WT MUTUAL FUND, DEF 14A, 1999-09-30

WT MUTUAL FUND
DEF 14A, 1999-09-30

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SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(a)
OF THE SECURITIES EXCHANGE ACT OF 1934

Filed by the Registrant X
Filed by a Party other than the Registrant
Check the appropriate box:

Preliminary Proxy Statement
Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)
X Definitive Proxy Statement
Definitive Additional Materials
Soliciting Material Pursuant to ss.240-14a-11(c) or ss.240-14a-12

WT MUTUAL FUND

(Name of Registrant as Specified in its Charter)

WT MUTUAL FUND

(Name of Person(s) Filing Proxy Statement)

Payment of Filing Fee (Check the appropriate box):

X No fee required.

Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11

1) Title of each class of securities to which
transaction applies:

2) Aggregate number of securities to which transaction applies:

---------
3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (set forth the amount on which the
filing fee is calculated and state how it was determined):

---------

4) Proposed maximum aggregate value of transaction:
---------

5) Total fee paid:
---------

Fee paid previously with preliminary materials.

Check box if any part of the fee is offset as provided by Exchange
Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee
was paid previously. Identify the previous filing by registration statement
number, or the Form or Schedule and the date of its filing.

1) Amount Previously Paid:

2) Form, Schedule or Registration Statement No.:

3) Filing Party:

4) Date Filed:

<PAGE>

WT MUTUAL FUND

1100 NORTH MARKET STREET
WILMINGTON, DELAWARE 19890

NOTICE OF SPECIAL MEETINGS OF SHAREHOLDERS
TO BE HELD ON OCTOBER 22, 1999

To the Shareholders:

Special meetings of the shareholders (the "Meetings") of WT Money
Market Portfolio, WT Short/Intermediate Bond Portfolio and WT Broad Market
Equity Portfolio (collectively, the "Portfolios"), each a series of WT Mutual
Fund (the "Fund"), will be held on October 22, 1999 at 10 a.m. eastern time at
the offices of PFPC Inc., 400 Bellevue Parkway, Wilmington, DE 19809 for the
following purposes:

1. To approve or disapprove new investment advisory agreements;

2. To consider the election of five persons to the Fund's Board of
Trustees;

3. To approve or disapprove certain changes to the Portfolios'
fundamental investment limitations;

4. To ratify the selection of Ernst & Young LLP as the Fund's
independent auditors for the fiscal year ending June 30, 2000; and

5. To transact such other business as may properly come before
the Meetings, or any adjournment thereof.

Shareholders of record at the close of business on August 24, 1999 are
entitled to vote at the Meetings or any adjournment thereof.

By Order of the Board of Trustees

Gary M. Gardner
Secretary
September 17, 1999
Wilmington, Delaware

- --------------------------------------------------------------------------------
IMPORTANT

WHETHER OR NOT YOU PLAN TO ATTEND THE MEETING, PLEASE MARK YOUR VOTING
INSTRUCTIONS ON THE ENCLOSED PROXY BALLOT AND PROMPTLY DATE, SIGN AND RETURN
IT IN THE ENCLOSED ENVELOPE. NO POSTAGE IS REQUIRED IF MAILED IN THE UNITED
STATES. WE ASK YOUR COOPERATION IN HELPING THE FUND BY MAILING YOUR PROXY
BALLOT PROMPTLY. THE PROXY IS REVOCABLE AT ANY TIME PRIOR TO ITS USE.
- --------------------------------------------------------------------------------

<PAGE>

WT MUTUAL FUND

1100 NORTH MARKET STREET
WILMINGTON, DELAWARE 19890
--------------------------

PROXY STATEMENT
FOR
SPECIAL MEETINGS OF SHAREHOLDERS OF

WT MONEY MARKET PORTFOLIO
WT SHORT/INTERMEDIATE BOND PORTFOLIO
WT BROAD MARKET EQUITY PORTFOLIO

TO BE HELD ON OCTOBER 22, 1999
--------------------------

INTRODUCTION

This proxy statement is furnished to the shareholders of WT
Money Market Portfolio, WT Short/Intermediate Bond Portfolio and WT Broad Market
Equity Portfolio (each a Portfolio, and, collectively, the "Portfolios") in
connection with the solicitation of proxies by, and on behalf of, the Board of
Trustees of WT Mutual Fund (the "Fund") for use at the special meetings of the
Portfolios' shareholders (the "Meetings") and at any adjournment thereof. The
Meetings will be held on October 22, 1999 at 10 a.m. eastern time at the offices
of PFPC Inc., 400 Bellevue Parkway, Wilmington, DE 19809. For convenience, WT
Money Market Portfolio is hereafter referred to as "Money Market Portfolio," WT
Short/Intermediate Bond Portfolio as "Bond Portfolio" and WT Broad Market Equity
Portfolio as "Equity Portfolio."

The Meetings will be held so that shareholders may vote on the
proposals described in this proxy statement. These proposals are part of a
broader initiative by Wilmington Trust Company ("WTC") to consolidate or
reorganize a number of different mutual funds managed by WTC and its affiliates,
Rodney Square Management Corporation ("RSMC") and Cramer Rosenthal McGlynn, LLC
("CRM") (the "Reorganization"). The purpose of the Reorganization is to form a
comprehensive, streamlined group of funds, offering a greater variety of
investment styles. To this end, other mutual funds currently advised by WTC,
RSMC and CRM would be converted into new series of the Fund and would thereafter
operate in a master/feeder fund structure. The Reorganization, which is expected
to occur on or about November 1, 1999, is being submitted to the shareholders of
the other funds for their consideration. Effective November 1, 1999, Money
Market Portfolio will be renamed Wilmington Premier Money Market Portfolio, Bond
Portfolio will be renamed Wilmington Short/Intermediate Bond Portfolio and
Equity Portfolio will be renamed Wilmington Large Cap Core Portfolio.
Additionally, the Portfolios' K class shares will be renamed Institutional class
shares.

<PAGE>
2
The solicitation is being made primarily by the mailing of
this Proxy Statement and the accompanying proxy ballot on or about September 20,
1999. Supplementary solicitations may be made by officers of the Fund or agents
appointed by the Fund utilizing other means, including telephone, facsimile,
other electronic means or personal interview. The expenses in connection with
preparing the proxy materials and of all solicitations will be paid by the Fund.

VOTING

The individuals named as proxies on the enclosed proxy ballot
corresponding to your particular Portfolio will vote in accordance with your
direction as indicated thereon if your proxy ballot is (a) properly executed by
you or your duly appointed agent or attorney-in-fact, (b) not revoked and (c)
received by the Fund prior to the Meetings. If you sign, date and return the
proxy ballot, but give no voting instructions, the duly appointed individuals
named as proxies will vote your shares FOR the matters specified on the proxy
ballot. If you execute and return your proxy ballot, you may nevertheless revoke
your proxy at any time prior to its use by (a) your written notification
received by the Fund, (b) by your execution of a later-dated proxy ballot or (c)
by your attending the Meetings and voting in person.

In the event that a quorum is not represented at the Meetings
or at any adjournment thereof, or, even if a quorum is represented, in the event
that sufficient votes in favor of any of the proposals set forth below and in
the Notice of the Meetings are not received, the persons named as proxies may
propose and vote for one or more adjournments of the Meetings and further
solicitation of proxies may be made without the necessity of further notice. The
individuals named as proxies will vote in favor of adjournment if the proxy
ballots submitted contain instructions to vote in favor of a proposal to be
considered at the adjourned meeting, and the individuals named as proxies will
vote against any adjournment if the proxy ballots contain instructions to vote
against or to abstain from voting on a proposal to be considered at the
adjourned meeting. A shareholder vote may be taken on one or more of the
proposals prior to an adjournment if sufficient votes have been received and it
is otherwise appropriate.

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 proposal or for or against any adjournment to permit
further solicitation of proxies. Accordingly, abstentions and broker non-votes
effectively will be votes against such 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 a
proposal. 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 the broker does not have discretionary voting
authority.

The Board of Trustees has fixed the close of business on
August 24, 1999 as the record date ("Record Date") for the determination of the
shareholders entitled to notice of and to

<PAGE>

vote at the Meetings or any adjournments thereof. As of the Record Date,
530,769,011.34 shares of Money Market Portfolio, 6,620,285.83 shares of Bond
Portfolio and 6,187,554.33 shares of Equity Portfolio were issued and
outstanding.

