As filed with the Securities and Exchange Commission on October 4, 1999
Registration No. 33-84762
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM N-14
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
[ ] Pre-Effective Amendment No.__ [ ] 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.
<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
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
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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
Preliminary Prospectus (included
as Exhibit B to the Proxy
Statement) and Statement of
Additional Information for
Wilmington Large Cap Value Equity
Portfolio, previously filed via
EDGAR on August 12, 1999
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 Equity
Fund, each dated May 1, 1999,
previously filed via EDGAR on May
7, 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>
STATEMENT OF ADDITIONAL
PART B ITEM NO. INFORMATION CAPTION
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10. Cover Page Cover Page
11. Table of Contents Not Applicable
12.Additional Information About the Registrant See the Statement of Additional
Information of WT Mutual Fund
previously filed via EDGAR on
August 12, 1999
13. Additional Information About the Company See the Statement of Additional
Being Acquired Information of The Rodney
Square Strategic Equity Fund,
dated May 1, 1999, previously
filed via EDGAR on May 7, 1999.
14.Financial Statements See the Annual Report of The
Rodney Square Strategic Equity
Fund for Fiscal Year Ended June
30, 1999, previously filed via
EDGAR on September 8, 1999.
PART C
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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>
LARGE CAP VALUE EQUITY PORTFOLIO
(A series of The Rodney Square Strategic Equity Fund)
October __, 1999
Dear Large Cap Value Equity Portfolio Shareholder:
The attached proxy materials describe a proposal that Large
Cap Value Equity Portfolio of The Rodney Square Strategic Equity Fund ("Value
Equity Portfolio") reorganize and become part of Wilmington Large Cap Value
Portfolio of WT Mutual Fund ("Wilmington Value Portfolio"). If the proposal is
approved and implemented, each shareholder of Value Equity Portfolio would
automatically become a shareholder of Wilmington Value Portfolio.
Wilmington Value Portfolio will operate as a "feeder" fund in
a "master/feeder" fund structure, which means that Wilmington Value Portfolio
will invest 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, Wilmington Value Portfolio's maximum
total operating expenses after the reorganization will not exceed the current
maximum total operating expenses of Value Equity Portfolio after waivers and
reimbursements.
WILMINGTON VALUE PORTFOLIO HAS AN IDENTICAL INVESTMENT
OBJECTIVE AND SIMILAR INVESTMENT STRATEGIES AND INVESTMENT RISKS AS VALUE EQUITY
PORTFOLIO, HOWEVER THE REORGANIZATION WOULD 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 Wilmington
Value Portfolio as you currently have with Value Equity 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 Value Equity 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 Equity 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 Equity 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 Value Equity
Portfolio can decide whether or not to merge their fund into Wilmington Value
Portfolio (each a "Fund"). If shareholders decide in favor of the proposal, you
will become a holder of Institutional class shares of Wilmington Value
Portfolio.
WHAT ARE THE ADVANTAGES OF MERGING THE FUNDS?
The potential advantages of the reorganization are as follows:
[BULLET] The master/feeder fund structure of Wilmington Value Portfolio provides
an opportunity for 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 through economies of scale.
[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.
HOW ARE THESE TWO FUNDS ALIKE?
The investment goals, principal investment strategies and investment risks of
the Funds are substantially identical. Both Funds seek to achieve long-term
capital appreciation by investing in a diversified portfolio of U.S. equity (or
related) securities of large capitalization companies that the Funds's advisers
believe are undervalued. Both Funds are subject to substantially similar
investment limitations. Although the Funds have different investment advisers,
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
<PAGE>
Wilmington Value Portfolio equal in value to the shares of Value Equity
Portfolio that they owned on the closing date.
IF THE FUNDS MERGE, WILL THERE BE TAX CONSEQUENCES FOR ME?
The Funds will receive, 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 state that you will not recognize any gain or loss on your exchange of
the Value Equity Portfolio Shares solely for shares in Wilmington Value
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
borne by 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.
WHAT DOES VALUE EQUITY 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 Value
Equity Portfolio shares will be represented at the special shareholders meeting.
WHERE DO I GET MORE INFORMATION ABOUT WILMINGTON VALUE PORTFOLIO?
Please call The Rodney Square Strategic Equity Fund toll-free at 1-800-336-9970.
<PAGE>
LARGE CAP VALUE EQUITY PORTFOLIO
(A series of The Rodney Square Strategic Equity Fund)
-------------------
NOTICE OF
SPECIAL MEETING OF SHAREHOLDERS
OCTOBER 29, 1999
-------------------
To the Shareholders:
A Special Meeting of Shareholders of Large Cap Value Equity
Portfolio ("Value Equity Portfolio"), a series of The Rodney Square Strategic
Equity Fund, will be held on October 29, 1999, at 10:00 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 Value Equity Portfolio to
Wilmington Large Cap Value Portfolio ("Wilmington Value Portfolio"), a series of
WT Mutual Fund, in exchange for shares of equal value of Wilmington Value
Portfolio; (2) the distribution of those Wilmington Value Portfolio shares to
the shareholders of Value Equity Portfolio; (3) the investment of the assets
acquired by Wilmington Value Portfolio in its master fund, WT Large Cap Value
Series, in accordance with Wilmington Value Portfolio's master/feeder fund
structure; and (4) the dissolution of Value Equity 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 Value Equity Portfolio at the close
of business on September 28, 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 Equity Fund
October __, 1999
Wilmington, Delaware
<PAGE>
LARGE CAP VALUE EQUITY PORTFOLIO
(a series of The Rodney Square Strategic Equity Fund)
WILMINGTON LARGE CAP VALUE 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 October __, 1999
This combined Prospectus/Proxy Statement ("Proxy Statement")
is being furnished to shareholders of Large Cap Value Equity Portfolio ("Value
Equity Portfolio"), a series of The Rodney Square Strategic Equity 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 29,
1999, at 10:00 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 October __, 1999.
The Rodney Square Strategic Equity 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 Value
Equity Portfolio (the "Reorganization"). Wilmington Large Cap Value Portfolio
("Wilmington Value Portfolio"), a newly-created shell series of WT Mutual Fund,
a diversified, open-end investment company, would acquire all of the assets of
Value Equity Portfolio in exchange for shares of equal value of Wilmington Value
Portfolio and assumption by Wilmington Value Portfolio of substantially all of
the liabilities of Value Equity Portfolio. Through the Reorganization,
shareholders of Value Equity Portfolio would become shareholders of Wilmington
Value Portfolio. Wilmington Value Portfolio invests its assets entirely in a
corresponding master fund, WT Large Cap Value Series ("WT Value Series"), a
series of WT Investment Trust I ("WT Trust"), pursuant to a master/feeder fund
structure. As soon as practicable following the Reorganization, Value Equity
Portfolio would be dissolved. For convenience, in this Proxy Statement, Value
Equity Portfolio and Wilmington Value Portfolio are referred to together as the
"Funds" and individually as a "Fund."
This Proxy Statement sets forth concisely the information
about the Reorganization and Wilmington Value Portfolio that a shareholder
should know before voting on the proposal and should be retained for future
reference. A Statement of Additional Information,
<PAGE>
dated October __, 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 Preliminary Prospectus for WT Mutual Fund describing Wilmington Value
Portfolio has been filed with the SEC and is attached hereto as Exhibit B. A
Statement of Additional Information describing Wilmington Value Portfolio was
filed with the SEC on August 12, 1999 and is incorporated herein by reference. A
Prospectus and Statement of Additional Information for The Rodney Square
Strategic Equity Fund, each dated May 1, 1999, were previously filed with the
SEC and also are incorporated herein by this reference.
Copies of the other referenced documents, as well as The
Rodney Square Strategic Equity 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
WILMINGTON VALUE 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 Wilmington Value Portfolio
Following the Reorganization .........................................10
Comparison of Risk Factors............................................11
Purchases, Redemptions and Exchanges of Shares........................14
Dividends and Other Distributions.....................................15
The Reorganization Transaction........................................15
Objectives of the Reorganization......................................16
Trustees of WT Mutual Fund ...........................................17
Description of Securities To Be Issued................................20
Federal Income Tax Considerations.....................................22
Capitalization .......................................................23
Board Consideration of the Reorganization ............................24
OTHER MATTERS...............................................................25
SERVICE PROVIDERS...........................................................25
MISCELLANEOUS...............................................................26
Appendix A - Principal Shareholders........................................A-1
Appendix B - Preliminary Prospectus of Wilmington Value Portfolio..........B-1
Appendix C - Agreement and Plan of Reorganization..........................C-1
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<PAGE>
VOTING INFORMATION
A majority of Value Equity Portfolio's shares outstanding on
September 28, 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 Equity 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 Value Equity
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 Value Equity 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.
As of September 28, 1999 ("Record Date"), Value Equity
Portfolio had 7,775,653.44 shares of beneficial interest outstanding. Each
outstanding full share of Value Equity Portfolio is entitled to one vote, and
each outstanding fractional share thereof is entitled to
<PAGE>
a proportionate fractional share of one vote. Wilmington Value Portfolio has not
yet commenced operations and has no shares outstanding.
The solicitation of proxies, the cost of which shall be borne
by Value Equity Portfolio and Wilmington Value Portfolio, will be made primarily
by mail but also may be made by telephone or oral communications by
representatives of Wilmington Trust Company, the Fund's sponsor, and Provident
Distributors, Inc., the distributor, who will not receive any compensation for
these activities from either Value Equity Portfolio or Wilmington Value
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
Value Equity Portfolio as of the Record Date. Trustees and officers of The
Rodney Square Strategic Equity Fund own in the aggregate less than 1% of the
shares of Value Equity Portfolio. As a new fund, Wilmington Value Portfolio does
not currently have any shareholders.
VOTE REQUIRED. Approval of Proposal 1 requires the affirmative
vote of the holders of a "majority of the outstanding voting securities" of
Value Equity 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 Value Equity 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 VALUE
EQUITY PORTFOLIO TO WILMINGTON VALUE PORTFOLIO, IN EXCHANGE FOR SHARES
OF EQUAL VALUE OF WILMINGTON VALUE PORTFOLIO; (2) THE DISTRIBUTION OF
THOSE WILMINGTON VALUE PORTFOLIO SHARES TO THE SHAREHOLDERS OF VALUE
EQUITY PORTFOLIO; (3) THE INVESTMENT OF THE ASSETS ACQUIRED IN (1) BY
WILMINGTON VALUE PORTFOLIO IN ITS MASTER FUND, WT VALUE SERIES, IN
ACCORDANCE WITH WILMINGTON VALUE PORTFOLIO'S MASTER/FEEDER FUND
STRUCTURE; AND (4) THE DISSOLUTION OF VALUE EQUITY PORTFOLIO.
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 C to this Proxy Statement).
Shareholders should read this Proxy Statement and the accompanying prospectus of
Wilmington Value Portfolio carefully.
<PAGE>
At a meeting held on May 13, 1999, the Board considered and
approved the Reorganization Plan, which provides for the merger of Value Equity
Portfolio into Wilmington Value Portfolio. Wilmington Value Portfolio would
acquire all the assets of Value Equity Portfolio in exchange for Institutional
class shares of equal value of Wilmington Value Portfolio and assumption by
Wilmington Value Portfolio of all the liabilities of Value Equity Portfolio.
Then, Value Equity Portfolio would distribute those shares to its shareholders,
so that each Value Equity 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 Value Equity Portfolio as of the day the
Reorganization is completed. Immediately following this exchange, Wilmington
Value Portfolio would invest all of the assets it acquires from Value Equity
Portfolio in its master fund, WT Value Series, in accordance with Wilmington
Value Portfolio's master/feeder structure. Once its assets have been transferred
in this manner, Value Equity Portfolio would be dissolved as soon as
practicable.
Under the Wilmington Value Portfolio's operating arrangement,
which is known as a "master/feeder" fund structure, the Portfolio (being a
"feeder fund") will pursue its existing investment objective through investment
in WT Value Series (being a "master fund"), rather than through direct
investments in portfolio securities. WT Value Series, in turn, will invest its
assets in accordance with the same objective, policies and limitations as
Wilmington Value Portfolio. Shareholders will own shares of Wilmington Value
Portfolio, and Wilmington Value Portfolio will hold only the shares of WT Value
Series. It is intended that WT Value 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 Value Series may have different
expenses and, therefore, different yields/returns than Wilmington Value
Portfolio. The shares of WT Value Series are not available for purchase directly
by members of the general public.
Wilmington Value Portfolio will be implementing a multiple
share class structure beginning on the date of the Reorganization. Pursuant to
this multiple class structure, Institutional class shares and 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, Value Equity Portfolio will receive Institutional shares of Wilmington
Value Portfolio, and its shareholders would therefore become Institutional class
shareholders.
Value Equity Portfolio and Wilmington Value Portfolio, through
its investment in its master fund, have substantially identical investment
objectives, principal investment strategies and investment risks. The objective
of each Fund is to seek long-term capital
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<PAGE>
appreciation. The principal strategy of each Fund is to invest in a diversified
portfolio of equity or related securities of large capitalization U.S. companies
that are believed to be undervalued as compared to the company's potential
profitability. Value Equity Portfolio currently invests in companies with market
capitalizations of $2 billion or higher at the time of purchase, while
Wilmington Value Portfolio will invest in companies with market capitalizations
of $10 billion or higher at the time of purchase.
One substantial difference in your fund after the
Reorganization would be a change in the investment adviser. The investment
adviser for Value Equity Portfolio is WTC while the investment adviser for
Wilmington Value Portfolio will be Cramer Rosenthal McGlynn, LLC ("CRM").
Otherwise, the service providers of your fund will be the same, and you will
have access to substantially identical shareholder servicing arrangements after
the Reorganization.
Following the Reorganization, the maximum total operating
expenses of Wilmington Value Portfolio, after fee waivers and expense
reimbursements by the sponsor, WTC, would be no greater than Value Equity
Portfolio's current maximum total expenses after waivers and reimbursements.
The principal risks associated with investment in Wilmington Value Portfolio are
as follows:
[BULLET] The equity securities in which Wilmington Value Portfolio invests
through its master fund are subject to market risk, which is the risk
that the market value of a security may move up or down, sometimes
rapidly and unpredictably. Also, value-oriented investments may be
subject to the risk that a security believed to be undervalued does not
appreciate in value as anticipated.
[BULLET] Wilmington Value Portfolio's performance will depend on whether or not
the adviser is successful in pursuing its investment strategy.
[BULLET] Wilmington Value 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 Value Equity Portfolio or its shareholders.
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<PAGE>
[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 Value Equity 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.
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 Equity Fund, WTC or CRM ("Independent Trustees"), has determined that
the Reorganization is in the best interests of Value Equity 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 approved the Reorganization for the Wilmington Value Portfolio.
COMPARATIVE FEE AND EXPENSE INFORMATION
As shown in the following tables, a shareholder pays no fees
to purchase Institutional shares of the Wilmington Value 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 Value Equity Portfolio and the pro forma fees
and expenses for Wilmington Value Portfolio after the Reorganization are set
forth below. Since Wilmington Value Portfolio will not commence operations
unless the Reorganization occurs, operating expenses for the Portfolio prior to
the Reorganization are not shown below.
SHAREHOLDER FEES (fees paid directly from your investment)
Wilmington
Value Value Equity Combined
Portfolio Portfolio Portfolio
Sales charge (load) on purchases of shares None None None
Sales charge (load) on reinvested dividends None None None
Redemption fee or deferred sales charges None None None
(load)
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<PAGE>
ANNUAL FUND OPERATING EXPENSES (expenses that are deducted from Fund assets)*
Combined
Wilmington Value Portfolio
Portfolio Value Institutional
Prior to Equity Shares
Reorganization Portfolio (Pro Forma)
---------------- --------- -------------
Management Fees NA 0.55% 0.55%
Distribution (12b-1) Fees NA None None
Other Expenses NA 0.31% 0.29%
-- ----- -----
TOTAL ANNUAL OPERATING
EXPENSES NA 0.86% 0.84%
Waivers/Reimbursements NA 0.11% 0.09%
Net Expenses NA 0.75%(1) 0.75%(2)
*For Wilmington Value 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 Value Series.
(1) Currently, WTC has agreed to waive its advisory fee and/or assume
Value Equity Portfolio's expenses in order to limit the Portfolio's
total annual operating expenses to 0.75% of the Portfolio's average net
assets.
(2) Effective November 1, 1999, WTC, the sponsor of Wilmington Value
Portfolio, has agreed to reimburse the Portfolio's expenses to the
extent total annual operating expenses exceed 0.75% of the Portfolio's
average net assets for Institutional class shares. This waiver will
remain in place until WT Mutual Fund's Board of Trustees approves its
termination.
EXAMPLE OF EFFECT ON FUND EXPENSES
This Example is intended to help you compare the cost of
investing in Value Equity Portfolio with the cost of investing in Wilmington
Value 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
-6-
<PAGE>
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
Wilmington Value Portfolio NA NA NA NA
Value Equity Portfolio $88 $274 $477 $1,061
Combined Fund $86 $268 $466 $1,037
(Pro Forma)
GENERAL INFORMATION ABOUT THE FUNDS
Wilmington Value Portfolio is a newly-created shell 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. Wilmington Value Portfolio has not commenced
operations and does not currently have any assets. Information is contained in
the Preliminary Prospectus for Wilmington Value Portfolio which is attached to
this Proxy Statement as Exhibit B. Value Equity Portfolio is a series of The
Rodney Square Strategic Equity Fund, an open-end, diversified management
investment company organized as a Massachusetts business trust on May 7, 1986.
Further information about Value Equity Portfolio is contained in its Prospectus
dated May 1, 1999 which is available, without charge, upon request.
INVESTMENT ADVISER AND ADVISORY AGREEMENT
Value Equity Portfolio currently employs WTC as its investment
adviser. In this capacity, WTC supervises all aspects of the Portfolio's
investment operations and makes and implements all of its investment decisions.
For its services, WTC is currently paid a monthly investment advisory fee, which
is based upon a percentage of Value Equity Portfolio's average daily net assets.
The advisory fee is computed by Value Equity Portfolio, at the annual rate of
0.75% of its average net assets. For the fiscal year ended December 31, 1998 and
the period from January 1, 1999 through June 30, 1999, WTC received investment
advisory fees in the amounts of $196,624 and $189,925, respectively, from Value
Equity Portfolio.
If the Reorganization is approved by shareholders, a change in
the investment adviser would occur for your fund. CRM, a value manager, would
serve as the investment adviser to WT Value Series. CRM presently serves as the
investment adviser for the CRM family of funds. CRM Large Cap Value Fund (the
"CRM Fund") has a similar investment objective and strategy as WT Value Series
and also will be holding a shareholder meeting to
-7-
<PAGE>
consider reorganizing as a feeder of WT Value Series. Under its advisory
contract, CRM is entitled to receive from the CRM Fund an annual fee in the
amount of 0.75% of the Fund's average daily net assets. CRM waived a portion of
its advisory fee during the CRM Fund's fiscal year ended June 30, 1999. As of
August 1, 1999, CRM Fund had assets of $27,208,424.
CRM, a value manager, is located at 707 Westchester Avenue,
White Plains, New York, 10604. CRM and its predecessors have managed equity
investments for more than 25 years and currently have approximately $4.1 billion
in assets under management. Ronald H. McGlynn is the chief executive officer of
CRM. The names and principal occupations of CRM's board members as of September
1, 1999 were as follows.
NAME OCCUPATION
- ---- ----------
Gerald B. Cramer Chairman of CRM
Jay B. Abramson Executive Vice President
Ronald H. McGlynn Chief Executive Officer and President of CRM
Ted T. Cecala Chief Executive Officer and Chairman of the Board of WTC
AFTER THE REORGANIZATION, THE RATE OF ADVISORY FEE TO BE PAID
BY WT VALUE SERIES UNDER ITS ADVISORY CONTRACT WITH CRM WILL NOT EXCEED THE RATE
PAYABLE BY VALUE EQUITY PORTFOLIO UNDER ITS CURRENT ADVISORY CONTRACT. The
proposed investment advisory agreement on behalf of WT Value Series provides for
the Series to pay CRM an annual advisory fee, payable monthly, in the amount of
0.55% of the Series' first $1 billion of average daily net assets; 0.50% of the
Series' next $1 billion of average daily net assets; and 0.45% 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 Value Series are not materially different from the terms of
Value Equity Portfolio's current advisory agreement.
COMPARISON OF INVESTMENT OBJECTIVES, PRINCIPAL STRATEGIES AND OTHER POLICIES
INVESTMENT OBJECTIVES. Wilmington Value Portfolio seeks to
achieve long-term capital appreciation, and Value Equity Portfolio seeks
superior long-term growth of capital. Although stated differently, the Fund's
objectives are substantially identical. Wilmington Value Portfolio's benchmark
will be the Russell 1000 Index rather than the Russell 1000 Value Index, which
is the Value Equity Portfolio's current benchmark. There can be no assurance
that either Fund will achieve its investment objective.
PRINCIPAL INVESTMENT STRATEGIES. Wilmington Value Portfolio
will seek to achieve its objective by investing all of its assets in WT Value
Series. WT Value Series is a
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<PAGE>
diversified portfolio which will invest at least 65% of its total assets in the
following equity (or related) securities:
[BULLET] common stocks of U.S. corporations that are judged by the adviser to be
undervalued in the marketplace relative to underlying profitability and
have a market capitalization of $10 billion or higher at the time of
purchase;
[BULLET] options on, or securities convertible (such as convertible preferred
stock and convertible bonds) into, the common stock of U.S.
corporations described above;
[BULLET] options on indexes of the common stock of U.S. corporations described
above;
[BULLET] contracts for either the future delivery, or payment in respect of the
future market value, of certain indexes of the common stock of U.S.
corporations described above, and options upon such futures contracts;
and
Additionally, WT Value Series may invest without limit in commercial paper and
other money market instruments rated in one of the two highest rating categories
by a nationally recognized statistical rating organization ("NSRO"), in response
to adverse market conditions, as a temporary defensive position. The result of
this action may be that WT Value Series will be unable to achieve its investment
objective.
WT Value Series will invest in securities which the Series'
adviser believes to be undervalued as compared to the company's potential
profitability. The adviser looks for companies facing dynamic changes such as a
merger or acquisition, restructuring, change of management or other change in
operations, financing or management. The adviser sets valuation parameters using
relative ratios and target prices, and seeks stocks believed to have greater
upside potential than downside risk over an 18 to 24 month holding period. The
Series will sell a portfolio stock when its target price has been reached or
when company fundamentals do not change within the stock holding period to bring
the stock to its target price.
