Washington, D.C.
20549, the Midwest Regional office of the SEC, Northwest Atrium Center, 500 West
Madison Street, Suite 400, Chicago, Illinois 60611, and the Northeast Regional
Office of the SEC, Seven World Trade Center, Suite 1300, New York, New York
10048. Copies of such material can also be obtained from the Public Reference
Branch, Office of Consumer Affairs and Information Services, Securities and
Exchange Commission, Washington, D.C. 20459 at prescribed rates.
<PAGE>
31
LEGAL MATTERS Certain legal matters in connection with the issuance of WT Bond
Portfolio shares as part of the Reorganization will be passed upon by WT Mutual
Fund's counsel, Pepper Hamilton LLP.
EXPERTS The audited financial statements of WT Bond Portfolio and
Short/Intermediate Portfolio for the fiscal year ended June 30, 1999,
incorporated herein by reference and incorporated by reference in their
respective Statements of Additional Information, have been audited by Ernst &
Young LLP, auditors for the Funds. The financial statements have been
incorporated herein by reference in reliance on their reports given upon their
authority as experts in auditing and accounting matters.
The annual financial statements of WT Bond Portfolio for the fiscal periods
ended June 30, 1998, 1997, 1996 and 1995 were audited by the Portfolio's
previous independent accountants.
APPENDIX A
PRINCIPAL SHAREHOLDERS
The following table sets forth the ownership of each Fund's
outstanding equity securities as of August 24, 1999 by each owner of 5% or more
of a Fund's outstanding equity securities.
AMOUNT
OF
OWNERSHIP NAME AND ADDRESS PERCENTAGE
--------- ---------------- ----------
Short/Intermediate 382,227.26 National Financial Service 5.55
Portfolio Corporation (record owner)
One World Financial Center
Church Street Station
P.O. Box 3908
New York, NY 10008-3908
802,251.95 Wilmington Trust Company 11.66
FBO University of Delaware
P.O. Box 8882
Wilmington, DE 19899-8882
1,717,316.92 Wilmington Trust Company 24.95
Trustee
FBO Wilmington Trust
Company Pension Fund
P.O. Box 8882
Wilmington, DE 19899-8882
499,293.89 Wilmington Trust Company 7.26
FBO Dart Contributory
Pension Plan
P.O. Box 8882
Wilmington, DE 19899-8882
WT Bond Portfolio 2,236,353.98 Northern Trust Company 33.78
Trustee for Continental
Kiewit Inc. Pension Plan
P.O. Box 92956
Chicago, IL 60675-2956
2,555,417.81 Decker Coal Reclamation 38.60
One Thousand Kiewit Plaza
Omaha, NE 68131
476,121.19 Wilmington Trust Company 7.19
Trustee for Black Butte Coal
Company Pension Plan
1100 N. Market St.
Wilmington, DE 19890
436,989.33 Wilmington Trust Company 6.60
Trustee for Kiewit
Construction Corp.
Retirement Savings Plan
1100 N. Market St.
Wilmington, DE 19890
472,068.56 Wilmington Trust Company 7.13
Trustee for Decker Coal
Company Pension Plan
1100 N. Market St.
Wilmington, DE 19890
<PAGE>
B-1
APPENDIX B
AGREEMENT AND PLAN OF REORGANIZATION
THIS AGREEMENT AND PLAN OF REORGANIZATION (the "Agreement") is
made as of the __ day of September, 1999, by and among (i) The Rodney Square
Strategic Fixed Income Fund, a Massachusetts business trust ("RSFI"), on behalf
of its Short/Intermediate Bond Portfolio (the "Acquired Fund"), (ii) WT
Investment Trust I, a Delaware business trust ("WT Trust"), on behalf of its WT
Short/Intermediate Bond Series (the "WT Master Series") and (iii) WT Mutual
Fund, a Delaware business trust, on behalf of its series of shares, WT
Short/Intermediate Bond Portfolio (the "WT Feeder Portfolio").
This Agreement is intended to be and is adopted as a plan of
reorganization within the meaning of Section 368(a)(1) of the Internal Revenue
Code of 1986, as amended (the "Code"), pursuant to which the Acquired Fund will
be combined with the WT Feeder Portfolio (the "Reorganization"). The
Reorganization will consist of (i) the transfer of substantially all of the
assets of the Acquired Fund to the WT Feeder Portfolio solely in exchange for
shares of beneficial interest of the WT Feeder Portfolio, (ii) the distribution
of such Institutional class shares of WT Feeder Portfolio to the holders of
shares of the Acquired Fund in liquidation of the Acquired Fund and (iii) the
transfer by the WT Feeder Portfolio of the assets referenced in clause (i) above
to WT Master Series solely in exchange for shares of beneficial interest of WT
Master Series, on the terms and conditions hereinafter set forth. For
convenience, the Institutional class shares of WT Feeder Portfolio to be issued
in exchange for the assets of the Acquired Fund are referred to hereinafter as
the "WT Feeder Shares," and the shares of WT Master Series to be issued in
exchange for the shares of WT Feeder Portfolio are referred to hereinafter as
the "WT Master Shares."
In consideration of the premises and of the covenants and
agreements hereinafter set forth, the parties hereto covenant and agree as
follows:
<PAGE>
B-2
1. TRANSFER OF THE ACQUIRED FUND'S ASSETS AND LIQUIDATION OF THE ACQUIRED FUND.
1.1. On the closing date for the Reorganization (the "Closing Date"), the
Acquired Fund shall transfer substantially all of its property and assets
(consisting, without limitation, of portfolio securities and instruments,
dividends and interest receivables, claims, cash, cash equivalents, books and
records, and other assets), as set forth in the statement of assets and
liabilities referred to in Section 8.2 hereof (the "Statement of Assets and
Liabilities"), to WT Feeder Portfolio free and clear of all liens, encumbrances,
and claims, except for (i) any unamortized or deferred fees or expenses, prepaid
expenses or goodwill shown as assets on the Acquired Fund's books, and (ii) cash
or bank deposits in an amount necessary: (A) to discharge all of the unpaid
liabilities reflected on its books and records at the Closing Date, including
any amounts due to holders of shares of the Acquired Fund for unpaid dividends
or otherwise; and (B) to pay such contingent liabilities, if any, as the Board
of Trustees of the Acquired Fund shall reasonably deem to exist against the
Acquired Fund at the Closing Date, for which contingent and other appropriate
liability reserves shall be established on the Acquired Fund's books. Any
unspent portion of such cash or bank deposits retained shall be delivered by the
Acquired Fund to WT Feeder Portfolio upon the satisfaction of all of the
foregoing liabilities, costs, and expenses of the Acquired Fund. (The property
and assets to be transferred by the Acquired Fund to WT Feeder Portfolio under
this Agreement are referred to herein as the "Acquired Fund Net Assets"). In
exchange for the transfer of the Acquired Fund Net Assets, WT Feeder Portfolio
shall deliver to the Acquired Fund on the Closing Date WT Feeder Shares having
an aggregate net asset value equal to the value of the Acquired Fund Net Assets,
all determined as provided in Section 3 of this Agreement and as of the date and
time specified therein. Such transactions shall take place on the Closing Date
at the time of the closing provided for in Section 4.1 of this Agreement (the
"Closing Time"). WT Feeder Portfolio shall not assume any liability of the
Acquired Fund and the Acquired Fund shall use its reasonable best efforts to
discharge all of its known liabilities, so far as may be possible, from the cash
and bank deposits described above. After the Closing Date, as defined in Section
4.1 hereof, recourse for the liabilities and expenses of the Acquired Fund shall
be limited to the cash or bank deposits retained to satisfy such liabilities,
costs and expenses, as provided for above in this Section 1.1.
1.2. On the Closing Date, the Acquired Fund shall liquidate and distribute pro
rata to its shareholders of record at the close of business on the Valuation
Date (as defined in Section 3.1 below) (the "Acquired Fund Shareholders") the WT
Feeder Shares received by the Acquired Fund pursuant to Section 1.1 hereof. Such
liquidation and distribution shall be accomplished by PFPC Inc. ("PFPC"), in its
capacity as transfer agent for WT Feeder Portfolio, by opening accounts on the
share records of WT Feeder Portfolio in the names of the Acquired Fund
Shareholders and transferring to each such Acquired Fund Shareholder account the
pro rata number of the WT Feeder Shares due each such Acquired Fund Shareholder
from the WT Feeder
<PAGE>
B-3
Shares then credited to the account of the Acquired Fund on the WT Feeder
Portfolio's books and records. WT Feeder Portfolio shall not issue certificates
representing WT Feeder Shares in connection with such distribution. In addition,
each Acquired Fund Shareholder shall have the right to receive any dividends or
other distributions that were declared prior to the Closing Date, but unpaid at
that time, with respect to the shares of beneficial interest in the Acquired
Fund (the "Acquired Fund Shares") that are held by such Acquired Fund
Shareholders on the Closing Date.
1.3. Any transfer taxes payable upon issuance of WT Feeder Shares in a name
other than that of an Acquired Fund Shareholder on the books of the Acquired
Fund shall, as a condition of such issuance and transfer, be paid by the person
to whom such WT Feeder Shares are to be issued and transferred.
1.4. As soon as practicable following the Closing Date, the Acquired Fund shall
take all steps necessary to terminate its existence, including (a) the payment
or other satisfaction of the Acquired Fund's remaining outstanding liabilities,
costs and expenses, from the cash and bank deposits retained for that purpose
pursuant to Section 1.1 hereof and (b) the dissolution of the Acquired Fund as a
series of RSFI.
2. TRANSFER OF ACQUIRED FUND NET ASSETS FROM FEEDER PORTFOLIO TO MASTER SERIES
2.1. As soon as practicable following the asset transfer pursuant to Section 1.1
hereof, WT Feeder Portfolio will assign, deliver and otherwise transfer all of
the Acquired Fund Net Assets to WT Master Series in exchange for WT Master
Shares having an aggregate net asset value equal to the value of the Acquired
Fund Net Assets, determined as provided in Section 3 of this Agreement and as of
the date and time specified therein. The WT Feeder Portfolio operates in a
master/feeder fund arrangement with WT Master Series which shall continue after
the Closing Date. Under this arrangement, WT Feeder Portfolio, as a feeder fund,
invests substantially all of its assets in shares issued by WT Master Series,
the master fund, which conducts portfolio investment operations.
<PAGE>
B-4
3. VALUATION
3.1. The net asset values of the WT Master Shares and the WT Feeder Shares and
the value of the Acquired Fund Net Assets shall in each case be determined as of
the close of regular trading on the New York Stock Exchange ("NYSE") on the
business day immediately preceding the Closing Date (the "Valuation Date")
unless on such date (a) the NYSE is not open for unrestricted trading, or (b)
the reporting of trading on the NYSE or elsewhere is disrupted or (c) any other
extraordinary financial event or market condition occurs which affects or may
affect the Acquired Fund, WT Feeder Portfolio or WT Master Series (all such
events described in (a), (b) and (c) are each referred to as a "Market
Disruption"). The net asset value per share of the WT Feeder Portfolio and WT
Master Series shall be computed in accordance with the policies and procedures
set forth in the then current Prospectus and Statement of Additional Information
of WT Mutual Fund and WT Trust, respectively, and shall be computed to not fewer
than two (2) decimal places. The value of the Acquired Fund Net Assets shall be
computed in accordance with the policies and procedures set forth in the then
current Prospectus and Statement of Additional Information of RSFI.
3.2. In the event of a Market Disruption on the proposed Valuation Date so that
accurate appraisal of the net asset value of the WT Master Shares and WT Feeder
Shares or the value of the Acquired Fund Net Assets is impracticable, the
Closing Date shall be postponed until the first business day following the first
business day during which regular trading on the NYSE shall have been fully
resumed and reporting shall have been restored and other effects of the Market
Disruption are otherwise stabilized.
3.3. The number of WT Feeder Shares to be issued (including fractional shares,
if any) in exchange for the Acquired Fund Net Assets pursuant to Section 1.1 and
the number of WT Master Shares to be issued pursuant to Section 2.1 each shall
be determined by dividing the value of the Acquired Fund Net Assets by the
respective net asset values per share of WT Mutual Fund and WT Trust, both as
determined in accordance with Section 3.1 hereof.
3.4. Computations of the net asset value of the WT Master Shares
and WT Feeder Shares and the value of the Acquired Fund Net Assets shall be made
by agreement of RSFI, WT Trust and WT Mutual Fund. The parties agree to use
commercially reasonable efforts to resolve any material pricing differences
between the prices of portfolio securities determined in accordance with their
respective pricing policies and procedures.
<PAGE>
B-5
4. CLOSING AND CLOSING DATE
4.1. The Closing Date shall be as of the close of business on October 29, 1999
or such earlier or later date as the parties may agree. The Closing Time shall
be at 8:00 A.M., Eastern time. The Closing shall be held at the offices of
Wilmington Trust Company located at 1100 North Market Sreet, Wilmington, DE
19890, or at such other time and/or place as the parties may agree. For purposes
of this Agreement, the term "Closing" shall mean the transfer of the Acquired
Fund Net Assets against the delivery of WT Feeder Shares as described in
Sections 1.1.
4.2. At least five (5) business days prior to the Closing Date, the Acquired
Fund shall provide WT Feeder Portfolio with a list of its assets, including all
of its portfolio securities, and a list of its outstanding liabilities, costs
and expenses. No later than five (5) business days prior to the Closing Date,
the custodian of the WT Feeder Portfolio shall be given access to any portfolio
securities of the Acquired Fund not held in book entry form for the purpose of
examination. Such portfolio securities (together with any cash or other assets)
shall be delivered by the Acquired Fund to such custodian for the account of the
WT Feeder Portfolio on the Closing Date, in accordance with applicable custody
provisions under the Investment Company Act of 1940, (the "1940 Act"), and duly
endorsed in proper form for transfer in such condition as to constitute good
delivery thereof. Such portfolio securities shall be accompanied by any
necessary federal and state stock transfer stamps or a check for the appropriate
purchase price of such stamps. The cash delivered shall be in any form as is
reasonably directed by WT Feeder Portfolio or its custodian. Portfolio
securities held of record by the Acquired Fund in book entry form shall be
transferred to the WT Feeder Portfolio by an appropriate officer of RSFI
instructing its custodian to deliver such portfolio securities to the custodian
of WT Mutual Fund for the account of the WT Feeder Portfolio and by the
custodian of RSFI executing such instructions through an appropriate clearing
agency or as the parties may otherwise agree.
4.3. If any of the Acquired Fund Net Assets, for any reason, are not transferred
on the Closing Date, the Acquired Fund shall cause them to be transferred to the
WT Feeder Portfolio in accordance with this Agreement at the earliest
practicable date thereafter.
4.4. PFPC, in its capacity as transfer agent for the Acquired Fund, shall
deliver to WT Feeder Portfolio prior to the Closing Time a list of the names,
addresses, federal taxpayer identification numbers and backup withholding and
nonresident alien withholding status of the Acquired Fund Shareholders and the
number and aggregate net asset value of outstanding Acquired Fund Shares, owned
by each such Acquired Fund Shareholder, all as of the close of regular trading
on the NYSE on the Valuation Date, certified by an appropriate officer of PFPC
(the "Shareholder List"). WT Mutual Fund shall cause PFPC, in its capacity as
transfer agent for the WT Feeder Portfolio, to issue and deliver to the Acquired
Fund a confirmation evidencing the
<PAGE>
B-6
WT Feeder Shares to be credited to the Acquired Fund and to each of the Acquired
Fund Shareholders on the Closing Date, or provide evidence satisfactory to the
Acquired Fund that such WT Feeder Shares have been credited to the Acquired Fund
and to each Acquired Fund Shareholder's account on the books of the WT Feeder
Portfolio.