Shareholders of the Portfolios will vote together with respect
to the election of the Trustees (Proposal 2) and ratification of the selection
of the independent auditors (Proposal 4). Shareholders of the Portfolios will
vote separately on approval of their respective investment advisory contracts
(Proposal 1) and changes to the fundamental investment limitations (Proposal 3).
Each share is entitled to one vote. Each proposal shall be treated separately,
and if any proposal is not approved by shareholders, this would not affect any
of the other proposals. If a proposal is not approved, the Board of Trustees
will consider what other action is appropriate based upon the best interests of
the shareholders.

The Fund's shares do not have cumulative voting rights;
therefore, a plurality of all votes cast at a meeting at which a quorum is
present shall be sufficient for the election of a Trustee under Proposal 2.
Approval of Proposals 1 and 3 with respect to each Portfolio requires the
affirmative vote of the holders of a "majority of the outstanding voting
securities" of that 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. An affirmative vote of
a majority of the aggregate outstanding shares of the Fund, present in person or
by proxy and voting, is necessary to ratify the selection of the independent
auditors.

SUMMARY OF PROPOSALS
<TABLE>
<CAPTION>

- ------------------------ --------------------------------------------- ---------------------------------------------
PORTFOLIOS SOLICITED PROPOSAL DESCRIPTION REASON
- ------------------------ --------------------------------------------- ---------------------------------------------
<S> <C> <C>
All PROPOSAL NO. 1. To approve or disapprove Equity and Bond Portfolios: to change the
new investment advisory agreements on adviser's compensation so that advisory fee
behalf of each Portfolio's corresponding rates would decrease as fund assets
master series. increase beyond certain break points.

Money Market Portfolio: to change the
investment adviser from WTC to RSMC.
</TABLE>

- ------------------------ --------------------------------------------- ---------------------------------------------
<S> <C> <C>
All PROPOSAL NO. 2. To consider the election of To add representatives to the Board from
five persons to the Fund's Board of the other mutual funds and advisory firms
Trustees. participating in the pending consolidation
and reorganization of the WT, Rodney Square
and CRM fund families.
- ------------------------ --------------------------------------------- ---------------------------------------------
All PROPOSAL NO. 3. To approve or disapprove To update the Portfolios' limitations and
certain changes to the Portfolios' conform them to those of the other funds
fundamental investment limitations. participating in the Reorganization.
- ------------------------ --------------------------------------------- ---------------------------------------------
All PROPOSAL NO. 4. To ratify the selection of To obtain shareholder authorization of the
Ernst & Young LLP as the Fund's independent Board's appointment of Ernst & Young LLP as
auditors. the Fund's independent auditors.
- ------------------------ --------------------------------------------- ---------------------------------------------
</TABLE>

PROPOSAL NO. 1

TO APPROVE NEW INVESTMENT ADVISORY AGREEMENTS

Shareholders of each Portfolio are being asked to approve new
investment advisory agreements, on behalf of the Portfolio's corresponding
master series (the "Master Series"). Each Portfolio of the Fund operates as a
feeder fund in a master/feeder fund arrangement with a corresponding Master
Series of WT Investment Trust I (the "Trust"). The Master Series for Money
Market Portfolio is WT Money Market Series ("Money Market Series"), for Bond
Portfolio is WT Short/Intermediate Bond Series ("Bond Series") and for Equity
Portfolio is WT Broad Market Equity Series ("Equity Series"). As feeder funds,
each Portfolio seeks to achieve its investment objective by investing all of its
investable assets in a Master Series with the same investment objectives,
policies and limitations. The Master Series invest directly in portfolio
securities, and WTC presently manages each Series' investments pursuant to
investment advisory agreements dated October 20, 1998 between the Trust and WTC
(the "Existing Agreements").

New investment advisory agreements (the "New Agreements") have
been proposed which would provide for WTC to continue to manage the investments
of Bond Series and Equity Series. However, the New Agreement on behalf of Money
Market Series provides for RSMC to replace WTC as the Series' investment adviser
because one goal of the Reorganization is to have RSMC advise each of the money
market funds in the new consolidated fund group. Additionally, the New
Agreements for Bond Series and Equity Series include break points in the
adviser's compensation schedule so that fee rates would decrease if a Series'
assets increase beyond certain amounts.

The New Agreements must be approved by the Master Series'
respective

<PAGE>

shareholders (i.e. the Portfolios). Pursuant to 1940 Act requirements applicable
to master/feeder fund structures, each Portfolio's voting rights with respect to
the Master Series shares that it holds must be passed through to the Portfolio's
own shareholders, reflecting the shareholders' indirect interest in the Master
Series. The following summary provides information about WTC and RSMC as well as
the Existing Agreements and the New Agreements.

INFORMATION CONCERNING WTC AND RSMC

Since October 20, 1998, WTC, located at 1100 North Market
Street, Wilmington, Delaware 19890, has served as the investment adviser of all
three Master Series. WTC is engaged in a variety of investment advisory
activities including the management of collective investment pools and has
nearly a century of experience managing the personal investments of high
net-worth individuals. WTC presently manages over $7 billion in fixed income
assets and approximately $15.6 billion in equity assets for clients.

WTC is a state-chartered bank that was organized as a Delaware
corporation in 1903. WTC is wholly owned by Wilmington Trust Corporation, a
publicly held bank holding company. Ted T. Cecala is the principal executive
officer of WTC. The name and principal occupation of each director of WTC as of
September 1, 1999 were as follows:

NAME OF DIRECTOR OCCUPATION
Ted T. Cecala Chief Executive Officer and Chairman of
the Board of Wilmington Trust Corporation
Andrew B. Kirkpatrick Counsel to the law firm of Morris,
Nichols, Arsht and Tunnell
David P. Roselle President of the University of Delaware
Mary Jornlin-Theisen Civic leader
Charles S. Crompton, Jr. Partner of the law firm of Potter,
Anderson & Corroon
Edward B. du Pont Private investor
Stacey J. Mobley Senior Vice President, external
affairs, E.I. Du Pont de Nemours and
Company
Carolyn S. Burger Principal of CB Associates, Inc., a
consulting firm
Robert V. A. Harra, Jr. President, Chief Operating Officer and
Treasurer of Wilmington Trust Corporation
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
R. Keith Elliot Chairman of the Board and Chief
Executive Officer of Hercules
Incorporated

<PAGE>

Walter D. Mertz Retired Senior Vice President of
Wilmington Trust Corporation and
Wilmington Trust Company; 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
G. Burton Pearson Retired Senior Vice President of
Wilmington Trust Corporation and
Wilmington Trust Company; Associate
Director.

RSMC, located at 1100 North Market Street, Wilmington,
Delaware 19890, has been proposed to replace WTC as investment adviser of Money
Market Series. RSMC, a wholly owned subsidiary of WTC, does not currently serve
as adviser to any Series of the Trust. However, certain portfolio personnel
employed by RSMC are also employees of its parent company, WTC, and in that
capacity they currently provide investment management services to Money Market
Series. These same portfolio personnel would continue to manage Money Market
Series upon approval of the New Agreement with respect to the Series. The
principal executive officer of RSMC is Robert J. Christian The name and
principal occupation of each director of RSMC as of September 1, 1999 were as
follows:

NAME OF DIRECTOR OCCUPATION

Robert J. Christian Chief Investment Officer of WTC and
President, CEO and Director or RSMC
Eric K. Cheung Vice President and Division Manager for
all fixed income products at WTC and
Director of RSMC
Joseph M. Fahey, Jr. Director, Vice President and Secretary
of RSMC

RSMC currently provides investment advisory services to the
following mutual funds having an investment objective similar to the investment
objective of Money Market Series:

NAME NET ASSETS AS OF 8/1/99 FEE RATES

The Rodney Square Fund
U.S. Government Portfolio $611,519,949 0.47%
Money Market Portfolio $1,721,878,984 0.47%

The Rodney Square Tax-Exempt Fund $434,392,392 0.47%

Robert J. Christian, who is an officer of WTC and RSMC, also
is an officer and Trustee of the Fund and the Trust. Eric K. Cheung, who is an
officer of WTC and RSMC, also is an officer of the Fund and the Trust.

<PAGE>

INFORMATION CONCERNING THE EXISTING AGREEMENTS

SERVICES. Subject to the supervision of the Trust's Board of
Trustees, WTC is authorized to continuously review, supervise and administer the
Master Series' investment programs and to make and implement all investment
decisions for the Series. In managing the Master Series' assets, WTC is required
to comply with the Master Series' investment objectives, policies and
limitations as set forth in the Trust's registration statement and applicable
laws and regulations. WTC is authorized to select brokers or dealers for
execution of securities transactions for the Master Series. WTC also maintains
certain books and records in connection with its services to the Trust. At the
request of the Trust, WTC in its discretion, may make available to the Trust,
office facilities, equipment, personnel and other services, the costs of which
shall be borne by the Master Series proportionate to their utilization thereof.