Except for the differences noted below, Value Equity Portfolio
currently employs the same principal investment strategies as those of WT Value
Series. The following differences in investment strategy provide WT Value Series
with greater flexibility than under your fund's existing strategies.
[BULLET] WT Value Series will invest at least 65% (rather than 85% currently for
Value Equity Portfolio) of its total assets in a diversified portfolio
of equity and related securities of U.S. companies with market
capitalizations of at least $10 billion (rather than $2 billion
currently for Value Equity Portfolio).
-9-
<PAGE>
[BULLET] Unlike Value Equity Portfolio, WT Value Series is permitted to depart
from its principal investment strategies to temporarily pursue a
defensive investment policy during periods of adverse market
conditions.
OTHER POLICIES OF THE FUNDS.
The following is a summary of other investment policies of the
Funds. More detailed information about these policies is set forth in the Funds'
Statements of Additional Information.
Each Fund may invest in cash and high quality money market
instruments, such as money market funds, U.S. government obligations, commercial
paper and bank obligations in order to manage cash flow in the Fund.
Each Fund may invest in convertible securities that are rated,
at the time of purchase, in the three highest categories by an NRSRO, or if
unrated are determined by the investment adviser to be of comparable quality.
Should the rating of a security be downgraded subsequent to a Fund's purchase of
the security, the adviser will determine whether it is in the best interest of
the Portfolio to retain the security.
Each Fund may engage in certain hedging strategies that
involve options and futures and 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 the adviser deems qualified. Both Funds may borrow
money for temporary or emergency purposes; although neither Value Equity
Portfolio or WT Value Series may borrow in excess of 33 1/3% of net assets.
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. 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.
Value Equity Portfolios annual portfolio turnover rate has not
exceeded 100%, and WT Value Series' turnover rate is not expected to exceed
100%. However, the frequency of portfolio transactions of a Fund will vary from
year to year depending on many factors. Higher portfolio turnover rates may
result in increased brokerage costs to a Fund and a possible increase in
short-term capital gains or losses.
-10-
<PAGE>
The fundamental investment restrictions for Wilmington Value
Portfolio would be materially the same as the current restrictions of Value
Equity Portfolio except for the following difference. Wilmington Value
Portfolio's limitations contain an exception permitting the Portfolio to invest
all of its assets directly in another mutual fund such as WT Value 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."
COMPARISON OF RISK FACTORS
Each Fund is subject to the risks noted below, except that master/feeder risk
applies only to Wilmington Value Portfolio. See the discussions of investment
policies and risk factors in the Statements of Additional Information of
Wilmington Value Portfolio and Value Equity Portfolio for more information
concerning investment risks.
MARKET RISK. The risk that the market value of a security may
move up and down, sometimes rapidly and unpredictably. The prices of equity
securities change in response to many factors including the historical and
prospective earnings of the issuer, the value of its assets, general economic
conditions, interest rates, investor perceptions and market liquidity.
VALUE INVESTING RISK. The risk that a Fund's investment in
companies whose securities are believed to be undervalued, relative to their
underlying profitability, do not appreciate in value as anticipated.
OPPORTUNITY RISK. The risk of missing out on an investment
opportunity because the assets necessary to take advantage of it are tied up in
less advantageous investments.
VALUATION RISK. The risk that a Fund has valued certain of its
securities at a higher price than it can sell them.
DERIVATIVES RISK. Some of the Funds' investments may be
referred to as "derivatives" because their value depends on, or derives from,
the value of an underlying asset, reference rate or index. These investments
include options, futures contracts and similar investments that may be used in
hedging and related income strategies. The market value of derivative
instruments and securities is sometimes more volatile than that of other
investments, and each type of derivative may pose its own special risks. As a
fundamental policy, no more
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<PAGE>
than 15% of a Fund's total assets may at any time be committed or exposed to
derivative strategies.
REPURCHASE AGREEMENTS. Wilmington Value 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.
MASTER/FEEDER RISK . There are certain potential risks related
to Wilmington Value Portfolio's master/feeder structure to which Value Equity
Portfolio is not subject. For example, large-scale redemptions by other
investors of their interests in WT Value Series could have adverse effects on
Wilmington Value 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
Value Series may have a greater ownership interest in the master fund than
Wilmington Value Portfolio's interest and, therefore, could have effective
voting control over the operation of the master fund.
In the event that Wilmington Value Portfolio is required to
redeem its interests in WT Value Series for any reason (for instance, because
its shareholders did not approve changes in the Wilmington Value Portfolio's
investment policies parallel to changes approved for the master fund by a
majority of its interest holders), Wilmington Value Portfolio's Board of
Trustees might attempt to find an appropriate substitute investment vehicle in
which to invest Wilmington Value Portfolio's assets. The Board's inability to
find a suitable substitute investment vehicle could have a significant effect on
the Wilmington Value Portfolio's shareholders.
Wilmington Value Portfolio may cease investing in WT Value
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 Wilmington Value Portfolio's assets in another investment company with
substantially the same investment objective, policies and restrictions as the
Portfolio.
YEAR 2000 READINESS RISK. Like other organizations around the
world, Wilmington Value 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.
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<PAGE>
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 Value 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. The adviser will rely on public filings and other statements
made by companies about their Year 2000 readiness. The adviser is not able to
audit any company and its major suppliers to verify their Year 2000 readiness.
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<PAGE>
OPERATIONS OF WILMINGTON VALUE PORTFOLIO FOLLOWING THE REORGANIZATION
As indicated above, the investment objectives and policies of
Wilmington Value Portfolio and its master fund after the Reorganization will be
substantially similar to those of Value Equity Portfolio. All of the assets held
by Value Equity Portfolio will be consistent with the investment policies of WT
Value Series and thus can be transferred to and held by WT Value Series if the
Reorganization is approved.
The following service providers presently are engaged by both
Funds, and they would continue to serve Wilmington Value Portfolio and/or WT
Value Series in the capacities indicated below.
Distributor: Provident Distributors, Inc.
Administrator: PFPC Inc.
Accounting Agent: PFPC Inc.
Independent Auditors Ernst & Young LLP
Legal Counsel: Pepper Hamilton LLP
Transfer Agent: PFPC Inc.
The custodian for Value Equity Portfolio is WTC, and PFPC
Trust Company serves as the Portfolio's sub-custodian. WTC will be the
custodian, and PFPC Trust Company will be sub-custodian, of Wilmington Value
Portfolio and WT Value Series. Consequently, there will be no change in your
fund's custodian resulting from the reorganization.
PURCHASES, REDEMPTIONS AND EXCHANGES OF SHARES
Following the Reorganization, as a Wilmington Value Portfolio
shareholder, you will enjoy the same transaction and shareholder servicing
arrangements as you currently have as a Value Equity 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 Value Equity Portfolio and, after the
Closing Date, Wilmington Value 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.
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<PAGE>
For a more complete discussion of share purchases, see "Purchase of Shares" in
Value Equity Portfolio's Prospectus.
REDEMPTIONS. Shares of Value Equity 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 Value Equity Portfolio's Prospectus.
Value Equity Portfolio shares will no longer be available for
purchase beginning on the next Business Day following the Closing Date.
Redemptions of Value Equity 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 Wilmington Value
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
Dividends from the net investment income of each Fund are
declared and paid annually to shareholders. Any net capital gain realized by a
Portfolio will be distributed annually. Distributions are automatically
reinvested in additional shares of a Fund at the net asset value on the
ex-dividend date unless otherwise requested. Therefore, there should be no
change in your fund's dividend policies resulting from the Reorganization.
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
Wilmington Value Portfolio on the Closing Date of all of the assets of Value
Equity Portfolio in exchange for Institutional class shares of equal value of
Wilmington Value Portfolio and the assumption by Wilmington Value Portfolio of
substantially all of the liabilities of Value Equity Portfolio and (b) the
distribution of those Wilmington Value Portfolio shares to the shareholders of
Value Equity Portfolio. The assets of Value Equity Portfolio to be acquired by
Wilmington Value Portfolio include all cash, cash equivalents, securities,
receivables, claims and rights of action, rights to
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<PAGE>
register shares under applicable securities laws, books and records, deferred
and prepaid expenses shown as assets on Value Equity Portfolio's books and all
other property owned by Value Equity Portfolio. Value Equity Portfolio will use
its best efforts to discharge all of its known debts, liabilities, obligations
and duties before the Closing Date. Wilmington Value Portfolio will issue its
shares to the account of Value Equity Portfolio, which then will distribute
those shares to the accounts of Value Equity Portfolio's shareholders.
The value of Value Equity Portfolio's assets to be acquired by
Wilmington Value Portfolio 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
Value Equity Portfolio's current Prospectus and Statement of Additional
Information. Value Equity Portfolio's net value shall be the value of its assets
to be acquired by Wilmington Value Portfolio, less the amount of Value Equity
Portfolio's liabilities, as of the Valuation Time.
On, or as soon as practicable after, the Closing Date, Value
Equity Portfolio will distribute the WT Value Equity 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 Wilmington Value Portfolio shares equal in aggregate value to the
shareholder's holdings in Value Equity Portfolio. Value Equity Portfolio will be
terminated as soon as practicable thereafter. The shares will be distributed by
opening accounts on the books of Wilmington Value Portfolio in the names of
Value Equity Portfolio shareholders and by transferring to those accounts the
shares previously credited to the account of Value Equity Portfolio on those
books. Fractional shares in Wilmington Value Portfolio will be rounded to the
third decimal place.
Any transfer taxes payable upon issuance of Wilmington Value
Portfolio shares in a name other than that of the registered Value Equity
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 Value
Equity 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 borne by Wilmington Value Portfolio and Value Equity
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
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<PAGE>
amendment may be made subsequent to the Meeting that has a material adverse
effect on the interests of Value Equity Portfolio's shareholders.
OBJECTIVES OF THE REORGANIZATION
The Reorganization has been proposed by the Board of Trustees
of Value Equity 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] 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 Value Equity Portfolio. This may lead to
reductions in your fund's total operating expenses through economies of
scale.
[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 Equity 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.
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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
67 years old President-Finance of E.I.
du Pont de Nemours and
Company, Inc. (diversified
chemicals) from 1984 to
November 1993. Chief
Financial Officer of E.I.
du Pont de Nemours and
Company, Inc. from 1984 to
June 1993. Presently, a
director of St. Joe Paper
Co., Trustee of Kalmar
Pooled Investment Trust and
Trustee of the funds in the
Rodney Square group of
funds.
Nicholas A. Giordano Trustee 1998 Financial Services 0
56 years old Consultant 1997 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
*Robert J. Christian Trustee and 1998 Chief Investment Officer of 0
50 years old President WTC and Director of Rodney
Square Management
Corporation since February
1996. Chairman and
Director of PNC Equity
Advisors Company and
President
</TABLE>
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<PAGE>
<TABLE>
<S> <C> <C> <C> <C>
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 Manager 0
43 years old for all fixed income
products at Wilmington Trust
Company.
*Pat Colletti Treasurer 1999 Vice President and Director 0
41 years old 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.
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<PAGE>
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 commercial 0
55 years old real estate holding and development company from 1980
to present. Trustee of The CRM Funds.
William P. Richards* Managing Director - Client Service and Portfolio 0
62 years old Communication, Roxbury Capital Management since 1998.
Formerly Senior Vice President and Partner, Van
Deventer & Hoch, an investment management firm.
</TABLE>
* Interested Person of the Fund as defined in Section 2(a)(19) of the 1940 Act.
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<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
COMPENSATION 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 Wilmington Value Portfolio entitle
their holders to one vote per full share and fractional votes for fractional
shares held. Wilmington Value 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, Value Equity
Portfolio would receive Institutional shares of Wilmington Value 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 Equity 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.
-21-
<PAGE>
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 Equity Fund are not materially different.
Wilmington Value 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 Wilmington Value 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. Wilmington Value Portfolio will cast its votes in
proportion to the votes received from its shareholders. Shares for which
Wilmington Value Portfolio receives no voting instructions will be treated as
having been voted in the same proportion as the votes received from Wilmington
Value Portfolio shareholders.
FEDERAL INCOME TAX CONSIDERATIONS
-22-
<PAGE>
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 Services ("IRS") and judicial decisions, all of which are
subject to change. It is limited to shareholders who are individuals who hold
the Value Equity Portfolio shares and who will hold the 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 the Reorganization,
under currently applicable law, are as follows:
(1) Wilmington Value Portfolio's acquisition of Value Equity
Portfolio's assets in exchange solely for Wilmington Value
Portfolio shares, followed by Value Equity Portfolio's
distribution of those shares pro rata to its shareholders in
exchange for their Value Equity Portfolio shares, will
constitute a "reorganization" within the meaning of section
368(a) of the Code;
(2) Value Equity Portfolio will recognize no gain or loss on the
transfer to Wilmington Value Portfolio of its assets in
exchange solely for Wilmington Value Portfolio Institutional
class shares and the assumption by the Wilmington Value
Portfolio of any stated liabilities of the Value Equity
Portfolio;
(3) No gain or loss will be recognized by the Wilmington Value
Portfolio or the WT Value Series on its receipt of the
Wilmington Value Portfolio's assets in exchange for the WT
Value Series shares and the assumption by the WT Value Series
of the Wilmington Value Portfolio's liabilities;
(4) Wilmington Value Portfolio's tax basis for the transferred
assets will be the same as the basis thereof in Value Equity
Portfolio's hands immediately before the Reorganization, and
Wilmington Value Portfolio's holding period for those assets
will include Value Equity Portfolio's holding period therefor;
(5) A Value Equity Portfolio shareholder will recognize no gain or
loss on the constructive exchange of all its Value Equity
Portfolio shares solely for Wilmington Value Portfolio shares
pursuant to the Reorganization;
-23-
<PAGE>
(6) No gain or loss will be recognized to the shareholders on the
exchange of their Value Equity Portfolio shares solely for
shares in Wilmington Value Portfolio; and
(7) A Value Equity Portfolio shareholder's aggregate tax basis for
the Wilmington Value Portfolio shares to be received by it in
the Reorganization will be the same as the aggregate basis for
its Value Equity Portfolio shares to be constructively
surrendered in exchange for those Wilmington Value Portfolio
shares, and its holding period for those Wilmington Value
Portfolio shares will include its holding period for those
Value Equity 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 and
normal and customary assumptions and representations to be made by the Funds.
Shareholders of Value Equity 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:
Combined
Wilmington Value Value Equity Portfolio
Portfolio Portfolio Pro Forma 1
Net Assets $0 $79,060,060 $79,060,060
Net Asset Value Per Share $0 $9.82 $9.82
Shares Outstanding 0 8,051,614 8,051,614
- --------------------------
1 Full pro forma financial statements are included in the Statement of
Additional Information to this Proxy Statement.
-24-
<PAGE>
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 Value Equity 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
Wilmington Value Portfolio, after reimbursements by
WTC, will not exceed the current maximum total
operating expenses of Value Equity Portfolio taking
into account 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.
SERVICE PROVIDERS
-25-
<PAGE>
WTC, located at 1100 North Market Street, Wilmington, Delaware
19890, serves as investment adviser to Value Equity Portfolio. 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 $15.5 billion in equity
assets for clients.
WTC is a state-chartered bank organized as a Delaware
corporation in 1903. WTC is wholly-owned by Wilmington Trust Corporation, a
publicly-held bank holding company. Ted T. Cecala is the principal executive
officer of WTC. The name and principal occupation of each director of WTC as of
September 1, 1999 were as follows:
<TABLE>
<CAPTION>
NAME OF DIRECTOR OCCUPATION
- ---------------- ----------
<S> <C>
Ted T. Cecala Chief Executive Officer and Chairman of the Board of Wilmington
Trust Corporation
Andrew B. Kirkpatrick Counsel to the law firm of Morris, Nichols, Arsht and Tunnell
David P. Roselle President of the University of Delaware
Mary Jornlin-Theisen Civic leader
Charles S. Crompton, Jr. Partner of the law firm of Potter, Anderson & Corroon
Edward B. du Pont Private investor
Stacey J. Mobley Senior Vice President, external affairs, E.I. Du Pont de Nemours and
Company
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.
H. Stewart Dunn, Jr. Partner in the law firm of Ivins, Phillips & Barker
</TABLE>
-26-
<PAGE>
<TABLE>
<CAPTION>
NAME OF DIRECTOR OCCUPATION
- ---------------- ----------
<S> <C>
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
</TABLE>
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 Equity 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.
The underwriter of each Fund's Shares is 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 are required to file 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.
-27-
<PAGE>
LEGAL MATTERS Certain legal matters in connection with the
issuance of Wilmington Value 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 Value Equity
Portfolio for the fiscal year ended June 30, 1999, incorporated herein by
reference and incorporated by reference in its Statement of Additional
Information, have been audited by Ernst & Young LLP, auditors for The Rodney
Square Strategic Equity Fund. 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.
Since Wilmington Value Portfolio is a newly-created shell
fund, it has no assets, income or losses to report in a financial statement.
-28-
<PAGE>
APPENDIX A
PRINCIPAL SHAREHOLDERS
The following table sets forth the ownership of Value Equity
Portfolio's outstanding equity securities as of September 28, 1999 by each owner
of 5% or more of a Fund's outstanding equity securities. Since Wilmington Value
Portfolio has not yet commenced operations, there are no current owners of its
shares.
<TABLE>
<CAPTION>
AMOUNT
OF
OWNERSHIP NAME AND ADDRESS PERCENTAGE
--------- ---------------- ----------
<S> <C> <C> <C>
VALUE EQUITY PORTFOLIO 1,855,012.35 Wilmington Trust Company, Trustee 23.83%
For Wilmington Trust Company
401K Thrift Savings Plan
P.O. Box 8882
Wilmington, DE 19899
1,689,545.28 Wilmington Trust Company, Trustee 21.71%
For Wilmington Trust Company
Pension Trust
P.O. Box 8882
Wilmington, DE 19899
</TABLE>
A-1
<PAGE>
APPENDIX B
PRELIMINARY PROSPECTUS
THE INFORMATION IN THIS PROSPECTUS IS NOT COMPLETE AND MAY BE CHANGED. WE MAY
NOT SELL THESE SECURITIES UNTIL THE PORTFOLIOS' REGISTRATION STATEMENT FILED
WITH THE SECURITY EXCHANGE COMMISSION IS EFFECTIVE. THIS PROSPECTUS IS NOT AN
OFFER TO SELL THESE SECURITIES AND IS NOT SOLICITING AN OFFER TO BUY THESE
SECURITIES IN ANY STATE WHERE OFFERS OR SALES ARE NOT PERMITTED.
THE WILMINGTON LARGE CAP GROWTH PORTFOLIO
THE WILMINGTON LARGE CAP CORE PORTFOLIO
THE WILMINGTON SMALL CAP CORE PORTFOLIO
THE WILMINGTON LARGE CAP VALUE PORTFOLIO
THE WILMINGTON MID CAP VALUE PORTFOLIO
THE WILMINGTON SMALL CAP VALUE PORTFOLIO
THE WILMINGTON INTERNATIONAL MULTI-MANAGER PORTFOLIO
OF WT MUTUAL FUND
================================================================================
PROSPECTUS DATED______, 1999
This prospectus gives vital information about these mutual funds, including
information on investment policies, risks and fees. For your own benefit and
protection, please read it before you invest, and keep it on hand for future
reference.
Please note that these mutual funds:
[BULLET] are not bank deposits
[BULLET] are not obligations of, or guaranteed or endorsed by Wilmington Trust
Company or any of its affiliates
[BULLET] are not federally insured
[BULLET] are not obligations of, or guaranteed or endorsed or otherwise
supported by the U.S. Government, the Federal Deposit Insurance
Corporation, the Federal Reserve Board or any other governmental agency
[BULLET] are not guaranteed to achieve their goal(s)
Like all mutual fund shares, these securities have not been approved or
disapproved by the Securities and Exchange Commission nor has the Securities and
Exchange Commission determined whether this prospectus is accurate or complete.
Anyone who tells you otherwise is committing a crime.
B-1
<PAGE>
TABLE OF CONTENTS
A LOOK AT THE GOALS, STRATEGIES, PORTFOLIO DESCRIPTION
RISKS, EXPENSES AND FINANCIAL Summary....................................3
HISTORY OF EACH PORTFOLIO. Performance Information....................5
Fees and Expenses..........................9
Investment Objectives.....................11
Primary Investment Strategies.............12
Additional Risk Information...............19
Financial Highlights......................21
DETAILS ABOUT THE SERVICE MANAGEMENT OF THE FUND
PROVIDERS. Investment Advisers.......................23
Portfolio Managers........................24
Service Providers.........................27
POLICIES AND INSTRUCTIONS FOR SHAREHOLDER INFORMATION
OPENING, MAINTAINING AND Pricing of Shares.........................29
CLOSING AN ACCOUNT IN ANY OF Purchase of Shares........................29
THE PORTFOLIOS. Redemption of Shares......................31
Exchange of Shares........................32
Distributions.............................33
Taxes.....................................33
DETAILS ON DISTRIBUTION DISTRIBUTION ARRANGEMENTS
PLANS AND THE PORTFOLIOS' Rule 12b-1 Fees...........................34
MASTER/FEEDER FUND Master/Feeder Structure...................35
ARRANGEMENT. Share Class...............................35
FOR MORE INFORMATION..............back cover
For information about key terms and concepts, look for our "PLAIN TALK"
explanations.
B-2
<PAGE>
THE WILMINGTON LARGE CAP GROWTH PORTFOLIO
THE WILMINGTON LARGE CAP CORE PORTFOLIO
THE WILMINGTON SMALL CAP CORE PORTFOLIO
THE WILMINGTON LARGE CAP VALUE PORTFOLIO
THE WILMINGTON MID CAP VALUE PORTFOLIO
THE WILMINGTON SMALL CAP VALUE PORTFOLIO
THE WILMINGTON INTERNATIONAL MULTI-MANAGER PORTFOLIO
PORTFOLIO DESCRIPTION
PLAIN TALK
-----------------------------------------------------------------------
WHAT IS A MUTUAL FUND?
A mutual fund pools shareholders' money and, using a professional
investment manager, invests it in securities like stocks and bonds.
Each Portfolio is a separate mutual fund.
-----------------------------------------------------------------------
SUMMARY
PLAIN TALK
-----------------------------------------------------------------------
WHAT IS "CAP"?