4.5 At the Closing, each party shall deliver to the other party such bills of
sale, checks, assignments, certificates, receipts or other documents as the
other party or its counsel may reasonably request.
5. REPRESENTATIONS AND WARRANTIES OF RSFI AND THE ACQUIRED FUND
RSFI, on behalf of the Acquired Fund, represents and warrants to WT Mutual
Fund and WT Trust, as follows:
5.1. RSFI is a business trust duly organized, validly existing, and in good
standing under the laws of the Commonwealth of Massachusetts and has the power
to own all of its properties and assets and, subject to approval of the
shareholders of the Acquired Fund, to perform its obligations under this
Agreement and to consummate the transactions contemplated herein. RSFI is not
required to qualify to do business in any jurisdiction in which it is not so
qualified or where failure to qualify would subject it to any material liability
or disability. RSFI has all necessary federal, state and local authorizations,
consents, and approvals required to own all of its properties and assets and to
carry on its business as now being conducted and to consummate the transactions
contemplated herein.
5.2. RSFI is a registered investment company classified as a management company
of the open-end, diversified type and its registration with the Securities and
Exchange Commission ("SEC") as an investment company under the 1940 Act is in
full force and effect. The Acquired Fund Shares which have been or are being
offered for sale have been duly registered under the Securities Act of 1933, as
amended (the "1933 Act") and have been duly registered, qualified or are exempt
from registration or qualification under the securities laws of each state or
other jurisdiction in which such shares have been or are being offered for sale,
and no action has been taken by the Acquired Fund to revoke or rescind any such
registration or qualification. The Acquired Fund is in compliance in all
material respects with all applicable laws, rules and regulations, including,
without limitation, the 1940 Act, the 1933 Act, the Securities Exchange Act of
1934 (the "1934 Act") and all applicable state securities laws. RSFI is in
compliance in all material respects with the applicable investment policies and
restrictions set forth in RSFI's registration statement currently in effect. The
value of the net assets of the Acquired Fund is determined using portfolio
valuation methods that comply in all material respects with the requirements of
the 1940 Act and the policies of the Acquired Fund, and all purchases and
<PAGE>
B-7
redemptions of the Acquired Fund Shares have been effected at the net asset
value per share calculated in such manner.
5.3. The execution, delivery and performance of this Agreement has been duly
authorized by all necessary action on the part of RSFI's Board of Trustees and
this Agreement constitutes a valid and binding obligation of RSFI (on behalf of
the Acquired Fund), subject to the approval of shareholders of the Acquired
Fund, enforceable in accordance with its terms, subject as to enforcement to
bankruptcy, insolvency, reorganization, arrangement, moratorium, and other
similar laws of general applicability relating to or affecting creditors' rights
and to general equity principles.
5.4. The execution and delivery of this Agreement by RSFI and performance by
RSFI of its obligations hereunder (a) does not, and on the Closing Date will
not, result in any violation of the Declaration of Trust or by-laws of RSFI and
(b) does not, and on the Closing Date will not, result in a breach of any of the
terms or provisions of, or constitute (with or without the giving of notice or
the lapse of time or both) a default under, or give rise to a right of
termination, cancellation or acceleration of any obligation or to the loss of a
material benefit under, or result in the creation or imposition of any lien upon
any property or assets of the Acquired Fund (except for such breaches or
defaults or liens that would not reasonably be expected, individually or in the
aggregate, to have a Material Adverse Effect as defined in Section 5.9 hereof)
under, any indenture, mortgage or loan agreement or any other material agreement
or instrument to which the Acquired Fund is a party or by which it may be bound
or to which its properties may be subject or any existing applicable law, rule,
regulation, judgment, order or decree of any Governmental Authority (as defined
in Section 5.4) having jurisdiction over the Acquired Fund or any of its
properties. For purposes of this Agreement, the term "Governmental Authority"
shall mean any United States or state government agency, department, board,
commission (including the SEC), authority or instrumentality, and any court,
tribunal or arbitrator of competent jurisdiction, and any other regulatory
agency or authority (including the National Association of Securities Dealers,
Inc., and the Commodities and Futures Trading Commission).
5.5. The Acquired Fund has elected to be treated as a regulated investment
company under Subchapter M of the Code. The Acquired Fund has qualified as such
for each taxable year since inception and that has ended prior to the Closing
Date and will have satisfied the requirements of Section 851(b) of the Code for
the period beginning on the first day of its current taxable year and ending on
the Closing Date and with respect to its final taxable year ending upon its
liquidation. In order to (a) insure continued qualification of the Acquired Fund
as a "regulated investment company" under the Code and (b) eliminate any tax
liability of the Acquired Fund arising by reason of undistributed investment
company taxable income or net taxable gain, the Acquired Fund will declare to
its shareholders of record on or prior to the Closing Date a dividend or
dividends that, together with all such previous dividends, shall have
<PAGE>
B-8
the effect of distributing (i) all of the investment company taxable income
(determined without regard to any deductions for dividends paid) of the Acquired
Fund for the period ending on the Closing Date and (ii) all of the net capital
gains of the Acquired Fund realized in the period ending on the Closing Date.
5.6. The financial statements of the Acquired Fund for the periods from its
inception through the fiscal year ended June 30, 1999 (which were audited by its
independent auditor), copies of which have been furnished to WT Mutual Fund and
WT Trust, present fairly the financial position of the Acquired Fund as of the
dates indicated and the results of its operations and changes in net assets for
the respective stated periods (in accordance with generally accepted accounting
principles ("GAAP") consistently applied).
5.7. The Prospectus of RSFI, dated February 28, 1999, and the corresponding
Statement of Additional Information, dated February 28,1999, do not contain an
untrue statement of a material fact or omit to state a material fact required to
be stated therein or necessary to make the statements therein, in light of the
circumstances under which they were made, not misleading, and any amended,
revised, or new Prospectus or Statement of Additional Information of RSFI or any
supplement thereto, that is hereafter filed with the SEC (copies of which
documents shall be provided to WT Mutual Fund and WT Trust promptly after such
filing), shall not contain any untrue statement of a material fact required to
be stated therein or necessary to make the statements therein, in light of the
circumstances under which they were made, not misleading.
5.8. No material legal or administrative proceeding or investigation of or
before any Governmental Authority is currently pending or, to the knowledge of
RSFI, threatened as to RSFI or any of the Acquired Fund's properties or assets.
RSFI knows of no facts which might form the basis for the institution of such
proceedings. Neither RSFI nor the Acquired Fund is a party to or subject to the
provisions of any order, decree, or judgment of any Governmental Authority which
materially and adversely affects its business or its ability to consummate the
transactions herein contemplated.
5.9. RSFI has furnished or made available to WT Mutual Fund and WT Trust copies
or descriptions of all agreements or other arrangements to which RSFI is a party
and under which the Acquired Fund's assets are bound or affected. The Acquired
Fund has no material contracts or other commitments (other than this Agreement
or agreements for the purchase of securities entered into in the ordinary course
of business and consistent with its obligations under this Agreement) which will
not be terminated by RSFI in accordance with its terms at or prior to the
Closing Date. The Acquired Fund is not in default under any contract, agreement,
commitment, arrangement, lease, insurance policy or other instrument to which it
is a party, by which its assets, business, or operations may be bound or
affected, or under which it or its assets, business
<PAGE>
B-9
or operations receives benefits, and which default could reasonably be expected,
individually or in the aggregate, to have a Material Adverse Effect, and, to the
knowledge of RSFI, there has not occurred any event that, with the lapse of time
or the giving of notice or both, would constitute such a default. For purposes
of this Agreement, "Material Adverse Effect" means an effect that would cause a
change in condition (financial or otherwise), properties, assets or prospects of
an entity having an adverse monetary effect in an amount equal to or greater
than $50,000.
5.10. RSFI does not know of any liabilities, costs or expenses of a material
amount, contingent or otherwise, of the Acquired Fund other than those reflected
in the financial statements referred to in Section 5.6 hereof and those incurred
in the ordinary course of business of the Acquired Fund since the dates of those
financial statements. On the Closing Date, RSFI shall advise WT Mutual Fund, WT
Trust and PFPC in writing of all of the Acquired Fund's known liabilities,
contingent or otherwise, whether or not incurred in the ordinary course of
business, existing or accrued at such time.
5.11. Since June 30, 1999, there has not been any material adverse change in the
Acquired Fund's financial condition, assets, liabilities, or business other than
changes occurring in the ordinary course of its business.
5.12. At the date hereof and by the Closing Date, all federal, state, and other
tax returns and reports, including information returns and payee statements, of
the Acquired Fund required by law to have been filed or furnished by such dates
shall have been filed or furnished, or extensions concerning such tax returns
and reports shall have been obtained, and all federal, state, and other taxes,
interest, and penalties shall have been paid so far as due, or adequate
provision shall have been made on the Acquired Fund's books for the payment
thereof, and to the best of RSFI's knowledge no such tax return is currently
under audit and no tax deficiency or liability has been asserted with respect to
such tax returns or reports by the Internal Revenue Service or any state or
local tax authority.
5.13 At the Closing Date, the Acquired Fund will have good and marketable title
to the Acquired Fund Net Assets, and subject to approval by the Acquired Fund
Shareholders, full right, power and authority to sell, assign, transfer, and
deliver such assets hereunder, and upon delivery and in payment for such assets,
WT Feeder Portfolio will acquire good and marketable title thereto subject to no
liens or encumbrances of any nature whatsoever or restrictions on the ownership
or transfer thereof, except (a) such imperfections of title or encumbrances as
do not materially detract from the value or use of the assets subject thereto,
or materially affect title thereto; or (b) such restrictions as might arise
under federal or state securities laws or the rules and regulations thereunder.
<PAGE>
B-10
5.14. No consent, approval, authorization, or order of any court or
governmental authority is required for the consummation by RSFI, on behalf of
the Acquired Fund, of the transactions contemplated by this Agreement, except
such as may be required under the federal or state securities laws or the rules
and regulations thereunder.
5.15. The Combined Proxy Statement/Prospectus of the Acquired Fund and WT Feeder
Portfolio, referred to in Section 7.7 hereof ("Proxy Statement/Prospectus), and
any Prospectus or Statement of Additional Information of RSFI contained in or
incorporated by reference into the Form N-14 Registration Statement referred to
in Section 7.7 hereof, and any supplement or amendment to such documents, on the
effective and clearance dates of the Form N-14 Registration Statement, on the
date of the Special Meeting of Acquired Fund Shareholders to consider the
Reorganization (the "Special Meeting"), and on the Closing Date, and only
insofar as such Proxy Statement/Prospectus and the Prospectus and Statement of
Additional Information relate to the Acquired Fund or to the transactions
contemplated by this Agreement and contain information furnished by RSFI for
inclusion therein: (a) will comply in all material respects with the provisions
of the 1933 Act, the 1934 Act, the 1940 Act, the rules and regulations
thereunder, and all applicable state and federal securities laws and rules and
regulations thereunder; and (b) will not contain any untrue statement of a
material fact or omit to state any material fact required to be stated therein
or necessary to make the statements therein, in light of the circumstances under
which such statements were made, not misleading.
5.16. The Acquired Fund is authorized to issue only one class of shares. All of
the issued and outstanding shares of the Acquired Fund are, and at the Closing
Date will be, duly and validly issued and outstanding, fully paid and
nonassessable. All of the issued and outstanding shares of the Acquired Fund
will, at the time of Closing, be held of record by the persons and in the
amounts set forth in the Shareholder List.
(a) At the time of the Reorganization, the Acquired Fund will not have
outstanding any warrants, options, convertible securities or any other type of
right pursuant to which any Person could acquire the Acquired Fund Shares,
except for the right of investors to acquire the Acquired Fund Shares at net
asset value in the normal course of RSFI's business as an open-end management
investment company operating under the 1940 Act.
(b) The Acquired Fund does not have, and has not had during the six (6) months
prior to the date of this Agreement, any employees, and shall not hire any
employees from and after the date of this Agreement through the Closing Date.
(c) RSFI and the Acquired Fund are not under the jurisdiction of a court in
Title 11 or similar case within the meaning of Section 368(a)(3)(A) of the Code.
<PAGE>
B-11
(d) There is no intercorporate indebtedness existing between the Acquired Fund
and WT Feeder Portfolio that was issued, acquired, or will be settled at a
discount.
(e) The Acquired Fund does not have any unamortized or unpaid organizational
fees or expenses.
5.17. The books and records of the Acquired Fund reflecting, among other
things, the purchase and sale of the Acquired Fund Shares by the Acquired Fund
Shareholders, the number of issued and outstanding Acquired Fund Shares owned by
each Acquired Fund Shareholder and the state or other jurisdiction in which such
shares were offered and sold, are complete and accurate in all material
respects.
6. REPRESENTATIONS AND WARRANTIES OF WT MUTUAL FUND
WT Mutual Fund, on behalf of WT Feeder Portfolio, represents and warrants to
RSFI as follows:
6.1. WT Mutual Fund is a business trust duly organized, validly existing, and in
good standing under the laws of the State of Delaware and has the power to own
all of its properties and assets, to perform its obligations under this
Agreement and to consummate the transactions contemplated herein. WT Mutual Fund
is not required to qualify to do business in any jurisdiction in which it is not
so qualified or where failure to qualify would subject it to any material
liability or disability. On the Closing Date, WT Mutual Fund will have all
necessary federal, state, and local authorizations, consents, and approvals
required to own all of its properties and assets and to carry on its business as
now contemplated and to consummate the transactions contemplated herein.
6.2. WT Mutual Fund is an investment company classified as a management company
of the open-end type and its registration with the SEC as an investment company
under the 1940 Act is in full force and effect. The Institutional class shares
of WT Feeder Portfolio that will be offered for sale at the Closing and after
the Closing Date shall, on the Closing Date, be duly registered under the 1933
Act and will be duly registered, qualified or be exempt from registration or
qualification under the securities laws of each state or other jurisdiction in
which such shares will be offered for sale. WT Feeder Portfolio is in compliance
in all material respects with all applicable laws, rules and regulations,
including, without limitation, the 1940 Act, the 1933 Act, the 1934 Act and all
applicable securities laws. WT Feeder Portfolio is in compliance in all material
respects with the investment policies and restrictions set forth in the WT
Mutual Fund registration statement currently in effect. The value of the net
assets of WT Feeder Portfolio will be determined using portfolio valuation
methods that comply in all material respects with the requirements of the 1940
Act and the policies of WT Feeder Portfolio, and all
<PAGE>
B-12
purchases and redemptions of WT Feeder Shares have been effected at the net
asset value per share calculated in such manner.
6.3. The execution, delivery, and performance of this Agreement has been duly
authorized by all necessary action on the part of WT Mutual Fund's Board of
Trustees and this Agreement constitutes a valid and binding obligation of WT
Mutual Fund (on behalf of the WT Feeder Portfolio), enforceable in accordance
with its terms, subject as to enforcement to bankruptcy, insolvency,
reorganization, arrangement, moratorium, and other similar laws of general
applicability relating to or affecting creditors' rights and to general equity
principles.