ADVISERS' COMPENSATION. According to the Existing Agreements,
the Trust shall pay to WTC at the end of each month a fee equal to one-twelfth
of 0.20 percent of the Money Market Series' average daily net assets,
one-twelfth of 0.70 percent of the Equity Series' average daily net assets and
one-twelfth of 0.40 percent of the Bond Series' average daily net assets during
the month. WTC has agreed to waive all or a portion of its advisory fees and
assume certain Portfolio expenses in order to assist the Portfolios in
maintaining competitive expense ratios. As compensation for investment advisory
services to the Series for the period from October 20, 1998 to June 30, 1999,
after fee waivers, WTC received compensation with respect to each Series as
follows: for Money Market Series $271,643; for Bond Series $81,636; and for
Equity Series $502,717. As compensation for investment advisory services to the
Funds for the period from June 30, 1998 to October 19, 1998, the Series previous
adviser, Kiewit Investment Management Corp., received compensation with respect
to each Series as follows: for Money Market Series $69,483; for Bond Series
$31,982; and for Equity Series $183,884. WTC AND RSMC HAVE AGREED TO CONTINUE
THE ADVISORY FEE WAIVERS AND ASSUMPTION OF EXPENSES IN ORDER TO MAINTAIN THE
CURRENT CAPS ON THE PORTFOLIOS' EXPENSES.

LIMITATION OF LIABILITY. According to the Existing Agreements,
in the absence of willful misfeasance, bad faith, gross negligence, or reckless
disregard of its obligations or duties by WTC, WTC shall not be liable to the
Series or to shareholders for any act or omission in the course of, or connected
with, rendering services under the Existing Agreements or for any losses that
may be sustained in the purchase, holding or sale of any security or the making
of any investment. However, this limitation of liability shall not protect WTC
from liability in violation of Sections 17(h), 17(i), 36(a) or 36(b) of the 1940
Act.

TERM. The Existing Agreements were last approved by the
Trustees of the Trust at a Board meeting held for that purpose on September 23,
1998 and by shareholders of the respective Portfolios on October 19, 1998. The
Agreements are effective for an initial term of two years commencing on October
20, 1998 and may continue thereafter from year to year if specifically approved
at least annually by the vote of "a majority of the outstanding voting
securities" of the Trust or by the Board of Trustees and, in either event, by
the vote of a majority of the Trustees who are not parties to the Existing
Agreements or interested persons of any such

<PAGE>

party, cast in person at a meeting called for such purpose.

TERMINATION. The Existing Agreements may at any time be
terminated without payment of any penalty either by vote of the Board of
Trustees or by vote of the holders of a majority of the outstanding voting
securities of the Series, on sixty days' written notice to WTC. The Existing
Agreements may be terminated by WTC after ninety days' written notice to the
Fund. The Agreements shall terminate automatically in the event of their
assignment.

INFORMATION CONCERNING THE NEW AGREEMENTS

A form of the New Agreements is attached hereto as EXHIBIT A
and the following description of the Agreements' terms is qualified in its
entirety by reference to EXHIBIT A. The material differences between the
Existing Agreements and the New Agreements, are (1) new effective dates; (2)
RSMC would replace WTC as the adviser for Money Market Series; and (3) fee break
points would be included in the adviser's compensation schedule for Bond Series
and Equity Series. Additionally, the New Agreements provide that the adviser
shall furnish for the use of the Trust office facilities, equipment and
personnel necessary for servicing the Master Series' investments, at no cost to
the Trust.

The New Agreement proposed for approval between the Trust, on
behalf of WT Money Market Series, and RSMC provides that RSMC would be entitled
to an annual fee, payable monthly, equal to .20% of Money Market Series' average
daily net assets. This is the same rate of compensation currently payable to WTC
under Money Market Series' Existing Agreement.

The New Agreements proposed for approval between WTC and the
Trust, on behalf of Bond Series and Equity Series, provide that WTC would be
entitled to an annual fee, payable monthly, equal to the following percentages
of a Master Series' average daily net assets:

(a) BOND SERIES. .35% of the Series' first $1 billion
of average daily net assets, .30% of the Series' next $1 billion of average
daily net assets; and .25% of the Series' average daily net assets over $2
billion; and

(b) EQUITY SERIES. .70% of the Series' first $1
billion of average daily net assets; .65% of the Series' next $1 billion of
average daily net assets; and .60% of the Series' average daily net assets over
$2 billion.

It is anticipated that the New Agreements would be dated as of
November 1, 1999, and they would continue in effect for a period of two years
from such date.

<PAGE>

EVALUATION OF THE NEW AGREEMENTS BY THE BOARD OF TRUSTEES

Each of the Trustees of the Fund is also a Trustee of the
Trust. At a Board meeting held on May 13, 1999, the Trustees considered the
approval of the New Agreements. Representatives of WTC and RSMC met with the
Trustees and provided them with information about their investment management
operations. They explained their investment philosophy and the strategies that
they would use in managing the Master Series. They also related the historical
performance of WTC's and RSMC's accounts.

In determining to recommend to shareholders the approval of
the New Agreements with WTC on behalf of Bond Series and Equity Series, the
Trustees took into account the following:

" The advisory fee rates payable by the Series to WTC would decrease as
the Series' assets increase as a result of the fee break points.

" Other than the changes in advisory fee rates and effective dates, there
are no material differences between the Existing and New Agreement.

" The New Agreements do not contemplate a change in (1) the level of
advisory services that the Series would receive, (2) the management or
operations of the Series or (3) the personnel managing the Series.

" The skills and capabilities of WTC in managing the Bond and Equity
Series.

In determining to recommend to shareholders the approval of
the New Agreement with RSMC on behalf of Money Market Series, the Trustees took
into account:

" The extensive experience of RSMC in managing other money market funds,
and RSMC's capabilities and performance record.

Based upon the above factors, the Board, including a majority
of the Trustees who are not parties to the investment advisory agreements or
interested persons of any such party, voted to recommend shareholder approval of
the New Agreements.

<PAGE>

BROKERAGE ALLOCATION

WTC, in effecting the purchase and sale of portfolio
securities for certain Master Series, currently seeks execution of trades at the
most favorable and competitive rate of commission charged by any broker, dealer
or member of an exchange. However, WTC reserves the right to seek execution of
trades at a higher rate of commission charges if reasonable in relation to
brokerage and research services provided to the Fund or WTC by such member,
broker, or dealer. Such services may include, but are not limited to, the
following: information as to the availability of securities for purchase or sale
and statistical or factual information or opinions pertaining to investments.
WTC may use research and services provided to it by brokers and dealers in
servicing all its clients, however, not all such services will be used by WTC in
connection with the Fund. Under the New Agreements, WTC would follow
substantially similar policies for allocating Bond and Equity Series' brokerage
transactions.

THE BOARD OF TRUSTEES UNANIMOUSLY RECOMMENDS THAT SHAREHOLDERS OF EACH PORTFOLIO
VOTE FOR APPROVAL OF THEIR RESPECTIVE INVESTMENT ADVISORY AGREEMENT.

PROPOSAL NO. 2

TO CONSIDER THE ELECTION OF FIVE PERSONS TO
THE FUND'S BOARD OF TRUSTEES

The Fund's Board has nominated Eric Brucker, John J. Quindlen,
Louis Klein Jr., Clement C. Moore, II and William P. Richards for election as
Trustees of the Fund. The reason for this election is that the Fund's Board of
Trustees is being expanded as a result of the Reorganization. The Board has
determined that it would be beneficial for shareholders to elect these persons
to the Fund's Board as representatives of the other mutual funds participating
in the Reorganization. Mr. Brucker is presently an independent trustee of the
Rodney Square group of funds, and Messrs. Klein and Moore are presently
independent trustees of the CRM Funds. Mr. Richards is a Managing Director of
Roxbury Capital Management, Inc., an affiliate of WTC that will be managing
certain other equity funds in the new fund group after the Reorganization. Mr.
Quindlen, a trustee of the Rodney Square group of funds, 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. Each of the nominees, except
Mr. Richards, would be an independent Trustee of the Fund.

Certain information about Messrs. Brucker, Quindlen, Klein,
Moore and Richards is set forth in the following chart. Each nominee has agreed
to serve if elected, and if he should be unavailable to serve for any reason,
the persons named as proxies will vote for a substitute nominee selected by the
Board of Trustees. The Fund currently knows of no reason why Messrs. Brucker,
Quindlen, Klein, Moore or Richards would be unable or unwilling to serve if
elected.