Cap or the market capitalization of a company means the value of the
company's common stock in the stock market.
-----------------------------------------------------------------------
Investment Objective [BULLET] The LARGE CAP GROWTH PORTFOLIO and
the SMALL CAP CORE PORTFOLIO each seek superior
long-term growth of capital.
[BULLET] The LARGE CAP CORE PORTFOLIO, the LARGE CAP
VALUE PORTFOLIO, the MID CAP VALUE PORTFOLIO and
the SMALL CAP VALUE PORTFOLIO each seek to
achieve long-term capital appreciation.
[BULLET] The INTERNATIONAL MULTI-MANAGER PORTFOLIO seeks
superior long-term capital appreciation.
- --------------------------------------------------------------------------------
Investment Focus [BULLET] Equity (or related) securities
- --------------------------------------------------------------------------------
Share Price Volatility [BULLET] Moderate to high
- --------------------------------------------------------------------------------
Principal Investment [BULLET] Each Portfolio operates as a "feeder fund" which
Strategy means that the Portfolio does not buy individual
securities directly. Instead, it invests in a
corresponding mutual fund or "master fund,"
which in turn purchases investment securities.
The Portfolios invest all of their assets in
master funds which are separate series of WT
Investment Trust I. Each Portfolio and its
corresponding Series have the same investment
objective, policies and limitations.
[BULLET] The LARGE CAP GROWTH PORTFOLIO invests in the WT
Large Cap Growth Series, which invests at least
65% of its total assets in a diversified
portfolio of U.S. equity (or related) securities
of corporations with a market cap of $2 billion
or more, which have above average earnings
potential compared to the securities market as a
whole. The Series' adviser purchases stock it
believes exhibit consistent, above-average
earnings growth, superior quality and attractive
risk/reward characteristics. The adviser
analyzes the Stocks of over 2000 companies using
a bottom-up approach to search for high quality
companies which are growing at about double the
market's average rate.
The adviser generally sells stocks when the
risk/rewards of a stock turn negative, when
company fundamentals deteriorate, and when a
stock under performs the market or its peer
group.
B-3
<PAGE>
- --------------------------------------------------------------------------------
[BULLET] The LARGE CAP CORE PORTFOLIO invests in the
Large Cap Core Series, which invests at least
65% of its total assets, under normal
conditions, primarily in a diversified portfolio
of U.S. equity (or related) securities or medium
and large cap corporations with strong growth
and value characteristics.
[BULLET] The SMALL CAP CORE PORTFOLIO invests in the
Small Cap Core Series, which invests at least
65% of its total assets in a diversified
portfolio of U.S. equity (or related) securities
with a market cap of $2 billion or less at the
time of purchase. The Series' investment adviser
employs a combined growth and value investment
approach and invests in the stocks of companies
with the most attractive combination of
long-term earnings, growth and valuation.
[BULLET] The INTERNATIONAL MULTI-MANAGER PORTFOLIO
invests in the International Multi-Manager
Series, which invests at least 85% of its total
assets in a diversified portfolio of equity (or
related) securities of foreign issuers.
[BULLET] The LARGE CAP VALUE PORTFOLIO invests in the
Large Cap Value Series, which invests at least
65% of its total assets in a diversified
portfolio of U.S. equity (or related) securities
with a market cap of $10 billion or higher at
the time of purchase. The Series invests in
securities believed to be undervalued as
compared to the company's potential
profitability, and invests in stocks which are
ignored by financial analysts. The Series'
adviser looks for companies facing dynamic
changes such as merger or acquisition,
restructuring, change of management, or other
type of change in operation, financing or
management. The series' adviser sets valuation
parameters using relative ratios and target
prices. The adviser seeks stocks believed to
have a greater upside potential than downside
risk over an 18 to 24 mouth holding period. The
Series sells a stock when its target price has
been reached, and when company fundamentals do
not change within the stock holding period to
bring the stock to its target price.
(BULLET) The MID CAP VALUE PORTFOLIO invests in the Mid
Cap Value Series, which invests at least 65% of
its total assets in a diversified portfolio of
U.S. equity (or related) securities with a
market cap between $1 and $10 billion at the
time of purchase. The Series invests in
securities believed to be undervalued as
compared to the company's potential
profitability.
[BULLET] The SMALL CAP VALUE PORTFOLIO invests in the
Small Cap Value Series, which invests at least
65% of its total assets in a diversified
portfolio of U.S. equity (or related) securities
with a market cap of $1 billion or less at the
time of purchase. The Series invests in
securities believed to be undervalued as
compared to the company's potential
profitability.
- --------------------------------------------------------------------------------
Principal Risks The Portfolios are subject to the following risks
summarized below which are further described under
"Additional Risk Information."
[BULLET] An investment in a Portfolio is not a deposit of
Wilmington Trust Company or any of its
affiliates and is not insured or guaranteed by
the Federal Deposit Insurance Corporation or any
other government agency.
[BULLET] It is possible to lose money by investing in a
Portfolio.
[BULLET] A Portfolio's share price will fluctuate in
response to changes in the market value of the
Portfolio's investments. Market value changes
result from business developments affecting an
issuer as well as general market and economic
conditions.
[BULLET] Small cap companies may be more vulnerable than
larger companies to adverse business or economic
developments, and their securities may be less
liquid and more volatile than securities of
larger companies.
[BULLET] The International Multi-Manager Portfolio is
subject to foreign security risk and the risk of
losses caused by changes in foreign currency
exchange rates.
[BULLET] The International Multi-Manager Portfolio is not
authorized to depart from its primary investment
policies and temporarily pursue a defensive
investment policy, even during periods of
declining markets. Consequently, they are
subject to a greater risk of capital
- --------------------------------------------------------------------------------
B-4
<PAGE>
- --------------------------------------------------------------------------------
loss if adverse market conditions arise and
persist in the future than funds which are
permitted to adopt a defensive position.
[BULLET] Growth-oriented investments may be more volatile
than the rest of the U.S. stock market as a
whole.
[BULLET] A value-oriented investment approach is subject
to the risk that a security believed to be
undervalued does not appreciate in value as
anticipated.
[BULLET] The performance of a Portfolio will depend on
whether or not the adviser or sub-adviser is
successful in pursuing an investment strategy.
- --------------------------------------------------------------------------------
Investor Profile Investors who want the value of their investment to
grow and who are willing to accept more volatility
for the possibility of higher returns.
- --------------------------------------------------------------------------------
PERFORMANCE INFORMATION
WILMINGTON LARGE CAP GROWTH PORTFOLIO
The chart below shows the changes in annual total returns for the Large Cap
Growth Portfolio for the last 10 calendar years of the Portfolio through
December 31, 1998. The information shows you how the Portfolio's performance has
varied year by year and provides some indication of the risks of investing in
the Portfolio. Until February 23, 1998, the Portfolio invested in both large and
small capitalization securities. The Portfolio's investment policy now calls for
investments to be made exclusively in large capitalization equity securities
with strong growth characteristics. Accordingly, the Portfolio's historical
performance may not reflect its current investment practices. Past performance
is not necessarily an indicator of how the Portfolio will perform in the future.
Bar Chart [Graphic Omitted]
EDGAR Representation of Data Points Used in Printed Graphic
CALENDAR YEAR TOTAL RETURNS
---------------------------
1989 27.15%
1990 (7.15)%
1991 41.54%
1992 5.95%
1993 14.57%
1994 (.23)%
1995 28.43%
1996 24.25%
1997 27.50%
1998 23.58%
B-5
<PAGE>
THIS BAR CHART SHOWS CHANGES IN THE PERFORMANCE OF THE PORTFOLIO'S INSTITUTIONAL
SHARES FROM CALENDAR YEAR TO CALENDAR YEAR. THE BAR CHART DOES NOT REFLECT
DEDUCTIONS FOR RULE 12B-1 DISTRIBUTION FEES, IF SUCH AMOUNTS WERE REFLECTED,
RETURNS WOULD BE LESS.
BEST QUARTER WORST QUARTER
25.34% -17.12%
(December 31, 1998) (September 30, 1990)
PLAIN TALK
-----------------------------------------------------------------------
WHAT IS AN INDEX?
An index is a broad measure of the market performance of a specific
group of securities in a particular market, or securities in a market
sector. You cannot invest directly in an index. An index does not have
an investment adviser and does not pay any commissions or expenses. If
an index had expenses, its performance would be lower.
-----------------------------------------------------------------------
Institutional Shares
AVERAGE ANNUAL RETURNS AS OF 12/31/98 1 YEAR 5 YEARS 10 YEARS
- ------------------------------------- ------ ------- --------
Large Cap Growth Portfolio 23.58% 20.19% 17.67%
S&P 500 Index* 28.58% 24.06% 19.19%
- -------------------------
* The S&P 500 Index is the Standard and Poor's Composite Index of 500 stocks, a
widely recognized, unmanaged index of common stock prices.
PLAIN TALK
-----------------------------------------------------------------------
WHAT IS TOTAL RETURN?
Total return is a measure of the per-share change in the total value of
a fund's portfolio, including any distributions paid to you. It is
measured from the beginning to the end of a specific time period.
-----------------------------------------------------------------------
WILMINGTON LARGE CAP CORE PORTFOLIO
The bar chart and the performance table below illustrate the risks and
volatility of an investment in the Portfolio. Of course, past performance does
not necessarily indicate how the Portfolio will perform in the future.
THIS BAR CHART SHOWS CHANGES IN THE PERFORMANCE OF THE PORTFOLIO'S INSTITUTIONAL
SHARES FROM CALENDAR YEAR TO CALENDAR YEAR. THE BAR CHART DOES NOT REFLECT
DEDUCTIONS FOR RULE 12B-1 DISTRIBUTION FEES, IF SUCH AMOUNTS WERE REFLECTED,
RETURNS WOULD BE LESS.
BEST QUARTER WORST QUARTER
--% --%
(___, 199_) (___, 199_)
B-6
<PAGE>
Institutional Shares SINCE INCEPTION
AVERAGE ANNUAL RETURNS AS OF 12/31/98 1 YEAR (JANUARY 1995)
- ------------------------------------- ------ --------------
Large Cap Core Portfolio
S&P 500 Index*
- -------------------------
* The S&P 500 Index is the Standard and Poor's Composite Index of 500 Stocks, a
widely recognized, unmanaged index of common stock prices.
WILMINGTON SMALL CAP CORE PORTFOLIO
The bar chart and the performance table below illustrate the risks and
volatility of an investment in the Portfolio and its predecessor the Small Cap
Stock Fund, a collective investment fund. The Small Cap Stock Fund's performance
has been included for the periods prior to July 1, 1998 and has been adjusted to
reflect the annual deduction of fees and expenses applicable to shares of the
Small Cap Equity Portfolio (i.e. adjusted to reflect anticipated expenses,
absent investment advisory fees waivers). The Small Cap Stock Fund was not
registered as a mutual fund under Investment Company Act of 1940 and therefore
was not subject to certain investment restrictions, limitations and
diversification requirements imposed by the 1940 Act and the Internal Revenue
Service Code. If the Small Cap Stock Fund had been registered under the 1940
Act, its performance may have been different. Of course, past performance does
not necessarily indicate how the Portfolio will perform in the future.
THIS BAR CHART SHOWS CHANGES IN THE PERFORMANCE OF THE PORTFOLIO'S INSTITUTIONAL
SHARES FROM CALENDAR YEAR TO CALENDAR YEAR. THE BAR CHART DOES NOT REFLECT
DEDUCTIONS FOR RULE 12B-1 DISTRIBUTION FEES, IF SUCH AMOUNTS WERE REFLECTED,
RETURNS WOULD BE LESS.
BEST QUARTER WORST QUARTER
20.59% -17.92%
(September 30, 1997) (June 30, 1998)
Institutional Shares SINCE INCEPTION
AVERAGE ANNUAL RETURNS AS OF 12/31/98 1 YEAR (APRIL 1, 1997)
- ------------------------------------- ------ ---------------
Small Cap Core Portfolio -2.32% 17.40%
Russell 2000 Index* -2.54% 13.99%
- -------------------------
* The Russell 2000 Index is a market weighted index composed of 2000 companies
with market capitalizations from $50 million to $1.8 billion. The Index is
unmanaged and reflects the reinvestment of dividends.
WILMINGTON INTERNATIONAL MULTI-MANAGER PORTFOLIO
The bar chart and the performance table below illustrate the risks and
volatility of an investment in the Portfolio and its predecessor the
International Stock Fund, a collective investment fund. The International Stock
Fund's performance has been included for periods prior to July 1, 1998 and has
been adjusted to reflect the annual deduction of fees and expenses applicable to
shares of the International Equity Portfolio (i.e. adjusted to reflect
anticipated expenses, absent investment advisory fees waivers). The
International Stock Fund was not registered as a mutual fund under the 1940 Act
and therefore was not subject to certain investment restrictions, limitations
and
B-7
<PAGE>
diversification requirements imposed by the 1940 Act and the Internal Revenue
Code. If the International Stock Fund had been registered under the 1940 Act,
its performance may have been different. Of course, the past performance does
not necessarily indicate how the Portfolio will perform in the future.
THIS BAR CHART SHOWS CHANGES IN THE PERFORMANCE OF THE PORTFOLIO'S INSTITUTIONAL
SHARES FROM CALENDAR YEAR TO CALENDAR YEAR. THE BAR CHART DOES NOT REFLECT
DEDUCTIONS FOR RULE 12B-1 DISTRIBUTION FEES, IF SUCH AMOUNTS WERE REFLECTED,
RETURNS WOULD BE LESS.
BEST QUARTER WORST QUARTER
16.21% -22.76%
(September 30, 1989) (September 30, 1990)
Institutional Shares
AVERAGE ANNUAL RETURNS AS OF 12/31/98 1 YEAR 5 YEARS 10 YEARS
- ------------------------------------- ------ ------- --------
International Multi-Manager Portfolio 13.48% 6.17% 9.06%
Morgan Stanley Capital International Europe,
Australasia and Far East Index 20.00% 9.19% 5.54%
- -------------------------
WILMINGTON LARGE CAP VALUE PORTFOLIO
The chart below shows the changes in annual total returns of complete calendar
years for the Portfolio, which commenced operations on June 29, 1998, and for
its predecessor the Value Stock Fund, a collective instrument fund, whose assets
were transferred into the Portfolio on June 29, 1998. The information shows you
how the Portfolio's performance has varied year by year and provides some
indication of the risks of investing in the Portfolio. The Value Stock Fund's
performance has been adjusted to reflect the annual deduction of fees and
expenses applicable to shares of the Portfolio (i.e., adjusted to reflect
anticipated expenses, absent investment advisory fees waivers). The Value Stock
Fund was not registered as a mutual fund under the Investment Company Act of
1940, as amended, (the "1940 Act") and therefore was not subject to certain
investment restrictions, limitations and diversification requirements imposed by
the 1940 Act and the Internal Revenue Code of 1986, as amended (the "Code"). If
the Value Stock Fund had been registered under the 1940 Act, its performance may
have been different. Past performance is not necessarily an indicator of how the
Portfolio will perform in the future.
Bar Chart [Graphic Omitted]
EDGAR Representation of Data Points Used in Printed Graphic
CALENDAR YEAR TOTAL RETURNS
1992 13.48%
1993 13.75%
1994 (1.64)%
1995 34.38%
B-8
<PAGE>
1996 21.86%
1997 24.55%
1998 (2.75)%
THIS BAR CHART SHOWS CHANGES IN THE PERFORMANCE OF THE PORTFOLIO'S INSTITUTIONAL
SHARES FROM CALENDAR YEAR TO CALENDAR YEAR. THE BAR CHART DOES NOT REFLECT
DEDUCTIONS FOR RULE 12B-1 DISTRIBUTION FEES, IF SUCH AMOUNTS WERE REFLECTED,
RETURNS WOULD BE LESS.
BEST QUARTER WORST QUARTER
13.48% -10.62%
(June 30, 1997) (September 30, 1998)
Institutional Shares SINCE INCEPTION
AVERAGE ANNUAL RETURNS AS OF 12/31/98 1 YEAR 5 YEARS (DECEMBER 1, 1991)
- ------------------------------------- ------ ------- ------------------
Large Cap Value Portfolio -2.75% 14.30% 15.29%
S&P 500 Index 28.58% 24.06% 21.08%
- -------------------------
WILMINGTON MID CAP VALUE PORTFOLIO
The Portfolio has not been in operation for a full calendar year.
Institutional Shares SINCE INCEPTION
AVERAGE ANNUAL RETURNS AS OF 12/31/98 1 YEAR (JANUARY 6, 1998)
- ------------------------------------- ------ -----------------
Mid Cap Value Portfolio _____% _____%
Russell Mid Cap Index* 10.10% _____%
- -------------------------
* The Russell Mid Cap Index is an unmanaged index that measures the performance
of the 800 smallest companies in the Russell 1000 Index, which represent
approximately 35% of the total market capitalization of the Russell 1000 Index.
WILMINGTON SMALL CAP VALUE PORTFOLIO
The bar chart and the performance table below illustrate the risks and
volatility of an investment in the Portfolio. Of course, past performance does
not necessarily indicate how the Portfolio will perform in the future.
THIS BAR CHART SHOWS CHANGES IN THE PERFORMANCE OF THE PORTFOLIO'S INSTITUTIONAL
SHARES FROM CALENDAR YEAR TO CALENDAR YEAR. THE BAR CHART DOES NOT REFLECT
DEDUCTIONS FOR RULE 12B-1 DISTRIBUTION FEES, IF SUCH AMOUNTS WERE REFLECTED,
RETURNS WOULD BE LESS.
BEST QUARTER WORST QUARTER
--% --%
(___, 199_) (___, 199_)
B-9
<PAGE>
Institutional Shares SINCE INCEPTION
AVERAGE ANNUAL RETURNS AS OF 12/31/98 1 YEAR (OCTOBER 1, 1995)
- ------------------------------------- ------ -----------------
Small Cap Value Portfolio -12.21% -2.24%
Russell 2000 Index* 15.40% 11.45%
- -------------------------
* The Russell 2000 Index is a market weighted index composed of 2000 companies
with market capitalizations from $50 million to $1.8 billion. The Index is
unmanaged and reflects the reinvestment of dividends.
FEES AND EXPENSES
PLAIN TALK
-----------------------------------------------------------------------
WHAT ARE FUND EXPENSES?
Unlike an index, every mutual fund has operating expenses to pay for
professional advisory, distribution, administration and custody
services. Each Portfolio's expenses in the table below are shown as a
percentage of its net assets. These expenses are deducted from
Portfolio assets.
-----------------------------------------------------------------------
The table below describes the fees and expenses that you may pay if you buy and
hold shares of a Portfolio. No sales charges or other fees are paid directly
from your investment.
<TABLE>
<CAPTION>
INSTITUTIONAL SHARES
ANNUAL FUND OPERATING INTERNATIONAL
EXPENSES (EXPENSES THAT ARE LARGE CAP GROWTH LARGE CAP CORE SMALL CAP CORE MULTI-MANAGER
DEDUCTED FROM PORTFOLIO ASSETS) 1 PORTFOLIO PORTFOLIO PORTFOLIO PORTFOLIO
--------- --------- --------- ---------
<S> <C> <C> <C> <C>
Management fees 0.55% 0.70% 0.60% 0.65%
Distribution (12b-1) fees 0.00% 0.00% 0.00% 0.00%
Other expenses 0.25% % % %
TOTAL ANNUAL OPERATING EXPENSES 2 0.80% % % %
Waivers/reimbursements 0.05% % % %
Net expenses 0.75% 0.80% 0.80% 1.00%
ANNUAL FUND OPERATING
EXPENSES (EXPENSES THAT ARE LARGE CAP VALUE MID CAP VALUE SMALL CAP VALUE
DEDUCTED FROM PORTFOLIO ASSETS) 1 PORTFOLIO PORTFOLIO PORTFOLIO
--------- --------- ---------
<S> <C> <C> <C>
Management fees 0.55% 0.75% 0.75%
Distribution (12b-1) fees 0.00% 0.00% 0.00%
Other expenses 0.29% % %
TOTAL ANNUAL OPERATING EXPENSES 2 0.84% % %
Waivers/reimbursements 0.09% % %
Net expenses 0.75% 1.50% 1.38%
- -------------------------
<FN>
1 The table above and the Example below each reflect the aggregate annual
operating expenses of each Portfolio and the corresponding Series of the
Trust in which the Portfolio invests.
2 For Institutional Shares, WTC has agreed to waive a portion of its advisory
fee or reimburse expenses to the extent total annual operating expenses for
Institutional shares exceed 0.75% for the Large Cap Growth Portfolio; .80%
for the Large Core Portfolio; 0.75% for the Large Cap Value Portfolio;
0.80% for the Small Cap Core Portfolio; and 1.00% for the International
Multi-Manager Portfolio. This waiver will remain in place until the Board
of Trustees approves its termination. The management fees, other expenses
and total annual operating expenses reflected in the table above are based
on the Portfolios' actual expenses for the fiscal year ended June 30, 1999.
</FN>
</TABLE>
B-10
<PAGE>
<TABLE>
<CAPTION>
INVESTOR SHARES
ANNUAL FUND OPERATING INTERNATIONAL
EXPENSES (EXPENSES THAT ARE LARGE CAP GROWTH LARGE CAP CORE SMALL CAP CORE MULTI-MANAGER
DEDUCTED FROM PORTFOLIO ASSETS) 1 PORTFOLIO PORTFOLIO PORTFOLIO PORTFOLIO
--------- --------- --------- ---------
<S> <C> <C> <C> <C>
Management fees 0.55% 0.70% 0.60% 0.65%
Distribution (12b-1) fees 0.25% 0.25% 0.25% 0.25%
Other expenses 0.25% % % %
TOTAL ANNUAL OPERATING EXPENSES 2 1.05% % % %
Waivers/reimbursements 0.05% % % %
Net expenses 1.00% 1.05% 1.05% 1.25%
ANNUAL FUND OPERATING
EXPENSES (EXPENSES THAT ARE LARGE CAP VALUE MID CAP VALUE SMALL CAP VALUE
DEDUCTED FROM PORTFOLIO ASSETS) 1 PORTFOLIO PORTFOLIO PORTFOLIO
--------- --------- ---------
<S> <C> <C> <C>
Management fees 0.55% 0.75% 0.75%
Distribution (12b-1) fees 0.25% 0.25% 0.25%
Other expenses 0.29% % %
TOTAL ANNUAL OPERATING EXPENSES 2 1.09% % %
Waivers/reimbursements 0.09% % %
Net expenses 1.00% 1.75% 1.63%
- -------------------------
<FN>
1 The table above and the Example below each reflect the aggregate annual
operating expenses of each Portfolio and the corresponding Series of the
Trust in which the Portfolio invests.