6.4. The execution and delivery of this Agreement by WT Mutual Fund and
performance by WT Mutual Fund of its obligations hereunder (a) does not, and on
the Closing Date will not, result in any violation of the Agreement and
Declaration of Trust or by-laws of WT Mutual Fund and (b) does not, and on the
Closing Date will not, result in a breach of any of the terms or provisions of,
or constitute (with or without the giving of notice or the lapse of time or
both) a default under, or give rise to a right of termination, cancellation or
acceleration of any obligation or to the loss of a material benefit under, or
result in the creation or imposition of any lien upon any property or assets of
WT Feeder Portfolio (except for such breaches or defaults or liens that would
not reasonably be expected, individually or in the aggregate, to have a Material
Adverse Effect) under, any indenture, mortgage or loan agreement or any other
material agreement or instrument to which WT Feeder Portfolio is a party or by
which it may be bound or to which any of its properties may be subject or any
existing applicable law, rule, regulation, judgment, order or decree of any
Governmental Authority having jurisdiction over WT Feeder Portfolio or any of
its properties.
6.5. WT Feeder Portfolio has elected to be treated as a regulated investment
company for federal income tax purposes under Subchapter M of the Code, has
qualified as a regulated investment company for each taxable year since its
inception and will qualify as a RIC as of the Closing Date.
6.6. The financial statements of WT Feeder Portfolio for the periods from its
inception through the fiscal year ended June 30, 1999 (which were audited by its
independent auditor), copies of which have been furnished to the Acquired Fund,
present fairly the financial position of WT Feeder Portfolio as of the dates
indicated and the results of its operations and changes in net assets for the
respective stated periods (in accordance with GAAP consistently applied).
6.7. No material legal or administrative proceeding, or investigation of or
before any Governmental Authority is currently pending or, to its knowledge,
threatened as to WT Mutual Fund or WT Feeder Portfolio's properties or assets.
WT Mutual Fund knows of no facts which might form the basis for the institution
of such proceedings. WT Mutual Fund is not a party to or
<PAGE>
B-13
subject to the provisions of any order, decree, or judgment of any Governmental
Authority which materially and adversely affects its business or its ability to
consummate the transactions herein contemplated.
6.8. WT Mutual Fund has furnished or made available to RSFI copies or
descriptions of all agreements or other arrangements to which WT Mutual Fund is
a party and under which the assets of WT Feeder Portfolio are bound or affected.
WT Feeder Portfolio is not in default under any contract, agreement, commitment,
arrangement, lease, insurance policy or other instrument to which it is a party,
by which its assets, business, or operations may be bound or affected, or under
which it or its assets, business or operations receives benefits, and which
default could reasonably be expected, individually or in the aggregate, to have
a Material Adverse Effect, and, to the knowledge of WT Mutual Fund, there has
not occurred any event that, with the lapse of time or the giving of notice or
both, would constitute such a default.
6.9. WT Mutual Fund does not know of any liabilities, costs or expenses of a
material amount, contingent or otherwise, of WT Feeder Portfolio other than
those reflected in the financial statements referred to in Section 6.6 hereof
and those incurred in the ordinary course of its business.
6.10. Since June 30, 1999, there has not been any material adverse change in the
WT Feeder Portfolio's financial condition, assets, liabilities, or business
other than changes occurring in the ordinary course of its business.
6.11. At the date hereof and by the Closing Date, all federal, state, and other
tax returns and reports, including information returns and payee statements, of
WT Feeder Portfolio required by law to have been filed or furnished by such
dates shall have been filed or furnished, or extensions concerning such tax
returns and reports shall have been obtained, and all federal, state, and other
taxes, interest, and penalties shall have been paid so far as due, or adequate
provision shall have been made on the WT Feeder Portfolio's books for the
payment thereof, and to the best of WT Mutual Fund's knowledge no such tax
return is currently under audit and no tax deficiency or liability has been
asserted with respect to such tax returns or reports by the Internal Revenue
Service or any state or local tax authority.
6.12. No consent, approval, authorization, or order of any court or governmental
authority is required for the consummation by WT Feeder Portfolio or WT Mutual
Fund of the transactions contemplated by this Agreement, except for the
registration of the WT Feeder Shares under the 1933 Act and the 1940 Act, or as
may otherwise be required under the federal and state securities laws or the
rules and regulations thereunder.
<PAGE>
B-14
6.13. The Combined Proxy Statement/Prospectus referred to in Section 7.7 hereof
and any Prospectus or Statement of Additional Information of WT Mutual Fund
contained in or incorporated therein by reference, and any supplement or
amendment to such documents, on the effective and clearance dates of the Form
N-14 Registration Statement, on the date of the Special Meeting, and on the
Closing Date, and only insofar as such Proxy Statement/Prospectus and the
Prospectus and Statement of Additional Information relate to the WT Mutual Fund,
the WT Feeder Portfolio or to the transactions contemplated by this Agreement
and contain information furnished by WT Mutual Fund for inclusion therein: (a)
shall comply in all material respects with the provisions of the 1933 Act, 1934
Act, the 1940 Act, the rules and regulations thereunder, and all applicable
federal and state securities laws and rules and regulations thereunder; and (b)
shall not contain any untrue statement of a material fact or omit to state any
material fact required to be stated therein or necessary to make the statements
therein, in light of the circumstances under which the statements were made, not
misleading.
6.14. The WT Feeder Shares to be issued and delivered to RSFI pursuant to
the terms of this Agreement, when so issued and delivered, will be duly and
validly issued Institutional class shares of beneficial interest of WT Feeder
Portfolio, will be fully paid and nonassessable by WT Mutual Fund, and will be
duly registered in conformity with all applicable federal securities laws, and
no shareholder of the WT Feeder Portfolio shall have any option, warrant, or
preemptive right of subscription or purchase with respect thereto.
6.15. Neither WT Mutual Fund or WT Feeder Portfolio are under the jurisdiction
of a Court in a Title 11 or a similar case within the meaning of Section
368(a)(3)(A) of the Code.
6.16. There is no intercorporate indebtedness existing between the Acquired Fund
and WT Feeder Portfolio that was issued, acquired, or will be settled at a
discount.
6.17. WT Feeder Portfolio does not own, directly or indirectly, nor has it owned
during the past five (5) years, directly or indirectly, any shares of the
Acquired Fund.
7. COVENANTS OF WT FEEDER PORTFOLIO AND THE ACQUIRED FUND
7.1. Except as expressly contemplated herein to the contrary, the Acquired Fund
and WT Feeder Portfolio shall operate their business in the ordinary course
between the date hereof and the Closing Date, it being understood that such
ordinary course of business will include sales, redemptions, customary dividends
and distributions and any other distribution necessary or desirable to avoid
federal income or excise taxes.
7.2. After the effective date of the Form N-14 Registration Statement referred
to in Section 7.7 hereof, and before the Closing Date and as a condition
thereto, the Board of Trustees
<PAGE>
B-15
of RSFI shall call, and RSFI shall use its best efforts to hold, a Special
Meeting of the shareholders of the Acquired Fund to consider and vote upon this
Agreement and the transactions contemplated hereby and RSFI shall use its best
efforts to obtain approval of the transactions contemplated herein.
7.3. RSFI covenants that it shall not sell or otherwise dispose of any WT Feeder
Shares to be received in the transactions contemplated herein, except in
distribution to the Acquired Fund Shareholders as contemplated in Section 1.2
hereof.
7.4. RSFI shall provide such information within its possession or reasonably
obtainable as WT Mutual Fund or PFPC may reasonably request concerning the
beneficial ownership of the Acquired Fund Shares.
7.5. Subject to the provisions of this Agreement, WT Mutual Fund and RSFI each
shall take, or cause to be taken, all action, and do or cause to be done, all
things reasonably necessary, proper, or advisable to consummate the transactions
contemplated by this Agreement.
7.6. RSFI shall furnish to WT Mutual Fund on the Closing Date the Statement of
the Assets and Liabilities of the Acquired Fund as of the Closing Date, which
statement shall be prepared in accordance with GAAP consistently applied and
shall be certified by RSFI's Treasurer or Assistant Treasurer. As promptly as
practicable, but in any case within forty-five (45) days after the Closing Date,
RSFI shall furnish to WT Mutual Fund, in such form as is reasonably satisfactory
to WT Mutual Fund, a statement of the earnings and profits of the Acquired Fund
for federal income tax purposes, and of any capital loss carryovers and other
items that will be carried over to WT Feeder Portfolio as a result of Section
381 of the Code, which statement shall be certified by RSFI's Treasurer or
Assistant Treasurer. RSFI covenants that the Acquired Fund has no earnings and
profits that were accumulated by it or any acquired entity during a taxable year
when it or such entity did not qualify as a regulated investment company under
Subchapter M of the Code or, if it has such earnings and profits, shall
distribute them to its shareholders prior to the Closing Date.
7.7. WT Mutual Fund, with the cooperation of RSFI, shall prepare and file with
the SEC a Registration Statement on Form N-14 (the "Form N-14 Registration
Statement") which shall include a Proxy Statement/Prospectus, as promptly as
practicable in connection with the issuance of the WT Feeder Shares and the
holding of the Special Meeting of the shareholders of the Acquired Fund
Shareholders to consider approval of this Agreement as contemplated herein and
the transactions contemplated hereunder. WT Mutual Fund shall prepare any pro
forma financial statement that may be required under applicable law to be
included in the Form N-14 Registration Statement. RSFI shall provide WT Mutual
Fund with all information about the Acquired Fund that is necessary to prepare
the pro forma financial statements. WT Mutual Fund
<PAGE>
B-16
and RSFI shall each cooperate with the other and shall furnish the other with
any information relating to itself or its related series that is required by the
1933 Act, the 1934 Act, and the 1940 Act, the rules and regulations thereunder,
and applicable state securities laws, to be included in the Form N-14
Registration Statement and the Proxy Statement/Prospectus.
7.8. RSFI shall deliver to WT Mutual Fund at the Closing Date confirmation or
other adequate evidence as to the tax costs and holding periods of the assets
and property of the Acquired Fund transferred to WT Feeder Portfolio in
accordance with the terms of this Agreement.
7.9 RSFI shall timely file all federal, state and local tax returns of the
Acquired Fund, the due dates of which are subsequent to the Closing Date. For
purposes of Section 1.381(b)-1 of the Treasury Regulations, RSFI shall treat the
Closing Date as the "date of distribution or transfer."
8. CONDITIONS PRECEDENT TO OBLIGATIONS OF RSFI AND THE ACQUIRED FUND
The obligations of RSFI hereunder shall be subject to the following
conditions precedent:
8.1. This Agreement and the transactions contemplated by this Agreement shall
have been approved by the Board of Trustees of WT Mutual Fund in the manner
required by WT Mutual Fund's Agreement and Declaration of Trust and applicable
law, and this Agreement and the transactions contemplated by this Agreement
shall have been approved by the Acquired Fund Shareholders in the manner
required by RSFI's Declaration of Trust and By-Laws and applicable law.
8.2. As of the Closing Date, there shall have been no material adverse change in
the financial position, assets, or liabilities of WT Feeder Portfolio since the
date of this Agreement. For purposes of this Section 8.2, share redemptions or a
decline in the value of WT Mutual Fund's net assets due to the effect of normal
market conditions on liquid securities shall not constitute a material adverse
change.
8.3. All representations and warranties of WT Mutual Fund and WT Feeder
Portfolio made in this Agreement, except as they may be affected by the
transactions contemplated by this Agreement, shall be true and correct in all
material respects as if made at and as of the Closing Date.
<PAGE>
B-17
8.4. WT Mutual Fund shall have performed and complied in all material respects
with each of its obligations, agreements, and covenants required by this
Agreement to be performed or complied with it prior to or at the Closing Date.
8.5. WT Mutual Fund shall have furnished RSFI at the Closing Date with a
certificate or certificates of its President or any Vice President and/or
Treasurer or Assistant Treasurer as of the Closing Date to the effect that the
conditions precedent set forth in Sections 8.2, 8.3, 8.4, 8.10, and 8.14 hereof
have been fulfilled.
8.6. RSFI shall have received an opinion of Pepper Hamilton LLP, in form and
substance reasonably satisfactory to RSFI and dated as of the Closing Date, to
the effect that: (a) WT Mutual Fund is a business trust duly organized, validly
existing and in good standing under the laws of the State of Delaware; (b) the
WT Feeder Portfolio Shares to be delivered to RSFI, as provided for by this
Agreement, are duly authorized and upon delivery pursuant to the terms of this
Agreement will be validly issued, fully paid and non-assessable by WT Mutual
Fund; (c) this Agreement has been duly authorized, executed, and delivered by WT
Mutual Fund and represents a valid and binding contract of WT Mutual Fund (on
behalf of WT Feeder Portfolio), enforceable in accordance with its terms,
subject to the effect of bankruptcy, insolvency, reorganization, moratorium,
fraudulent conveyance, and similar laws relating to or affecting creditors'
rights generally and court decisions with respect thereto and to the exercise of
judicial discretion in accordance with general principles of equity, whether in
a proceeding at law or in equity; provided, however, that no opinion need be
expressed with respect to provisions of this Agreement relating to
indemnification; (d) the execution and delivery of this Agreement did not, and
the consummation of the transactions contemplated by this Agreement will not,
violate the Agreement and Declaration of Trust or By-Laws of WT Mutual Fund; (e)
to the knowledge of such counsel, no consent, approval, authorization, or order
of any Governmental Authority is required for the consummation by the WT Mutual
Fund of the transactions contemplated by this Agreement, except such as have
been obtained under the 1933 Act, the 1934 Act, the 1940 Act, the rules and
regulations under those statutes, and such as may be required by state
securities laws, rules and regulations; and (f) WT Mutual Fund is registered as
an investment company under the 1940 Act and WT Feeder Portfolio is a separate
series thereof and such registration with the SEC under the 1940 Act is in full
force and effect. Such opinion shall state that it is solely for the benefit of
RSFI and its Board of Trustees and officers.
8.7. RSFI shall have received an opinion of its counsel in form reasonably
satisfactory to RSFI and dated as of the Closing Date to the effect that (i) the
transactions described in Sections 1.1 and 1.2 of this Agreement will constitute
a reorganization as defined in Section 368(a) of the Internal Revenue Code of
1966, as amended; (ii) no gain or loss will be recognized to the Acquired Fund
upon the transfer of its assets in exchange solely for the WT Feeder Shares;
(iii) no gain or loss will be recognized by the WT Feeder Portfolio or the WT
Master Series on its receipt of the WT Feeder Portfolio's assets in exchange for
the WT Master Shares and the assumption by the WT Master Series of the WT Feeder
Portfolios' liabilities; (iv) the basis of the Acquired Fund's assets in the Wt
Master Series' hands will be the same as the basis of those assets in the
Acquired Fund's hands immediately before the reorganization; (v) the WT Master
Series' holding period for the assets transferred by the WT Feeder Portfolio
will include the holding period of those assets in the Acquired Fund's hands and
the holding period of those assets in the WT Feeder Portfolio's hands
immediately before the reorganization;(vi) no gain or loss will be recognized to
the Acquired Fund on the distribution of the WT Feeder Shares to the Acquired
Fund's shareholders in exchange for their Acquired Fund's shares; (vii) no gain
or loss will be recognized to the Acquired Fund's shareholders as a result of
the Acquired Fund's distribution of the WT Feeder Shares to the Acquired Fund's
shareholders in exchange solely for their shares of the Acquired Fund's stock;
(viii) the basis of the WT Feeder Shares received by an Acquired Fund
shareholder will be the same as the adjusted basis of that shareholder's
Acquired Fund shares surrendered in exchange for therefor; and (ix) the holding
period of the WT Feeder Shares received by the Acquired Fund's shareholders will
include the holding period of the shares of the Acquired Fund exchanged
therefor, provided that said Acquired Fund shares were held as capital assets on
the date of the conversion.