<PAGE>

11
NOMINEES TO THE BOARD OF TRUSTEES
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SHARES OWNED
BENEFICIALLY
NAME AND AGE PRINCIPAL OCCUPATION FOR PAST 5 YEARS AUGUST 24, 1999
------------ ------------------------------------- ---------------
<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 fund group.
John J. Quindlen Retired. Senior Vice President-Finance of E.I. du Pont 0
67 years old 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 the funds
in the Rodney Square fund group.
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; Director,
Manville Corporation since 1991; Trustee of The CRM
Funds.
Clement C. Moore, II Managing Partner, Mariemont Holdings, LLC, a 0
55 years old commercial real estate holding and development
company from 1980 to present; Trustee of The CRM
Funds.
William P. Richards* Managing Partner - Client Service and Portfolio 0
62 years old Communication, Roxbury Capital Management since
1998. Formerly Senior Vice President and Partner,
Van Deventer & Hoch, an investment management firm.
<FN>
* Interested person of the Fund as defined in Section 2(a)(19) of the 1940 Act.
</FN>
</TABLE>

CURRENT TRUSTEES AND EXECUTIVE OFFICERS OF WT MUTUAL FUND

<TABLE>
<CAPTION>
SHARES OWNED
POSITION PRINCIPAL OCCUPATION BENEFICIALLY
NAME AND AGE POSITION SINCE OR EMPLOYMENT AUGUST 24 ,1999
------------ -------- ----- ------------- ---------------
<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 See description above
67 years old under "Nominees."

</TABLE>
<PAGE>

12
<TABLE>
<CAPTION>
<S> <C> <C> <C> <C>
Nicholas A. Giordano Trustee 1998 Financial Services 0
56 years old consultant, 1997-present;
Interim President of
LaSalle University July 1,
1998-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 Wilmington Trust Company and
Director of Rodney Square
Management Corporation
since February 1996.
Chairman and Director of
PNC Equity Advisors Company
and President and Chief
Investment Officer of PNC
Asset Management Group,
Inc. from 1994-1996; Chief
Investment Officer of PNC
Bank from 1992-1996.
*Eric K. Cheung Vice Preside 1998 Since 1991, Division Manager 0
43 years old for all fixed income
products at WTC.
*Pat Colletti Treasurer 1999 Vice President and Director 0
41 years old of Investment Accounting and
Administration of PFPC Inc.
since April 1999.
Controller of Reserve Funds
1986-1999.
*Gary M. Gardner Secretary 1999 Senior Vice President of 0
48 years old PFPC Inc. since 1994.
<FN>
* Interested Person of the Fund as defined in Section 2(a)(19) of the 1940 Act.
</FN>
</TABLE>

During the Fund's fiscal year ended June 30, 1999, four
regular Board meetings were held and one special Board meeting was held. Since
they joined the Board of Trustees, each of the current Trustees has attended at
least 75% of the total number of Board meetings. The Board has an Audit
Committee consisting of Messrs. Arnold, Giordano and Thomas which is responsible
for recommending the selection of the Fund's independent auditors and for
conducting post-audit reviews of the Fund's financial condition with the
auditors. The Audit Committee held one meeting during the fiscal year ended June
30, 1999, and all three members of the Audit Committee participated in the
meeting.

<PAGE>
13

The following chart provides certain information for fiscal
year ended June 30, 1999 about the fees paid to Trustees by the Fund and the
Trust:
<TABLE>
<CAPTION>
COMPENSATION TABLE
- -------------------------- --------------------- ---------------------- --------------------- ----------------------
(1) (2) (3) (4) (5)

PENSION OR
RETIREMENT TOTAL
AGGREGATE BENEFITS ACCRUED ESTIMATED ANNUAL COMPENSATION
NAME OF COMPENSATION AS PART OF FUND BENEFITS UPON FROM THE FUND AND
PERSON & POSITION FROM THE FUND EXPENSES RETIREMENT THE TRUST
----------------- ------------- -------- ---------- ---------
<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 (until 8/99)
Nicholas A. Giordano $7,318 0 0 $14,637
Trustee
Robert J. Christian 0 0 0 0
Trustee and President
</TABLE>

THE BOARD OF TRUSTEES UNANIMOUSLY RECOMMENDS THAT SHAREHOLDERS ELECT ERIC
BRUCKER, JOHN J. QUINDLEN, LOUIS KLEIN JR., CLEMENT C. MOORE, II AND WILLIAM P.
RICHARDS TO THE FUND'S BOARD OF TRUSTEES.

PROPOSAL NO. 3

TO APPROVE CERTAIN CHANGES TO THE PORTFOLIOS'
FUNDAMENTAL INVESTMENT LIMITATIONS.

The Board of Trustees believes that it is advisable for the
Portfolios and their Master Series to adopt new fundamental investment
limitations. Fundamental investment limitations restrict each Portfolio and its
corresponding Master Series from making certain types of investments based upon
prohibitions in the 1940 Act. Eliminating or changing a mutual fund's
fundamental investment limitations requires a 1940 Act Majority Vote. If
approved, the proposed limitations would result in (1) restatement of certain
existing limitations without changing their substance; (2) elimination of
certain limitations or changing them to non-fundamental policies of the
Portfolios and the Series; or (3) substantive changes to certain limitations.

One reason for the proposed changes is to modernize the
limitations to reflect changes in the laws governing mutual funds. Some of the
existing limitations were adopted initially by the Fund as a result of the
directives of various state securities commissions. Changes to federal
securities laws in 1996 have superseded these state directives. Some of these
limitations unnecessarily hamper the adviser's investment discretion. Another
reason for the changes is to conform the Portfolios' and Series' limitations to
those of the other funds

<PAGE>
14

participating in the Reorganization. Management of the Fund and the Trust
believes that it would be beneficial to have uniform investment policies
applicable to all similarly managed funds in the new consolidated fund group.
None of the limitations that are proposed to be eliminated or changed are
expected to have a material impact on a Portfolio's investment operations.

A comparison of the existing and proposed investment
limitations follows. In each case, a limitation applies not only to a Portfolio,
but also to its corresponding Master Series.

EXISTING: A Portfolio will not, as to 75% of its total assets, invest in the
securities of any issuer (except obligations of the U.S. Government and its
instrumentalities) if, as a result more than 5% of the Portfolio's total assets,
at market, would be invested in the securities of such issuer, provided that
this restriction applies to 100% of the total assets of Money Market Portfolio.

PROPOSED: A Portfolio will not purchase the securities of any one issuer if, as
a result, more than 5% of the Portfolio's total assets would be invested in the
securities of such issuer, or the Portfolio would own or hold 10% or more of the
outstanding voting securities of that issuer; provided that (1) each Portfolio
may invest up to 25% of its total assets without regard to these limitations;
(2) these limitations do not apply to securities issued or guaranteed by the U.
S. Government, its agencies or instrumentalities; and (3) for Equity Portfolio,
repurchase agreements fully collateralized by U.S. Government obligations will
be treated as U.S. Government obligations.

EFFECT OF CHANGE: Adds a restriction against owning 10% or more of an issuer's
voting securities which is currently a non-fundamental policy of the Portfolios,
reduces the extent to which the limitation applies to Money Market Portfolio
from 100% to 75% and broadens the exception for Equity Portfolio's investments
in certain repurchase agreements.

EXISTING: A Portfolio will not, acquire any securities of companies within one
industry if, as a result of such acquisition, more than 25% of the value of the
Portfolio's total assets would be invested in securities of companies within
such industry, provided that Money Market Portfolio may invest more than 25% of
the value of its total assets in obligations of U.S. banks, such as certificates
of deposit, time deposits and banker's acceptances. Such banks must have total
assets exceeding one billion dollars.

PROPOSED: A Portfolio will not purchase the securities of any issuer if, as a
result, more than 25% of the Portfolio's total assets would be invested in the
securities of one or more issuers having their principal business activities in
the same industry, provided that (1) for Bond Portfolio, this limitation does
not apply to securities issued or guaranteed by the U.S. Government, its
agencies or instrumentalities (including repurchase agreements fully
collateralized by U.S. Government obligations) or to tax-exempt municipal
securities, (2) Money Market Portfolio may invest more than 25% of its total
assets in the obligations of banks, and (3) for Equity Portfolio, this
limitation does not apply to debt obligations issued or guaranteed by the U.S.
Government, its agencies or instrumentalities.

<PAGE>
15

EFFECT OF CHANGE: Adds an exception for investments in U.S. Government
obligations and eliminates the Money Market Portfolio's requirements with
respect to the asset size of banks.

