WT MUTUAL FUND
C/O PFPC, INC.
P.O. BOX 8812
WILMINGTON, DELAWARE 19899
NOTICE OF A SPECIAL MEETING OF SHAREHOLDERS OF
WT MONEY MARKET PORTFOLIO
WT SHORT/INTERMEDIATE BOND PORTFOLIO
WT BROAD MARKET EQUITY PORTFOLIO
June 3, 1999
To Shareholders:
A Special Meeting of Shareholders (the "Meeting") of WT Money Market
Portfolio, WT Short/Intermediate Bond Portfolio, and WT Broad Market Equity
Portfolio, each a series of WT Mutual Fund (the "Fund"), will be held at the
offices of PFPC Inc., 400 Bellevue Parkway, Wilmington, DE 19809 at 10:00 a.m.
(local time) on June 28, 1999 for the following purposes:
1. To ratify the selection of Ernst & Young LLP as the Fund's independent
accountants for the fiscal year ending June 30, 1999; and
2. To transact such other business as may properly come before the
Meeting, or any adjournment thereof.
Shareholders of record at the close of business on May 14, 1999 are
entitled to vote at the Meeting or any adjournment thereof.
By Order of the Board of Trustees
GARY M. GARDNER
Secretary
June 4, 1999
Wilmington, Delaware
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IMPORTANT
WHETHER OR NOT YOU PLAN TO ATTEND THE MEETING, PLEASE MARK YOUR VOTING
INSTRUCTIONS ON THE ENCLOSED PROXY 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 PROMPTLY.
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WT MUTUAL FUND
PROXY STATEMENT - SPECIAL MEETING OF SHAREHOLDERS OF
WT MONEY MARKET PORTFOLIO
WT SHORT/INTERMEDIATE BOND PORTFOLIO
WT BROAD MARKET EQUITY PORTFOLIO
June 28, 1999
The enclosed proxy is solicited by the Board of Trustees of WT Mutual
Fund (the "Fund") in connection with a Special Meeting of Shareholders (the
"Meeting") of WT Money Market Portfolio, WT Short/Intermediate Bond Portfolio,
and WT Broad Market Equity Portfolio (collectively, the "Portfolios") and any
adjournment thereof. The Meeting will be held at the offices of PFPC Inc., 400
Bellevue Parkway, Wilmington, DE 19809 at 10:00 a.m. (local time) on June 28,
1999. Proxies will be voted in accordance with the instructions contained
thereon. If no instructions are given, proxies that are signed and returned will
be voted in favor of the proposals. A shareholder may revoke his or her proxy at
any time before it is exercised by delivering a written notice to the Fund
expressly revoking such proxy, by executing and forwarding to the Fund a
subsequently dated proxy, or by voting in person at the Meeting. This proxy
statement and the accompanying form of proxy are being first sent to
shareholders on approximately June 4, 1999. In the event a quorum is not present
in person or by proxy at the Meeting or, if there are insufficient votes to
approve a particular proposal, the persons named as proxies will consider the
best interests of the shareholders in deciding whether the Meeting should be
adjourned.
As of the close of business on May 14, 1999, the record date fixed by
the Board of Trustees for the determination of shareholders of the Portfolios
entitled to notice of and to vote at the Meeting (the "Record Date"),
321,708,470.63 shares of the WT Money Market Portfolio, 6,544,836.85 shares of
the WT Short/Intermediate Bond Portfolio and 6,147,652.25 shares of the WT Broad
Market Equity Portfolio were outstanding.
Shareholders of all three Portfolios will vote together with respect to
the ratification of the selection of the Fund's independent accountants
(Proposal 1). 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 accountants. Each share is entitled to
one vote.
Under Delaware law, abstentions and broker non-votes will be included
for purposes of determining whether a quorum is present at the Meeting, but will
be treated as votes not cast and, therefore, would not be counted for purposes
of determining whether the proposals have been approved.
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The cost of solicitation, including preparing and mailing the proxy
materials, will be borne by the Fund. In addition to solicitations through the
mails, the employees of Wilmington Trust Company may solicit proxies by
telephone and personal interviews. It is not anticipated that any of the
foregoing persons will be specially engaged for that purpose.