<PAGE>
B-18
8.8. The Form N-14 Registration Statement shall have become effective under the
1933 Act, no stop order suspending the effectiveness shall have been instituted,
or to the knowledge of the parties, contemplated by the SEC, and the SEC shall
not have issued any unfavorable advisory report under Section 25(b) of the 1940
Act nor instituted any proceeding seeking to enjoin consummation of the
transactions contemplated by this Agreement under Section 25(c) of the 1940 Act.
8.9. The parties shall have received a memorandum, in form reasonably
satisfactory to each of them, prepared by counsel to WT Mutual Fund or another
person approved by the parties, containing assurance reasonably satisfactory to
them that all authorizations necessary under state securities laws to consummate
the transactions contemplated herein have been obtained.
8.10. No action, suit, or other proceeding shall be threatened or pending before
any Governmental Agency to restrain or prohibit, or obtain damages or other
relief in connection with, this Agreement or the transactions contemplated
herein.
8.11. RSFI shall have received from WT Mutual Fund all such documents which RSFI
or its counsel may reasonably request.
8.12. WT Mutual Fund shall have furnished RSFI on the Closing Date with a
certificate or certificates of its President (or any Vice President) and/or
Treasurer or Assistant Treasurer dated as of said date to the effect that: (a)
WT Feeder Portfolio has no plan or intention to reacquire any of the WT Feeder
Shares to be issued in the Reorganization, except to the extent that the WT
Feeder Portfolio is required by the 1940 Act to redeem any of its shares
presented for redemption; (b) WT Feeder Portfolio has no plan or intention to
sell or otherwise dispose of any of the assets of the Acquired Fund acquired in
the Reorganization, except for the transfer of such assets to its master fund,
WT Master Series, pursuant to Section 2.1 hereof; and (c) following the Closing,
WT Feeder Portfolio, through its master/feeder arrangement with WT Master
Series, will continue the historic business of the Acquired Fund as an
investment company.
8.13. PFPC, in its capacity as transfer agent for the WT Feeder Portfolio, shall
have issued and delivered to RSFI a confirmation statement evidencing the WT
Feeder Shares to be
<PAGE>
B-19
credited at the Closing Date and shall have provided evidence satisfactory to
RSFI that the WT Feeder Shares have thereafter been credited to the accounts of
each of the Acquired Fund Shareholders on the books of the WT Feeder Portfolio.
8.14. At the Closing Date, the registration of WT Mutual Fund with the SEC with
respect to WT Feeder Portfolio shall be in full force and effect.
9. CONDITIONS PRECEDENT TO OBLIGATIONS OF WT MUTUAL FUND AND WT FEEDER
PORTFOLIO
The obligations of WT Mutual Fund and the WT Feeder Portfolio hereunder shall
be subject to the following conditions precedent:
9.1. This Agreement and the transactions contemplated by this Agreement shall
have been approved by the Board of Trustees of RSFI and the shareholders of the
Acquired Fund, and the termination and dissolution of the Acquired Fund shall
have been approved by the Board of Trustees of RSFI.
9.2. RSFI shall have furnished WT Mutual Fund with the Statement of Assets and
Liabilities of the Acquired Fund, with values determined as provided in Section
3 hereof, with their respective dates of acquisition and tax costs, all as of
the Valuation Date, certified on RSFI's behalf by its Treasurer or Assistant
Treasurer. The Statement of Assets and Liabilities shall list all of the
securities owned by the Acquired Fund as of the Closing Date and a final
statement of assets and liabilities of the Acquired Fund prepared in accordance
with GAAP consistently applied.
9.3. As of the Closing Date, there shall have been no material adverse change in
the financial position, assets, or liabilities of the Acquired Fund since the
dates of the financial statements referred to in Section 5.6 hereof. For
purposes of this Section 9.3, share redemptions or a decline in the value of the
Acquired Fund Net Assets due to the effect of normal market conditions on liquid
securities shall not constitute a material adverse change.
9.4. All representations and warranties of RSFI made in this Agreement, except
as they may be affected by the transactions contemplated by this Agreement,
shall be true and correct in all material respects as if made at and as of the
Closing Date.
9.5. RSFI shall have performed and complied in all material respects with each
of its obligations, agreements, and covenants required by this Agreement to be
performed or complied with by it prior to or at the Closing Date.
<PAGE>
B-20
9.6. RSFI shall have furnished WT Mutual Fund at the Closing Date with a
certificate or certificates of its President or Vice-President and/or Treasurer
or Assistant Treasurer, dated as of the Closing Date, to the effect that the
conditions precedent set forth in Sections 9.1, 9.3, 9.4, 9.5, 9.12 and 9.14
hereof have been fulfilled.
9.7. RSFI shall have duly executed and delivered to WT Mutual Fund (a) bills of
sale, assignments, certificates and other instruments of transfer ("Transfer
Documents") as WT Mutual Fund may deem necessary or desirable to transfer all of
RSFI's right, title, and interest in and to the Acquired Fund Net Assets; and
(b) all such other documents, including but not limited to, checks, and
receipts, which WT Mutual Fund may reasonably request. Such assets of the
Acquired Fund shall be accompanied by all necessary state stock transfer stamps
or cash for the appropriate purchase price therefor.
9.8. WT Mutual Fund shall have received an opinion of qualified counsel, in
form reasonably satisfactory to WT Mutual Fund and dated as of the Closing Date,
to the effect that: (a) RSFI is a business trust duly organized, validly
existing and in good standing under the laws of the Commonwealth of
Massachusetts; (b) the shares of the Acquired Fund issued and outstanding at the
Closing Date are duly authorized, validly issued, fully paid and non-assessable
by RSFI; (c) this Agreement and the Transfer Documents have been duly
authorized, executed, and delivered by RSFI and the Agreement represents a valid
and binding contract of RSFI (on behalf of the Acquired Fund), enforceable in
accordance with its terms, subject to the effect of bankruptcy, insolvency,
reorganization, moratorium, fraudulent conveyance, and similar laws relating to
or affecting creditors' rights generally and court decisions with respect
thereto and to the exercise of judicial discretion in accordance with general
principles of equity, whether in a proceeding at law or in equity; provided,
however, that no opinion need be expressed with respect to provisions of this
Agreement relating to indemnification; (d) the execution and delivery of this
Agreement did not, and the consummation of the transactions contemplated by this
Agreement will not, violate the Declaration of Trust or By-laws of RSFI; (e) to
the knowledge of such counsel, no consent, approval, authorization, or order of
any court or governmental authority is required for the consummation by RSFI of
the transactions contemplated by this Agreement, except such as have been
obtained under the 1933 Act, the 1934 Act, the 1940 Act, the rules and
regulations under those statutes, and such as may be required under state
securities laws, rules, and regulations; and (f) RSFI is registered as an
investment company under the 1940 Act and such registration with the SEC is in
full force and effect. Such opinion shall state that such opinion is solely for
the benefit of the WT Mutual Fund and its Board of Trustees and officers.
9.9. The Form N-14 Registration Statement shall have become effective under the
1933 Act, and no stop order suspending such effectiveness shall have been
instituted or, to the knowledge of the parties, contemplated by the SEC, and the
SEC shall not have issued any
<PAGE>
B-21
unfavorable advisory report under Section 25(b) of the 1940 Act nor instituted
any proceeding seeking to enjoin consummation of the transactions contemplated
by this Agreement under Section 25(c) of the 1940 Act.
9.10. The parties shall have received a memorandum, in form reasonably
satisfactory to each of them, prepared by counsel to RFSI or another person
approved by the parties, containing assurance reasonably satisfactory to them
that all authorizations necessary under state securities laws to consummate the
transactions contemplated by this Agreement have been obtained.
9.11. No action, suit, or other proceeding shall be threatened or pending before
any Governmental Authority to restrain or prohibit, or obtain damages or other
relief in connection with, this Agreement or the transactions contemplated
herein.
9.12. Prior to the Closing Date, the Acquired Fund shall have declared a
dividend or dividends which, together with all previous dividends, shall have
the effect of distributing to its shareholders all of its net investment company
income, if any, for each taxable period or year ending prior to the Closing Date
and for the periods from the end of each such taxable period or year to and
including the Closing Date (computed without regard to any deduction for
dividends paid), and all of its net capital gain, if any, realized in each
taxable period or year ending prior to the Closing Date and in the periods from
the end of each such taxable period or year to and including the Closing Date.
9.13. WT Mutual Fund shall have received an opinion of its counsel in form
reasonably satisfactory to WT Mutual Fund and dated as of the Closing Date to
the effect that (i) the Reorganization will be treated for United States federal
income tax purposes as a "reorganization" within the meaning of Section 368(a)
of the Code, (ii) no gain or loss will be required to be recognized by WT Feeder
Portfolio on its receipt of the Acquired Fund Net Assets, (iii) WT Feeder
Portfolio's tax basis for the Acquired Fund Net Assets will be the same as the
basis thereof in the Acquired Fund's hands immediately before the
Reorganization, (iv) WT Feeder Portfolio's holding period for the Acquired Fund
Net Assets will include the Acquired Fund's holding period therefor.
9.14. RSFI shall have furnished WT Mutual Fund at the Closing Date with a
certificate or certificates of its President and/or Treasurer dated as of said
date to the effect that: (a) the Acquired Fund will tender for acquisition by WT
Feeder Portfolio its assets consisting of at least ninety percent (90%) of the
fair market value of each of the Acquired Fund's Net Assets and at least seventy
percent (70%) of the fair market value of the Acquired Fund's gross assets
immediately prior to the Closing Date (for purposes of this certification, all
of the following shall be considered as assets of the Acquired Fund held
immediately prior to the Closing Date: (i) amounts used by the Acquired Fund to
pay its expenses in connection with the transactions
<PAGE>
B-22
contemplated hereby; and (ii) all amounts used to make redemptions of or
distributions on the Acquired Fund Shares (except for regular, normal
redemptions pursuant to the 1940 Act and in the ordinary course of its business
and regular, normal dividends in the ordinary course of its business and not in
excess of the distribution requirements of Section 852 of the Code); and (b)
RSFI will distribute to Acquired Fund Shareholders in complete liquidation of
the Acquired Fund the WT Feeder Portfolio Shares that it will receive in the
transactions contemplated hereby and other properties (if any) of the Acquired
Fund on or as promptly as practicable after the Closing Date and in pursuance of
the plan contemplated by this Agreement and having made such distributions will
take all necessary steps to liquidate and terminate RSFI; and (c) to the best of
RSFI's knowledge there is no current plan or intention of any of the Acquired
Fund Shareholders to sell, exchange, or otherwise dispose of a number of shares
of the WT Feeder Portfolio received in the Reorganization that would reduce the
ownership of the Acquired Fund Shareholders of WT Feeder Portfolio Shares to a
number of shares having a value, as of the Closing Date, of less than fifty
percent (50%) of the value of all of the formerly outstanding Acquired Fund
Shares as of the Closing Date; and (d) RSFI will provide such other tax
representations as may reasonably be requested by WT Mutual Fund. For purposes
of this certification, Acquired Fund Shares and the WT Feeder Portfolio Shares
held by Acquired Fund Shareholders and otherwise sold, redeemed, or disposed of
(including for this purpose Acquired Fund Shares with respect to which an
"extraordinary distribution" (within the meaning of Treas. Reg. ss.
1.368-1T(e)(1)(ii)(A)) has been made) in anticipation of the Reorganization, or
subsequent to the Closing Date pursuant to a current plan or intention that
existed as of the Closing Date, also will be taken into account.
9.15. PFPC, in its capacity as transfer agent for the Acquired Fund, shall have
furnished to WT Mutual Fund immediately prior to the Closing Date a list of the
names and addresses of the Acquired Fund Shareholders and the number and
percentage ownership of outstanding Acquired Fund Shares owned by each such
shareholder as of the close of regular trading on the NYSE on the Closing Date,
certified on behalf of the Acquired Fund by RSFI's President or Vice President.
9.16. At the Closing Date, the registration of RSFI with the SEC with respect to
the Acquired Fund shall be in full force and effect.
10. FINDER'S FEES AND OTHER EXPENSES
10.1. Each party represents and warrants to the other that there is no person or
entity entitled to receive any finder's fees or other similar fees or commission
payments in connection with the transactions provided for herein.
<PAGE>
B-23
10.2. The Acquired Fund and WT Feeder Portfolio shall be liable for all
reasonable expenses incurred by the parties in connection with entering into and
carrying out the transactions contemplated by this Agreement, whether or not the
transactions contemplated hereby are consummated.
11. ENTIRE AGREEMENT; SURVIVAL OF WARRANTIES
11.1. Neither RSFI nor WT Mutual Fund has made any representation, warranty, or
covenant not set forth herein and this Agreement constitutes the entire
agreement between the parties and supersedes any and all prior agreements,
arrangements, and undertakings relating to the matters provided for herein.
11.2. The representations, warranties, and covenants contained in this Agreement
or in any document delivered pursuant hereto or in connection herewith shall
survive the consummation of the transactions contemplated hereunder for a period
of three (3) years following the Closing Date. In the event of a breach by RSFI
of any such representation, warranty, or covenant after the time of its
liquidation and termination, Wilmington Trust Company shall be liable to WT
Mutual Fund and WT Feeder Portfolio for any such breach.
12. TERMINATION
12.1. This Agreement may be terminated by the mutual agreement of RSFI and WT
Mutual Fund. In addition, either party may at its option terminate this
Agreement at or prior to the Closing Date because of:
(a) a material breach by the other party of any representation, warranty, or
agreement contained herein to be performed at or prior to the Closing Date; or
(b) a condition precedent to the obligations of either party which has not been
met and which reasonably appears will not or cannot be met.
12.2. In the event of any such termination, there shall be no liability for
damages on the part of either Fund, RSFI or WT Mutual Fund, or their respective
Boards of Trustees or officers, but all expenses incidental to the preparation
and carrying out of this Agreement shall be paid as provided in Section 10.2
hereof.