EXISTING: A Portfolio will not borrow, except that a Portfolio may borrow from
banks for temporary or emergency purposes or to pay redemptions and then, in no
event, in excess of 33% of its net assets and a Portfolio may pledge not more
than 33% of such assets to secure such loans.

PROPOSED: A Portfolio will not borrow money, provided that (1) the Portfolio may
borrow money from banks for temporary or emergency purposes (not for leveraging
or investment) or by engaging in reverse repurchase agreements if the
Portfolio's borrowings do not exceed an amount equal to 33 1/3% of the current
value of its assets taken at market value, less liabilities other than
borrowings and (2) Equity Portfolio may borrow money for temporary or emergency
purposes in an aggregate amount not in excess of 10% of its total assets.

EFFECT OF CHANGE: Extends the exception to cover reverse repurchase agreements
for all Portfolios and limits Equity Portfolio's temporary or emergency
borrowings to 10% of its assets.

EXISTING: A Portfolio will not make loans, except that this restriction shall
not prohibit (a) the purchase of obligations customarily purchased by
institutional investors, (b) the lending of Portfolio securities or (c) entry
into repurchase agreements.

PROPOSED: A Portfolio will not make loans to other persons, except by (1)
purchasing debt securities in accordance with its investment objective, policies
and limitations; (2) entering into repurchase agreements; or (3) engaging in
securities loan transactions which, for Money Market and Bond Portfolios only,
are limited to 33 1/3% of the value of the Portfolio's total assets.

EFFECT OF CHANGE: No material change other than limiting Money Market and Bond
Portfolio's securities loan transactions to 33 1/3% of the Portfolio's total
assets.

EXISTING: A Portfolio will not engage in the business of underwriting securities
issued by others, except that, in connection with the disposition of a security,
a Portfolio may be deemed to be an "underwriter" as that term is defined in the
Securities Act of 1933 (the "1933 Act").

PROPOSED: A Portfolio will not underwrite any issue of securities, except to the
extent that the Portfolio may be considered to be acting as underwriter in
connection with the disposition of any portfolio security.

EFFECT OF CHANGE: No material change.

<PAGE>
16
EXISTING: A Portfolio will not invest in real estate, including limited
partnership interests therein, although they may purchase and sell securities
which deal in real estate and securities which are secured by interests in real
estate.

PROPOSED: A Portfolio will not purchase or sell real estate or real estate
limited partnership interests, provided that the Portfolio may invest in
obligations secured by real estate or interests therein or obligations issued by
companies that invest in real estate or interests therein, including, for Bond
and Equity Portfolio, real estate investment trusts.

EFFECT OF CHANGE: No material change.

EXISTING: A Portfolio will not purchase or sell commodities except that a
Portfolio may purchase or sell financial futures contracts and options thereon.

PROPOSED: Money Market Portfolio will not purchase or sell physical commodities
or contracts, provided that currencies and currency related contracts will not
be deemed physical commodities. Bond Portfolio will not purchase or sell
physical commodities or commodities contracts except financial and foreign
currency futures contracts and options thereon, options on foreign currencies
and forward currency contracts. Equity Portfolio will not purchase or sell
physical commodities except it may invest in, purchase, sell or enter into
financial options and futures, forward and spot currency contracts, swap
transactions and other derivative financial instruments.

EFFECT OF CHANGE: Adds exceptions for foreign currency futures contracts and
options transactions for all Portfolios and for swap and derivative transactions
for Equity Portfolio.

EXISTING: A Portfolio will not pledge, mortgage, or hypothecate any of its
assets to an extent greater than 10% of its total assets at fair market value.

PROPOSED: None

EFFECT OF CHANGE: Eliminates a superseded state securities law requirement.

EXISTING: None

PROPOSED: A Portfolio will not issue senior securities, except as appropriate to
evidence indebtedness that the Portfolio is permitted to incur, provided that
futures, options and forward currency transactions will not be deemed to be
senior securities for purposes of this limitation; provided that Equity
Portfolio may issue senior securities to the extent permitted by the 1940 Act.

EFFECT OF CHANGE: Adds a fundamental restriction that is required by the 1940
Act.

EXISTING: A Portfolio will not invest more than 15% of the value of the
Portfolio's net assets in

<PAGE>
17

illiquid securities which include certain restricted securities, repurchase
agreements with maturities of greater than seven days, and other illiquid
investments.

PROPOSED: None- however, the existing limitation would become a non-fundamental
policy of the Portfolios.

EFFECT OF CHANGE: None - this limitation is not required to be a fundamental
investment policy under the 1940 Act.

EXISTING: A Portfolio will not invest its assets in securities of any investment
company in excess of the limits set forth in the 1940 Act and rules thereunder,
except in connection with a merger, acquisition of assets, consolidation or
reorganization.

PROPOSED: None

EFFECT OF CHANGE: None - this limitation is not required to be a fundamental
investment policy under the 1940 Act.

EXISTING: A Portfolio will not purchase securities on margin or sell securities
short, except that a Portfolio may satisfy margin requirements with respect to
futures transactions.

PROPOSED: None- however, similar restrictions on margin purchases and short
sales (except short sales against the box) would be non-fundamental policies of
the Portfolios.

EFFECT OF CHANGE: None - this limitation is not required to be a fundamental
investment policy under the 1940 Act.

As with the Portfolios' existing fundamental investment
limitations, the proposed limitations include an exception that they shall 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 its
corresponding Master Series. This exception is necessary to permit the
Portfolios to operate as feeder funds.

THE BOARD OF TRUSTEES UNANIMOUSLY RECOMMENDS THAT SHAREHOLDERS OF EACH PORTFOLIO
VOTE FOR APPROVAL OF THE PROPOSED CHANGES TO THE PORTFOLIO'S FUNDAMENTAL
INVESTMENT LIMITATIONS.

<PAGE>

PROPOSAL NO. 4

RATIFICATION OF THE SELECTION OF ERNST & YOUNG LLP
AS THE FUND'S INDEPENDENT AUDITORS FOR THE FISCAL
YEAR ENDING JUNE 30, 2000.

The Board has selected Ernst & Young LLP, located at Suite
4000, 2001 Market Street, Philadelphia, PA 19103, to serve as independent
auditors to audit the financial statements of the Fund for the fiscal year
ending June 30, 2000. Ernst & Young has advised the Fund that neither it, nor
any of its members, has any other relationship with the Fund, and that none of
them has any direct or indirect financial interest in the Fund. No
representative of Ernst & Young is expected to be present at the Meeting.

Ernst & Young acted as auditors for the Fund for the fiscal
year ended June 30, 1999. The selection of Ernst & Young was based upon the
skill and expertise of that firm in the specialized area of investment company
accounting, reflected in its local and national practices in this field.

THE BOARD OF TRUSTEES UNANIMOUSLY RECOMMENDS THAT SHAREHOLDERS RATIFY THE
SELECTION OF ERNST & YOUNG LLP AS THE FUND'S INDEPENDENT AUDITORS.

PROPOSAL NO. 5

OTHER BUSINESS

The Meetings of the Portfolios' shareholders are special
meetings, and will generally consider only those matters set forth in the Notice
of the Meetings. The Board of Trustees knows of no other matters to be brought
before the Meetings. However, if other matters properly come before the
Meetings, it is the intention of the Board of Trustees that the proxies that do
not contain specific instructions to the contrary will be voted, to the extent
permitted by applicable law, on such matters in accordance with the judgment of
the persons designated therein as proxies.