2 For Investor Shares, WTC has agreed to waive a portion of its advisory fee
or reimburse expenses to the extent total annual operating expenses for
Investor shares exceed 1.00% for the Large Cap Growth Portfolio, 1.05% for
the Large Cap Core Portfolio, 1.05% for the Small Cap Core Portfolio, 1.25%
for the International Multi-Manager Portfolio and 1.00% for the Large Cap
Value Portfolio of Trustees. This waiver will remain in place until the
Board of Trustees approves its termination. The management fees, other
expenses and total annual operating expenses reflected in the table above
are based on the Portfolios' actual expenses for the fiscal year ended June
30, 1999.
</FN>
</TABLE>
EXAMPLE
This example is intended to help you compare the cost of investing in a
Portfolio with the cost of investing in other mutual funds. The table below
shows what you would pay if you invested $10,000 over the various time frames
indicated. The example assumes that:
[BULLET] you reinvested all dividends and other distributions;
[BULLET] the average annual return was 5%;
[BULLET] the Portfolio's maximum (without regard to waivers or expenses) total
operating expenses are charged and remain the same over the time
periods; and
[BULLET] you redeemed all of your investment at the end of the time period.
B-11
<PAGE>
Although your actual cost may be higher or lower, based on these assumptions,
your costs would be:
INSTITUTIONAL SHARES 1 YEAR 3 YEARS 5 YEARS 10 YEARS
- -------------------- ------ ------- ------- --------
Large Cap Growth Portfolio $82 $255 $444 $990
Large Cap Core Portfolio $ $ $ $
Small Cap Core Portfolio $ $ $ $
International Multi-Manager Portfolio $ $ $ $
Large Cap Value Portfolio $86 $268 $466 $1037
Mid Cap Value Portfolio $ $ $ $
Small Cap Value Portfolio $ $ $ $
INVESTOR SHARES 1 YEAR 3 YEARS 5 YEARS 10 YEARS
- --------------- ------ ------- ------- --------
Large Cap Growth Portfolio $107 $334 $579 $1283
Large Cap Core Portfolio $ $ $ $
Small Cap Core Portfolio $ $ $ $
International Multi-Manager Portfolio $ $ $ $
Large Cap Value Portfolio $111 $347 $601 $1329
Mid Cap Value Portfolio $ $ $ $
Small Cap Value Portfolio $ $ $ $
THE ABOVE EXAMPLE IS FOR COMPARISON PURPOSES ONLY AND IS NOT A REPRESENTATION OF
A PORTFOLIO'S ACTUAL EXPENSES AND RETURNS, EITHER PAST OR FUTURE.
INVESTMENT OBJECTIVES
The LARGE CAP GROWTH PORTFOLIO and the SMALL CAP CORE PORTFOLIO each seek
superior long-term growth of capital. The LARGE CAP CORE PORTFOLIO, the LARGE
CAP VALUE PORTFOLIO, the MID CAP VALUE PORTFOLIO and the SMALL CAP VALUE
PORTFOLIO each seek to achieve long-term capital appreciation. The INTERNATIONAL
MULTI-MANAGER PORTFOLIO seeks superior long-term capital appreciation. The
investment objectives for each Portfolio except Large Cap Core Portfolio may not
be changed without shareholder approval. There is no guarantee that a Portfolio
will achieve its investment objective.
For purposes of these investment objectives, "superior" long-term growth of
capital means to exceed the long-term growth of capital from an investment in
the securities comprising the S&P 500 Index (for the Large Cap Growth and Large
Cap Core Portfolios); the Russell 1000 Index for the Large Cap Value Portfolio;
the Russell 2000 Index, (for the Small Cap Core, and the Small Cap Value
Portfolios); and the Russell Mid Cap Index (for the Mid Cap Value Portfolio),
the Morgan Stanley Capital International Europe, Australasia and Far East Index
(for the International Multi-Manager Portfolio). For more information on the
specific Indexes, see the Section entitled "Primary Investment Strategies."
B-12
<PAGE>
PRIMARY INVESTMENT STRATEGIES
PLAIN TALK
-----------------------------------------------------------------------
WHAT ARE GROWTH FUNDS?
Growth funds invest in the common stock of growth-oriented companies
seeking maximum growth of earnings and share price with little regard
for dividend earnings. Generally, companies with high relative rates of
growth tend to reinvest more of their profits into the company and pay
out less to shareholders in the form of dividends. As a result,
investors in growth funds tend to receive most of their return in the
form of capital appreciation.
-----------------------------------------------------------------------
The LARGE CAP GROWTH PORTFOLIO invests its assets in the WT Large Cap Growth
Series, which, under normal market conditions, invests at least 65% of its total
assets in the following equity (or related) securities:
[BULLET] common stocks of U.S.corporations that are judged by the adviser to
have strong growth characteristicsand, with respect to at least 65% of
the Series' total assets, have a market capitalization of $2 billion or
higher at the time of purchase;
[BULLET] options on, or securities convertible (such as convertible preferred
stock and convertible bonds) into, the common stock of U.S.
corporations described above;
[BULLET] options on indexes of the common stock of U.S. corporations described
above; and
[BULLET] contracts for either the future delivery, or payment in respect of the
future market value, of certain indexes of the common stock of U.S.
corporations described above, and options upon such futures contracts.
The adviser looks for high quality, sustainable growth stocks while paying
careful attention to valuation. Research is bottom-up, emphasizing business
fundamentals, including financial statement analysis and industry and competitor
evaluations. The adviser selects stocks it believes exhibit consistent,
above-average earnings growth, superior quality and attractive risk/reward
characteristics. These dominant companies are expected to generate consistent
earnings growth in a variety of economic environments.
The adviser also seeks to provide a greater margin of safety and stability in
the Series. Superior earnings growth is expected to translate ultimately into
superior compounding of returns. Additionally, several valuation tools are used
to avoid over-paying for growth or chasing "hot" stocks. Over time, the adviser
believes these favorable characteristics will produce superior returns with less
risk than many growth styles.
The adviser's research team analyzes a broad universe of over 2,000 companies.
Industry specialists search for high-quality companies growing at roughly double
the market's average. Approximately 150 stocks pass these initial screens and
are subject to thorough research. Dominant market share, strong financials, the
power to price, significant free cash flow and shareholder-oriented management
are critical variables.
B-13
<PAGE>
Final purchase candidates are selected by the adviser's investment committee
based on attractive risk/reward characteristics and diversification guidelines.
Certain industries may be over or under-weighted by the adviser based upon
favorable growth rates or valuation parameters.
The adviser attempts to maintain portfolio continuity by purchasing sustainable
growth companies that are less sensitive to short-term economic trends than
cyclical, low quality companies. The adviser generally sells stocks when the
risk/reward characteristics of a stock turn negative, company fundamentals
deteriorate, or the stock underperforms the market or its peer group. The latter
device is employed to minimize mistakes and protect capital.
The Series combines three distinct components, each of which is intended to
enhance returns and add balance.
LARGE CAP GROWTH STOCKS (over $5 billion in total market cap) - Up to 100%, but
not less than 65%, of the Series' total assets:
[BULLET] Mature, predictable businesses
[BULLET] Capital appreciation and income
[BULLET] Highest liquidity
MEDIUM CAP GROWTH STOCKS (between $1 and $5 billion in total market cap) - Up to
20% of the Series' total assets:
[BULLET] Superior long-term potential
[BULLET] Strong niche or franchise
[BULLET] Seasoned management
SPECIAL SITUATIONS GROWTH OPPORTUNITIES - Up to 20% of the Series' total assets:
[BULLET] Stable return, independent of the market
[BULLET] Unusually favorable risk/reward characteristics
[BULLET] Typically involve corporate restructuring
In order to respond to adverse market, economic, political or other conditions,
the Series may assume a temporary defensive position and invest without limit in
commercial paper and other money market instruments that are rated investment
grade. The result of this action may be that the Series will be unable to
achieve its investment objective.
The LARGE CAP CORE PORTFOLIO invests its assets in the Large Cap Core Series,
which, under normal market conditions, invests at least 65% of its total assets
in the following equity (or related) securities:
[BULLET] securities of U.S. corporations that are judged by the adviser to have
strong growth and valuation characteristics;
[BULLET] options on, or securities convertible (such as convertible preferred
stock and convertible bonds) into, the common stock of U.S.
corporations described above;
[BULLET] receipts or American Depositary Receipts ("ADRs"), which are typically
issued by a U.S. bank or trust company as evidence of ownership of
underlying securities issued by a foreign
B-14
<PAGE>
corporation; and
[BULLET] cash reserves and money market instruments (including securities
issued or guaranteed by the U.S. Government, its agencies or
instrumentalities, repurchase agreements, certificates of deposit
and bankers' acceptances issued by banks or savings and loan
associations, and commercial paper).
The Large Cap Core Series is a diversified portfolio of U.S. equity (or related)
securities, including common stocks, preferred stocks and securities convertible
into common stock of companies with market capitalizations of at least $2
billion. Dividend income is an incidental consideration compared to growth in
capital in the selection of securities. The adviser seeks securities that
possess strong growth and value characteristics based on the evaluation of the
issuer's background, industry position, historical returns and the experience
and qualifications of the management team. The adviser may rotate the Series'
holdings among various market sectors based on economic analysis of the overall
business cycle.
As a temporary defensive investment policy, the Large Cap Core Series may invest
up to 100% of its assets in money market instruments and other short-term debt
instruments, rated investment grade or higher at the time of purchase, and may
hold a portion of its assets in cash. The result of this action may be that the
Series will be unable to achieve its investment objective.
PLAIN TALK
-----------------------------------------------------------------------
WHAT ARE SMALL CAP FUNDS?
Small cap funds invest in the common stock of companies with smaller
market capitalizations. Small cap stocks may provide the potential for
higher growth, but they also typically have greater risk and more
volatility.
-----------------------------------------------------------------------
The SMALL CAP CORE PORTFOLIO invests its assets in the Small Cap Core Series,
which, under normal market conditions, invests at least 65% of its total assets
in the following equity (or related) securities:
[BULLET] common stocks of U.S. corporations that are judged by the adviser to
have strong growth characteristics or to be undervalued in the
marketplace relative to underlying profitability and have a market
capitalization of less than $2 billion at the time of purchase;
[BULLET] options on, or securities convertible (such as convertible preferred
stock and convertible bonds) into, the common stock of U.S.
corporations described above;
[BULLET] options on indexes of the common stock of U.S. corporations described
above; and
[BULLET] contracts for either the future delivery, or payment in respect of the
future market value, of certain indexes of the common stock of U.S.
corporations described above, and options upon such futures contracts.
The Small Cap Core Series is a diversified portfolio of small cap U.S. equity
(or related) securities with a market capitalization of $2 billion or less at
the time of purchase. To achieve the Series' objective of long-term growth of
capital, the Series' adviser employs a combined growth and value investment
approach. The adviser uses proprietary quantitative research techniques to find
companies with long-term growth potential or that seem undervalued. After
analyzing those
B-15
<PAGE>
companies, the adviser invests the Series' assets in the stocks of companies
with the most attractive combination of long-term earnings, growth and
valuation. Securities will be sold to make room for new companies with superior
growth, valuation and projected return characteristics or to preserve capital
where the original assessment of the company's growth prospects and earnings
power has not proven optimistic.
In the Series' efforts to achieve its investment objective, it seeks to
outperform the Russell 2000 Index (assuming a similar investment in the
securities comprising this index would reinvest dividends and capital gains
distributions). The Russell 2000 Index is a passive index of the smallest 2000
stocks in the Russell 3000 Index of the 3000 largest stocks in the U.S. as
measured by market capitalization.
PLAIN TALK
-----------------------------------------------------------------------
WHAT ARE INTERNATIONAL FUNDS?
International funds invest in securities traded in markets of at least
three different countries outside of the United States. An investor in
an international fund can avoid the hassles of investing directly in
foreign securities and let that fund's adviser handle the foreign laws,
trading practices, customs and time zones of the foreign countries.
-----------------------------------------------------------------------
The INTERNATIONAL MULTI-MANAGER PORTFOLIO invests its assets in the
International Multi-Manager Series, which, at all times, invests at least 85% of
its total assets in the following equity (or related) securities:
[BULLET] common stocks of foreign issuers;
[BULLET] preferred stocks and/or debt securities that are convertible securities
of such foreign issuers; and
[BULLET] open or closed-end investment companies (mutual funds) that invest
primarily in the equity securities of issuers in countries where it is
impossible or impractical to invest directly.
The International Multi-Manager Series is a diversified portfolio of equity
securities (including convertible securities) of issuers located outside of the
United States. The Series may use forward currency contracts, options, futures
contracts and options on futures contracts to attempt to hedge actual or
anticipated investment security positions. Three sub-advisers, Clemente Capital,
Inc., Invista Capital Management Inc., and Scudder Kemper Investments, Inc.,
manage the assets of the Series. The adviser allocates the Series' assets among
each sub-adviser in roughly equal portions and then allows each sub-adviser to
use its own investment approach and strategy to achieve the Series' objective.
Clemente's investment approach begins with a global outlook, identifying the
major forces (i.e., political events, social developments, trade and capital
flows) affecting the global environment and then identifying the themes (i.e.,
corporate restructuring, infrastructure spending, consumer's coming of age) that
are responding to the major forces. The third step is to decide which countries
or sectors will benefit from these themes and then seek companies with favorable
growth characteristics in those countries or sectors. The next steps are to
research and identify
B-16
<PAGE>
specific holdings and ongoing monitoring and evaluation of the Series. Series
holdings are sold when shares reach the target price, the fundamentals of a
company have deteriorated or when new companies with superior growth and
valuation characteristics have been identified.
Invista's investment approach focuses on identifying opportunities through a
fundamentally sound, economic value driven process applied evenly across all
international markets. Candidates for purchase are companies whose current price
is substantially below investment value as determined by Invista's estimate of
future free cash flows. Once this evaluation process is applied, purchases are
made among those companies that provide optimal combinations of valuation,
growth and risk. Series holdings are sold when the relative attractiveness of a
security is not as great as additions proposed by a member of the investment
team.
Scudder Kemper's investment approach involves a top-down/bottom-up approach with
a focus on fundamental research. Investment ideas are generated by regional
analysts, global industry analysts and portfolio managers through the
integration of three analytical disciplines; global themes (identification of
sectors and industries likely to gain or lose during specific phases of a
theme's cycle); country analysis (quantitative assessment of each country's
fundamental and political characteristics combined with an objective,
quantitative analysis of market and economic data); and company analysis
(identification of company opportunities by searching for unique attributes such
as franchise or monopoly, above average growth potential, innovation or
scarcity). Series holdings are sold when the analysts indicate that the
underlying fundamentals are no longer strong.
The Series utilizes this multiple sub-adviser arrangement to reduce volatility
through multiple investment approaches, a strategy used by many institutional
investors. For example, a particular investment approach used by a sub-adviser
may be successful in a bear (falling) market, while another investment approach
used by a different sub-adviser may be more successful in a bull (rising)
market. The multiple investment approach is designed to soften the impact of a
single sub-adviser's performance in a market cycle during which that
sub-adviser's investment approach is less successful. Because each sub-adviser
has different investment approaches, the performance of one or more of the
sub-advisers is expected to offset the impact of any other sub-adviser's poor
performance, regardless of the market cycle. Unfortunately, this also works the
opposite way. The successful performance of a sub-adviser will be diminished by
the less successful performances of the other sub-advisers. There can be no
guarantee that the expected advantages of the multiple adviser technique will be
achieved.
In the Series' efforts to achieve its investment objective, it seeks to
outperform the Morgan Stanley Capital International Europe, Australasia & Far
East ("EAFE") Index (assuming a similar investment in the securities comprising
this index would reinvest dividends and capital gains distributions). The EAFE
Index is an unmanaged index comprised of the stocks of approximately 1100
companies, screened for liquidity, cross ownership and industry representation
and listed on major stock exchanges in Europe, Australasia and the Far East.
B-17
<PAGE>
PLAIN TALK
-----------------------------------------------------------------------
WHAT ARE VALUE FUNDS?
Value funds invest in the common stock of companies that are considered
by the adviser to be undervalued relative to their underlying
profitability, or rather their stock price does not reflect the value
of the company.
-----------------------------------------------------------------------
THE VALUE PORTFOLIOS: Through their investment in corresponding Series, the
Large Cap Value, Mid Cap Value and Small Cap Value Portfolios seek to invest in
stocks that are less expensive than comparable companies, as determined by
price/earnings ratios, cash flows or other measures. Value investing therefore
may reduce risk while offering potential for capital appreciation as a stock
gains favor among other investors and its price rises.
The Series are managed using investment ideas that the adviser has used
for over twenty-five years. The Series' adviser relies on selecting individual
stocks and does not try to predict when the stock market might rise or fall. It
seeks out those stocks that are undervalued and, in some cases, neglected by
financial analysts. The adviser evaluates the degree of analyst recognition by
monitoring the number of analysts who follow the company and recommend its
purchase or sale to investors.
The adviser starts by identifying early change in a company's
operations, finances or management. The adviser is attracted to companies which
will look different tomorrow - operationally, financially, managerially when
compared to yesterday. This type of dynamic change often creates confusion and
misunderstandings and may lead to a drop in the company's stock price. Examples
of change include mergers, acquisitions, divestitures, restructuring, change of
management, new market/product/means of production/distribution, regulatory
change, etc. Once change is identified, the adviser evaluates the company on
several levels. It analyzes:
[BULLET] Financial models based principally upon projected cash flows
[BULLET] The price of the company's stock in the context of what the market
is willing to pay for stock of comparable companies and what a
strategic buyer would pay for the whole company
[BULLET] The extent of management's ownership interest in the company
[BULLET] The company's market by corroborating its observations and
assumptions by meeting with management, customers and suppliers
The adviser also evaluates the degree of recognition of the business by
the investors by monitoring the number of sell side analysts who closely follow
the company and the nature of the shareholder base. Before deciding to purchase
a stock, the adviser conducts an extensive amount of business due diligence to
corroborate its observations and assumptions.
The identification of change comes from a variety of sources including
the private capital network which the adviser has established among its clients,
historical investments and intermediaries. The adviser also makes extensive use
of clipping services and regional brokers
B-18
<PAGE>
and bankers to identify elements of change. The investment professionals
regularly meet companies around the country and sponsor more than 200
company/management meetings in its New York office.
By reviewing historical relationships and understanding the
characteristics of a business, the adviser establishes valuation parameters
using relative ratios or target prices. In its overall assessment, the adviser
seeks stocks that it believes have a greater upside potential than downside risk
over an 18 to 24-month holding period.
An important function of the adviser is to set a price target, that is,
the price at which the stock will be sold when there has been no fundamental
change in the investment case. The adviser constantly monitors the companies
held by the Series to determine if there have been any fundamental changes in
the reasons that prompted the initial purchase of the stock. If significant
changes for the better have not materialized, the stock will be sold. The
initial investment case for stock purchase, which has been documented, is
examined by the adviser's investment professionals. A final decision on selling
the stock is made after all such factors are analyzed.
The LARGE CAP VALUE PORTFOLIO invests its assets in the Large Cap Value Series,
which, under normal conditions, invests at least 65% of its total assets in the
following equity (or related) securities:
[BULLET] common stocks of U.S. corporations that are judged by the adviser to be
undervalued in the marketplace relative to underlying profitability and
have a market capitalization of $10 billion or higher at the time of
purchase;
[BULLET] options on, or securities convertible (such as convertible preferred
stock and convertible bonds) into, the common stock of U.S.
corporations described above;
[BULLET] options on indexes of the common stock of U.S. corporations described
above;
[BULLET] contracts for either the future delivery, or payment in respect of the
future market value, of certain indexes of the common stock of U.S.
corporations described above, and options upon such futures contracts;
and
[BULLET] without limit in commercial paper and other money market instruments
rated in one of the two highest rating categories by a nationally
recognized statistical rating organization ("NSRO"), in response to
adverse market conditions, as a temporary defensive position. The
result of this action may be that the Series will be unable to achieve
its investment objective.
The Large Cap Value Series is a diversified portfolio of large cap U.S. equity
(or related) securities that are deemed by the adviser to be undervalued as
compared to the company's profitability potential.
The MID CAP VALUE PORTFOLIO invests its assets in the Mid Cap Value Series,
which, under normal conditions, invests at least 65% of its total assets in the
following equity (or related) securities:
[BULLET] common and preferred stocks of U.S. corporations that are judged by the
adviser to be undervalued in the marketplace relative to underlying
profitability and have a market capitalization between $1 and $10
billion at the time of purchase;
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<PAGE>
[BULLET] securities convertible (such as convertible preferred stock and
convertible bonds) into, the common stock of U.S. corporations
described above;
[BULLET] warrants; and
[BULLET] without limit in commercial paper and other money market instruments
rated in one of the two highest rating categories by a "NRSRO", in
response to adverse market conditions, as a temporary defensive
position. The result of this action may be that the Series will be
unable to achieve its investment objective.
The Mid Cap Value Series is a diversified portfolio of medium cap U.S. equity
(or related) securities that are deemed by the adviser to be undervalued as
compared to the company's profitability potential.
The SMALL CAP VALUE PORTFOLIO invests its assets in the Small Cap Value Series,
which, under normal conditions, invests at least 65% of its total assets in the
following equity (or related) securities:
[BULLET] common and preferred stocks of U.S. corporations that are judged by the
adviser to be undervalued in the marketplace relative to underlying
profitability and have a market capitalization of $1 billion or less at
the time of purchase;
[BULLET] securities convertible (such as convertible preferred stock and
convertible bonds) into, the common stock of U.S. corporations
described above;
[BULLET] warrants; and
[BULLET] without limit in commercial paper and other money market instruments
rated in one of the two highest rating categories by a NRSRO, in
response to adverse market conditions, as a temporary defensive
position. The result of this action may be that the Series will be
unable to achieve its investment objective.
The Small Cap Value Series is a diversified portfolio of large cap U.S. equity
(or related) securities that are deemed by the adviser to be undervalued as
compared to the company's profitability potential.