<PAGE>
B-24
13. INDEMNIFICATION
13.1. WT Mutual Fund and WT Feeder Portfolio shall indemnify, defend, and hold
harmless RSFI and its Board of Trustees, officers, employees and agents
(collectively "Acquired Fund Indemnified Parties") against all losses, claims,
demands, liabilities, and expenses, including reasonable legal and other
expenses incurred in defending third party claims, actions, suits, or
proceedings, whether or not resulting in any liability to such Acquired Fund
Indemnified Parties and including amounts paid by any one or more of the
Acquired Fund Indemnified Parties in a compromise or settlement of any such
claim, action, suit, or proceeding, or threatened third party claim, suit,
action, or proceeding, made with the consent of WT Mutual Fund and WT Feeder
Portfolio, arising (a) from any inaccuracy in or breach of any representation or
warranty of WT Mutual Fund or WT Feeder Portfolio contained in this Agreement,
(b) from any breach of any covenant or agreement of WT Mutual Fund or WT Feeder
Portfolio contained in this Agreement, (c) from any untrue statement or alleged
untrue statement of a material fact contained in the Form N-14 Registration
Statement, as filed and in effect with the SEC, or any application prepared by
WT Mutual Fund and WT Feeder Portfolio with any state regulatory agency in
connection with the transactions contemplated by this Agreement under the
securities laws thereof ("Application"), or (d) from or arising out of or based
upon any omission or alleged omission to state therein a material fact required
to be stated therein or necessary to make the statements therein not misleading;
provided, however, that with respect to clauses (c) and (d) WT Mutual Fund and
WT Feeder Portfolio shall only be liable in such case to the extent that any
such loss, claim, demand, liability, or expense arises out of or is based upon
an untrue statement or alleged untrue statement or omission or alleged omission
about WT Mutual Fund and/or WT Feeder Portfolio or the transactions contemplated
by this Agreement made in the Form N-14 Registration Statement or any
Application.
13.2. RSFI, until the time of its liquidation, and Wilmington Trust Company on a
joint and several basis shall indemnify, defend, and hold harmless WT Feeder
Portfolio, the WT Mutual Fund, and its Board of Trustees, officers, employees
and agents ("WT Feeder Portfolio Indemnified Parties") against all losses,
claims, demands, liabilities, and expenses, including reasonable legal and other
expenses incurred in defending third party claims, actions, suits, or
proceedings, whether or not resulting in any liability to such WT Feeder
Portfolio Indemnified Parties and including amounts paid by any one or more of
WT Feeder Portfolio Indemnified Parties in a compromise or settlement of any
such claim, suit, action, or proceeding, made with the consent of RSFI (if it
still exists) or Wilmington Trust Company, arising (a) from any inaccuracy in or
breach of any representation or warranty of RSFI contained in this Agreement (b)
from any breach of any covenant or agreement of RSFI contained in this
Agreement, (c) from any untrue statement or alleged untrue statement of a
material fact contained in the Form N-14 Registration Statement, as filed and in
effect with the SEC or any Application, or (d) from or
<PAGE>
B-25
arising out of or based upon any omission or alleged omission to state therein a
material fact required to be stated therein and necessary to make the statements
therein not misleading; provided, however, that with respect to clauses (c) and
(d) RSFI and Wilmington Trust Company shall only be liable in such case to the
extent that any such loss, claim, demand, liability, or expense arises out of or
is based upon an untrue statement or alleged untrue statement or omission or
alleged omission about RSFI or about the transactions contemplated by this
Agreement made in the Form N-14 Registration Statement or any Application.
13.3. A party seeking indemnification hereunder is hereinafter called the
"indemnified party" and the party from whom the indemnified party is seeking
indemnification hereunder is hereinafter called the "indemnifying party." Each
indemnified party shall notify the indemnifying party in writing within ten (10)
days of the receipt by such indemnified party of any notice of legal process of
any suit brought against or claim made against such indemnified party as to any
matters covered by this Section 13, but the failure to notify the indemnifying
party shall not relieve the indemnifying party from any liability which it may
have to any indemnified party otherwise than under this Section 13. The
indemnifying party shall be entitled to participate at its own expense in the
defense of any claim, action, suit, or proceeding covered by this Section 13,
or, if it so elects, to assume at its own expense the defense thereof with
counsel satisfactory to the indemnified parties; provided, however, if the
defendants in any such action include both the indemnifying party and any
indemnified party and the indemnified party shall have reasonably concluded that
there may be legal defenses available to it which are different from or
additional to those available to the indemnifying party, the indemnified party
shall have the right to select separate counsel to assume such legal defense and
to otherwise participate in the defense of such action on behalf of such
indemnified party.
Upon receipt of notice from the indemnifying party to the indemnified
parties of the election by the indemnifying party to assume the defense of such
action, the indemnifying party shall not be liable to such indemnified parties
under this Section 13 for any legal or other expenses subsequently incurred by
such indemnified parties in connection with the defense thereof unless (i) the
indemnified parties shall have employed such counsel in connection with the
assumption of legal defenses in accordance with the provision of the immediately
preceding sentence (it being understood, however, that the indemnifying party
shall not be liable for the expenses of more than one separate counsel); (ii)
the indemnifying party does not employ counsel reasonably satisfactory to the
indemnified parties to represent the indemnified parties within a reasonable
time after notice of commencement of the action; or (iii) the indemnifying party
has authorized the employment of counsel for the indemnified parties at its
expense.
13.4. This Section 13 shall survive the termination of this Agreement and for a
period of three (3) years following the Closing Date.
<PAGE>
B-26
14. LIABILITY OF RSFI
Each party acknowledges and agrees that all obligations of RSFI under this
Agreement are binding only with respect to the Acquired Fund; that any liability
of RSFI under this Agreement with respect to the Acquired Fund, or in connection
with the transactions contemplated herein with respect to the Acquired Fund,
shall be discharged only out of the assets of the Acquired Fund; and that no
other series of RSFI shall be liable with respect to this Agreement or in
connection with the transactions contemplated herein.
15. AMENDMENTS
This Agreement may be amended, modified, or supplemented in such manner as
may be mutually agreed upon in writing by the authorized officers of WT Mutual
Fund and RSFI; provided, however, that following the Special Meeting of Acquired
Fund Shareholders called by the Board of Trustees of RSFI pursuant to Section
7.2 hereof, no such amendment may have the effect of changing the provisions for
determining the number of WT Feeder Portfolio Shares to be issued to Acquired
Fund Shareholders under this Agreement to the detriment of such shareholders
without their further approval, and provided further, that nothing contained in
this Section 15 shall be construed to prohibit the parties from amending this
Agreement to change the Closing Date or any other provision of this Agreement
(to the fullest extent permitted by law).
16. NOTICES
Any notice, report, statement, or demand required or permitted by any
provision of this Agreement shall be in writing and shall be deemed to be
properly given when delivered personally or by telecopier to the party entitled
to receive the notice or when sent by certified or registered mail, postage
prepaid, or delivered to a recognized overnight courier service, in each case
properly addressed to the party entitled to receive such notice or communication
at the following address or such other address as may hereafter be furnished in
writing by notice similarly given by one party to the other.
If to the Acquired Fund:
The Rodney Square Strategic
Fixed Income Fund
c/o Wilmington Trust Company
1100 North Market Street
Wilmington, DE 19890-0001
<PAGE>
B-27
Attention: Robert J. Christian
with copies to:
Joseph V. Del Raso, Esquire
Pepper Hamilton LLP
3000 Two Logan Square
Eighteenth and Arch Streets
Philadelphia, PA 19103-2799
If to WT Feeder Portfolio:
WT Mutual Fund
c/o Wilmington Trust Company
1100 North Market Street
Wilmington, DE 19890-0001
Attention: Robert J. Christian
with copies to:
Joseph V. Del Raso, Esquire
Pepper Hamilton LLP
3000 Two Logan Square
Eighteenth and Arch Streets
Philadelphia, PA 19103-2799
17. FAILURE TO ENFORCE
The failure of any party hereto to enforce at any time any of the provisions
of this Agreement shall in no way be construed to be a waiver of any such
provision, nor in any way to affect the validity of this Agreement or any part
hereof as the right of any party thereafter to enforce each and every such
provision. No waiver of any breach of this Agreement shall be held to be a
waiver of any other or subsequent breach.
<PAGE>
B-28
18. HEADINGS; COUNTERPARTS; GOVERNING LAW; ASSIGNMENT
18.1. The Article and Section headings contained in this Agreement are for
reference purposes only and shall not affect in any way the meaning or
interpretation of this Agreement.
18.2. This Agreement may be executed in any number of counterparts, each of
which shall be deemed a original.
18.3. This Agreement shall be governed by and construed in accordance with the
laws of the State of Delaware.
18.4. This Agreement shall bind and inure to the benefit of the parties hereto
and their respective successors and assigns, but no assignment or transfer
hereof or of any rights or obligations hereunder shall be made by any party
without the written consent of the other party. Nothing herein expressed or
implied is intended or shall be construed to confer upon or give any person,
firm, or corporation, other than the parties hereto and their respective
successors and assigns, any rights or remedies under or by reason of this
Agreement.
<PAGE>
TABLE OF CONTENTS
PAGE
1. TRANSFER OF THE ACQUIRED FUND'S ASSETS AND LIQUIDATION
OF THE ACQUIRED FUND. B-2
2. TRANSFER OF ACQUIRED FUND NET ASSETS FROM FEEDER
PORTFOLIO TO MASTER SERIES B-4
3. VALUATION B-4
4. CLOSING AND CLOSING DATE B-5
5. REPRESENTATIONS AND WARRANTIES OF RSFI AND THE
ACQUIRED FUND B-6
6. REPRESENTATIONS AND WARRANTIES OF WT MUTUAL FUND B-10
7. COVENANTS OF WT FEEDER PORTFOLIO AND THE ACQUIRED FUND B-14
8. CONDITIONS PRECEDENT TO OBLIGATIONS OF RSFI AND THE
ACQUIRED FUND B-16
9. CONDITIONS PRECEDENT TO OBLIGATIONS OF THE WT MUTUAL
FUND AND WT FEEDER PORTFOLIO B-18
10. FINDER'S FEES AND OTHER EXPENSES B-21
11. ENTIRE AGREEMENT; SURVIVAL OF WARRANTIES B-22
12. TERMINATION B-22
13. INDEMNIFICATION B-22
14. LIABILITY OF RSFI B-24
15. AMENDMENTS B-24
<PAGE>
PAGE
16. NOTICES B-25
17. FAILURE TO ENFORCE B-26
18. HEADINGS; COUNTERPARTS; GOVERNING LAW; ASSIGNMENT B-26
<PAGE>
SHORT/INTERMEDIATE BOND PORTFOLIO
(a series of The Rodney Square Strategic Fixed-Income Fund)
WT SHORT/INTERMEDIATE BOND PORTFOLIO
(a series of WT Mutual Fund)
STATEMENT OF ADDITIONAL INFORMATION
September 24, 1999
This Statement of Additional Information relates specifically
to the proposed reorganization whereby WT Short/Intermediate Bond Portfolio ("WT
Bond Portfolio") would acquire all of the assets of Short/Intermediate Bond
Portfolio solely in exchange for shares of equal value of WT Bond Portfolio.
This Statement of Additional Information consists of this cover page, the pro
forma financial statements of WT Bond Portfolio (giving effect to the
reorganization) for the fiscal year ended June 30, 1999, set forth on the
following pages, and the following described documents, each of which is
incorporated by reference herein:
(1) The Statement of Additional Information of WT Mutual Fund,
dated October 20, 1998;
(2) The Statement of Additional Information of The Rodney Square
Strategic Fixed-Income Fund, dated February 28, 1999;
(3) The Annual Reports to Shareholders of WT Mutual Fund and WT
Investment Trust I for the fiscal year ended June 30, 1999;
and
(4) The Annual Report to Shareholders of The Rodney Square
Strategic Fixed-Income Fund for the fiscal year ended June
30, 1999.
This Statement of Additional Information is not a prospectus
and should be read only in conjunction with the Prospectus/Proxy Statement dated
September 24, 1999 relating to the above-referenced matter. A copy of the
Prospectus/Proxy Statement may be obtained by calling toll-free 1-800-336-9970.