<PAGE>
19

PRINCIPAL SHAREHOLDERS

The following shareholders beneficially owned more than 5% of
the Portfolios' outstanding shares as of the Record Date:

NUMBER OF SHARES PERCENTAGE
NAME & ADDRESS BENEFICIALLY OWNED OF PORTFOLIO
- -------------------------------------------------------------- ------------
WT MONEY MARKET PORTFOLIO:

Aker Gulf Marine 27,391,420.33 5.16%
1000 Kiewit Plaza
Omaha, NE 68131

Wasatch Constructors, Joint Venture 90,920,980.49 17.13%
1000 Kiewit Plaza
Omaha, NE 68131

Global Surety & Insurance Co. 31,084,203.44 5.86%
1000 Kiewit Plaza
Omaha, NE 68131

Kiewit Coal Properties Inc. 31,280,386.27 5.89%
1000 Kiewit Plaza
Omaha, NE 68131

Kiewit Construction Company 153,595,423.87 28.94%
1000 Kiewit Plaza
Omaha, NE 68131

Gilbert/Black & Veatch Texas LP 40,507,491.37 7.63%
1000 Kiewit Plaza
Omaha, NE 68131

TOTAL 374,779,905.77

WT SHORT/INTERMEDIATE BOND PORTFOLIO:

Northern Trust Company, Trustee 2,236,353.98 33.78%
for Continental Kiewit Inc.
Pension Plan
P.O. Box 92956
Chicago, IL 60675-2956

Decker Coal Reclamation 2,555,417.81 38.60%
1000 Kiewit Plaza
Omaha, NE 68131

Wilmington Trust Company as Trustee 476,121.19 7.19%
for Black Butte Coal Company
Pension Plan
1100 N. Market Street
Wilmington, DE 19890

Wilmington Trust Company as Trustee 436,989.33 6.60%
for Kiewit Construction Corp.
Retirement Savings Plan

<PAGE>
20

1100 N. Market Street
Wilmington, DE 19890

Wilmington Trust Company as Trustee 472,068.56 7.13%
for Decker Coal Company
Pension Plan
1100 N. Market Street
Wilmington, DE 19890

TOTAL 6,176,950.87

WT BROAD MARKET EQUITY PORTFOLIO:

Northern Trust Company, Trustee 1,768,899.70 28.59%
for Continental Kiewit Inc.
Pension Plan
P.O. Box 92956
Chicago, IL 60675-2956

Wilmington Trust Company, Trustee 2,136,756.79 34.53%
for Kiewit Construction Corp.
Retirement Savings Plan
1100 N. Market Street
Wilmington, DE 19890

Decker Coal Reclamation 1,378,365.09 22.28%
1000 Kiewit Plaza
Omaha, NE 68131

Wilmington Trust Company, Trustee 399,461.82 6.46%
for Decker Coal Company
Pension Plan
1100 N. Market Street
Wilmington, DE 19890

TOTAL 5,683,483.40

As of the Record Date, the Trustees and officers of the Fund,
as a group, beneficially owned less than 1% of each Portfolio's outstanding
shares.

<PAGE>
21

ADDITIONAL INFORMATION

PFPC Inc. serves as the administrator and accounting services,
dividend disbursing and transfer agent for each Portfolio and Series and is
located at 400 Bellevue Parkway, Wilmington, DE 19809. The Fund has entered into
a distribution agreement with Provident Distributors, Inc., located at Four
Falls Corporate Center, 6th Floor, West Conshohocken, PA 19428, pursuant to
which Provident Distributors is responsible for supervising the sale of each
Portfolio's shares.

SHAREHOLDER REPORTS

The most recent Annual Reports of the Fund and the Trust which
contain audited financial statements for the fiscal year ended June 30, 1999 are
available at no cost to shareholders upon request by: (1) writing to the Fund
c/o PFPC Inc., 400 Bellevue Parkway, Suite 108, Wilmington, DE 19809 or (2) by
calling toll free 1-800-254-3948.

SHAREHOLDER PROPOSALS

The Fund does not hold annual meetings. Accordingly, no
anticipated date of the next shareholder meeting can be provided at this time.
Shareholders wishing to submit proposals for inclusion in a proxy statement for
a subsequent shareholder meeting should send their written request or proposal
to the secretary of the Fund.

By Order of the Board of Trustees

Gary M. Gardner
Secretary
September 17, 1999

<PAGE>

A-1

EXHIBIT A

INVESTMENT ADVISORY AGREEMENT
BETWEEN
WT INVESTMENT TRUST I
AND
[INVESTMENT ADVISER]

AGREEMENT made this __th day of October, 1999, by and between WT
Investment Trust I, a Delaware business trust (hereinafter called the "Fund"),
and [ ], a corporation organized under the laws of the state of
________________ (hereinafter called the "Adviser").

WHEREAS, the Fund is registered under the Investment Company Act of
1940, as amended (the "1940 Act"), as an open-end management investment company,
and offers for sale distinct series of shares of beneficial interest (the
"Series"), each corresponding to a distinct portfolio; and

WHEREAS, the Fund desires to avail itself of the services, information,
advice, assistance and facilities of an investment adviser on behalf of one or
more Series of the Fund, and to have that investment adviser provide or perform
for the Series various research, statistical and investment services; and

WHEREAS, the Adviser is willing to furnish such services to the Fund
with respect to each of the Series listed on Schedule A to this Agreement on the
terms and conditions hereinafter set forth;

NOW, THEREFORE, in consideration of the promises and the mutual
covenants herein contained, it is agreed between the parties as follows:

1. EMPLOYMENT OF THE ADVISER. The Fund hereby employs the Adviser to
invest and reinvest the assets of the Series in the manner set forth in Section
2 of this Agreement subject to the direction of the Trustees and the officers of
the Fund, for the period, in the manner, and on the terms set forth hereinafter.
The Adviser hereby accepts such employment and agrees during such period to
render the services and to assume the obligations herein set forth. The Adviser
shall for all purposes herein be deemed to be an independent contractor and
shall, except as expressly provided or authorized (whether herein or otherwise),
have no authority to act for or represent the Fund in any way or otherwise be
deemed an agent of the Fund.

2. OBLIGATIONS OF, AND SERVICES TO BE PROVIDED BY, THE ADVISER. The
Adviser undertakes to provide the services hereinafter set forth and to assume
the following obligations:

A. INVESTMENT ADVISORY SERVICES.

<PAGE>
A-2

(i) The Adviser shall direct the investments of each
Series, subject to and in accordance with the Series' investment objective,
policies and limitations as provided in its Prospectus and Statement of
Additional Information (the "Prospectus") and other governing instruments, as
amended from time to time, and any other directions and policies which the
Trustees may issue to the Adviser from time to time.

(ii) The Adviser is authorized, in its discretion
and without prior consultation with the Fund, to purchase and sell for each
Series, securities and other investments consistent with the Series' objectives
and policies.

B. CORPORATE MANAGEMENT SERVICES.

(i) The Adviser shall furnish for the use of the
Fund office space and all office facilities, equipment and personnel necessary
for servicing the investments of the Fund.

(ii) The Adviser shall pay the salaries of all
personnel of the Fund and the Adviser performing services relating to research,
statistical and investment activities on behalf of the Fund.

C. PROVISION OF INFORMATION NECESSARY FOR PREPARATION OF
REGISTRATION STATEMENT, AMENDMENTS AND OTHER MATERIALS. The Adviser will make
available and provide such information as the Fund and/or its administrator may
reasonably request for use in the preparation of its registration statement,
reports and other documents required by any applicable federal, foreign or state
statutes or regulations.

D. CODE OF ETHICS. The Adviser has adopted a written code of
ethics complying with the requirements of Rule 17j-1 under the 1940 Act and
Section 204A of the Investment Advisers Act of 1940 and will provide the Fund
and its administrator, on the date of this Agreement, a copy of the code of
ethics. Within forty-five (45) days of the end of the last calendar quarter of
each year while this Agreement is in effect, an executive officer of the Adviser
shall certify to the Trustees that the Adviser has complied with the
requirements of Rule 17j-1 and Section 204A during the previous year and that
there has been no violation of the Adviser's code of ethics or, if such a
violation has occurred, that appropriate action was taken in response to such
violation. Upon the written request of the Fund or its administrator, the
Adviser shall permit the Fund or its administrator to examine the reports
required to be made to the Adviser by Rule 17j-l(c)(l).

E. DISQUALIFICATION. The Adviser shall immediately notify the
Trustees of the occurrence of any event which would disqualify the Adviser from
serving as an investment adviser of an investment company pursuant to Section 9
of the 1940 Act or any other applicable statute or regulation.

<PAGE>
A-3

F. OTHER OBLIGATIONS AND SERVICES. The Adviser shall make its
officers and employees available to the Trustees and officers of the Fund for
consultation and discussion regarding the management of each Series and its
investment activities.

3. EXECUTION AND ALLOCATION OF PORTFOLIO BROKERAGE.

A. The Adviser, subject to the control and direction of the
Trustees, shall have authority and discretion to select brokers and dealers to
execute portfolio transactions for each Series, and for the selection of the
markets on or in which the transactions will be executed.

B. In acting pursuant to Section 3A, the Adviser will place
orders through such brokers or dealers in conformity with the portfolio
transaction policies set forth in the Fund's registration statement.

C. It is understood that neither the Fund nor the Adviser will
adopt a formula for allocation of a Series' brokerage.

D. It is understood that the Adviser may, to the extent
permitted by applicable laws and regulations, aggregate securities to be sold or
purchased for any Series and for other clients of the Adviser in order to obtain
the most favorable price and efficient execution. In that event, allocation of
the securities purchased or sold, as well as expenses incurred in the
transaction, will be made by the Adviser in the manner it considers to be the
most equitable and consistent with its fiduciary obligations to the Fund and to
its other clients.