ALL SERIES. The frequency of portfolio transactions and a Series' turnover rate
will vary from year to year depending on the market. Increased turnover rates
incur the cost of additional brokerage commissions and may cause you to receive
larger capital gain distributions. Series turnover rate is normally expected to
be less than 100% for each of the Series.
Each Series also may use other strategies and engage in other investment
practices, which are described in detail in our Statement of Additional
Information.
ADDITIONAL RISK INFORMATION
The following is a list of certain risks that may apply to your investment in a
Portfolio, unless otherwise indicated. Further information about investment
risks is available in our Statement of Additional Information:
[BULLET] CURRENCY RISK: The risk related to investments denominated in foreign
currencies. Foreign
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<PAGE>
securities are usually denominated in foreign currency therefore
changes in foreign currency exchange rates can affect the net asset
value of the International Multi-Manager Portfolio. (International
Multi-Manager Portfolio)
[BULLET] DERIVATIVES RISK: Some of the Series' investments may be referred to as
"derivatives" because their value depends on, or derives from, the
value of an underlying asset, reference rate or index. These
investments include options, futures contracts and similar investments
that may be used in hedging and related income strategies. The market
value of derivative instruments and securities is sometimes more
volatile than that of other investments, and each type of derivative
may pose its own special risks. As a fundamental policy, no more than
15% of a Series' total assets may at any time be committed or exposed
to derivative strategies.
[BULLET] FOREIGN SECURITY RISK: The risk of losses due to political, regulatory,
economic, social or other uncontrollable forces in a foreign country
not normally associated with investing in the U.S. markets.
(International Multi-Manager Portfolio and the Large Cap Core
Portfolio)
[BULLET] GROWTH-ORIENTED INVESTING RISK: The risk that an investment in a
growth-oriented portfolio, which invests in growth-oriented companies,
will be more volatile than the rest of the U.S. market as a whole.
(Large Cap Growth, Large Cap Core and Small Cap Core Portfolios)
[BULLET] MARKET RISK: The risk that the market value of a security may move up
and down, sometimes rapidly and unpredictably. The prices of equity
securities change in response to many factors including the historical
and prospective earnings of the issuer, the value of its assets,
general economic conditions, interest rates, investor perceptions and
market liquidity.
[BULLET] MASTER/FEEDER RISK: The Portfolios' master/feeder structure is
relatively new and more complex. While this structure is designed to
reduce costs, it may not do so, and the Portfolios might encounter
operational or other complications. For example, large-scale
redemptions by other feeders of their shares of a master fund could
have adverse effects on a Portfolio such as requiring the liquidation
of a substantial portion of the master fund's holdings at a time when
it could be disadvantageous to do so. Also, other feeders of a master
fund may have a greater ownership interest in the master fund than a
Portfolio's interest, and, therefore, could have effective voting
control over the operation of the master fund.
[BULLET] OPPORTUNITY RISK: The risk of missing out on an investment opportunity
because the assets necessary to take advantage of it are tied up in
less advantageous investments.
[BULLET] SMALL CAP RISK: Small cap companies may be more vulnerable than larger
companies to adverse business or economic developments. Small cap
companies may also have limited product lines, markets or financial
resources, may be dependent on relatively small or inexperienced
management groups and may operate in industries characterized by rapid
technological obsolescence. Securities of such companies may be less
liquid and more volatile than securities of larger companies and
therefore may involve greater risk than investing in larger companies.
(Small Cap Core Portfolio)
[BULLET] VALUATION RISK: The risk that a Series has valued certain of its
securities at a higher price than it can sell them
[BULLET] VALUE INVESTING RISK: The risk that a portfolio's investment in
companies whose securities are believed to be undervalued, relative to
their underlying profitability, do not appreciate in value as
anticipated. (Large Cap Value, Mid Cap Value, Small Cap Value and Small
Cap
B-21
<PAGE>
Core Portfolios)
[BULLET] YEAR 2000 COMPLIANCE RISK: Like other organizations around the world,
the Portfolios could be adversely affected if the computer systems used
by their various service providers (or the market in general) do not
properly operate after January 1, 2000. The Portfolios are taking steps
to address the Year 2000 issue with respect to the computer systems
that they rely 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 Portfolios.
Additionally, if a company in which a 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 of a Series' holdings may have a similar impact on the price of
the Series' shares. Each Series' adviser or sub-adviser will relay 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. The adviser is not able to audit any company and its major
suppliers to verify their Year 2000 readiness.
FINANCIAL HIGHLIGHTS
The financial highlights table is intended to help you understand each
Portfolio's financial performance for the past 5 years or since the Portfolio's
inception, is shorter. Certain information reflects financial results for a
single share of a Portfolio. The total returns in the table represent the rate
that a shareholder would have earned (or lost) on an investment in a Portfolio
(assuming reinvestment of all dividends and other distributions). This
information has been audited by ______, whose report, along with each
Portfolio's financial statements, is included in the Annual Report, which is
available without charge upon request.
[FINANCIAL HIGHLIGHTS TABLES TO BE INSERTED IN FINAL PROSPECTUS]
B-22
<PAGE>
MANAGEMENT OF THE FUND
The Board of Trustees for each Portfolio supervises the management, activities
and affairs of the Portfolio and has approved contracts with various financial
organizations to provide, among other services, the day-to-day management
required by a Portfolio and its shareholders.
INVESTMENT ADVISER
PLAIN TALK
-----------------------------------------------------------------------
WHAT IS AN INVESTMENT ADVISER?
The investment adviser makes investment decisions for a mutual fund and
continuously reviews, supervises and administers the fund's investment
program. The Board of Trustees supervises the investment adviser and
establishes policies that the adviser must follow in its management
activities.
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Wilmington Trust Company, the investment adviser for the Large Cap Core Series,
the Small Cap Core Series and the International Multi-Manager Series, is located
at 1100 North Market Street, Wilmington, Delaware 19890. WTC is a wholly owned
subsidiary of Wilmington Trust Corporation, which is a publicly held bank
holding company. WTC, subject to the supervision of the Board of Trustees,
directs the investments of these Series in accordance with their respective
investment objectives, policies and limitations. For the International
Multi-Manager Series, WTC allocates the Series' assets equally among the
sub-advisers and then oversees their investment activities. In addition to
serving as investment adviser for the Series, WTC is engaged in a variety of
investment advisory activities, including the management of other mutual funds
and collective investment pools.
Under an advisory agreement, the Large Cap Core Series pays a monthly fee to WTC
at the annual rate of 0.70% of the Series' first $1 billion of average daily net
assets; 0.65% of the Series' next $1 billion of average daily net assets; and
0.60% of the Series' average daily net assets over $2 billion. The Small Cap
Core Series pays WTC a monthly advisory fee at the annual rate of 0.60% of the
Series' first $1 billion of average daily net assets; 0.55% of the Series' next
$1 billion of average daily net assets; and 0.50% of the Series' average daily
net assets over $2 billion. The International Multi-Manager Series pays WTC a
monthly advisory fee at the annual rate of 0.65% of the Series' average daily
net assets. Prior to November 1, 1999, WTC served as investment adviser to the
Large Cap Growth Series and the Large Cap Value Series. For the twelve months
ended June 30, 1999, WTC received the following fees (after fee waivers), as a
percentage of each Series, average daily net assets:
WT Large Cap Growth Series %
Large Cap Value Series %
Small Cap Core Series %
International Multi-Manager Series %
For the period from October 20, 1998 to June 30, 1999, WTC received advisory
fees of ___% from the Large Cap Core Series. The Series' previous adviser,
Kiewit Investment Management Corp., received advisory fees of ___% for the
period from July 1 to October 19, 1998.
B-23
<PAGE>
Cramer Rosenthal McGlynn, LLC, 707 Westchester Avenue, White Plains, New York
10604, serves as the investment adviser to the Large Cap Value Series, the Mid
Cap Value Series and the Small Cap Value Series. Subject to the supervision of
the Board of Trustees, CRM makes investment decisions for these Series. CRM and
its predecessors have managed equity investments, including a mutual fund, for
more than twenty-five years. As of September 30, 1999, CRM has over $4 billion
of assets under management.
Under the advisory agreement, the Large Cap Value Series pays a monthly advisory
fee to CRM at the annual rate of 0.55% of its first 1 billion of average daily
net assets; 0.50% of the Series' next $1 billion of average daily net assets;
and 0.45% of the Series' average daily net assets over $2 billion. The Mid Cap
Value Series and the Small Cap Value Series each pay CRM a monthly advisory fee
of 0.75% of the Series' first $1 billion of average daily net assets; 0.70% of
the Series' next $1 billion of average daily net assets; and 0.55% of the
Series' average daily net assets over $2 billion. For the twelve months ended
June 30, 1999, CRM received advisory fees of ___% for the Large Cap Value
Series, ___% for Mid Cap Value Series and ___% for Small Cap Value Series, as a
percentage of the Series' average daily net assets.
Roxbury Capital Management, Inc., 100 Wilshire Boulevard, Suite 600, Santa
Monica, California 90401, serves as the investment adviser for the WT Large Cap
Growth Series. Roxbury is engaged in a variety of investment advisory activities
in the management of separate accounts and, as of _______, 1999, has assets of
approximately $______ under management. Roxbury does not currently advise any
other mutual fund.
Under the advisory agreement, the WT Large Cap Growth Series pays a monthly
advisory fee to Roxbury at the annual rate of 0.55% of the Series' first $1
billion of average daily net assets; 0.50% of the Series next $1 billion of
average daily net assets; and 0.45% of the Series' average daily net assets.
PORTFOLIO MANAGERS
E. MATTHEW BROWN, Vice President of WTC leads a "growth" team and is responsible
for the day-to-day management of the Large Cap Core Series. Mr. Brown joined WTC
in October of 1996. Prior to joining WTC, he served as Chief Investment Officer
of PNC Bank, Delaware, from 1993 through 1996.
Mr. Brown also is responsible for co-management of the Small Cap Core Series.
THOMAS P. NEALE, CFA, Vice President, Equity Research Division of WTC is a
member of the "growth" team and is responsible for the co-management of the
Small Cap Core Series. Mr. Neale joined Wilmington Trust in 1986 as an
Institutional Multi-Manager Portfolio Manager. Currently he specializes in
managing taxable accounts for Delaware holding companies and has equity research
responsibilities following the insurance and brokerage industries.
ROBERT J. CHRISTIAN, Chief Investment Officer of WTC, or his delegate, is
primarily responsible for monitoring the day-to-day investment activities of the
sub-advisers to the International Multi-
B-24
<PAGE>
Manager Series. Mr. Christian has been a Director of Wilmington Management
Corporation since February 1996, and was Chairman and Director of PNC Equity
Advisors Company, and President and Chief Investment Officer of PNC Asset
Management Group, Inc. from 1994 to 1996. He was Chief Investment Officer of PNC
Bank, N.A. from 1992 to 1996 and Director of Provident Capital Management from
1993 to 1996.
The day-to-day management of the Large Cap Value Series, the Mid Cap Value
Series and the Small Cap Value Series is shared by a team of individuals
employed by the CRM. Ronald H. McGlynn and Jay B. Abramson are responsible for
the overall management of these Series. In addition, Michael A. Prober is part
of the team responsible for the management of Mid Cap Value Series; Scott L.
Scher and Christopher Fox are part of the team responsible for the management of
Small Cap Value Series; and Kevin M. Chin and Adam L. Starr are part of the team
responsible for the management of the Large Cap Value Series. Each portfolio
manager's business experience and educational background is as follows:
RONALD H. MCGLYNN President and Chief Executive Officer since 1983 and Co-Chief
Investment Officer of CRM. He has been with CRM for twenty-five years and is
responsible for investment policy, portfolio management and investment research.
Prior to his association with CRM, Mr. McGlynn was a Portfolio Manager at
Oppenheimer & Co. He received a B.A. from Williams College and a M.B.A. from
Columbia University.
JAY B. ABRAMSON, CPA Executive Vice President since 1989 and Director of
Research and Co-Chief Investment Officer of CRM. He has been with CRM for twelve
years and is responsible for investment research and portfolio management. Mr.
Abramson received a B.S.E. and J.D. from the University of Pennsylvania Wharton
School and Law School, respectively, and is a Certified Public Accountant.
MICHAEL A. PROBER Vice President of CRM since 1993 where he is responsible for
investment research. Prior to joining CRM in 1993, he worked in corporate
finance and commercial banking at Chase Manhattan Bank and as a Research Analyst
for Alpha Capital Venture Partners. Mr. Prober received a B.B.A. from the
University of Michigan and an M.M. from the Northwestern University J.L. Kellogg
Graduate School of Management.
SCOTT L. SCHER, CFA Vice President of CRM since 1995 where he is responsible for
investment research. Prior to joining CRM in 1995, he worked as an
analyst/portfolio manager at The Prudential from 1988. Mr. Scher received a B.A.
from Harvard College, a M.B.A. from Columbia Business School and is a Chartered
Financial Analyst.
KEVIN M. CHIN is a Vice President at CRM. Kevin joined CRM in 1989. He is
responsible for investment research. Formerly, Kevin was a Financial Analyst for
the Mergers and Acquisitions Department of Morgan Stanley and a risk arbitrageur
with The First Boston Corporation. He received a BS from Columbia University
School of Engineering and Applied Science.
CHRISTOPHER S. FOX, CFA joined CRM in 1999 as a Vice President and has over
fifteen years experience in the Investment business. In 1995 Chris co-founded
Schaenen Fox Capital
B-25
<PAGE>
Management, LLC, a hedge fund with small cap value investments. He previously
was at Schaenen Wood & Associates, Inc. as Vice President and Senior
Manager/Analyst; Chemical Bank's Private Banking Division as a portfolio manager
and analyst; and Drexel Burnham Lambert, Inc. as a financial analyst. Chris
earned a BA in Economics from the State University of New York at Albany and an
MBA in Finance from New York University's Stern School of Business.
ADAM L. STARR joined CRM in 1999 as a Vice President and is responsible for
investment research. Prior to CRM, he was a Partner and Portfolio Manager at
Weiss, Peck & Greer, LLC. Previously, he was an Analyst and Portfolio Manager at
Charter Oak Partners and First Manhattan Company. Adam earned an MBA from
Columbia University.
The day-to-day management of the Large Cap Growth Series is the responsibility
of Roxbury's Investment Committee. The Investment Committee meets regularly to
make investment decisions for the Series and relies on Roxbury's research team.
SUB-ADVISERS
The International Multi-Manager Series has three sub-advisers, Clemente Capital
Inc., Invista Capital Management, Inc. and Scudder Kemper Investments, Inc.
Clemente, located at Carnegie Hall Tower, 152 West 57th Street, 25th Floor, New
York, New York 10019, registered as an investment adviser in 1979. Clemente
manages in excess of $500 million in assets. Leopoldo M. Clemente, President and
Chief Investment Officer serves as portfolio manager for the portion of the
International Multi-Manager Series' assets under Clemente's management. Mr.
Clemente has been responsible for portfolio management and security selection
for the past eight years.
Invista, located at 1800 Hub Tower, 699 Walnut Street, Des Moines, Iowa 50309,
is a registered investment adviser organized in 1984. Invista is an indirect,
wholly owned subsidiary of Principal Mutual Life Insurance Company. Invista
manages in excess of $26 billion in assets, of which approximately $3.8 billion
are in foreign equities in separately managed accounts and mutual funds for
public funds, corporations, endowments and foundations, insurance companies and
individuals. Scott D. Opsal, CFA, Executive Vice President and lead portfolio
manager of international equities for Invista, is the portfolio manager for the
portion of the International Multi-Manager Series under Invista's management.
Mr. Opsal joined Invista at its inception in 1985 and assumed his current
responsibilities in 1993. Before 1993, his responsibilities included security
analysis and portfolio management activities for various U.S. equity portfolios,
managing the firm's convertible securities and overseeing Invista's index fund
and derivatives positions. Kurtis D. Spieler, CFA, Vice President and manager of
the firm's dedicated emerging market portfolios, is Mr. Opsal's backup. Mr.
Spieler has been Invista's emerging markets portfolio manager since joining
Invista in 1995.
Scudder Kemper, located at 345 Park Avenue, New York, New York 10154, was
founded as America's first independent investment counselor and has served as
investment adviser, administrator and distributor of mutual funds since 1928.
Scudder Kemper manages in excess of $200 billion in assets, with approximately
$30 billion of those assets in foreign investments in separately managed
accounts for pension funds, foundations, educational institutions and
B-26
<PAGE>
government entities and in open-end and closed-end investment companies. Irene
T. Cheng serves as the lead portfolio manager for the portion of the
International Multi-Manager Series' assets under Scudder Kemper's management.
Ms. Cheng has been in the asset management business for over nine years and
joined Scudder Kemper as a portfolio manager in 1993.
SERVICE PROVIDERS
The chart below provides information on the Portfolios' primary service
providers.
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<PAGE>
CHART
B-28
<PAGE>
SHAREHOLDER INFORMATION
PRICING OF SHARES
The Portfolios value their assets based on current market values when such
values are available. These prices normally are supplied by a pricing service.
Any assets held by a Portfolio that are denominated in foreign currencies are
valued daily in U.S. dollars at the foreign currency exchange rates that are
prevailing at the time that PFPC determines the daily net asset value. To
determine the value of those securities, PFPC may use a pricing service that
takes into account not only developments related to specific securities, but
also transactions in comparable securities. Securities that do not have a
readily available current market value are valued in good faith under the
direction of the Board of Trustees.
PLAIN TALK
-----------------------------------------------------------------------
WHAT IS THE NET ASSET VALUE or "NAV"?
NAV = Assets - Liabilities
--------------------
Outstanding Shares
-----------------------------------------------------------------------
PFPC determines the NAV per share of each Portfolio as of the close of regular
trading on the New York Stock Exchange (currently 4:00 p.m., Eastern time), on
each Business Day (a day that the Exchange, the Transfer Agent and the
Philadelphia branch of the Federal Reserve Bank are open for business). The NAV
is calculated by adding the value of all securities and other assets in a
Portfolio, deducting its liabilities and dividing the balance by the number of
outstanding shares in that Portfolio.
Shares will not be priced on those days the Portfolios' offices are closed. As
of the date of this prospectus, those days are:
New Year's Day Memorial Day Veterans Day
Martin Luther King, Jr. Day Independence Day Thanksgiving Day
President's Day Labor Day Christmas Day
Good Friday Columbus Day
PURCHASE OF SHARES
PLAIN TALK
-----------------------------------------------------------------------
HOW TO PURCHASE SHARES:
[BULLET] Directly by mail or by wire
[BULLET] As a client of WTC through a trust account or a corporate cash
management account
[BULLET] As a client of a Service Organization
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Portfolio shares are offered on a continuous basis and are sold without any
sales charges. The minimum initial investment in Investor or Institutional class
shares of each Portfolio is $1,000, but additional investments may be made in
any amount. You may purchase shares as specified below.
B-29
<PAGE>
You may also purchase shares if you are a client of WTC through your trust or
corporate cash management accounts. If you are a client of an institution (such
as a bank or broker-dealer) that has entered into a servicing agreement with the
distributor ("Service Organization"), you may also purchase shares through such
Service Organization. You should also be aware that you may be charged a fee by
WTC or the Service Organization in connection with your investment in the
Portfolios. If you wish to purchase Portfolio shares through your account at WTC
or a Service Organization, you should contact that entity directly for
information and instructions on purchasing shares.
BY MAIL: You may purchase shares by sending a check drawn on a U.S. bank payable
to WT Mutual Fund, indicating the name of the Portfolio, along with a completed
application (included at the end of this prospectus). If a subsequent investment
is being made, the check should also indicate your Portfolio account number.
When you make purchases by check, each Portfolio may withhold payment on
redemptions until it is reasonably satisfied that the funds are collected (which
can take up to 10 days). If you purchase shares with a check that does not
clear, your purchase will be canceled and you will be responsible for any losses
or fees incurred in that transaction. Send the check and application to:
BY REGULAR MAIL: BY OVERNIGHT MAIL:
--------------- -----------------
WT Mutual Fund WT Mutual Fund
c/o PFPC Inc. c/o PFPC Inc.
P.O. Box _____ 400 Bellevue Parkway, Suite 108
Wilmington, DE 19899 Wilmington, DE 19809
BY WIRE: You may purchase shares by wiring federal funds readily available.
Please call PFPC at (800) ______ for instructions and to make specific
arrangements before making a purchase by wire, and if making an initial
purchase, to also obtain an account number.
ADDITIONAL INFORMATION REGARDING PURCHASES: Purchase orders received by the
Transfer Agent before the close of regular trading on the Exchange on any
Business Day will be priced at the NAV that is determined as of the close of
trading. Purchase orders received after the close of regular trading on the
Exchange will be priced as of the close of regular trading on the following
Business Day.
Any purchase order may be rejected if a Portfolio determines that accepting the
order would not be in the best interest of the Portfolio or its shareholders.
It is the responsibility of WTC or the Service Organization to transmit orders
for the purchase of shares by its customers to the Transfer Agent and to deliver
required funds on a timely basis, in accordance with the procedures stated
above.
For information on other ways to purchase shares, including through an
individual retirement account (IRA), an automatic investment plan or a payroll
investment plan, please refer to the Statement of Additional Information.
B-30
<PAGE>
REDEMPTION OF SHARES
PLAIN TALK
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HOW TO REDEEM (SELL) SHARES:
[BULLET] By mail
[BULLET] By telephone
-----------------------------------------------------------------------
You may sell your shares on any Business Day as described below. Redemptions are
effected at the NAV next determined after the Transfer Agent has received your
redemption request. There is no fee when Portfolio shares are redeemed. It is
the responsibility of WTC or the Service Organization to transmit redemption
orders and credit their customers' accounts with redemption proceeds on a timely
basis. Redemption checks are mailed on the next Business Day following receipt
by the Transfer Agent of redemption instructions, but never later than 7 days
following such receipt. Amounts redeemed by wire are normally wired on the date
of receipt of redemption instructions (if received by the Transfer Agent before
4:00 p.m. Eastern time), or the next Business Day (if received after 4:00 p.m.
Eastern time, or on a non-Business Day), but never later than 7 days following
such receipt. If you purchased your shares through an account at WTC or a
Service Organization, you should contact WTC or the Service Organization for
information relating to redemptions. The Portfolio's name and your account
number should accompany any redemption requests.