<PAGE>
PRO FORMA COMBINED SCHEDULE OF INVESTMENTS
WT SHORT/INTERMEDIATE BOND PORTFOLIO
SCHEDULE OF PORTFOLIO INVESTMENTS (UNAUDITED)
JUNE 30, 1999
<TABLE>
<CAPTION>
RODNEY SQUARE
SHORT/ WT SHORT/
INTERMEDIATE INTERMEDIATE PRO FORMA
BOND PORTFOLIO BOND PORTFOLIO COMBINED
DESCRIPTION RATE MATURITY PAR MARKET VALUE MARKET VALUE(1) MARKET VALUE
- ------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C>
CORPORATE BONDS 37.5%
BANKS -- 4.6%
AMSOUTH BANK ALABAMA RS 6.450% 2/1/18 $250,000 $237,500 $237,500
Bank of New York Co., Inc. RS 8.500% 12/15/04 400,000 430,000 430,000
Bank of New York Co., Inc. WT 8.5001 2/15/2004 300,000 $322,500 322,500
BankAmerica Corp. RS 6.750% 9/15/05 250,000 246,875 246,875
BankAmerica Corp. WT 6.7500 9/15/2005 500,000 493,750 493,750
CANADIAN IMPERIAL BANK RS 6.200% 8/1/00 500,000 501,352 501,352
First Tennessee Bank WT 5.7501 2/01/2008 300,000 272,625 272,625
NATIONAL CITY BANK CLEVELAND RS 6.500% 5/1/03 1,200,000 1,206,000 1,206,000
NationsBank Corp. WT 6.5000 8/15/2003 1,000,000 995,000 995,000
ST. GEORGE BANK. LTD RS 7.150% 6/18/07 750,000 744,375 744,375
UBS-NY RS 7.250% 7/15/06 800,000 805,000 805,000
Wachovia Corp. WT 6.7000 6/21/2004 750,000 754,688 754,688
--------------------------------------
4,171,102 2,838,563 7,009,665
--------------------------------------
FINANCIAL -- 14.5%
ABBEY NATIONAL PLC RS 6.690% 10/17/05 675,000 665,719 665,719
ASSOCIATES CORP. OF N. AMERICA RS 8.550% 7/15/09 700,000 770,875 770,875
ASSOCIATES CORP. OF N. AMERICA RS 6.750% 8/1/01 900,000 909,000 909,000
Bear Stearns Co., Inc. WT 6.5000 8/01/2002 1,000,000 996,250 996,250
Bear Stearns Co., Inc. RS 6.625% 10/1/04 850,000 836,188 836,188
COMMERCIAL CREDIT RS 8.700% 6/15/09 850,000 942,438 942,438
CRESTAR FIN. CORP. RS 6.500% 1/15/08 700,000 681,625 681,625
FIRST CHICAGO NOTES RS 7.625% 1/15/03 400,000 411,500 411,500
FIRST UNION CORP. RS 6.824% 8/1/26 200,000 202,276 202,276
Ford Motor Credit Co. RS 7.750% 11/15/02 300,000 310,875 310,875
Ford Motor Credit Co. WT 7.0000 9/25/2001 1,000,000 1,013,750 1,013,750
FORD MOTOR CREDIT GLOBAL RS 7.000% 9/25/01 400,000 405,500 405,500
GE CAPITAL MORTGAGE SERVICES RS 8.125% 5/15/12 250,000 275,313 275,313
General Motors Acceptance Corp. WT 6.7500 2/07/2002 1,000,000 1,007,500 1,007,500
General Motors Acceptance Corp. RS 7.000% 8/15/01 1,650,000 1,670,625 1,670,625
Household Finance Corp. WT 7.2500 7/15/2003 1,000,000 1,018,750 1,018,750
J. P. Morgan & Co., Inc. WT 6.0000 1/15/2009 1,800,000 1,669,500 1,669,500
LEHMAN BROS. HOLDINGS, INC. RS 6.500% 10/1/02 600,000 589,500 589,500
Lehman Brothers WT 7.3750 5/15/2004 500,000 504,375 504,375
Lehman Brothers WT 6.6250 2/05/2006 1,000,000 957,500 957,500
LEHMAN BROTHERS RS 6.625% 2/5/06 725,000 694,188 694,188
LEHMAN BROTHERS HOLDINGS RS 7.375% 5/15/04 700,000 706,125 706,125
Merrill Lynch & Co., Inc. RS 6.000% 2/17/09 800,000 738,000 738,000
Merrill Lynch & Co., Inc. WT 6.0000 2/17/2009 500,000 461,250 461,250
Morgan Stanley Dean Witter & Co. WT 6.8750 3/01/2007 1,000,000 996,250 996,250
MORGAN STANLEY DEAN WITTER DIS RS 6.750% 3/4/03 950,000 955,938 955,938
NORWEST FINANCIAL, INC. RS 6.375% 11/15/01 750,000 750,938 750,938
PITNEY BOWES CREDIT CORP. RS 6.625% 6/1/02 800,000 809,000 809,000
USL CAPITAL CORP. RS 5.790% 1/23/01 300,000 297,750 297,750
---------------------------------------
13,623,370 8,625,125 22,248,495
---------------------------------------
INDUSTRIAL -- 10.2%
ALLIED SIGNAL RS 8.000% 5/15/06 500,000 525,175 525,175
AMOCO COMPANY RS 6.250% 10/15/04 400,000 397,500 397,500
ANHEUSER BUSCH RS 5.375% 9/15/08 400,000 366,500 366,500
Bausch & Lomb, Inc. RS 6.375% 8/1/13 500,000 486,250 486,250
Bausch & Lomb, Inc. WT 6.3750 8/01/2003 450,000 437,625 437,625
Bausch & Lomb, Inc. WT 6.7501 2/15/2004 1,000,000 973,750 973,750
COCA COLA ENTERPRISES RS 6.000% 3/15/01 750,000 746,250 746,250
Dayton Hudson Corp. WT 6.4000 2/15/2003 1,200,000 1,200,000 1,200,000
EG&G, Inc. WT 6.8001 0/15/2005 1,000,000 1,006,250 1,006,250
ELF AQUITANE RS 8.000% 10/15/01 300,000 311,250 311,250
Hanson PLC WT 7.3750 1/15/2003 1,000,000 1,021,250 1,021,250
IBM Corp. WT 5.1001 1/10/2003 500,000 475,000 475,000
Ingersoll Rand WT 6.0150 2/15/2001 600,000 599,166 599,166
INGERSOLL RAND 2/15/28 6.015% RS 6.015% 2/15/28 700,000 699,027 699,027
J Seagram & Sons WT 6.2501 2/15/2001 350,000 348,250 348,250
J SEAGRAM & SONS RS 6.250% 12/15/01 600,000 597,000 597,000
Nabisco, Inc. RS 6.125% 2/1/03 1,100,000 1,071,125 1,071,125
Nabisco, Inc. WT 6.0000 2/15/2001 500,000 496,250 496,250
Nabisco, Inc. WT 6.1250 2/01/2003 500,000 486,875 486,875
Nabisco, Inc. RS 6.000% 2/15/01 500,000 496,250 496,250
Penney ( J.C.) Co. WT 6.1251 1/15/2003 1,000,000 975,000 975,000
Praxair, Inc. WT 6.7500 3/01/2003 1,000,000 1,002,500 1,002,500
Walt Disney Co. WT 5.6201 2/01/2008 1,000,000 927,500 927,500
---------------------------------------
5,696,327 9,949,416 15,645,743
---------------------------------------
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
RODNEY SQUARE
SHORT/ WT SHORT/
INTERMEDIATE INTERMEDIATE PRO FORMA
BOND PORTFOLIO BOND PORTFOLIO COMBINED
DESCRIPTION RATE MATURITY PAR MARKET VALUE MARKET VALUE(1) MARKET VALUE
- ------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C>
NATIONAL GOVERNMENT -- 1.4%
Export-Import Bank of Korea WT 7.1000 3/15/2002 300,000 297,375 297,375
KOREA EXPORT - IMPORT BANK RS 7.100% 3/15/07 600,000 594,750 594,750
REP. OF KOREA RS 8.750% 4/15/03 750,000 783,750 783,750
Republic of Korea WT 8.7500 4/15/2003 500,000 522,500 522,500
---------------------------------------
1,378,500 819,875 2,198,375
---------------------------------------
TELECOMMUNICATIONS -- 3.1%
Cable & Wireless Communications RS 6.625% 3/6/05 1,000,000 975,000 975,000
Cable & Wireless Communications WT 6.3750 3/06/2003 1,000,000 982,500 982,500
Cable & Wireless Communications WT 6.6250 3/06/2005 350,000 341,250 341,250
GTE SOUTHWEST RS 6.540% 12/1/05 1,000,000 982,500 982,500
NORTHWESTERN BELL
TELEPHONE CO RS 9.500% 5/1/00 500,000 513,750 513,750
UNITED TELECOM RS 9.500% 4/1/03 900,000 986,625 986,625
---------------------------------------
3,457,875 1,323,750 4,781,625
---------------------------------------
TRANSPORTATION -- 0.6%
NORFOLK SOURTHERN CORP RS 7.350% 5/15/07 500,000 510,625 510,625
Norfolk Southern Corp. WT 7.3500 5/15/2007 450,000 459,562 459,562
---------------------------------------
510,625 459,562 970,187
---------------------------------------
UTILITIES -- 3.1%
CENTRAL ILLINOIS PUBLIC SERVIC RS 6.730% 6/1/01 700,000 709,625 709,625
Citizens Utilities Co. WT 7.6000 6/01/2006 1,000,000 1,035,000 1,035,000
HAWAIIAN ELECTRIC RS 6.490% 6/12/02 550,000 545,188 545,188
OHIO POWER CO. RS 6.730% 11/1/04 400,000 399,000 399,000
Oklahoma Gas & Electric WT 6.5000 7/15/2004 500,000 504,375 504,375
Oklahoma Gas & Electric RS 6.500% 7/15/17 500,000 504,375 504,375
Southern California Edison WT 5.8750 1/15/2001 1,000,000 997,500 997,500
---------------------------------------
2,158,188 2,536,875 4,695,063
---------------------------------------
TOTAL CORPORATE BONDS
(Cost $58,653,844) 30,995,986 26,553,166 57,549,152
---------------------------------------
ASSET BACKED SECURITIES -- 12.7%
ADVANTA 93-3 RS 5.550% 1/25/25 107,371 102,163 102,163
ADVANTA MORTGAGE LOAN TRUST RS 6.730% 8/25/23 500,000 475,719 475,719
AFC HOME EQUITY LOAN TRUST RS 7.740% 9/25/27 1,699,641 1,680,006 1,680,006
Contimortgage Home Equity Loan
Trust Series 1998-2, Cl. A5 RS 6.280% 9/15/16 800,000 792,248 792,248
Contimortgage Home Equity Loan
Trust Series 1998-2, Cl. A5 RS 6.690% 1/15/16 499,996 518,805 518,805
Contimortgage Home Equity Loan
Trust Series 1998-2, Cl. A5 WT 6.2800 9/15/2016 500,000 495,155 495,155
Contimortgage Home Equity Loan
Trust Series 1999-2, Cl. A4 WT 6.4800 7/25/2023 1,000,000 983,580 983,580
CROWN HOME EQUITY LOAN TRUST RS 7.150% 8/25/12 1,000,000 962,411 962,411
Federal National Mortgage Association
Notes RS 8.100% 4/25/25 1,371,503 1,399,366 1,399,366
FIRST PLUS HOME LOAN TRUST RS 7.850% 8/20/13 499,852 511,727 511,727
FIRST SIERRA EQUIPMENT RS 5.628% 8/12/04 700,000 684,292 684,292
FIRST SIERRA EQUIPMENT WT 5.6280 8/12/2004 800,000 782,048 782,048
FUND AMERICA INVESTORS CORP. RS 5.400% 9/25/09 30,303 29,209 29,209
GE CAPITAL MORTGAGE SERVICES RS 7.940% 6/25/14 1,000,000 1,002,652 1,002,652
GREEN TREE FINANCIAL CORP. RS 8.300% 5/15/26 925,000 973,294 973,294
GREEN TREE HOME IMPROVEMENT RS 6.900% 1/15/28 425,000 428,241 428,241
GREEN TREE LEASE FINANCE RS 6.170% 9/20/05 808,319 806,709 806,709
Greenpoint Manufactured Housing,
Ser. 1999-1, Cl. A2 WT 6.0100 8/15/2015 1,000,000 986,349 986,349
IMC HOME EQUITY LOAN TRUST RS 6.900% 1/20/22 900,000 899,028 899,028
MBNA MASTER CREDIT CARD TRUST RS 6.600% 1/15/03 800,000 807,200 807,200
OAKWOOD MORTGAGE INVESTORS RS 6.150% 7/15/11 900,000 900,057 900,057
SEARS CREDIT ACCOUNT MASTER RS 8.100% 6/15/04 633,333 645,100 645,100
THE MONEY STORE HOME
EQTY TRST RS 7.910% 5/15/24 750,000 759,255 759,255
THE MONEY STORE HOME
EQTY TRST RS 7.550% 1/15/18 332,483 345,725 345,725
UCFC HE EQ 6.005% 9/15/14 RS 6.005% 9/15/14 1,000,000 980,343 980,343
VANDERBILT MORTGAGE FINANCE RS 6.850% 4/7/26 500,000 497,321 497,321
---------------------------------------
TOTAL ASSET BACKED SECURITIES
(Cost $19,741,374) 16,200,871 3,247,132 19,448,003
---------------------------------------
MORTGAGE-BACKED SECURITIES -- 4.3%
Federal Home Loan Mortgage Corp.
Notes WT 5.7500 9/15/2011 400,000 386,089 386,089
Federal Home Loan Mortgage Corp.
Notes RS 5.750% 9/15/11 1,250,000 1,206,529 1,206,529
Federal National Mortgage Association
Notes WT 6.1150 2/25/2029 500,000 485,680 485,680
Federal National Mortgage Association
Notes RS 6.000% 2/1/06 230,145 223,816 223,816
Federal National Mortgage Association
Notes RS 6.000% 1/1/06 516,426 502,224 502,224
Federal National Mortgage Association
Notes RS 6.500% 7/25/02 265,038 263,609 263,609
Federal National Mortgage Association
Notes RS 6.500% 7/25/28 500,000 500,816 500,816
Federal National Mortgage Association
Notes, Gold 7 Yr. WT 6.0000 2/01/2006 392,870 382,066 382,066
Federal National Mortgage Association
Notes, Ser. 1993-50, Cl. D WT 6.2500 7/25/2004 400,000 396,108 396,108
FGOLD 5 YR BALLOON RS 7.000% 5/1/00 326,652 328,183 328,183
FHLMC GOLD 15 YEAR RS 6.000% 1/1/13 1,048,117 1,011,761 1,011,761
FHLMC2073 PJ (PAC) RS 6.000% 10/15/23 500,000 482,510 482,510
FNR 99-W5 RS 6.115% 2/25/29 500,000 485,680 485,680
---------------------------------------
TOTAL MORTGAGE-BACKED SECURITIES
(Cost $6,824,127) 5,005,128 1,649,943 6,655,071
---------------------------------------
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
RODNEY SQUARE
SHORT/ WT SHORT/
INTERMEDIATE INTERMEDIATE PRO FORMA
BOND PORTFOLIO BOND PORTFOLIO COMBINED
DESCRIPTION RATE MATURITY PAR MARKET VALUE MARKET VALUE(1) MARKET VALUE
- ------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C>
U.S. GOVERNMENT AGENCY OBLIGATIONS -- 11.4%
Federal Home Loan Bank Notes -- 1.4%
FEDERAL HOME LOAN BANK RS 5.800% 8/24/01 1,000,000 997,327 997,327
FEDERAL HOME LOAN BANK RS 6.405% 4/10/01 300,000 302,936 302,936
FEDERAL HOME LOAN BANK RS 5.250% 4/25/02 900,000 883,801 883,801
---------------------------------------
2,184,063 -- 2,184,063
---------------------------------------
FEDERAL HOME LOAN MORTGAGE CORPORATION NOTES -- 0.9% Federal Home Loan Mortgage
Corp.
Notes RS 7.050% 6/8/05 500,000 500,814 500,814
Federal Home Loan Mortgage Corp.