E. It is understood that the Adviser may, in its discretion,
use brokers who provide a Series with research, analysis, advice and similar
services to execute portfolio transactions on behalf of the Series, and the
Adviser may pay to those brokers in return for brokerage and research services a
higher commission than may be charged by other brokers, subject to the Adviser
determining in good faith that such commission is reasonable in terms either of
the particular transaction or of the overall responsibility of the Adviser to
the Series and its other clients and that the total commissions paid by such
Series will be reasonable in relation to the benefits to the Series over the
long term.

F. It is understood that the Adviser may use brokers who (i)
are affiliated with the Adviser provided that no such broker will be utilized in
any transaction in which such broker acts as principal; and (ii) the
commissions, fees or other remuneration received by such brokers is reasonable
and fair compared to the commissions fees or other remuneration paid to other
brokers in connection with comparable transactions involving similar securities
being purchased or sold during a comparable period of time.

G. The Adviser shall provide such reports as the Trustees may
reasonably request with respect to each Series' total brokerage and portfolio
transaction activities and the manner in which that business was allocated.

<PAGE>
A-4
4. DELEGATION OF ADVISER'S OBLIGATIONS AND SERVICES. With respect to
any or all Series, the Adviser may enter into one or more contracts
("Sub-Advisory Agreement") with a sub-adviser in which the Adviser delegates to
such sub-adviser any or all of its obligations or services specified in Section
2 of this Agreement, provided that each Sub-Advisory Agreement imposes on the
sub-adviser bound thereby all the duties and conditions the Adviser is subject
to under this Agreement, and further provided that each Sub-Advisory Agreement
meets all requirements of the 1940 Act and rules thereunder.

5. EXPENSES OF THE FUND. It is understood that the Fund will pay all
its expenses other than those expressly stated to be payable by the Adviser
hereunder, which expenses payable by the Fund shall include, without limitation:

A. fees payable for administrative services;

B. fees payable for accounting services;

C. the cost of obtaining quotations for calculating the value of
the assets of each Series;

D. interest and taxes;

E. brokerage commissions, dealer spreads and other costs in
connection with the purchase or sale of securities;

F. compensation and expenses of its Trustees other than those who
are "interested persons" of the Fund within the meaning of the
1940 Act;

G. legal and audit expenses;

H. fees and expenses related to the registration and qualification
of the Fund and its shares for distribution under state and
federal securities laws;

I. expenses of typesetting, printing and mailing reports, notices
and proxy material to shareholders of the Fund;

J. all other expenses incidental to holding meetings of the Fund's
shareholders, including proxy solicitations therefor;

K. premiums for fidelity bond and other insurance coverage;

L. the Fund's association membership dues;

M. expenses of typesetting for printing Prospectuses;

<PAGE>
A-5

N. expenses of printing and distributing Prospectuses to existing
shareholders;

O. out-of-pocket expenses incurred in connection with the
provision of custodial and transfer agency service;

P. service fees payable by each Series to the distributor for
providing personal services to the shareholders of each Series
and for maintaining shareholder accounts for those
shareholders;

Q. distribution fees; and

R. such non-recurring expenses as may arise, including costs
arising from threatened legal actions, suits and proceedings to
which the Fund is a party and the legal obligation which the
Fund may have to indemnify its Trustees and officers with
respect thereto.

6. COMPENSATION OF THE ADVISER. For the services and facilities
to be furnished hereunder, the Adviser shall receive advisory
fees calculated at the annual rates listed along with each
Series' name in Schedule B attached hereto. The aggregate of
such advisory fees for all Series shall be payable monthly as
soon as practicable after the last day of each month based on
each Series' average daily net assets.

7. ACTIVITIES AND AFFILIATES OF THE ADVISER.

A. The services of the Adviser to the Fund are not to be
deemed exclusive, and the Adviser is free to render services to others and
engage in other activities; provided, however, that such other services and
activities do not, during the term of this Agreement, interfere, in a material
manner, with the Adviser's ability to meet all of its obligations with respect
to rendering services to the Fund hereunder.

B. The Fund acknowledges that the Adviser or one or more of
its "affiliated persons" may have investment responsibilities or render
investment advice to or perform other investment advisory services for other
individuals or entities and that the Adviser, its "affiliated persons" or any of
its or their directors, officers, agents or employees may buy, sell or trade in
securities for its or their respective accounts ("Affiliated Accounts"). Subject
to the provisions of Section 3 of this Agreement, the Fund agrees that the
Adviser or its "affiliated persons" may give advice or exercise investment
responsibility and take such other action with respect to Affiliated Accounts
which may differ from the advice given or the timing or nature of action with
respect to the Series of the Fund, provided that the Adviser acts in good faith.
The Fund acknowledges that one or more of the Affiliated Accounts may at any
time hold, acquire, increase, decrease, dispose of or otherwise deal with
positions in investments in which one or more Series may have an interest. The
Adviser shall have no obligation to recommend for any Series a position in any
investment which an Affiliated Account may acquire, and the Fund shall have no
first refusal,

<PAGE>
A-6

co-investment or other rights in respect of any such investment, either for its
Series or otherwise.

C. Subject to and in accordance with the Agreement and
Declaration of Trust and By-Laws of the Fund as currently in effect and the 1940
Act and the rules thereunder, it is understood that Trustees, officers and
agents of the Fund and shareholders of the Fund are or may be interested in the
Adviser or its "affiliated persons" as directors, officers, agents or
shareholders of the Adviser or its "affiliated persons"; that directors,
officers, agents and shareholders of the Adviser or its "affiliated persons" are
or may be interested in the Fund as trustees, officers, agents, shareholders or
otherwise; that the Adviser or its "affiliated persons" may be interested in the
Fund as shareholders or otherwise; and that the effect of any such interests
shall be governed by said Agreement and Declaration of Trust, By-Laws and the
1940 Act and the rules thereunder.

8. LIABILITIES OF THE ADVISER.

A. Except as provided below, in the absence of willful
misfeasance, bad faith, gross negligence, or reckless disregard of obligations
or duties hereunder on the part of the Adviser, the Adviser shall not be subject
to liability to the Fund or to any shareholder of the Fund or its Series for any
act or omission in the course of, or connected with, rendering services
hereunder or for any losses that may be sustained in the purchase, holding or
sale of any security or the making of any investment for or on behalf of the
Fund.

B. No provision of this Agreement shall be construed to
protect any Trustee or officer of the Fund, or the Adviser, from liability in
violation of Sections 17(h), 17(i), 36(a) or 36(b) of the 1940 Act.

9. EFFECTIVE DATE; TERM. This Agreement shall become effective on the
date first written above and shall remain in force for a period of two years
from such date, and from year to year thereafter, but only so long as such
continuance is specifically approved at least annually by the Board of Trustees,
including the vote of a majority of the Trustees who are not "interested
persons" of the Fund, cast in person at a meeting called for the purpose of
voting on such approval, or by vote of a majority of the outstanding voting
securities. The aforesaid provision shall be construed in a manner consistent
with the 1940 Act and the rules and regulations thereunder.

10. ASSIGNMENT. No "assignment" of this Agreement shall be made by the
Adviser, and this Agreement shall terminate automatically in event of such
assignment. The Adviser shall notify the Fund in writing in advance of any
proposed change of "control" to enable the Fund to take the steps necessary to
enter into a new advisory agreement.

11. AMENDMENT. This Agreement may be amended at any time, but only by
written agreement between the Adviser and the Fund, which amendment is subject
to the approval of the Trustees of the Fund and, where required by the 1940 Act,
the shareholders of any affected Series in the manner required by the 1940 Act
and the rules thereunder.

<PAGE>
A-7
12. TERMINATION. This Agreement:

A. may at any time be terminated without payment of any
penalty by the Fund with respect to any Series (by
vote of the Board of Trustees of the Fund or by "vote
of a majority of the outstanding voting securities")
on sixty (60) days' written notice to the Adviser;

B. shall immediately terminate in the event of its
"assignment"; and

C. may be terminated with respect to any Series by the
Adviser on sixty (60) days' written notice to the
Fund.

13. DEFINITIONS. As used in this Agreement, the terms "affiliated
person," "assignment," "control," "interested person" and "vote of a majority of
the outstanding voting securities" shall have the meanings set forth in the 1940
Act and the rules and regulations thereunder, subject to any applicable orders
of exemption issued by the Securities and Exchange Commission.