BY MAIL: If you redeem your shares by mail, you should submit written
instructions with a "signature guarantee." A signature guarantee verifies the
authenticity of your signature. You can obtain one from most banking
institutions or securities brokers, but not from a notary public. You must
indicate the Portfolio name, your account number and your name. The written
instructions and signature guarantee should be mailed to:
BY REGULAR MAIL: BY OVERNIGHT MAIL:
--------------- -----------------
WT Mutual Fund WT Mutual Fund
c/o PFPC Inc. c/o PFPC Inc.
P.O. Box _____ 400 Bellevue Parkway, Suite 108
Wilmington, DE 19899 Wilmington, DE 19809
BY TELEPHONE: If you prefer to redeem your shares by telephone you may elect to
do so. However there are certain risks. The Portfolios have certain safeguards
and procedures to confirm the identity of callers and to confirm that the
instructions communicated are genuine. If such procedures are followed, you will
bear the risk of any losses.
ADDITIONAL INFORMATION REGARDING REDEMPTIONS: Redemption proceeds may be wired
to your predesignated bank account in any commercial bank in the United States
if the amount is $1,000 or more. The receiving bank may charge a fee for this
service. Proceeds may also be mailed to your bank or, for amounts of $10,000 or
less, mailed to your Portfolio account address of record if the address has been
established for at least 60 days. In order to authorize the Transfer Agent to
mail redemption proceeds to your Portfolio account address of record, complete
the appropriate
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section of the Application for Telephone Redemptions or include your Portfolio
account address of record when you submit written instructions. You may change
the account that you have designated to receive amounts redeemed at any time.
Any request to change the account designated to receive redemption proceeds
should be accompanied by a guarantee of your signature by an eligible
institution. A signature and a signature guarantee are required for each person
in whose name the account is registered. Further documentation will be required
to change the designated account when a corporation, other organization, trust,
fiduciary or other institutional investor holds the Portfolio shares.
If shares to be redeemed represent a recent investment made by check, each
Portfolio reserves the right not to make the redemption proceeds available until
it has reasonable grounds to believe that the check has been collected (which
could take up to 10 days).
SMALL ACCOUNTS: If the value of your Portfolio account falls below $500, the
Portfolio may ask you to increase your balance. If the account value is still
below such amount after 60 days, the Portfolio may close your account and send
you the proceeds. The Portfolio will not close your account if it falls below
$500 solely as a result of a reduction in your account's market value.
The Mid Cap Value, Small Cap Value and Large Cap Value Portfolios reserve the
right to make "redemptions in kind" - payments of redemption proceeds in
portfolio securities rather than cash - if the amount redeemed is large enough
to affect their respective Series' operations (for example, if it represents
more than 1% of the Series' assets).
For information on other ways to redeem shares, please refer to the Statement of
Additional Information.
EXCHANGE OF SHARES
PLAIN TALK
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WHAT IS AN EXCHANGE OF SHARES?
An exchange of shares allows you to move your money from one fund to
another fund within the family of funds.
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You may exchange all or a portion of your shares in a Portfolio for the same
class of shares of certain other Portfolios of the Fund. These other Portfolios
are:
Wilmington Prime Money Market Portfolio
Wilmington U.S. Government Portfolio
Wilmington Tax-Exempt Portfolio
Wilmington Premier Money Market Portfolio
Wilmington Short/Intermediate Bond Portfolio
Wilmington Intermediate Bond Portfolio
Wilmington Municipal Bond Portfolio
Wilmington Large Cap Growth Portfolio
Wilmington Large Cap Core Portfolio
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Wilmington Small Cap Core Portfolio
Wilmington Large Cap Value Portfolio
Wilmington Mid Cap Value Portfolio
Wilmington Small Cap Value Portfolio
Wilmington International Equity Portfolio
Redemption of shares through an exchange will be effected at the NAV per share
next determined after the Transfer Agent receives your request. A purchase of
shares through an exchange will be effected at the NAV per share determined at
that time or as next determined thereafter.
Exchange transactions will be subject to the minimum initial investment and
other requirements of the Portfolio into which the exchange is made. An exchange
may not be made if the exchange would leave a balance in a shareholder's account
of less than $500.
To obtain prospectuses of the other Portfolios, you may call (800) ______ . To
obtain more information about exchanges, or to place exchange orders, contact
the Transfer Agent, or, if your shares are held in a trust account with WTC or
in an account with a Service Organization, contact WTC or the Service
Organization. The Portfolios may terminate or modify the exchange offer
described here and will give you 60 days' notice of such termination or
modification. This exchange offer is valid only in those jurisdictions where the
sale of Portfolio shares to be acquired through such exchange may be legally
made.
DISTRIBUTIONS
PLAIN TALK
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WHAT IS NET INVESTMENT INCOME?
Net investment income consists of interest and dividends earned by a
fund on its investments less accrued expenses.
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Distributions from the net investment income of each Portfolio dividends are
declared and paid annually to you. Any net capital gain realized by a Portfolio
will be distributed annually. Net realized gains or losses from foreign currency
transactions in the International Multi-Manager Portfolio are included as a
component of net investment income.
Distributions are payable to the shareholders of record at the time the
distributions are declared (including holders of shares being redeemed, but
excluding holders of shares being purchased). All distributions are reinvested
in additional Portfolio shares unless you have elected to receive the
distributions in cash.
TAXES
As long as a Portfolio meets the requirements for being a "regulated investment
company," it pays no Federal income tax on the earnings and gains it distributes
to shareholders. While each Portfolio may invest in Securities that earn
interest exempt from Federal income tax, the Portfolios invest primarily in
taxable Securities. Each Portfolio will notify you following the end
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of the calendar year of the amount of dividends and other distributions paid
that year.
Dividends you receive from the Portfolio, whether reinvested in Portfolio shares
or taken as cash, are generally taxable to you as ordinary income. The
Portfolios' distributions of a net capital gain, whether received in cash or
reinvested in additional Portfolio shares, are taxable to you as long-term
capital gain, regardless of the length of time you have held your shares. You
should be aware that if Portfolio shares are purchased shortly before the record
date for any dividend or capital gain distribution, you will pay the full price
for the shares and will receive some portion of the price back as a taxable
distribution. Each of the Large Cap Growth Portfolio, the Small Cap Core
Portfolio and the International Multi-Manager Portfolio, anticipates the
distribution of net capital gain. Each of the Large Cap Value Portfolio, the Mid
Cap Value Portfolio and the Small Cap Value Portfolio anticipates the
distribution of net investment income.
It is a taxable event for you if you sell or exchange shares of any Portfolio.
Depending on the purchase price and the sale price of the shares you exchange,
you may have a taxable gain or loss on the transaction. You are responsible for
any tax liability generated by your transactions.
STATE AND LOCAL INCOME TAXES: You should consult your tax advisers concerning
state and local taxes, which may have different consequences from those of the
Federal income tax law.
This section is only a summary of some important income tax considerations that
may affect your investment in a Portfolio. More information regarding those
considerations appears in our Statement of Additional Information. You are urged
to consult your tax adviser regarding the effects of an investment on your tax
situation.
DISTRIBUTION ARRANGEMENTS
Provident Distributors, Inc. ("PDI") manages the Portfolios' distribution
efforts and provides assistance and expertise in developing marketing plans and
materials, enters into dealer agreement with broker-dealers to sell shares and
provides shareholder support services, directly or through affiliates. The
Portfolios do not charge any sales loads, deferred sales loads or other fees in
connection with the purchase of shares.
RULE 12B-1 FEES
PLAIN TALK
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WHAT ARE 12b-1 FEES?
12b-1 fees, charged by some funds, are deducted from fund assets to pay
for marketing and advertising expenses or, more commonly, to compensate
sales professionals for selling fund shares.
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The Investor class of each Portfolio has adopted a distribution plan under Rule
12b-1 that allows a Portfolio to pay a fee to PDI for the sale and distribution
of Investor class shares, and for services provided to Investor class
shareholders. Because these fees are paid out of a Portfolio's assets
continuously, over time these fees will increase the cost of your investment and
may cost
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you more than paying other types of sales charges. For the Investor class of
shares, the maximum distribution fees as a percentage of average daily net
assets are as follows:
Large Cap Growth Portfolio Investor Class 0.25%
Large Cap Core Portfolio Investor Class 0.25%
Small Cap Core Portfolio Investor Class 0.25%
International Multi-Manager Portfolio Investor Class 0.25%
Large Cap Value Portfolio Investor Class 0.25%
Mid Cap Value Portfolio Investor Class 0.25%
Small Cap Value Portfolio Investor Class 0.25%
MASTER/FEEDER STRUCTURE
Other institutional investors, including other mutual funds, may invest in the
master funds. The master/feeder structure enables various institutional
investors, including a Portfolio, to pool their assets, which may be expected to
result in economies by spreading certain fixed costs over a larger asset base.
Each shareholder of a master fund, including a Portfolio, will pay its
proportionate share of the master fund's expenses.
For reasons relating to costs or a change in investment goal, among others, a
Portfolio could switch to another master fund or decide to manage its assets
itself. No Portfolio is currently contemplating such a move.
SHARE CLASS
The Portfolios issue Investor and Institutional classes. The Institutional class
is offered to retirement plans. The Investor class pays an additional 12b-1 fee.
Other investors may purchase the Investor Class.
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FOR MORE INFORMATION
FOR INVESTORS WHO WANT MORE INFORMATION ON THE PORTFOLIOS, THE FOLLOWING
DOCUMENTS ARE AVAILABLE FREE UPON REQUEST:
ANNUAL/SEMI-ANNUAL REPORTS: Contain performance data and information on
portfolio holdings, operating results and a discussion of the market conditions
and investment strategies that significantly affect the Portfolios' performance
for the most recently completed fiscal year or half-year.
STATEMENT OF ADDITIONAL INFORMATION (SAI): Provides a complete technical and
legal description of the Portfolios' policies, investment restrictions, risks,
and business structure. This prospectus incorporates the SAI by reference.
Copies of these documents and answers to questions about the Portfolios may be
obtained without charge by contacting:
WT Mutual Fund
c/o PFPC Inc.
400 Bellevue Parkway
Suite 108
Wilmington, Delaware 19809
(800) ______
9:00 a.m. to 5:00 p.m. Eastern time
Information about the Portfolios (including the SAI) can be reviewed and copied
at the Public Reference Room of the Securities and Exchange Commission in
Washington, D.C. Copies of this information may be obtained, upon payment of a
duplicating fee, by writing the Public Reference Room of the SEC, Washington,
DC, 20549-6009. Information on the operation of the Public Reference Room may be
obtained by calling the SEC at 1-(800)-SEC-0330. Reports and other information
about the Portfolios may be viewed on-screen or downloaded from the SEC's
Internet site at http://www.sec.gov.
FOR MORE INFORMATION ON OPENING A NEW ACCOUNT, MAKING
CHANGES TO EXISTING ACCOUNTS, PURCHASING, EXCHANGING
OR REDEEMING SHARES, OR OTHER INVESTOR SERVICES,
PLEASE CALL 1-(800)-___-____.
The investment company registration number for the WT Mutual Fund is 811-08648.
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APPENDIX C
FORM OF
AGREEMENT AND
PLAN OF REORGANIZATION
THIS AGREEMENT AND PLAN OF REORGANIZATION (the "Agreement"),
is made as of October __, 1999, by and between The Rodney Square Strategic
Equity Fund, a Massachusetts business trust (the "RS Fund"), on behalf of its
series of shares, Large Cap Value Equity Portfolio (the "RS Portfolio"), WT
Investment Trust I, a Delaware business trust ("WT Trust"), on behalf of its
series of shares, WT Large Cap Value Series (the "WT Master Series"), and WT
Mutual Fund, a Delaware Business Trust ("WT Mutual Fund"), on behalf of its
series of shares, Wilmington Large Cap Value Portfolio (the "WT Feeder
Portfolio").
WHEREAS, the RS Fund is a business trust organized under
Massachusetts law and an Amended and Restated Declaration of Trust dated
November 10, 1986; the RS Fund is an open-end, management investment company
registered under the Investment Company Act of 1940, as amended (the "1940
Act"); RS Fund has authorized capital consisting of unlimited shares of
beneficial interest, par value $0.01 per share, of which it has allocated an
unlimited number of shares to the RS Portfolio; the RS Portfolio is a duly
organized and a validly existing series of RS Fund; and
WHEREAS, WT Trust is a business trust organized under Delaware
law and an Agreement and Declaration of Trust dated January 23, 1997; WT Trust
is an open-end, management investment company registered under the 1940 Act; WT
Trust has authorized capital consisting of unlimited shares of beneficial
interest, par value $.01 per share, of which it has allocated an unlimited
number of shares to the WT Master Series; and the WT Master Series is duly
organized and a validly existing series of WT Trust;
WHEREAS, WT Mutual Fund is a business trust organized under
Delaware law and an Agreement and Declaration of Trust dated July 19, 1994; WT
Mutual Fund is an open-end, management investment company registered under the
1940 Act; WT Mutual Fund has authorized capital consisting of unlimited shares
of beneficial interest, par value $.01 per share, of which it has allocated an
unlimited number of shares to the WT Feeder Portfolio; and the WT Feeder
Portfolio is duly organized and a validly existing series of WT Mutual Fund; and
WHEREAS, WT Trust and WT Mutual Fund together operate in a
master/feeder fund arrangement whereby each series of WT Mutual Fund is a feeder
fund investing substantially all of its assets in a corresponding series of WT
Trust,
NOW, THEREFORE, in consideration of the mutual premises and of
the covenants and agreements hereinafter set forth, the parties hereto agree at
the Effective Time (as defined in Section 10 of this Agreement) to effect (i)
the transfer of all the assets of the RS
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Portfolio to the WT Feeder Portfolio solely in exchange for (a) the assumption
by the WT Feeder Portfolio of all or substantially all of the liabilities of the
RS Portfolio and (b) shares of equal value of the WT Feeder Portfolio, (ii) the
distribution of such shares of WT Feeder Portfolio to the holders of shares of
the RS Portfolio in liquidation of the RS Portfolio and (iii) the transfer by
the WT Feeder Portfolio of the assets and liabilities referenced in clause (i)
above to WT Master Series solely in exchange for shares of beneficial interest
of WT Master Series on the terms and conditions hereinafter set forth. For
convenience, the shares of WT Feeder Portfolio that are given in exchange for
the assets of the RS Portfolio are referred to hereinafter as the "WT Feeder
Shares," and the shares of WT Master Series that are given to WT Feeder
Portfolios in exchange for assets and liabilities are referred to hereinafter as
the WT Master Shares. The parties hereto covenant and agree as follows:
1. TRANSFER OF ASSETS AND LIABILITIES BY RS PORTFOLIO.
(a) At the Effective Time, the RS Portfolio will assign,
deliver and otherwise transfer all of its assets and good and marketable title
thereto, free and clear of all liens, encumbrances and adverse claims except as
provided in this Agreement, and assign all or substantially all of its
liabilities as are set forth in a statement of assets and liabilities, to be
prepared as of the Effective Time (the "Statement of Assets and Liabilities") to
the WT Feeder Portfolio, and the WT Feeder Portfolio shall acquire all such
assets, and shall assume all such liabilities of the RS Portfolio, in exchange
for delivery to the RS Portfolio of a number of WT Feeder Shares (both full and
fractional) equivalent in number and value to the RS Portfolio Shares
outstanding immediately prior to the Effective Time. The assets and stated
liabilities of the RS Portfolio, to be transferred shall be set forth in the
Statement of Assets and Liabilities attached hereto as Exhibit A.
(b) The assets of the RS Portfolio to be transferred pursuant
to this Section 1 shall include, without limitation, all cash, cash equivalents,
securities, receivables (including interest and dividends receivable) as set
forth in the Statement of Assets and Liabilities, as well as any claims or
rights of action or rights to register shares under applicable securities laws,
any books or records of the RS Portfolio and other property owned by the RS
Portfolio at the Effective Time.
2. TRANSFER OF ASSETS AND LIABILITIES TO MASTER FUND.
Immediately upon the transfer of assets pursuant to Section 1
of this Agreement, WT Feeder Portfolio will assign, deliver and otherwise
transfer all of its assets and good and marketable title thereto, free and clear
of all liens, encumbrances and adverse claims except as provided in this
Agreement, and assign all or substantially all of its liabilities to the WT
Master Series, and the WT Master Series shall acquire all such assets, and shall
assume all such liabilities of the WT Feeder Portfolio, in exchange for delivery
to the WT Feeder Portfolio of a number of WT Master Shares (both full and
fractional) equivalent in aggregate value to the WT Feeder Shares outstanding
immediately prior to such transfer.
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(a) The assets of the WT Feeder Portfolio to be transferred
pursuant to this Section 2 shall include, without limitation, all cash, cash
equivalents, securities, receivables (including interest and dividends
receivable), as well as any claims or rights of action or rights to register
shares under applicable securities laws.
(b) Approval of this Agreement by the shareholders of the RS
Portfolio shall be deemed to authorize and direct the Board of Trustees of RS
Fund to execute a form of shareholder consent approving the Investment Advisory
Agreement between the WT Master Series and Cramer Rosenthal & McGlynn, LLC
("CRM"), and the selection of the firm of Ernst & Young LLP to serve as the
independent auditors for WT Feeder Portfolio and WT Master Series for the fiscal
year ending June 30, 2000.
3. LIQUIDATION OF THE RS PORTFOLIO.
Promptly after the Effective Time, the RS Portfolio will
liquidate, and the WT Feeder Shares (both full and fractional) which were
acquired by the RS Portfolio pursuant to Section 1 of this Agreement will be
distributed to the shareholders of record of the RS Portfolio as of the
Effective Time in exchange for their respective RS Portfolio shares and in
complete liquidation of the RS Portfolio. Each shareholder of the RS Portfolio
will receive a number of WT Feeder Shares equal in number and value to the RS
Portfolio shares held by that shareholder, and each RS Portfolio share and WT
Feeder Share will be of equivalent net asset value per share. Such liquidation
and distribution will be accompanied by the establishment of an open account on
the share records of the WT Feeder Portfolio in the name of each shareholder of
record of the RS Portfolio and representing the respective number of WT Feeder
Shares due such shareholder. As soon as practicable after the Effective Time,
the RS Fund shall take all steps as shall be necessary and proper to effect a
complete termination of the RS Portfolio pursuant to the laws of Massachusetts.
After the Effective Time, the RS Portfolio shall not conduct any business except
in connection with its liquidation.
4. REPRESENTATIONS AND WARRANTIES OF WT MASTER SERIES.
WT Trust represents and warrants to the RS Portfolio and the
WT Feeder Portfolio as follows:
(a) ORGANIZATION, EXISTENCE, ETC. WT Trust is a business trust
duly organized, validly existing and in good standing under the laws of the
State of Delaware and has the power to carry on its business as it is now being
conducted.
(b) REGISTRATION AS INVESTMENT COMPANY. WT Trust has filed
registration and other forms to be registered under the 1940 Act as an open-end
management investment company; as of the Effective Time such registration shall
be in effect and shall not have been revoked or rescinded.
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(c) FINANCIAL STATEMENTS. The audited financial statements of
WT Trust, dated as of June 30, 1999, which will be delivered to the RS Portfolio
and WT Feeder Portfolio at the Effective Time, fairly present the financial
position of the WT Trust as of the date thereof, and since June 30, 1999, there
has not been any material adverse change in the WT Trust's financial condition,
assets, liabilities or business other than changes occurring in the ordinary
course of its business.
(d) SHARES TO BE ISSUED UPON REORGANIZATION. The WT Master
Shares to be issued in connection with the Reorganization have been duly
authorized and upon consummation of the Reorganization as contemplated herein
will be validly issued, fully paid and nonassessable and exempt from
registration or qualification under the Securities Act of 1933 and the
securities laws of each state or other jurisdiction in which such shares have
been or are being offered for sale.
(e) AUTHORITY RELATIVE TO THIS AGREEMENT. WT Trust, on behalf
of the WT Master Series, has the power to enter into this Agreement and to carry
out its obligations hereunder. The execution, delivery and performance of this
Agreement, and the consummation of the transactions contemplated hereby, have
been duly authorized by WT Trust's Board of Trustees, and no other proceedings
by the WT Trust are necessary to authorize its officers to effectuate this
Agreement and the transactions contemplated hereby. The WT Master Series is not
a party to or obligated under any charter, by-law, indenture or contract
provision or any other commitment or obligation, or subject to any order or
decree, which would be violated by its executing and carrying out this
Agreement.
(f) LIABILITIES. There are no liabilities of the WT Master
Series, whether or not determined or determinable, other than liabilities
previously disclosed to the RS Portfolio and WT Feeder Portfolio, none of which
will be materially adverse to the business, assets or results of operations of
the WT Master Series. The WT Trust's Registration Statement does not contain any
untrue statement of a material fact required to be stated therein or make the
statements therein not misleading.
(g) LITIGATION. Except as previously disclosed to the RS
Portfolio and WT Feeder Portfolio, there are no claims, actions, suits or
proceedings pending or, to the actual knowledge of WT Trust, threatened which
would materially adversely affect the WT Master Series or its assets or business
or which would prevent or hinder in any material respect consummation of the
transactions contemplated hereby.
(h) CONTRACTS. Except for contracts and agreements disclosed
to the RS Portfolio and WT Feeder Portfolio, under which no default exists, and
the agreements pertaining to the conduct of the business of the WT Master Series
identified in Schedule 4(h), attached hereto, which are to be approved in
connection with this Reorganization, the WT Master
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Series is not a party to or subject to any material contract, debt instrument,
plan, lease, franchise, license or permit of any kind or nature whatsoever.
(i) TAXES. As of the Effective Time, all Federal and other
tax returns and reports of the WT Master Series required by law to have been
filed shall have been filed, and all other taxes shall have been paid so far as
due, or provision shall have been made for the payment thereof, and to the best
of the WT Trust's knowledge, no such return is currently under audit and no
assessment has been asserted with respect to any of such returns.
5. REPRESENTATIONS AND WARRANTIES OF WT FEEDER PORTFOLIO.
WT Mutual Fund represents and warrants to the RS Portfolio and
WT Master Series as follows:
(a) ORGANIZATION, EXISTENCE, ETC. WT Mutual Fund is a business
trust duly organized, validly existing and in good standing under the laws of
the State of Delaware and has the power to carry on its business as it is now
being conducted.