Notes RS 5.950% 1/19/06 850,000 829,758 829,758
---------------------------------------
1,330,572 -- 1,330,572
---------------------------------------
FEDERAL NATIONAL MORTGAGE ASSOCIATION NOTES -- 9.1%
Federal National Mortgage Association
Notes WT 5.7500 6/15/2005 1,500,000 1,473,325 1,473,325
Federal National Mortgage Association
Notes WT 5.4200 1/23/2001 1,000,000 994,657 994,657
Federal National Mortgage Association
Notes WT 6.2000 6/26/2000 5,250,000 5,288,029 5,288,029
Federal National Mortgage Association
Notes WT 5.1250 2/13/2004 558,000 536,355 536,355
Federal National Mortgage Association
Notes RS 5.750% 6/15/05 800,000 785,773 785,773
Federal National Mortgage Association
Notes RS 6.410% 2/6/02 650,000 657,206 657,206
Federal National Mortgage Association
Notes RS 6.000% 9/24/08 600,000 558,471 558,471
Federal National Mortgage Association
Notes RS 6.160% 7/9/08 1,275,000 1,219,785 1,219,785
Federal National Mortgage Association
Notes RS 5.780% 2/12/03 750,000 736,799 736,799
Federal National Mortgage Association
Notes RS 7.000% 6/25/07 600,000 606,384 606,384
Federal National Mortgage Association
Notes RS 6.560% 12/10/07 1,100,000 1,085,268 1,085,268
---------------------------------------
5,649,686 8,292,366 13,942,052
---------------------------------------
TOTAL U.S. GOVERNMENT AGENCY OBLIGATIONS
($17,615,839) 9,164,322 8,292,366 17,456,688
---------------------------------------
U.S. TREASURY OBLIGATIONS -- 32.5%
U.S TREASURY BOND RS 11.750% 2/15/10 650,000 822,134 822,134
U.S TREASURY BOND RS 7.250% 5/15/16 750,000 824,480 824,480
U.S. Treasury Bonds WT 10.375 11/15/2012 2,700,000 3,431,660 3,431,660
U.S. Treasury Notes WT 5.875 11/15/1999 1,600,000 1,604,661 1,604,661
U.S. Treasury Notes WT 5.750 10/31/2000 2,400,000 2,411,060 2,411,060
U.S. Treasury Notes WT 6.125 12/31/2001 1,000,000 1,010,687 1,010,687
U.S. Treasury Notes WT 5.625 05/15/2008 900,000 881,242 881,242
U.S. Treasury Notes RS 6.125% 8/15/07 1,250,000 1,263,039 1,263,039
U.S. Treasury Notes RS 6.250% 6/30/02 500,000 507,341 507,341
U.S. Treasury Notes RS 6.500% 5/15/05 300,000 308,459 308,459
U.S. Treasury Notes RS 7.500% 11/15/01 350,000 364,154 364,154
U.S. Treasury Notes RS 5.750% 10/31/02 1,600,000 1,600,813 1,600,813
U.S. Treasury Notes RS 7.250% 5/15/04 550,000 582,076 582,076
U.S. Treasury Notes RS 6.750% 4/30/00 800,000 809,627 809,627
U.S. Treasury Notes RS 6.250% 5/31/00 300,000 302,523 302,523
U.S. Treasury Notes RS 5.500% 12/31/00 700,000 700,495 700,495
U.S. Treasury Notes RS 6.625% 7/31/01 600,000 611,660 611,660
U.S. Treasury Notes RS 8.750% 8/15/00 150,000 155,494 155,494
U.S. Treasury Notes RS 6.500% 8/31/01 3,150,000 3,204,835 3,204,835
U.S. Treasury Notes RS 6.125% 12/31/01 400,000 404,275 404,275
U.S. Treasury Notes RS 6.250% 1/31/02 1,000,000 1,013,934 1,013,934
U.S. Treasury Notes RS 6.250% 2/28/02 1,500,000 1,520,362 1,520,362
U.S. Treasury Notes RS 5.875% 7/31/99 500,000 500,459 500,459
U.S. Treasury Notes RS 6.000% 7/31/02 400,000 403,326 403,326
U.S. Treasury Notes RS 5.750% 11/30/02 1,500,000 1,499,455 1,499,455
U.S. Treasury Notes RS 5.625% 5/15/08 800,000 783,326 783,326
U.S. Treasury Notes RS 6.250% 2/15/07 1,650,000 1,680,831 1,680,831
U.S. Treasury Notes WT 6.2500 4/30/2001 2,350,000 2,380,091 2,380,091
U.S. Treasury Notes WT 5.875 11/30/2001 3,750,000 3,768,588 3,768,588
U.S. Treasury Notes WT 6.250 06/30/2002 2,350,000 2,384,503 2,384,503
U.S. Treasury Notes WT 7.500 02/15/2005 1,500,000 1,610,887 1,610,887
U.S. Treasury Notes WT 6.500 10/15/2006 3,600,000 3,715,200 3,715,200
U.S. Treasury Notes WT 6.125 08/15/2007 350,000 353,651 353,651
U.S. Treasury Notes RS 5.875% 2/15/04 150,000 150,465 150,465
U.S. Treasury Notes RS 6.875% 3/31/00 700,000 708,630 708,630
U.S. Treasury Notes RS 7.000% 7/15/06 1,500,000 1,588,506 1,588,506
U.S. Treasury Notes RS 6.875% 5/15/06 2,000,000 2,105,118 2,105,118
U.S. Treasury Notes RS 5.500% 1/31/03 1,850,000 1,833,938 1,833,938
---------------------------------------
TOTAL U.S. TREASURY OBLIGATIONS
(Cost $50,363,621) 26,249,756 23,552,230 49,801,986
---------------------------------------
COMERCIAL PAPER -- 1.7%
ASSOCIATES CORP. OF N. AMERICA RS 5.711% 7/1/99 1,336,531 1,336,531 1,336,531
ASSOCIATES CORP. OF N. AMERICA WT 5.7110 7/01/1999 1,195,970 1,195,970 1,195,970
---------------------------------------
TOTAL COMMERCIAL PAPER
(Cost $2,532,501) 1,336,531 1,195,970 2,532,501
---------------------------------------
TOTAL INVESTMENTS (Market Value) $88,952,594 $64,490,807 $153,443,401
---------------------------------------
Total Investments (Cost) $90,545,995 $65,185,311 $155,731,306
---------------------------------------
<FN>
(1)The investment information shown for the WT Short/intermediate Bond
Portfolio (the WT Portfolio) represents the holdings of the WT
Short/Intermediate Bond Series (the Master Series). As of June 30, 1999, the
WT Portfolio owned approximately 99.9% of the ownership interest in the
Master Series. As of June 30, 1999, the WT Portfolio's investment in the
Master Series, primarily comprised of the investment portfolio and interest
receivable, was $65,194,156.
</FN>
</TABLE>
The accompanying notes are an integral part of the financial statements
<PAGE>
WT SHORT/INTERMEDIATE BOND PORTFOLIO
- --------------------------------------------------------------------------------
PRO FORMA STATEMENT OF ASSET AND LIABILITIES (Unaudited)
June 30, 1999
<TABLE>
<CAPTION>
RODNEY SQUARE WT
SHORT/ SHORT/
INTERMEDIATE INTERMEDIATE
BOND BOND
PORTFOLIO PORTFOLIO ADJUSTMENTS* COMBINED
--------------------------------------------------------------------------
<S> <C> <C> <C> <C>
ASSETS:
Investments in securities, at market $ 88,952,594 $(88,952,594) $ -
Investment in Master Series $ 65,194,156 90,202,113 155,396,269
Receivables:
Interest 1,256,634 - (1,256,634) -
Fund shares purchased 9,668 6,973 16,641
Other assets 22 1,005 1,027
--------------------------------------------------------------------
Total assets 90,218,918 65,202,134 (7,115) 155,413,937
--------------------------------------------------------------------
LIABILITIES:
Due to Adviser 16,783 - (16,783) -
Payables:
Dividends to shareholders 410,397 294,197 704,594
Fund shares redeemed 392,165 - 392,165
Payable for investment in Master Series - 6,973 9,668 16,641
Other accrued expenses 17,073 13,611 30,684
--------------------------------------------------------------------
Total liabilities 836,418 314,781 (7,115) 1,144,084
--------------------------------------------------------------------
NET ASSETS, at market value $ 89,382,500 $ 64,887,353 $ - $154,269,853
====================================================================
NET ASSETS CONSIST OF:
Paid-in capital $ 90,760,602 $ 65,512,555 $ $156,273,157
Accumulated net realized gain 215,299 68,288 283,587
Net unrealized appreciation (depreciation)
of investments (1,593,401) (693,490) (2,286,891)
--------------------------------------------------------------------
NET ASSETS $ 89,382,500 $ 64,887,353 $ - $154,269,853
====================================================================
Shares of beneficial Interest outstanding 6,955,099 6,587,413 2,119,266 15,661,778
--------------------------------------------------------------------
NET ASSET VALUE, offering and redemption price per share $12.85 $9.85 $9.85
====================================================================
</TABLE>
* Reflects the investment of the Rodney Square Short/Intermediate Bond
Portfolio investments, including related assets and liabilities, in the
Master Series.
The accompanying notes are an integral part of the financial statements
<PAGE>
WT SHORT/INTERMEDIATE BOND PORTFOLIO
- --------------------------------------------------------------------------------
PROFORMA STATEMENT OF OPERATIONS (Unaudited)
For the period July 1, 1998 through June 30, 1999
<TABLE>
<CAPTION>
Rodney Square WT
Short/Intermediate Short/Intermediate
Bond Portfolio Bond Portfolio Adjustments* Combined
-------------------- -------------------- --------------------- -----------------
<S> <C> <C> <C> <C>
INCOME $5,588,408 $3,686,525 $0 $9,274,933
- ------
EXPENSES
MASTER EXPENSES
Management Fee 324,702 255,438 (31,007) 549,133
Admin/Acctg Fee (PFPC) 99,772 105,262 (41,139) 163,895
Custodian Fee 19,121 11,862 - 30,983
Trustees' Fees and Expenses 4,127 7,127 (2,254) 9,000
Professional Fees 80,268 16,146 (10,958) 85,456
Printing 15,441 - - 15,441
Other 2,971 5,156 - 8,127
FEEDER EXPENSES
Administration Fee - 12,722 (12,722) -
Transfer Agent Fee 35,679 17,355 - 53,034
Trustees' Fees and Expenses - 7,201 - 7,201
Amort of Organizational exp - 6,815 - 6,815
Registration Fees 35,739 5,510 (21,249) 20,000
Professional Fees - 6,678 - 6,678
Other - 2,280 - 2,280
Reorganization expenses - - 30,000 30,000
-------------------- -------------------- --------------------- -----------------
Gross Expenses 617,819 459,552 (89,329) 988,042
Less: Mgmt Fee Waiver/Reimb (107,573) (141,492) 123,946 (125,119)
-------------------- -------------------- --------------------- -----------------
NET EXPENSES 510,246 318,060 34,617 862,923
==================== ==================== ===================== =================
NET INVESTMENT INCOME $5,078,162 $3,368,465 ($34,617) $8,412,010
==================== ==================== ===================== =================
<FN>
* Reflects the anticipated costs and savings of the reorganization
</FN>
</TABLE>
The accompanying notes are an integral part of the financial statements
<PAGE>
WT Mutual Fund
Short/Intermediate Bond Portfolio
Notes to Pro Forma Financial Statements
June 30, 1999
(Unaudited)
NOTE 1 - DESCRIPTION OF THE FUND
The WT Short/Intermediate Bond Portfolio (the "WT Portfolio") is a series of WT
Mutual Fund (the "Fund"), an open end, management investment company organized
as a Delaware business trust and registered under the Investment Company Act of
1940. The Fund currently has three series in operations. These pro forma
financial statements pertain only to the WT Portfolio.
Unlike other investment companies which directly acquire and manage their own
portfolio of securities, the WT Portfolio seeks to achieve its investment
objective by investing all of its investable assets in a corresponding series of
shares of WT Investment Trust I (the "Master Series") an open end, management
investment company having the same investment objective, policies and
limitations as the WT Portfolio. As of June 30, 1999, the WT Portfolio owned
approximately 99.9% of the ownership interest in the Master Series.
NOTE 2 - BASIS OF PRO FORMA PRESENTATION
The pro forma financial statements, including the pro forma schedule of
investments give effect to the proposed acquisition of the assets of Rodney
Square Strategic Fixed-Income Fund - Short/Intermediate Bond Portfolio (the "RS
Portfolio") by the WT Portfolio. They should be read in conjunction with the
financial statements and schedules of investments of the WT Portfolio and the RS
Portfolio which are included in their respective Annual Reports dated June 30,
1999.
Under the terms of the Agreement and Plan of Reorganization, the combination of
the WT Portfolio and the RS Portfolio will be treated as a tax-free business
combination. The acquisition would be accomplished by an exchange of shares of
WT Portfolio for the net assets of the RS Portfolio and the distribution of WT
Portfolio shares to the RS Portfolio shareholders. The information contained
herein is based on the historical experience of each Portfolio and is designed
to permit the shareholders of the consolidating mutual funds to evaluate the
financial effect of the proposed reorganization.
The pro forma statement of assets and liabilities reflects the combination of
net assets and changes in fund shares as if the merger had taken place on June
30, 1999.
The pro forma statement of operations reflects adjustments as if the combination
took place on July 1, 1998. The adjustments reflect changes made to the advisory
fee, expense waiver and other contractual changes that will not be effective
until November 1, 1999 and reductions in other expenses for duplicated services
which will be recurring in nature. In addition, estimated (non-recurring)
expenses related to the reorganization which will be borne by the Portfolios
have been included.
The following notes refer to the pro forma financial statements as if the above
mentioned combination and contractual changes took place on July 1, 1998.
NOTE 3 - SIGNIFICANT ACCOUNTING POLICIES
Significant Accounting Policies. The following is a summary of the significant
accounting policies of the WT Portfolio:
<PAGE>
SECURITY VALUATION. Valuation of the WT Portfolio is based on the underlying
securities held in the Master Series. The WT Portfolio is allocated its
portion of the Master Series securities' market value based upon its
ownership interest. Securities held by the Master Series which are listed on
a securities exchange and for which market quotations are available are
valued at the last quoted sales price, or, if there is no such reported sale,
are valued at the mean between the most recent bid and asked prices. Unlisted
securities for which market quotations are readily available are valued at
the most recent bid prices. Securities with a remaining maturity of 60 days
or less are valued at amortized cost, which approximates market value, unless
the Board of Trustees determines that this does not represent fair value.
Securities that do not have a readily available current market value are
valued in good faith under the direction of the Board of Trustees of the
Fund.
FEDERAL INCOME TAXES. The WT Portfolio intends to continue to qualify as a
"regulated investment company" under Subchapter M of the Internal Revenue
Code of 1986, as amended, and to distribute all of its taxable and tax-exempt
income to its shareholders. Therefore, no federal income tax provision has
been made in the financial statements. The Master Series is treated as a
partnership for Federal income tax purposes. Income, expenses and investment
gains and losses are deemed to be "passed through" to each partner.
Accordingly, no tax provision is required for the Master Series.
INVESTMENT INCOME AND DIVIDENDS TO SHAREHOLDERS. Interest income (including
amortization of discount and premium) is accrued daily. Investment security
transactions are accounted for on a trade date basis. The specific
identification method is used for determining realized gain and loss on
investments for both financial and federal income tax reporting purposes.
All of the Master Series net investment income and realized and unrealized
gains (losses) from security transactions are allocated pro rata to each
partner. Dividends to shareholders of the WT Portfolio are declared daily
from net investment income and paid to shareholders monthly. Distributions
from net realized gains on investments, if any, are declared and paid
annually in December.
USE OF ESTIMATES IN THE PREPARATION OF FINANCIAL STATEMENTS. The preparation
of financial statements in conformity with generally accepted accounting
principles requires management to make estimates and assumptions that affect
the reported amounts of assets and liabilities and disclosure of contingent
assets and liabilities at the date of the financial statements and the
reported amounts of revenue and expenses during the reporting period. Actual
results could differ from those estimates.
NOTE 4 - MANAGEMENT FEES
Wilmington Trust Company ("WTC"), a wholly owned subsidiary of Wilmington Trust
Corporation, provides advisory and other services to the Master Series. For
these services, WTC receives a fee at the annual rate of .35% of average daily
net assets. WTC has agreed to waive all or a portion of its fee and assume
certain portfolio operating expenses (excluding taxes, extraordinary expenses,
brokerage commissions and interest) in an amount that will limit annual
operating expenses to not more than .55% of average daily net assets.
PFPC Inc. provides administration, accounting and transfer agent services to the
WT Portfolio and the Master Series pursuant to separate Administration,
Accounting and Transfer Agent agreements.
<PAGE>
1
PART C
OTHER INFORMATION
Item 15. Indemnification.
Reference is made to Article VII of the Registrant's Agreement
and Declaration of Trust and to Article X of the Registrant's By-Laws, which are
incorporated herein by reference (See Item 16(1) below). Pursuant to Rule 484
under the Securities Act of 1933, as amended, the Registrant furnishes the
following undertaking:
"Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to trustees, officers and controlling
person of the Registrant pursuant to the foregoing provisions, or otherwise, the
Registrant has been advised that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as expressed in the Act
and is, therefore, unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by the Registrant of expenses
incurred or paid by a trustee, officer or controlling person of the Registrant
in the successful defense of any action, suit or proceeding) is asserted by such
trustee, officer or controlling person in connection with the securities being
registered. The Registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Act and will be governed by the final adjudication of
such issue."
Item 16. Exhibits
EXHIBIT
NUMBER DESCRIPTION
(1) (a) Agreement and Declaration of Trust(1)
(b) Certificate of Trust(1)
(c) Certificate of Amendment to Certificate of Trust
dated October 7, 1994(2)
(d) Certificate of Amendment to Certificate of Trust
dated October 20, 1998(6)
(2) Bylaws(1)
(3) Not applicable
<PAGE>
2
(4) A copy of the Agreement and Plan of Reorganization is filed in
Registant's Form N-14 as Appendix B of the Prospectus/Proxy
Statement.