14. NOTICE. Any notice under this Agreement shall be given in writing
addressed and delivered or mailed postage prepaid to the other party to this
Agreement at its principal place of business.

15. SEVERABILITY. If any provision of this Agreement shall be held or
made invalid by a court decision, statute, rule or otherwise, the remainder of
this Agreement shall not be affected thereby.

16. GOVERNING LAW. To the extent that state law has not been preempted
by the provisions of any law of the United States heretofore or hereafter
enacted, as the same may be amended from time to time, this Agreement shall be
administered, construed and enforced according to the laws of the state of
Delaware.

IN WITNESS WHEREOF the parties have caused this instrument to be signed
on their behalf by their respective officers thereunto duly authorized, and
their respective seals to be hereunto affixed, all as of the date first written
above.

WT INVESTMENT TRUST I

By:
Name:
Title:

[INVESTMENT ADVISER]
By:
Name:
Title:

<PAGE>

A-8
SCHEDULE A
DATED OCTOBER _____, 1999
TO
ADVISORY AGREEMENT
DATED OCTOBER _____, 1999
BETWEEN
WT INVESTMENT TRUST I
AND
[INVESTMENT ADVISER]

______________ Series
_______________Series

<PAGE>
A-9

SCHEDULE B
DATED OCTOBER ___, 1999
TO
ADVISORY AGREEMENT
DATED OCTOBER ___, 1999
BETWEEN
WT INVESTMENT TRUST I
AND
[INVESTMENT ADVISER]

Fee Schedule

ANNUAL FEE AS A % OF
SERIES AVERAGE DAILY NET ASSETS
- ------ ------------------------

<PAGE>
A-10

BY SIGNING AND DATING THE BACK OF THIS BALLOT, YOU AUTHORIZE THE PROXIES TO VOTE
EACH PROPOSAL AS MARKED. IF NOT MARKED, THE PROXIES WILL VOTE "FOR" EACH
PROPOSAL, AND AS THEY SEE FIT ON ANY OTHER MATTER AS MAY PROPERLY COME BEFORE
THE MEETING. IF YOU DO NOT INTEND TO PERSONALLY ATTEND THE MEETING, PLEASE
COMPLETE AND MAIL THIS BALLOT AT ONCE IN THE ENCLOSED ENVELOPE.

WT MUTUAL FUND
PROXY FOR SPECIAL MEETING OF SHAREHOLDERS OF

WT MONEY MARKET PORTFOLIO

OCTOBER 22, 1999

The undersigned hereby constitutes and appoints Gary M. Gardner and
Mary Jane Maloney or any one of them true and lawful attorneys, with power of
substitution, as proxies to appear and vote all of the shares of beneficial
interest standing in the name of the undersigned on the record date at the
special meeting of shareholders of WT Mutual Fund to be held at the offices of
PFPC Inc., 400 Bellevue Parkway, Wilmington, DE 19809 at 10:00 a.m. local time,
or at any postponement or adjournment thereof; and the undersigned hereby
instructs said proxies to vote as indicated on this proxy ballot.

THE SHARES REPRESENTED BY THIS PROXY WILL BE VOTED AS SPECIFIED IN THE
FOLLOWING ITEMS. IF NO CHOICE IS SPECIFIED, THEY WILL BE VOTED TO APPROVE EACH
PROPOSAL AND TO ELECT EACH NOMINEE TO THE FUND'S BOARD. PLEASE REFER TO THE
PROXY STATEMENT DISCUSSION OF THESE MATTERS. THIS PROXY IS SOLICITED ON BEHALF
OF THE FUND'S BOARD OF TRUSTEES.

1. To Approve an Investment Advisory Agreement with Rodney Square
Management Corporation

FOR [ ] AGAINST [ ] ABSTAIN [ ]

2. (a) To elect Eric Brucker to the Fund's Board of Trustees
FOR [ ] AGAINST [ ] ABSTAIN [ ]

(b) To elect John J. Quindlen to the Fund's Board of
Trustees
FOR [ ] AGAINST [ ] ABSTAIN [ ]

(d) To elect Clement C. Moore, II to the Fund's Board of
Trustees
FOR [ ] AGAINST [ ] ABSTAIN [ ]

(e) To elect William P. Richards to the Fund's Board of
Trustees
FOR [ ] AGAINST [ ] ABSTAIN [ ]

<PAGE>
A-11

3. To approve changes to the Portfolio's fundamental investment
limitations
FOR [ ] AGAINST [ ] ABSTAIN [ ]

4. To ratify the selection of Ernst & Young LLP as independent
auditors for the fiscal year ending June 30, 2000; and
FOR [ ] AGAINST [ ] ABSTAIN [ ]

To transact such other business as may properly come before
the Meeting.

SIGNATURE SIGNATURE (JOINT OWNER) DATE

PLEASE DATE AND SIGN NAME OR NAMES TO AUTHORIZE THE VOTING OF YOUR SHARES AS
INDICATED ABOVE. WHERE SHARES ARE REGISTERED WITH JOINT OWNERS, ALL JOINT OWNERS
SHOULD SIGN. PERSONS SIGNING AS AN EXECUTOR, TRUSTEE, ADMINISTRATOR, OR OTHER
REPRESENTATIVE SHOULD GIVE FULL TITLE AS SUCH.

<PAGE>
A-12

WT MUTUAL FUND
PROXY FOR SPECIAL MEETING OF SHAREHOLDERS OF

WT SHORT/INTERMEDIATE BOND PORTFOLIO

OCTOBER 22, 1999

1. To Approve A New Investment Advisory Agreement with Wilmington
Trust Company
FOR [ ] AGAINST [ ] ABSTAIN [ ]

2. (a) To elect Eric Brucker to the Fund's Board of Trustees
FOR [ ] AGAINST [ ] ABSTAIN [ ]

(b) To elect John J. Quindlen to the Fund's Board of
Trustees
FOR [ ] AGAINST [ ] ABSTAIN [ ]

(d) To elect Clement C. Moore, II to the Fund's Board of
Trustees
FOR [ ] AGAINST [ ] ABSTAIN [ ]

(e) To elect William P. Richards to the Fund's Board of
Trustees
FOR [ ] AGAINST [ ] ABSTAIN [ ]

3. To approve changes to the Portfolio's fundamental investment
limitations

<PAGE>
A-13
FOR [ ] AGAINST [ ] ABSTAIN [ ]
4. To ratify the selection of Ernst & Young LLP as independent
auditors for the fiscal year ending June 30, 2000; and
FOR [ ] AGAINST [ ] ABSTAIN [ ]

To transact such other business as may properly come before
the Meeting.

SIGNATURE SIGNATURE (JOINT OWNER) DATE

<PAGE>
A-14

WT MUTUAL FUND
PROXY FOR SPECIAL MEETING OF SHAREHOLDERS OF

WT BROAD MARKET EQUITY PORTFOLIO

OCTOBER 22, 1999

THE SHARES REPRESENTED BY THIS PROXY WILL BE VOTED AS SPECIFIED IN THE
FOLLOWING ITEMS. IF NO CHOICE IS SPECIFIED, THEY WILL BE VOTED TO APPROVE EACH
PROPOSAL AND EACH NOMINEE TO THE FUND'S BOARD. PLEASE REFER TO THE PROXY
STATEMENT DISCUSSION OF THESE MATTERS. THIS PROXY IS SOLICITED ON BEHALF OF THE
FUND'S BOARD OF TRUSTEES.

1. To Approve A New Investment Advisory Agreement with Wilmington
Trust Company
FOR [ ] AGAINST [ ] ABSTAIN [ ]

2. (a) To elect Eric Brucker to the Fund's Board of Trustees
FOR [ ] AGAINST [ ] ABSTAIN [ ]

(b) To elect John J. Quindlen to the Fund's Board of
Trustees
FOR [ ] AGAINST [ ] ABSTAIN [ ]

(d) To elect Clement C. Moore, II to the Fund's Board of
Trustees
FOR [ ] AGAINST [ ] ABSTAIN [ ]

(e) To elect William P. Richards to the Fund's Board of
Trustees
FOR [ ] AGAINST [ ] ABSTAIN [ ]

3. To approve changes to the Portfolio's fundamental investment
limitations

<PAGE>
A-15
FOR [ ] AGAINST [ ] ABSTAIN [ ]
4. To ratify the selection of Ernst & Young LLP as independent
auditors for the fiscal year ending June 30, 2000; and
FOR [ ] AGAINST [ ] ABSTAIN [ ]

To transact such other business as may properly come before
the Meeting.

SIGNATURE SIGNATURE (JOINT OWNER) DATE