(b) REGISTRATION AS INVESTMENT COMPANY. WT Mutual Fund has
filed registration and other forms to be registered under the 1940 Act as an
open-end management investment company; as of the Effective Time such
registration shall be in effect and shall not have been revoked or rescinded.
(c) FINANCIAL STATEMENTS. The audited financial statements of
WT Mutual Fund, dated as of June 30, 1999, which will be delivered to the RS
Portfolio and WT Master Series as of the Effective Time, fairly present the
financial position of the WT Mutual Fund as of the date thereof and since June
30, 1999, there has not been any material adverse change in the WT Mutual Fund's
financial condition, assets, liabilities or business other than changes
occurring in the ordinary course of its business.
(d) SHARES TO BE ISSUED UPON REORGANIZATION. The WT Feeder
Shares to be issued in connection with the Reorganization have been duly
authorized and upon consummation of the Reorganization as contemplated herein
will be validly issued, fully paid and nonassessable. The WT Feeder Shares that
will be distributed to the RS Portfolio shareholders pursuant to Section 3 shall
be duly registered under the Securities Act of 1933 and will be duly registered,
qualified or are exempt from registration or qualification under the securities
laws of each state or other jurisdiction in which such shares have been or are
being offered for sale.
(e) AUTHORITY RELATIVE TO THIS AGREEMENT. WT Mutual Fund, on
behalf of the WT Feeder Portfolio, has the power to enter into this Agreement
and to carry out its obligations hereunder. The execution, delivery and
performance of this Agreement, and the consummation of the transactions
contemplated hereby, have been duly authorized by WT
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Mutual Fund's Board of Trustees, and no other proceedings by the WT Trust are
necessary to authorize its officers to effectuate this Agreement and the
transactions contemplated hereby. The WT Feeder Portfolio is not a party to or
obligated under any charter, by-law, indenture or contract provision or any
other commitment or obligation, or subject to any order or decree, which would
be violated by its executing and carrying out this Agreement.
(f) LIABILITIES. There are no liabilities of the WT Feeder
Portfolio, whether or not determined or determinable, other than liabilities
previously disclosed to the RS Portfolio and WT Master Series, none of which
will be materially adverse to the business, assets or results of operations of
the WT Feeder Portfolio. WT Mutual Fund's Registration Statement does not
contain any untrue statement of a material fact required to be stated therein or
make the statements therein not misleading.
(g) LITIGATION. Except as previously disclosed to the RS
Portfolio and WT Master Series, there are no claims, actions, suits or
proceedings pending or, to the actual knowledge of WT Mutual Fund, threatened
which would materially adversely affect the WT Feeder Portfolio or its assets or
business or which would prevent or hinder in any material respect consummation
of the transactions contemplated hereby.
(h) CONTRACTS. Except for contracts and agreements disclosed
to the RS Portfolio and WT Master Series, under which no default exists, and the
agreements pertaining to the conduct of the business of the WT Feeder Portfolio
identified in Schedule 5(h) attached hereto, which are to be approved in
connection with this Reorganization, the WT Feeder Portfolio is not a party to
or subject to any material contract, debt instrument, plan, lease, franchise,
license or permit of any kind or nature whatsoever.
(i) TAXES. As of the Effective Time, all Federal and other tax
returns and reports of the WT Feeder Portfolio required by law to have been
filed shall have been filed, and all other taxes shall have been paid so far as
due, or provision shall have been made for the payment thereof, and to the best
of WT Mutual Fund's knowledge, no such return is currently under audit and no
assessment has been asserted with respect to any of such returns.
6. REPRESENTATIONS AND WARRANTIES OF THE RS PORTFOLIO.
The RS Fund represents and warrants to the WT Master Series
and WT Feeder Portfolio as follows:
(a) ORGANIZATION, EXISTENCE, ETC. The RS Fund is a business
trust duly organized, validly existing and in good standing under the laws of
Massachusetts and has the power to carry on its business as it is now being
conducted.
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(b) REGISTRATION AS INVESTMENT COMPANY. RS Fund is registered
under the 1940 Act as an open end management investment company; and such
registration has not been revoked or rescinded and is in full force and effect.
(c) FINANCIAL STATEMENTS. The audited financial statements of
the RS Fund relating to the RS Portfolio for the fiscal year ended June 30,
1999, as delivered to the WT Master Series and WT Feeder Portfolio, fairly
represent the financial position of the RS Portfolio as of the date thereof, and
since June 30, 1999, there has not been any material adverse change in the RS
Portfolio's financial condition, assets, liabilities or business other than
changes occurring in the ordinary course of its business.
(d) MARKETABLE TITLE TO ASSETS. The RS Portfolio will have at
the Effective Time, good and marketable title to, and full right, power and
authority to sell, assign, transfer and deliver, the assets to be transferred to
the WT Feeder Portfolio. Upon delivery and payment for such assets, the WT
Feeder Portfolio will have good and marketable title thereto without restriction
on the transfer thereof free and clear of all liens, encumbrances and adverse
claims.
(e) AUTHORITY RELATIVE TO THIS AGREEMENT. RS Fund, on behalf
of the RS Portfolio, has the power to enter into this Agreement and to carry out
its obligations hereunder. The execution, delivery and performance of this
Agreement, and the consummation of the transactions contemplated hereby, have
been duly authorized by RS Fund's Board of Trustees, and other than approval by
the shareholders of the RS Portfolio who shall be entitled to vote on such
actions, no other proceedings by the RS Fund are necessary to authorize its
officers to effectuate this Agreement and the transactions contemplated hereby.
The RS Portfolio is not a party to or obligated under any charter, by-law,
indenture or contract provision or any other commitment or obligation, or
subject to any order or decree, which would be violated by its executing and
carrying out this Agreement.
(f) LIABILITIES. There are no liabilities of the RS Portfolio,
whether or not determined or determinable, other than liabilities disclosed or
provided for in the RS Portfolio's financial statements referenced in Section
6(c) hereof, and liabilities incurred in the ordinary course of business
subsequent to June 30, 1999, or otherwise previously disclosed to the WT Master
Series and WT Feeder Portfolio, none of which has been materially adverse to the
business, assets or results of operations of the RS Portfolio. RS Fund's
registration statement, which is on file with the Securities and Exchange
Commission, does not contain any untrue statement of a material fact required to
be stated therein or necessary to make the statements therein not misleading.
(g) LITIGATION. Except as previously disclosed to the WT
Master Series and WT Feeder Portfolio, there are no claims, actions, suits or
proceedings pending or, to the knowledge of the RS Fund, threatened which would
materially adversely affect the RS
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Portfolio or its assets or business or which would prevent or hinder in any
material respect consummation of the transactions contemplated hereby.
(h) CONTRACTS. Except for contracts and agreements disclosed
to the WT Master Series and WT Feeder Portfolio, under which no default exists,
the RS Portfolio is not a party to or subject to any material contract, debt
instrument, plan, lease, franchise, license or permit of any kind or nature
whatsoever.
(i) TAXES. As of the Effective Time, all Federal and other tax
returns and reports of the RS Portfolio required by law to have been filed shall
have been filed, and all other taxes shall have been paid so far as due, or
provision shall have been made for the payment thereof, and to the best of the
RS Fund's knowledge, no such return is currently under audit and no assessment
has been asserted with respect to any of such returns.
7. CONDITIONS PRECEDENT TO OBLIGATIONS OF THE WT MASTER SERIES AND
WT FEEDER PORTFOLIO.
(a) All representations and warranties of the RS Portfolio
contained in this Agreement shall be true and correct in all material respects
as of the date hereof and, except as they may be affected by the transactions
contemplated by this Agreement, as of the Effective Time, with the same force
and effect as if made on and as of the Effective Time.
(b) The WT Master Series and WT Feeder Portfolio shall have
received an opinion of qualified counsel, dated as of the Effective Time,
addressed to and in form and substance satisfactory to counsel for the WT Master
Series and WT Feeder Portfolio, to the effect that (i) the RS Portfolio is duly
organized and validly existing as a series of RS Fund under the laws of the
Commonwealth of Massachusetts; (ii) RS Fund is an open-end management investment
company registered under the 1940 Act; (iii) this Agreement and the
Reorganization provided for herein and the execution of this Agreement have been
duly authorized and approved by all requisite action of the RS Fund, on behalf
of the RS Portfolio, and this Agreement has been duly executed and delivered by
the RS Fund on behalf of the RS Portfolio and is a valid and binding obligation
of the RS Fund, on behalf of the RS Portfolio, subject to applicable bankruptcy,
insolvency, fraudulent conveyance and similar laws or court decisions regarding
enforcement of creditors' rights generally; and (iv) to the best of counsel's
knowledge after reasonable inquiry, no consent, approval, order or other
authorization of any Federal or state court or administrative or regulatory
agency is required for the RS Portfolio to enter into this Agreement or carry
out its terms that has not been obtained other than where the failure to obtain
any such consent, approval, order or authorization would not have a material
adverse effect on the operations of the WT Feeder Portfolio or WT Master Series.
(c) The RS Portfolio shall have delivered to the WT Feeder
Portfolio at the Effective Time the RS Portfolio's Statement of Assets and
Liabilities, prepared in accordance with generally accepted accounting
principles consistently applied, together with a
C-8
<PAGE>
certificate of the Treasurer of the RS Portfolio as to the aggregate asset value
of the RS Portfolio's portfolio securities.
8. CONDITIONS PRECEDENT TO OBLIGATIONS OF THE RS PORTFOLIO.
(a) All representations and warranties of the WT Master Series
and WT Feeder Portfolio contained in this Agreement shall be true and correct in
all material respects as of the date hereof and, except as they may be affected
by the transactions contemplated by this Agreement, as of the Effective Time,
with the same force and effect as if made on and as of the Effective Time.
(b) The RS Portfolio shall have received an opinion of
qualified counsel, dated as of the Effective Time, addressed to and in form and
substance satisfactory to counsel for the RS Portfolio, to the effect that: (i)
WT Master Series is duly organized and a validly existing series of WT Trust and
WT Feeder Portfolio is duly organized and a validly existing series of WT Mutual
Fund under the laws of the State of Delaware; (ii) WT Trust and WT Mutual Fund
are each open-end management investment companies registered under the 1940 Act;
(iii) this Agreement and the Reorganization provided for herein and the
execution of this Agreement have been duly authorized and approved by all
requisite action of the WT Master Series and WT Feeder Portfolio and this
Agreement has been duly executed and delivered by the WT Trust and WT Mutual
Fund and is a valid and binding obligation of the WT Master Series and WT Feeder
Portfolio, subject to applicable bankruptcy, insolvency, fraudulent conveyance
and similar laws or court decisions regarding enforcement of creditors' rights
generally; (iv) to the best of counsel's knowledge, no consent, approval, order
or other authorization of any Federal or state court or administrative or
regulatory agency is required for the WT Master Series or WT Feeder Portfolio to
enter into this Agreement or carry out its terms that has not already been
obtained, other than where the failure to obtain any such consent, approval,
order or authorization would not have a material adverse effect on the
operations of the WT Master Series or WT Feeder Portfolio; and (v) the WT Master
Shares and WT Feeder Shares to be issued in the Reorganization have been duly
authorized and upon issuance thereof in accordance with this Agreement will be
validly issued, fully paid and nonassessable.
(c) WT Feeder Portfolio shall have delivered to the RS
Portfolio at the Effective Time, a certificate of its Treasurer as to the value
of the aggregate assets of the WT Feeder Portfolio, if any.
9. FURTHER CONDITIONS PRECEDENT TO OBLIGATIONS OF THE RS PORTFOLIO,
WT MASTER SERIES AND WT FEEDER PORTFOLIO.
The obligations of the RS Portfolio, WT Master Series and WT
Feeder Portfolio to effectuate this Agreement shall be subject to the
satisfaction of each of the following conditions:
C-9
<PAGE>
(a) Such authority from the United States Securities and
Exchange Commission (the "SEC") and state securities commissions as may be
necessary, in the opinion of the parties and their counsel, to permit the
parties to carry out the transactions contemplated by this Agreement shall have
been received.
(b) The Registration Statements on Form N-1A of WT Trust and
WT Mutual Fund shall be effective under the Securities Act of 1933, as amended
(the "1933 Act"), and, to the best knowledge of each such fund, such
effectiveness shall not be suspended and no investigation or proceeding for that
purpose shall have been instituted or be pending, threatened or contemplated
under the 1933 Act.
(c) The RS Portfolio, WT Master Series and WT Feeder Portfolio
shall have received on or before the Effective Time an opinion of counsel
satisfactory to the RS Portfolio, WT Master Series and WT Feeder Portfolio which
opinion will be based on current law and normal and customary assumptions and
representations substantially to the effect that for Federal income tax
purposes:
(1) The transactions described in Sections 1 and 3 of this
Agreement will constitute a reorganization as defined in Section 368(a) of the
Internal Revenue Code of 1986, as amended;
(2) No gain or loss will be recognized to the RS Portfolio
upon the transfer of its assets in exchange solely for the WT Feeder Shares and
the assumption by the WT Feeder Portfolio of the RS Portfolio's stated
liabilities;
(3) No gain or loss will be recognized by WT Feeder
Portfolio or WT Master Series on its receipt of the WT Feeder Fund's assets in
exchange for the WT Master Shares and the assumption by the WT Master Series of
the WT Feeder Portfolio's liabilities;
(4) The basis of the RS Portfolio's assets in the WT
Master Series' hands will be the same as the basis of those assets in the RS
Portfolio's hands immediately before the reorganization;
(5) The WT Master Series' holding period for the assets
transferred by the WT Feeder Portfolio will include the holding period of those
assets in the RS Portfolio's hands and the holding of those assets in the WT
Feeder Portfolio's hands immediately before the conversion;
(6) No gain or loss will be recognized to the RS Portfolio
on the distribution of the WT Feeder Shares to the RS Portfolio's shareholders
in exchange solely for their RS Portfolio shares;
C-10
<PAGE>
(7) No gain or loss will be recognized to the RS
Portfolio's shareholders as a result of the RS Portfolio's distribution of WT
Feeder Shares to the RS Portfolio's shareholders in exchange solely for their
shares of the RS Portfolio's stock;
(8) The basis of the WT Feeder Shares received by a RS
Portfolio shareholder will be the same as the adjusted basis of that
shareholder's RS Portfolio shares surrendered in exchange therefor; and
(9) The holding period of the WT Feeder Shares received by
the RS Portfolio's shareholders will include the holding period of the shares of
the RS Portfolio exchanged therefor, provided that said RS Portfolio shares were
held as capital assets on the date of the conversion.
(d) A vote approving this Agreement and the Reorganization
contemplated hereby shall have been adopted by at least a majority of the
outstanding shares of the RS Portfolio entitled to vote at a special meeting of
shareholders.
(e) The Boards of WT Trust and WT Mutual Fund, at meetings
duly called for such purpose, shall have authorized the issuance of the WT
Master Shares and WT Feeder Shares, respectively, at the Effective Time in
accordance with this Agreement.
(f) Shareholders shall have authorized the RS Fund Board of
Trustees to vote to approve the Investment Advisory Agreement between the WT
Master Series and CRM and the Board of The Rodney Square Strategic Equity Fund
shall have executed a consent for such purpose.
10. EFFECTIVE TIME OF THE REORGANIZATION.
The exchange of the RS Portfolio's assets for WT Feeder Shares
and the subsequent exchange of the WT Feeder Portfolio's assets for WT Master
Shares shall be effective as of the close of business on __________________,
1999, or at such other time and date as fixed by the mutual consent of the
parties (the "Effective Time").
11. TERMINATION.
This Agreement and the transactions contemplated hereby may be
terminated and abandoned without penalty by resolution of the Board of Trustees
of RS Fund, WT Trust or WT Mutual Fund at any time prior to the Effective Time,
if circumstances should develop that, in the opinion of such Board, make
proceeding with the Agreement inadvisable.
12. AMENDMENT AND WAIVER.
C-11
<PAGE>
This Agreement may be amended, modified or supplemented in
such manner as may be mutually agreed upon in writing by the parties; PROVIDED,
that no such amendment may have the effect of changing the provisions for
determining the number or value of WT Feeder Shares to be paid to the RS
Portfolio's shareholders under this Agreement to the detriment of the RS
Portfolio's shareholders without their further approval. Furthermore, either
party may waive any breach by the other party or the failure to satisfy any of
the conditions to its obligations (such waiver to be in writing and authorized
by the President or any Vice President of the waiving party with or without the
approval of such party's shareholders).
13. GOVERNING LAW.
This Agreement shall be governed and construed in accordance
with the laws of the State of Delaware.
14. NOTICES.
Any notice, report, statement or demand required or permitted
by any provision of this Agreement shall be in writing and shall be given by
prepaid telegraph, telecopy, certified mail, internet or overnight express
courier addressed as follows:
if to the RS Fund:
c/o Wilmington Trust Company
1100 North Market Street
Wilmington, DE 19890-0001
Attention: Robert J. Christian
if to WT Mutual Fund or WT Trust:
c/o Wilmington Trust Company
1100 North Market Street
Wilmington, DE 19890-0001
Attention: Robert J. Christian
with a copy to:
Joseph V. Del Raso, Esq.
Pepper Hamilton LLP
3000 Two Logan Square
Philadelphia, PA 19103
15. FEES AND EXPENSES.
C-12
<PAGE>
(a) The RS Portfolio, WT Master Series and WT Feeder Portfolio
each represent and warrant to the other that there are no brokers or finders
entitled to receive any payments in connection with the transactions provided
for herein.
(b) Except as otherwise provided for herein, all expenses of
the transactions contemplated by this Agreement shall be incurred by RS
Portfolio, WT Master Series and WT Feeder Portfolio. Such expenses include,
without limitation, (i) expenses incurred in connection with the entering into
and the carrying out of the provisions of this Agreement; (ii) expenses
associated with the preparation and filing of the Proxy Statement under the
Securities Exchange Act of 1934, as amended; (iii) fees and expenses of
preparing and filing such forms as are necessary to comply with applicable state
securities laws; (iv) postage; (v) printing; (vi) accounting fees; (vii) legal
fees; and (viii) solicitation costs of the transaction. The WT Feeder Portfolio
shall pay its own federal securities law registration fees and any fees required
under state securities laws.
16. HEADINGS, COUNTERPARTS, ASSIGNMENT.
(a) The article and paragraph headings contained in this
Agreement are for reference purposes only and shall not effect in any way the
meaning or interpretation of this Agreement.
(b) This Agreement may be executed in any number of
counterparts, each of which shall be deemed an original.
(c) This Agreement shall be binding upon and inure to the
benefit of the parties hereto and their respective successors and assigns, but
no assignment or transfer hereof or of any rights or obligations hereunder shall
be made by any party without the written consent of the other party. Nothing
herein expressed or implied is intended or shall be construed to confer upon or
give any person, firm or corporation other than the parties hereto and their
respective successors and assigns any rights or remedies under or by reason of
this Agreement.
17. ENTIRE AGREEMENT.
Each of WT Master Series, WT Feeder Portfolio and the RS
Portfolio agree that no party has made any representation, warranty or covenant
not set forth herein and that this Agreement constitutes the entire agreement
between the parties. The representations, warranties and covenants contained
herein or in any document delivered pursuant hereto or in connection herewith
shall survive the consummation of the transactions contemplated hereunder.
18. FURTHER ASSURANCES.
C-13
<PAGE>
Each of WT Master Series, WT Feeder Portfolio and the RS
Portfolio shall take such further action as may be necessary or desirable and
proper to consummate the transactions contemplated hereby.
19. BINDING NATURE OF AGREEMENT.
As provided in each fund's charter documents, this Agreement
was executed by the undersigned officers of RS Fund, WT Trust and WT Mutual
Fund, on behalf of each of the RS Portfolio, WT Master Series and WT Feeder
Portfolio, respectively, as officers and not individually, and the obligations
of this Agreement are not binding upon the undersigned officers individually,
but are binding only upon the assets and property of each corporation. Moreover,
no series of a business trust shall be liable for the obligations of any other
series of that business trust.
C-14
<PAGE>
IN WITNESS WHEREOF, the parties hereto have executed this
Agreement as of the date first written above.
Attest: The Rodney Square Strategic Equity Fund, on behalf of Large
Cap Value Equity Portfolio
- ----------------- --------------------------------------
Attest: WT Investment Trust I, on behalf of
its series, the WT Large Cap Value Series
- ----------------- --------------------------------------
Attest: WT Mutual Fund, on behalf of
Wilmington Large Cap Value Portfolio
- ----------------- --------------------------------------
C-15
<PAGE>
LARGE CAP VALUE EQUITY PORTFOLIO
(a series of The Rodney Square Strategic Equity Fund)
WILMINGTON LARGE CAP VALUE PORTFOLIO
(a series of WT Mutual Fund)
STATEMENT OF ADDITIONAL INFORMATION
October __, 1999
This Statement of Additional Information relates specifically
to the proposed reorganization whereby WT Large Cap Value Equity Portfolio
("Wilmington Value Portfolio") would acquire all of the assets of Large Cap
Value Equity Portfolio solely in exchange for shares of equal value of
Wilmington Value Portfolio. This Statement of Additional Information consists of
this cover page, the pro forma financial statements of Wilmington Value
Portfolio (giving effect to the reorganization) for the twelve month period
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 The
Rodney Square Strategic Equity Fund, dated May 1,
1999;
(2) The Annual Report to Shareholders of The Rodney
Square Strategic Equity Fund for the fiscal year
ended June 30, 1999;
(3) The Preliminary Statement of Additional Information
of WT Mutual Fund previously filed via EDGAR on
August 12, 1999.