(5) Provisions of instruments defining the rights of holders of
Registrant's securities are contained in the Agreement and
Declaration of Trust Articles III and V and in the By-laws
Articles II and VII.
(6) Form of Investment Advisory Agreement between Registrant and
Wilmington Trust Company(5)
(7) Distribution Agreement between Registrant and Provident
Distributors, Inc. dated February 25, 1998(5)
(8) None
(9) Custody Agreement between Registrant and Wilmington Trust
Company (1)
(a) Assignment Agreement with PNC Bank N.A. dated January
1998(6)
(10) 12b-1 Plan -- Not Applicable
(11) Opinion and Consent of Pepper Hamilton LLP as to the legality
of the securities being registered is filed herewith
(12) (a) Opinion and Consent of Pepper Hamilton LLP
regarding certain tax matters in connection with
Short/Intermediate Bond Portfolio is filed herewith
(b) Opinion and Consent of Pepper Hamilton LLP regarding
certain tax matters in connection with WT
Short/Intermediate Bond Portfolio is filed
herewith
(13) (a) Transfer Agency Agreement with Rodney Square
Management Corporation dated February 19, 1997(2)
(b) Accounting Services Agreement with Rodney Square
Management Corporation dated February 19, 1997(2)
(c) Administration Agreement with Rodney Square
Management Corporation dated February 19, 1997(5)
<PAGE>
3
(d) Assignment Agreement dated January 5, 1998, among the
Registrant, Rodney Square Management Corporation and
PFPC Inc. with respect to the Administration
Agreement(5)
(e) Assignment Agreement dated January 5, 1998, among the
Registrant, Rodney Square Management Corporation and
PFPC Inc. with respect to the Accounting Services
Agreement(5)
(f) Assignment Agreement dated January 5, 1998, among the
Registrant, Rodney Square Management Corporation and
PFPC Inc. with respect to the Transfer Agency
Agreement filed herewith(5)
(14) Consent of Ernst & Young LLP is filed herewith
(15) Financial Statements -- None
(16) Powers of Attorney are filed herewith
(17) Form of Proxy -- previously filed with the Commission on Form
N-14 on August 25, 1999 and incorporated herein by reference
------------------------------------------
(1) Previously filed with the Securities and Exchange Commission
on Form N-1A on July 25, 1994 and incorporated herein by
reference.
(2) Previously filed with the Securities and Exchange Commission
with Pre-Effective Amendment No. 1 on Form N-1A on November
29, 1994 and incorporated herein by reference.
(3) Previously filed with the Securities and Exchange Commission
with Post-Effective Amendment No.4 on Form N-1A on February
28, 1997 and incorporated herein by reference.
(4) Previously filed with the Securities and Exchange Commission
with Post-Effective Amendment No.2 on Form N-1A on September
30, 1996 and incorporated herein by reference.
(5) Previously filed with the Securities and Exchange Commission
with Post-Effective Amendment No.6 on Form N-1A on September
30, 1998 and incorporated herein by reference.
<PAGE>
4
(6) Previously filed with the Securities and Exchange Commission
with Post-Effective Amendment No.8 on Form N-1A on August 12,
1999 and incorporated herein by reference.
Item 17. Undertakings.
(1) The undersigned Registrant agrees that prior to any public
reoffering of the securities registered through the use of a prospectus which is
part of this registration statement by any person or party who is deemed to be
an underwriter within the meaning of Rule 145(c) of the Securities Act of 1933
(1933 Act), the reoffering prospectus will contain the information called for by
the applicable registration form for reofferings by persons who may be deemed
underwriters, in addition to the information called for by the other items of
the applicable form.
(2) The undersigned Registrant agrees that every prospectus that is
filed under paragraph (1) above will be filed as a part of an amendment to the
registration statement and will not be used until the amendment is effective,
and that, in determining any liability under the 1933 Act, each post-effective
amendment shall be deemed to be a new registration statement for the securities
offered therein, and the offering of the securities at that time shall be deemed
to be the initial bona fide offering of them.
<PAGE>
5
SIGNATURES
As required by the Securities Act of 1933, as amended, this
Pre-Effective Ammendment Number 1 to the Registration Statement has been signed
on behalf of the Registrant, in the City of Wilmington and the State of
Delaware, on this 23rd day of September 1999.
WT Mutual Fund
By: /S/ROBERT J. CHRISTIAN
Robert J. Christian
President
Pursuant to the requirements of the Securities Act of 1933, this Pre-Effective
Amendment Number 1 to the Registration Statement has been signed below by the
following persons in the capacities and on the dates indicated.
SIGNATURE TITLE DATE
/S/ROBERT J. CHRISTIAN Trustee and President September 23, 1999
Robert J. Christian
/S/JOHN J. QUINDLEN* Trustee September 23, 1999
John J. Quindlen
/S/ROBERT H. ARNOLD* Trustee September 23, 1999
Robert H. Arnold
/S/NICHOLAS A. GIORDANO* Trustee September 23, 1999
Nicholas A. Giordano
/S/PAT COLLETTI* Vice President and September 23, 1999
Pat Colletti Treasurer
*By: /S/ROBERT J. CHRISTIAN
Robert J. Christian
Attorney-in-Fact (Pursuant to Powers of Attorney)
<PAGE>
6
EXHIBIT LIST
EXHIBIT
NUMBER DESCRIPTION
(11) Opinion and Consent of Pepper Hamilton LLP as to the legality of
the securities being registered
(12) Opinion and Consent of Pepper Hamilton LLP regarding tax
matters in connection with Short/Intermediate Bond Portfolio and
WT Short/Intermediate Bond Portfolio
(14) Consent of Ernst & Young LLP
(16) Powers of Attorney
PEPPER HAMILTON LLP
300 TWO LOGAN SQUARE
EIGHTEENTH AND ARCH STREETS
PHILADELPHIA, PA 19103-2799
(215)981-4000
September 23, 1999
WT Mutual Fund
1100 North Market Street
Wilmington, DE 19890
Re: REGISTRATION STATEMENT ON FORM N-14
Ladies and Gentlemen:
We have acted as counsel to WT Mutual Fund (the "Trust"), a
business trust formed and existing under the Delaware Business Trust Act (the
"DBTA") and registered as an open-end management company under the Investment
Company Act of 1940 (the "1940 Act"), in connection with the proposed Agreement
and Plan of Reorganization between the Trust, acting on behalf of the Wilmington
Short/Intermediate Bond Portfolio series of the Trust (the "WT Portfolio"), and
Rodney Square Strategic Fixed-Income Fund, a Massachusetts business trust (the
"Rodney Square Fund"), acting on behalf of the Short/Intermediate Bond Portfolio
series of the Rodney Square Fund (the "RS Portfolio"). As used in this opinion
letter, the term "Agreement" refers to the Agreement and Plan of Reorganization
described in the preceding sentence in the form filed with the Registration
Statement (as defined below). The Agreement provides for the issuance by the
Trust of Institutional class shares of the WT Portfolio (the "WT Portfolio
Shares") to the Rodney Square Fund, on behalf of the RS Portfolio, in exchange
for substantially all of the assets of the RS Portfolio.
As counsel to the Fund, you have requested that we render the
opinion set forth in this letter, and we are furnishing this opinion letter
pursuant to Item 16(11) of Form N-14 under the Securities Act of 1933 (the "1933
Act").
<PAGE>
EXHIBIT 11
WT Mutual Fund
Page 2
September 23, 1999
The Trust's Agreement and Declaration of Trust dated July 19,
1994, as amended to the date hereof (the "Trust Agreement") authorizes the Trust
to issue an unlimited number of shares of beneficial interest, $0.01 par value
per share, of the Trust (the "Trust Shares"), authorizes the Board of Trustees
of the Trust to designate series and classes of the Trust Shares and to allocate
Trust Shares among the series and classes so designated, and authorizes the
Trust to issue Trust Shares without issuing certificates representing the Trust
Shares. The Board of Trustees of the Trust has by resolutions designated the WT
Portfolio as a series of the Trust Shares and designated the WT Portfolio Shares
as a class of that series.
We have examined originals or copies, certified or otherwise
identified to our satisfaction, of (i) the Trust's Registration Statement on
Form N-14 (1933 Act Registration No. 333-85887) filed with the U.S. Securities
and Exchange Commission (the "Commission") on August 25, 1999, and Pre-Effective
Amendment Nol. 1 thereto, which is being filed with the Commission on September
23, 1999 (the "Registration Statement"), (ii) the Certificate of Trust of the
Trust dated June 1, 1994, as amended to the date hereof, (iii) the Trust
Agreement, (iv) the Fund's By-Laws, (v) the Agreement, (vi) certain resolutions
of the Board of Trustees relating to the designation and the offer, sale and
issuance of the WT Portfolio Shares and (vii) such other documents as we have
deemed necessary or appropriate for purposes of rendering the opinion set forth
in this letter.
In our examination, we have assumed the legal capacity of all
natural persons, the genuineness of all signatures, and the authenticity of all
documents submitted to us as certified or photostatic copies. As to any facts
material to the opinion expressed in this letter that we have not independently
established or verified, we have relied upon statements and representations of
officers and other representatives of the Trust. In addition, we have assumed
that (i) the Trust will remain a validly subsisting business trust under the
DBTA, registered as an open-end management company under the 1940 Act, (ii) the
Registration Statement will be declared effective and be effective under the
1933 Act upon the issuance of the WT Portfolio Shares pursuant to the Agreement,
(iii) the Agreement will have been executed and delivered by the Trust, on
behalf of the WT Portfolio, and the Rodney Square Fund, on behalf of the RS
Portfolio, prior to the issuance of the WT Portfolio Shares, (iv) the WT
Portfolio Shares will be issued and sold in accordance with the Registration
Statement and the Agreement and (v) the Trust will timely file a notice pursuant
to Rule 24f-2 under the 1940 Act and pay in full the fee due in connection
therewith with respect to the WT Portfolio Shares to be issued and sold pursuant
to the Registration Statement and the Agreement.
<PAGE>
EXHIBIT 11
WT Mutual Fund
Page 3
September 23, 1999
The law covered by this opinion letter is limited to the laws of the
State of Delaware and the federal laws of the United States of America.
We have rendered the opinion set forth in this letter with respect to
laws and regulations presently in effect. We assume no obligation to advise you
of any changes in law or regulation that may hereafter occur, whether such
changes are retroactively or prospectively applied, or to update this opinion
letter in any fashion to reflect any facts or circumstances that hereafter come
to our attention.
Based upon and subject to the foregoing examination information,
assumptions and qualifications, we are of the opinion that the WT Portfolio
Shares, when sold and issued pursuant to the Registration Statement and the
Agreement, will be legally outstanding, fully paid, and non-assessable shares of
beneficial interest of the Trust.
We hereby consent to the filing of this opinion with the Commission as
an exhibit to the Registration Statement and the references to this firm in the
Registration Statement. In giving this consent, we do not admit that we are in
the category of persons whose consent is required under Section 7 of the 1933
Act and the rules and regulations of the Commission thereunder.
As counsel to the Trust, we have furnished this opinion letter to you
in connection with the filing of the Registration Statement. Except as provided
in the immediately preceding paragraph, this opinion letter may not be used,
circulated, quoted or otherwise referred to for any purpose or relied upon by
any other person without the express written permission of this firm.
Very truly yours,
/s/ Pepper Hamilton LLP
EXHIBIT 12
PEPPER HAMILTON LLP
3000 TWO LOGAN SQUARE
EIGHTEENTH AND ARCH STREETS
PHILADELPHIA, PA 19103-2799
(215) 981-4000
SEPTEMBER 23, 1999
WT Mutual Fund
1100 North Market Street
Wilmington, DE 19890
RE: Registration Statement on Form N-14
Ladies and Genmtlemen:
With reference to the Registration Statement on Form N-14(the
"Registration Statement") to be filed by WT Mutual Funds (the "Trust"), a
Deleware business trust, with the Securities and Exchange Commission in
connection with the transaction contemplated by the Agreement and Plan of
Reorganization by and between the Trust acting on behalf of the Wilmington
Short/Intermediate Bond Portfolio Series of the Trust (the "WT Portfolio") and
Rodney Square Strategic Fixed-Income Fund, a Massachusetts business trust (the
"Rodney Square Fund"), acting on behalf of the Short/Intermediate Bond Portfolio
series of the Rodney Square Fund (the "RS Portfolio"), in the form filed with
the Registration Statement, we hereby confirm that the discussion set forth
under the caption "Federal Income Tax Consequences" in the Registration
Statement provides an accurate summary of the material federal income tax
consequences that would be generally relevant to the shareholders of RS
Portfolio receiving shares of the Trust in the proposed transaction contemplated
by the Agreement.
We hereby consent to the filing of this opinion as an Exhibit to
the Registration Statement and to the use of our name in the Registration
Statement. In giving such consent, we do not thereby admit that we are in the
category of persons whose consent is required under Section 7 of the Securities
Act of 1933, as amended, or the rules and regulations of the Securities and
Exchange Commission promulgated thereunder.
Very truly yours,
/s/Pepper Hamilton LLP
CONSENT OF INDEPENDENT AUDITORS
We consent to the reference to our firm under the captions "Experts" in the
Prospectus and Proxy Statement of Short/Intermediate Bond Portfolio and WT
Short/Intermediate Bond Portfolio, dated September 24, 1999, and "Financial
Statements" in the Statement of Additional Information of the Rodney Square
Strategic Fixed-Income Fund, dated February 28, 1999, and to the incorporation
by reference in this Pre-Effective Amendment Number 1 to the Registration
Statement (Form N-14)(No. 33-84762) of WT Mutual Fund, of our reports dated
August 9, 1999, included in the WT Mutual Fund 1999 Annual Report to
shareholders, our report dated August 3, 1999, included in the Rodney Square
Strategic Fixed-Income Fund 1999 Annual Report to shareholders and our report
dated December 4, 1998, included in the Rodney Square Strategic Fixed-Income
Fund 1998 Annual Report to shareholders.
ERNST & YOUNG LLP
Philadelphia, Pennsylvania
September 22, 1999
POWER OF ATTORNEY
-----------------
The undersigned Trustees and Officers of WT Mutual Fund (the "Trust")
hereby appoint Robert J. Christian and Joseph V. Del Raso, Esquire as
attorneys-in-fact and agents, in all capacities, to execute, and to file any and
all amendments to the Trust's Registration Statement on Form N-14 under the
Securities Act of 1933, covering the registration of shares of any series of the
Trust, including all exhibits and any and all documents required to be filed
with respect thereto with any regulatory authority. The undersigned grant to
said attorneys full authority to do every act necessary to be done in order to
effectuate the same as fully, to all intents and purposes, as he could do if
personally present, thereby ratifying all that said attorneys-in-fact and agents
may lawfully do or cause to be done by virtue hereof.
The undersigned Trustees and Officers hereby execute this Power of
Attorney as of this 20th day of August, 1999.
NAME TITLE
---- -----
/s/ Robert J. Christian
- ---------------------------- Trustee and President
Robert J. Christian
/s/ Robert H. Arnold
- ---------------------------- Trustee
Robert H. Arnold
/s/ Nicholas A. Giordano
- ---------------------------- Trustee
Nicholas A. Giordano
/s/ John J. Quindlen
- ---------------------------- Trustee
John J. Quindlen
/s/ Pat Colletti
- ---------------------------- Treasurer
Pat Colletti