PRINCIPAL SHAREHOLDERS
The following shareholders beneficially owned more than 5% of a
Portfolio's outstanding shares as of the Record Date:
NUMBER OF SHARES PERCENTAGE
NAME & ADDRESS BENEFICIALLY OWNED OF PORTFOLIO
- -------------------------------------------------------- ------------
WT MONEY MARKET PORTFOLIO:
Wasatch Constructors, Joint Venture 59,645,077.21 18.540
1000 Kiewit Plaza
Omaha, NE 68131
Kiewit-Granite, Joint Venture 19,936,413.01 6.197
1000 Kiewit Plaza
Omaha, NE 68131
Kiewit Construction Company 30,425,506.66 9.457
1000 Kiewit Plaza
Omaha, NE 68131
Global Surety & Insurance Company 27,926,282.76 8.681
1000 Kiewit Plaza
Omaha, NE 68131
Kiewit Coal Properties Inc. 32,080,353.55 9.972
1000 Kiewit Plaza
Omaha, NE 68131
Gilbert/Black & Veatch Texas LP 33,444,185.20 10.396
1000 Kiewit Plaza
Omaha, NE 68131
TOTAL PERCENTAGE OF PORTFOLIO 63.24
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NUMBER OF SHARES PERCENTAGE
NAME & ADDRESS BENEFICIALLY OWNED OF PORTFOLIO
- -------------------------------------------------------- ------------
WT SHORT/INTERMEDIATE BOND PORTFOLIO:
Northern Trust Company, Trustee 2,205,549.45 33.699
for Continental Kiewit Inc. Pension Plan
P.O. Box 92956
Chicago, IL 60675-2956
Decker Coal Reclamation Fund 2,520,218.35 38.507
1000 Kiewit Plaza
Omaha, NE 68131
Wilmington Trust Company at Trustee 469,562.89 7.175
for Black Butte Coal Company Pension Plan
1100 N. Market Street
Wilmington, DE 19890
Wilmington Trust Company as Trustee 448,459.10 6.852
for Kiewit Construction Corp.
Retirement Savings Plan
1100 N. Market Street
Wilmington, DE 19890
Wilmington Trust Company as Trustee 465,566.08 7.113
for Decker Coal Company Pension Plan
1100 N. Market Street
Wilmington, DE 19890
TOTAL PERCENTAGE OF PORTFOLIO 93.35
WT BROAD MARKET EQUITY PORTFOLIO:
Northern Trust Company, Trustee 1,768,899.70 28.774
for Continental Kiewit Inc.
Pension Plan
P.O. Box 92956
Chicago, IL 60675-2956
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NUMBER OF SHARES PERCENTAGE
NAME & ADDRESS BENEFICIALLY OWNED OF PORTFOLIO
- -------------------------------------------------------- ------------
Wilmington Trust Company, Trustee 2,139,902.90 34.808
for Kiewit Construction Corp.
Retirement Savings Plan
1100 N. Market Street
Wilmington, DE 19890
Decker Coal Reclamation 1,378,365.09 22.421
1000 Kiewit Plaza
Omaha, NE 68131
Wilmington Trust Company, Trustee 382,315.54 6.219
for Decker Coal Company
Pension Plan
1100 N. Market Street
Wilmington, DE 19890
TOTAL PERCENTAGE OF PORTFOLIO 92.23
As of the Record Date, the Trustees and officers of the Fund, as a
group, beneficially owned less than 1% of the Fund's outstanding shares.
<PAGE>
PROPOSAL NO. 1
RATIFICATION OF THE SELECTION OF THE FUND'S INDEPENDENT ACCOUNTANTS
At a meeting held on April 8, 1999, the Fund's Board of
Trustees selected Ernst & Young LLP as independent accountants of the Fund for
the fiscal year ending June 30, 1999. Ernst & Young, located at Suite 4000, 2001
Market Street, Philadelphia, PA 19103, has informed the Fund that neither it,
nor any of its members, has any other relationship with the Fund or WT
Investment Trust (the "Trust"), and that none of them has any direct or indirect
financial interest in the Fund or the Trust. A representative of Ernst & Young
will be available by telephone at the Meeting.
The services to be performed by the Fund's independent
accountants include: (i) examination of the annual financial statements of the
Fund; (ii) all services rendered in order to permit the accountants to render a
formal opinion on the Fund's financial statements and (iii) provision of
assistance and consultation with respect to the Fund's regulatory and tax
filings. PricewaterhouseCoopers LLP has served as the Fund's independent
accountants since the Fund's inception and most recently audited the Fund's
financial statements for the fiscal year ended June 30, 1998.
On April 8, 1999, the Audit Committee of the Board of
Trustees met in a closed session to consider replacing PricewaterhouseCoopers
with Ernst & Young as the Fund's accountants for the fiscal year ending June 30,
1999. There is no dispute or disagreement between the Fund and
PricewaterhouseCoopers, and this action was proposed solely because the Fund's
investment adviser, Wilmington Trust Company, desires to employ the same service
providers for all three fund groups managed by Wilmington Trust and its
affiliates. Ernst & Young currently serves as the independent accountants for
the Rodney Square group of funds and the CRM group of funds. Representatives of
Wilmington Trust stated that employing the same accounting firm for all three
fund groups would lower the funds' costs and facilitate the proposed future
consolidations of the fund groups.
The Audit Committee members met with a representative of Ernst
& Young. He assured the Audit Committee that Ernst & Young would charge the Fund
lower fees than the Fund was currently paying for audit services, regardless of
whether the proposed fund consolidations occurred. The representative explained
that it would be more efficient and less expensive for Ernst & Young to audit
all of the Wilmington Trust-affiliated mutual funds' financial statements, and
these cost savings would be passed to the Fund through lower accounting fees.