This Statement of Additional Information is not a prospectus
and should be read only in conjunction with the Prospectus/Proxy Statement dated
October ___, 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 SCHEDULE OF INVESTMENTS
WILMINGTON LARGE CAP VALUE PORTFOLIO
SCHEDULE OF PORTFOLIO INVESTMENTS (UNAUDITED)
JUNE 30, 1999
<TABLE>
<CAPTION>
Rodney Square Wilmington
Large Cap Value Large Cap Value Pro Forma
Equity Portfolio Portfolio Combined
Description Shares Market Value Market Value Market Value
- ------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
COMMON STOCK - 98.6%
COMMUNICATION & BROADCASTING - 1.4%
CBS CORP. 25,500 $ 1,107,656 - $ 1,107,656
------------------------------------------------------
COMPUTERS & OFFICE EQUIPMENT - 3.8%
XEROX CORP 30,200 1,783,687 - 1,783,687
INTEL CORP. 20,300 1,207,850 - 1,207,850
------------------------------------------------------
2,991,537 - 2,991,537
------------------------------------------------------
ELECTRIC, GAS & WATER UTILITIES - 11.9%
BEC ENERGY 26,300 1,084,875 - 1,084,875
COASTAL CORP. 50,500 2,020,000 - 2,020,000
CONSOLIDATED NATURAL GAS 25,200 1,530,900 - 1,530,900
ENTERGY CORP. 20,000 625,000 - 625,000
NEW CENTURY ENERGIES INC 44,900 1,742,681 - 1,742,681
RELIANT ENERGY INC. 42,100 1,163,012 - 1,163,012
TEXAS UTILITIES CO. 30,600 1,262,250 - 1,262,250
------------------------------------------------------
9,428,718 - 9,428,718
------------------------------------------------------
FINANCE & INSURANCE - 17.9%
FINANCIAL SERVICES - 1.2%
EDWARDS,INC. A.G. 30,200 973,950 - 973,950
------------------------------------------------------
INSURANCE CARRIERS - 8.4%
AETNA INC 9,000 804,937 - 804,937
ALLMERICA FINANCIAL CORP 26,100 1,587,206 - 1,587,206
AMERICAN GENERAL CORP. 25,100 1,891,912 - 1,891,912
MBIA, INC. 21,600 1,398,600 - 1,398,600
WASHINGTON MUTUAL,INC. 26,800 948,050 - 948,050
------------------------------------------------------
6,630,705 - 6,630,705
------------------------------------------------------
SECURITY & COMMODITY BROKERS, DEALERS & SERVICES - 2.2%
CHASE MANHATTAN CORP. 19,800 1,715,175 - 1,715,175
------------------------------------------------------
STATE & NATIONAL BANKS - 6.1%
PNC BANK CORP. 27,300 1,573,163 - 1,573,163
FIRST UNION CORP. 30,800 1,447,600 - 1,447,600
BANC ONE CORP. 29,200 1,739,225 - 1,739,225
------------------------------------------------------
4,759,988 - 4,759,988
------------------------------------------------------
Total Finance & Insurance 14,079,818 - 14,079,818
------------------------------------------------------
MANUFACTURING - 36.5%
CHEMICAL & ALLIED PRODUCTS 1.8%
GREAT LAKES CHEMICAL 30,000 1,381,875 - 1,381,875
------------------------------------------------------
CONSUMER PRODUCTS - 7.7%
AMERICAN GREETINGS CORP. 77,300 2,328,663 - 2,328,663
AMERICAN HOME PRODUCTS CORP. 21,900 1,259,250 - 1,259,250
FORTUNE BRANDS INC 58,905 2,437,194 - 2,437,194
------------------------------------------------------
6,025,107 - 6,025,107
------------------------------------------------------
</TABLE>
<PAGE>
<TABLE>
<S> <C> <C> <C> <C>
ELECTRONICS - 8.6%
AVNET,INC. 30,967 1,439,966 - 1,439,966
EMERSON ELECTRIC CO. 18,200 1,144,325 - 1,144,325
HARRIS CORP. 46,796 1,833,818 - 1,833,818
RAYTHEON CO. CLASS A 34,300 2,362,413 - 2,362,413
------------------------------------------------------
6,780,522 - 6,780,522
------------------------------------------------------
IRON & STEEL - 2.0%
THE LTV CORP. 241,200 1,613,025 - 1,613,025
------------------------------------------------------
MISCELLANEOUS MANUFACTURING INDUSTRIES - 5.8%
COOPER INDUSTRIES, INC. 42,000 2,184,000 - 2,184,000
JOHNSON CONTROLS,INC. 34,200 2,370,488 - 2,370,488
------------------------------------------------------
4,554,488 - 4,554,488
------------------------------------------------------
OIL FIELD MACHINERY & EQUIPMENT - 3.8%
BAKER HUGHES,INC. 89,300 2,991,550 - 2,991,550
------------------------------------------------------
PAPER & PAPER PRODUCTS - 2.2%
INTERNATIONAL PAPER CO. 33,600 1,696,800 - 1,696,800
------------------------------------------------------
PHARMACEUTICAL PREPARATIONS - 2.0%
PHARMACIA & UPJOHN INC 28,300 1,607,794 - 1,607,794
------------------------------------------------------
TEXTILES & APPAREL - 2.6%
V F CORP 47,300 2,022,075 - 2,022,075
------------------------------------------------------
Total Manufacturing 28,673,236 - 28,673,236
------------------------------------------------------
OIL & GAS - 5.2%
KERR-MCGEE CORP. 31,200 1,565,850 - 1,565,850
MOBIL CORP. 15,100 1,494,900 - 1,494,900
TEXACO INC 17,400 1,087,500 - 1,087,500
------------------------------------------------------
4,148,250 - 4,148,250
------------------------------------------------------
REAL ESTATE INVESTMENT TRUSTS - 5.8%
ARCHSTONE COMMUNITIES TRUST 104,900 2,301,244 - 2,301,244
POST PROPERTIES INC 56,600 2,320,600 - 2,320,600
------------------------------------------------------
4,621,844 - 4,621,844
------------------------------------------------------
SERVICES - 3.6%
COLUMBIA HEALTHCARE, CORP. 91,900 2,096,469 - 2,096,469
MEDITRUST CORP 57,700 753,706 - 753,706
------------------------------------------------------
2,850,175 - 2,850,175
------------------------------------------------------
TELECOMMUNICATIONS - 3.0%
AT&T 21,450 1,197,178 - 1,197,178
SBC COMMUNICATIONS INC. 20,600 1,194,800 - 1,194,800
------------------------------------------------------
2,391,978 - 2,391,978
------------------------------------------------------
TRANSPORTATION 1.3%
UNION PACIFIC CORP 17,000 991,313 - 991,313
------------------------------------------------------
WHOLESALE & RETAIL TRADE - 8.2%
MISCELLANEOUS RETAIL STORES - 3.8%
MAY DEPT STORES CO. 28,600 1,169,025 - 1,169,025
ZALE CORP NEW 45,000 1,800,000 - 1,800,000
------------------------------------------------------
2,969,025 - 2,969,025
------------------------------------------------------
RETAIL FOOD STORES - 4.4%
</TABLE>
<PAGE>
<TABLE>
<S> <C> <C> <C> <C>
FOOD LION,INC. CL.A 140,000 1,662,500 - 1,662,500
SUPERVALU INC. 70,000 1,798,125 - 1,798,125
------------------------------------------------------
3,460,625 - 3,460,625
------------------------------------------------------
Total Wholesale & Retail Trade
6,429,650 - 6,429,650
------------------------------------------------------
TOTAL COMMOM STOCK
77,714,175 - 77,714,175
------------------------------------------------------
SHORT-TERM INVESTMENTS - 1.4%
SAMSON STREET MONEY MARKET 568,360 568,360 - 568,360
TEMP CASH FUND ($ SERIES) 568,360 568,360 - 568,360
------------------------------------------------------
TOTAL SHORT-TERM INVESTMENTS 1,136,720 - 1,136,720
======================================================
TOTAL INVESTMENTS (Market Value) - 99.7% $78,850,895 - $78,850,895
======================================================
Total Investments (Cost) $70,828,138 - $70,828,138
======================================================
<FN>
(1) As of June 30, 1999, the Wilmington Large Cap Growth Portfolio had not
commenced operations.
</FN>
</TABLE>
The accompanying notes are an integral part of the financial statements.
<PAGE>
- --------------------------------------------------------------------------------
PROFORMA STATEMENT OF ASSETS AND LIABILITIES (Unaudited)
June 30, 1999
<TABLE>
<CAPTION>
Rodney Square Wilmington Large
Large Cap Value Cap Value
Equity Portfolio Portfolio (1) Adjustments (2) Combined
-------------------------------------------------------------------------
<S> <C> <C> <C> <C>
ASSETS:
Investments in securities, at market $ 78,850,895 - $(78,850,895) $ -
Investment in Master Series - 81,389,054 81,389,054
Receivables:
Dividends and interest 142,234 (142,234)
Fund shares purchased 30,373 - 30,373
Investment securities sold 2,386,635 - (2,386,635)
Other assets 33,877 - 33,877
-------------------------------------------------------------------------
Total assets 81,444,014 - $ 9,290 81,453,304
-------------------------------------------------------------------------
LIABILITIES:
Due to Manager 21,083 - (21,083) -
Payables:
Fund shares redeemed 2,320,753 - 2,320,753
Payable for investment in Master Series - - 30,373 30,373
Other accrued expenses 42,118 - 42,118
-------------------------------------------------------------------------
Total liabilities 2,383,954 - 9,290 2,393,244
-------------------------------------------------------------------------
NET ASSETS $ 79,060,060 - $ - $79,060,060
=========================================================================
NET ASSETS CONSIST OF:
Paid-in capital $ 74,479,517 - $ $74,479,517
Undistributed net investment income 798,378 - 798,378
Accumulated net realized loss on
investment transactions (4,240,592) - (4,240,592)
Net unrealized appreciation of investments 8,022,757 - 8,022,757
-------------------------------------------------------------------------
NET ASSETS $ 79,060,060 - $ - $79,060,060
=========================================================================
Shares of beneficial Interest outstanding 8,051,614 - - 8,051,614
-------------------------------------------------------------------------
Net Asset Value, offering and
redemption price per share $9.82 - - $9.82
=========================================================================
<FN>
(1) As of June 30, 1999, the Wilmington Large Cap Value Portfolio had not
commenced operations.
(2) Reflects the investment of the Rodney Square Large Cap Value Equity
Portfolio investments, including related assets and liabilities, in the
Master Series.
The accompanying notes are an integral part of the financial statements.
</FN>
</TABLE>
<PAGE>
- --------------------------------------------------------------------------------
PROFORMA STATEMENT OF OPERATIONS (Unaudited)
For the period July 1, 1998 through June 30, 1999
<TABLE>
<CAPTION>
Rodney Square Wilmington
Large Cap Value Large Cap Value
Equity Portfolio Portfolio (1) Adjustments (2) Combined
---------------- ---------------- ---------------- ----------------
<S> <C> <C> <C> <C>
INCOME
- ------
Interest and dividends $2,408,574 - $2,408,574
EXPENSES
- --------
MASTER EXPENSES
Management Fee 482,181 - 482,181
Admin/Acctg Fee (PFPC) 87,668 - 2,332 90,000
Custodian Fee 16,928 - 1,500 18,428
Trustees' Fees and Expenses 3,246 - 3,246
Professional Fees 55,573 - (6,000) 49,573
Other 27,143 - 27,143
FEEDER EXPENSES
Administration Fee - - -
Transfer Agent Fee 36,362 - (3,000) 33,362
Trustees' Fees and Expenses - - -
Amort. of Organizational exp. - - -
Registration Fees 46,128 - (24,000) 22,128
Professional Fees - - -
Other - - -
Reorganization expenses - - 12,000 12,000
---------------- ---------------- ---------------- ----------------
Gross Expenses 755,229 - (17,168) 738,061
Less: Mgmt. Fee Waiver/Reimb. (97,710) - 17,168 (80,542)
---------------- ---------------- ---------------- ----------------
NET EXPENSES 657,519 - - 657,519
---------------- ---------------- ---------------- ----------------
Net Investment Income 1,751,055 - - 1,751,055
---------------- ---------------- ---------------- ----------------
REALIZED AND UNREALIZED GAIN
(LOSS) ON INVESTMENTS:
Net realized gain from investment (3,051,990) (3,051,990)
Change in unrealized
appreciation of investments (142,504) (142,504)
---------------- ---------------- ---------------- ----------------
Net gain (loss) on investments
(3,194,494) - - (3,194,494)
---------------- ---------------- ---------------- ----------------
Net decrease in net assets from $ (1,443,439) - $ - $ (1,443,439)
================ ================ ================ ================
<FN>
(1) As of June 30, 1999, the Wilmington Large Cap Value Portfolio had not
commenced operations.
(2) 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
Wilmington Large Cap Value Portfolio
Notes to Pro Forma Financial Statements
June 30, 1999
(Unaudited)
NOTE 1 - DESCRIPTION OF THE FUND
The Wilmington Large Cap Value Portfolio (the "Wilmington Value Portfolio") is a
newly created "shell" 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 Wilmington Value
Portfolio offers two classes of shares, the Institutional class and the Investor
class. Investor shares are subject to Rule 12b-1 fees (distribution and
shareholder servicing fees). Institutional shares are not subject to sales
charges or 12b-1 fees.
Unlike other investment companies which directly acquire and manage their own
portfolio of securities, the Wilmington Value 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 Wilmington Value Portfolio.
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 Equity Fund - Large Cap Value Equity Portfolio (the "Value
Equity Portfolio") by the Wilmington Value Portfolio (the "Reorganization").
Under the terms of the Agreement and Plan of Reorganization, the combination of
the Wilmington Value Portfolio and the Value Equity Portfolio will be treated as
a tax-free business combination. The acquisition would be accomplished by an
exchange of Institutional class shares of Wilmington Value Portfolio for the net
assets of the Value Equity Portfolio and the distribution of Wilmington Value
Portfolio Institutional class shares to the Value Equity Portfolio shareholders.
As of June 30, 1999, the Wilmington Value Portfolio had not commenced operations
and had no assets. It is anticipated that the Wilmington Value Portfolio will
not commence operations unless the Reorganization occurs. The information
contained herein is based on the historical experience of the Value Equity
Portfolio and is designed to permit the shareholders to evaluate the financial
effect of the proposed Reorganization. They should be read in conjunction with
the financial statements of the Value Equity Portfolio which are included in its
Annual Reports dated December 31, 1998 and June 30, 1999 (Value Equity Portfolio
changed its fiscal year end from December to June effective June 30, 1999).
The pro forma statement of assets and liabilities reflects the Reorganization as
if it had taken place on June 30, 1999, the fiscal year end of WT Mutual Fund.
The pro forma statement of operations reflects adjustments as if the combination
took place on July 1, 1998, in order to present 12 months of operating results.
The adjustments reflect changes in expenses relating to the master-feeder
structure of the Wilmington Value Portfolio 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
<PAGE>
Significant Accounting Policies. The following is a summary of the significant
accounting policies of the Wilmington Value Portfolio:
SECURITY VALUATION. Valuation of the Wilmington Value Portfolio is based on
the underlying securities held in the Master Series. The Wilmington Value
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. 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.
FEDERAL INCOME TAXES. The Wilmington Value 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.
As of June 30, 1999, the Wilmington Value Portfolio had a net tax basis
capital loss carryforward available to offset future capital gains of
approximately $4,210,000, which will expire June 30, 2007.
INVESTMENT INCOME AND DIVIDENDS TO SHAREHOLDERS. Interest and dividend are
accrued as earned. 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. Distributions to Wilmington Value Portfolio shareholders of from net
investment income and 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, provided advisory and other services to the Value Equity Portfolio
for the period July 1, 1998 through June 30, 1999. In conjunction with the
Reorganization, Cramer Rosenthal McGlynn, LLC will serve as investment advisor
to the Wilmington Value Portfolio.
For advisory services, the Wilmington Value Portfolio pays a fee at the annual
rate of .55% of the first $1 billion of average daily net assets, of .50% of the
next $1 billion of average daily net assets and .45% of average daily net assets
in excess of $2 billion. The advisor 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 .75% of average daily net
assets of the Institutional class and 1.00% of average daily net assets of the
Investor class.
<PAGE>
PFPC Inc. provides administration, accounting and transfer agent services to the
Wilmington Value Portfolio and the Master Series pursuant to separate
Administration, Accounting and Transfer Agent agreements.
<PAGE>
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
(4) A copy of the Agreement and Plan of Reorganization is filed as
Appendix C of the Prospectus/Proxy Statement.
<PAGE>
(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
Cramer Rosenthal & McGlynn, LLC with respect to Wilmington
Large Cap Value Portfolio(6).
(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) Opinion and Consent of Pepper Hamilton LLP regarding certain tax
matters in connection with Large Cap Value Equity Portfolio and
WT Large Cap Value Equity 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(2)
(d) Assignment Agreement dated January 5, 1998, among the
Registrant, Rodney Square Management Corporation and
PFPC Inc. with respect to the Administration Agreement
filed herewith(5)
<PAGE>
(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(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 is filed herewith.
- ------------------------------------------
(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.
(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.
-3-
<PAGE>
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.
-4-
<PAGE>
SIGNATURES
As required by the Securities Act of 1933, as amended, this
Registration Statement on Form N-14 has been signed on behalf of the Registrant,
in the City of Wilmington and the State of Delaware, on this 1st day of October
1999.
WT Mutual Fund
By: /S/ROBERT J. CHRISTIAN
-------------------
Robert J. Christian
President
Pursuant to the requirements of the Securities Act of 1933, this 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 October 1, 1999
-------------------
Robert J. Christian
/S/JOHN J. QUINDLEN* Trustee October 1, 1999
-------------------
John J. Quindlen
/S/ROBERT H. ARNOLD* Trustee October 1, 1999
-------------------
Robert H. Arnold
/S/NICHOLAS A. GIORDANO* Trustee October 1, 1999
-------------------
Nicholas A. Giordano
/S/PAT COLLETTI* Vice President and October 1, 1999
-------------
Pat Colletti Treasurer
*By: /S/ROBERT J. CHRISTIAN
-------------------
Robert J. Christian
Attorney-in-Fact (Pursuant to Powers of Attorney)
-5-
<PAGE>
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 Large Cap Value Equity Portfolio and WT Large
Cap Value Equity Portfolio
(14) Consent of Ernst & Young LLP
(16) Powers of Attorney
(17) Form of Proxy
EXHIBIT (11)
PEPPER HAMILTON LLP
3000 TWO LOGAN SQUARE
EIGHTEENTH AND ARCH STREETS
PHILADELPHIA, PA 19103-2799
(215) 981-4000
October 4, 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
Large Cap Value Portfolio series of the Trust (the "WT Portfolio"), and The
Rodney Square Strategic Equity Fund, a Massachusetts business trust (the "Rodney
Square Fund"), acting on behalf of the Large Cap Value Equity 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, and
assumption by the Trust, on behalf of the WT Portfolio, of the liabilities 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>
WT Mutual Fund
Page 2
October 4, 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. 33-84762) which is being filed with the
U.S. Securities and Exchange Commission (the "Commission") on October 4, 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, and (iv) the WT
Portfolio Shares will be issued and sold in accordance with the Registration
Statement and the Agreement.
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.
<PAGE>
WT Mutual Fund
Page 3
October 4, 1999
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 to 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
October 4, 1999
WT Mutual Fund
1100 North Market Street
Wilmington, DE 19890
RE: Registration Statement on Form N-14
Ladies and Gentlemen:
With reference to the Registration Statement on Form N-14 (the
"Registration Statement") to be filed by WT Mutual Fund (the "Trust"), a
Delaware 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 Large
Cap Value Portfolio series of the Trust (the "WT Portfolio") and The Rodney
Square Strategic Equity Fund, a Massachusetts business trust (the "Rodney Square
Fund"), acting on behalf of the Large Cap Value Equity 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 Considerations" 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
Exhibit 14
CONSENT OF INDEPENDENT AUDITORS
-------------------------------
We consent to the reference to our firm under the captions "Experts" in the
Prospectus and Proxy Statement of Large Cap Value Equity Portfolio and
Wilmington Large Cap Value Portfolio and "Financial Statements" in the Statement
of Additional Information of the Rodney Square Strategic Equity Fund, dated May
1, 1999, and to the incorporation by reference in this Registration Statement
(Form N-14)(No. 33-84762) of WT Mutual Fund, of our report dated August 9, 1999,
included in the Rodney Square Strategic Equity Fund 1999 Annual Report to
shareholders and our report dated February 5, 1999, included in the Rodney
Square Strategic Equity Fund 1998 Annual Report to shareholders.
ERNST & YOUNG LLP
Philadelphia, Pennsylvania
October 1, 1999
Exhibit (16)
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
EXHIBIT (17)
LARGE CAP VALUE EQUITY PORTFOLIO
(a series of The Rodney Square Strategic Equity Fund)
PROXY FOR THE SPECIAL MEETING OF SHAREHOLDERS
OCTOBER 29, 1999
This proxy is being solicited on behalf of the Board of Trustees of The
Rodney Square Strategic Equity Fund and relates to the following proposal
described in the Prospectus/Proxy Statement dated October ___, 1999. The
undersigned hereby appoints as proxies Gary M. Gardner and Mary Jane Maloney,
and each of them (with power of substitution), to vote all shares of the
undersigned in Large Cap Value Equity Portfolio at the Special Meeting of
Shareholders to be held at 10:00 a.m., Eastern Standard Time, on October 29,
1999, at the offices of PFPC Inc., 400 Bellevue Parkway, Wilmington, DE 19809,
and any adjournment thereof ("Meeting"), with all the power the undersigned
would have if personally present.
The shares represented by this proxy will be voted as instructed.
Unless indicated to the contrary, this proxy shall be deemed to grant authority
to vote "FOR" the proposal with discretionary power to vote upon such other
business as may properly come before the Meeting. YOUR VOTE IS IMPORTANT. PLEASE
SIGN AND DATE THIS PROXY BELOW AND RETURN IT PROMPTLY IN THE ENCLOSED ENVELOPE.
1. To approve an Agreement and Plan of Reorganization that provides for
(1) the transfer of all the assets of Large Cap Value Equity Portfolio
to Wilmington Large Cap Value Portfolio ("Wilmington Value Portfolio"),
a series of WT Mutual Fund, in exchange for shares of equal value of
Wilmington Value Portfolio; (2) the distribution of those Wilmington
Value Portfolio shares to the shareholders of Large Cap Value Equity
Portfolio; (3) the investment of the assets acquired by Wilmington
Value Portfolio in its master fund, WT Value Series, in accordance with
Wilmington Value Portfolio's master/feeder fund structure; and (4) the
dissolution of Large Cap Value Equity Portfolio, all as described in
the accompanying Prospectus/Proxy Statement;
FOR [] AGAINST [] ABSTAIN []
2. To transact such other business as may properly come before the Meeting.
Please sign exactly as name appears hereon. If stock is held in the name of
joint owners, each should sign. Attorneys-in-fact, executors, administrators,
etc. should so indicate. If shareholder is a corporation or partnership, please
sign in full corporate or partnership name by authorized person.
________________________________Signature ________________ Date
________________________________Signature (Joint Owners) ________________ Date