The Audit Committee members were informed of Ernst & Young's skill and expertise
in investment company accounting and taxation, as reflected in its national
practice in this field. The Audit Committee members voted unanimously to
recommend to the Board of Trustees that Ernst & Young be selected to replace
PricewaterhouseCoopers as the Fund's accountants. Based upon such
recommendation, the Fund's Board of Trustees approved the
<PAGE>
replacement of PricewaterhouseCoopers with Ernst & Young as the Fund's
accountants for the fiscal year ending June 30, 1999.
PricewaterhouseCoopers' reports on the Fund's financial
statements for the past two fiscal years did not contain an adverse opinion, a
disclaimer of opinion, qualification or modification as to uncertainty, audit
scope or accounting principles. During the past two fiscal years, there were no
disagreements with PricewaterhouseCoopers on any matter of accounting principles
or practices, financial statement disclosure or auditing scope of procedure. A
representative of PricewaterhouseCoopers is not expected to be present at the
Meeting.
Also on April 8, 1999, the Board of Trustees of WT Investment
Trust I, the master fund in which each Portfolio invests its assets pursuant to
the Fund's master/feeder arrangement, selected Ernst & Young as independent
accountants for the Trust. The Portfolios, as shareholders of the master series
of the Trust, will consider ratification of the selection of Ernst & Young as
the Trust's independent accountants. In accordance with 1940 Act requirements
applicable to master/feeder fund structures, each Portfolio's voting rights with
respect to the master series shares it owns must be passed through to the
Portfolio's own shareholders. Consequently, your vote for or against Proposal 1
also will be deemed a vote for or against ratification of the selection of Ernst
and Young as the Trust's independent accountants.
If Proposal No. 1 is not approved by shareholders, the Board
of Trustees and the Audit Committee will meet again to consider other accounting
firms, including PricewaterhouseCoopers, as independent accountants for the
Fund.
THE BOARD OF TRUSTEES RECOMMENDS APPROVAL
OF PROPOSAL NO. 1 TO RATIFY THE SELECTION OF ERNST &
YOUNG LLP AS THE FUND'S INDEPENDENT ACCOUNTANTS.
PROPOSAL NO. 2
OTHER BUSINESS
Management knows of no matters to be brought before the
Meeting other than those mentioned in this Proxy Statement. If other matters do
come before the Meeting, it is intended that the shares represented by proxies
will be voted in accordance with the judgment of the person or persons
exercising the authority conferred by the proxies.
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OTHER MATTERS
Wilmington Trust Company, with principal offices at 1100 North
Market Street, Wilmington, Delaware 19890, serves as investment adviser of each
Portfolio. PFPC Inc. serves as the administrator, accounting services, dividend
disbursing and transfer agent for each Portfolio 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 Report and Semi Annual Report of the
Fund and WT Investment Trust I are available at no cost to shareholders upon
request by writing to PFPC Inc. at 400 Bellevue Parkway, Wilmington, DE 19809 or
by calling 1-800-254-3948.
SHAREHOLDER PROPOSALS
Any shareholder who desires to submit a shareholder proposal
may do so by submitting such proposal in writing, addressed to the Fund, c/o
PFPC Inc., 400 Bellevue Parkway, Wilmington, DE 19809. Ordinarily, the Fund does
not hold annual shareholder meetings.
By Order of the Board of Trustees
ROBERT J. CHRISTIAN
President
June 4, 1999
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BY SIGNING AND DATING THE BACK OF THIS BALLOT, YOU AUTHORIZE THE PROXY TO VOTE
THE PROPOSAL AS MARKED. IF NOT MARKED, THE PROXY WILL VOTE "FOR" THE PROPOSAL,
AND AS HE/SHE SEES 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 - JUNE 28, 1999
The undersigned hereby constitutes and appoints Gary M. Gardner or Mary
Jane Maloney, with power of substitution, as proxy 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 office of PFPC Inc., 400 Bellevue Parkway, Wilmington, DE 19089 at 10:00
a.m. local time, or at any postponement or adjournment thereof; and the
undersigned hereby instructs said proxy to vote as indicated on this proxy
ballot.
THE SHARES REPRESENTED BY THIS PROXY WILL BE VOTED AS SPECIFIED IN THE
FOLLOWING ITEM. IF NO CHOICE IS SPECIFIED, THEY WILL BE VOTED TO APPROVE THE
PROPOSAL. PLEASE REFER TO THE PROXY STATEMENT DISCUSSION OF THE PROPOSAL. THIS
PROXY IS SOLICITED ON BEHALF OF THE FUND'S BOARD OF TRUSTEES.
1. To ratify the selection of Ernst & Young LLP as the Fund's
independent accountants for the fiscal year ending June 30, 1999; and
FOR __ AGAINST __ ABSTAIN __
2. To transact such other business as may properly come before the
special meeting.
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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.
