SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the
Securities and Exchange Act of 1934
(Amendment No. )
Filed by the Registrant ☐ ☒
Filed by a Party other than the Registrant ☐
Check the appropriate box:
☐ | Preliminary Proxy Statement |
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Confidential, for Use of the Commission Only (as permitted by Rule14a-6(e)(2)) | ||
☒ | Definitive Proxy Statement | |
☐ | Definitive Additional Materials | |
☐ | Soliciting Material Pursuant to Sec. |
Wilmington Funds
(Name of Registrant as Specified In Its Charter)
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
☒ | No fee required. | |||
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Fee paid previously with preliminary | ||||
☐ | Fee computed on table in exhibit required by Item 25(b) per Exchange Act | |||
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Wilmington Funds
WilmingtonLarge-Cap Strategy Strategy Fund
Wilmington International Fund
Wilmington Enhanced Dividend Income Strategy Fund
Wilmington Global Alpha Equities Fund
Wilmington Real Asset Fund
Wilmington Diversified Income Fund
Wilmington Intermediate-Term Bond Fund
Wilmington Broad Market Bond Fund
Wilmington Short-Term Bond Fund
Wilmington Municipal Bond Fund
Wilmington New York Municipal Bond Fund
Wilmington U.S. Government Money Market Fund
Wilmington U.S. Treasury Money Market Fund
(Each a “Fund,” and collectively, the “Funds”)
1100 North Market Street
9th Floor
Wilmington, DE 19890
1-800-836-2211
September 20, 2018January 3, 2024
Dear Shareholder:
I am writing to let you know that a special meeting of shareholders of the Funds of the Wilmington Funds (the “Trust”) will be held at 3:2:00 p.m.pm Eastern timeTime on November 9, 2018,February 15, 2024, at the Trust’s principal executive offices of Wilmington Funds Management Corporation, the investment advisor to the Trust, at 1100 North Market Street, 9th Floor, Wilmington, DE 19890. The purpose of the meeting is set forth in the formal Notice of Special Meeting of Shareholders following this letter. Included with this letter are the notice, a proxy statement and a proxy card.
Your vote is very important to us. To cast your vote, simply complete the proxy card enclosed in this package. Be sure to sign the card before mailing it in the postage-paid envelope. You may also vote your shares by touch-tone telephone. Simply call the toll-free number on your proxy card, enter the control number found on the card, and follow the recorded instructions. You may also vote your shares via the internet. Simply go to the website indicated on your proxy card, enter the 12 digit12-digit control number found on the front of your proxy card, and follow the instructions to cast your vote. If we do not hear from you after a reasonable amount of time, you may receive a call from our proxy solicitor, Broadridge Financial Solutions, Inc., reminding you to vote.
If you have any questions before you vote, please call Wilmington Funds Shareholder Services toll-free at1-800-836-2211. Thank you for your participation in this important initiative.
Very truly yours,
Dominick J. D’EramoEric W. Taylor
President, Wilmington Funds
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Wilmington Funds
WilmingtonLarge-Cap Strategy Strategy Fund
Wilmington International Fund
Wilmington Enhanced Dividend Income Strategy Fund
Wilmington Global Alpha Equities Fund
Wilmington Real Asset Fund
Wilmington Diversified Income Fund
Wilmington Intermediate-Term Bond Fund
Wilmington Broad Market Bond Fund
Wilmington Short-Term Bond Fund
Wilmington Municipal Bond Fund
Wilmington New York Municipal Bond Fund
Wilmington U.S. Government Money Market Fund
Wilmington U.S. Treasury Money Market Fund
(Each a “Fund,” and collectively, the “Funds”)
1100 North Market Street
9th Floor
Wilmington, DE 19890
1-800-836-2211
NOTICE OF SPECIAL MEETING OF
SHAREHOLDERS TO BE HELD ON
NOVEMBER 9, 2018February 15, 2024
To Our Shareholders:
Notice is hereby given that a special meeting of the shareholders of the Funds of the Wilmington Funds (the “Trust”) will be held at 3:2:00 p.m.pm Eastern Time on November 9, 2018,February 15, 2024, at the Trust’s principal executive offices of Wilmington Funds Management Corporation, the investment advisor to the Trust, at 1100 North Market Street, 9th Floor, Wilmington, DE 19890.19890 (the “Meeting”). The purpose of the Meeting is to vote on the following proposal:
1. To elect Nicholas A. Giordano, Robert H. Arnold, Gregory P. Chandler, Richard B. Seidel, and Donald E. Foley, (the “Current Trustees”)and Valerie J. Sill as Independent Trustees of the Trust;Trust, and to elect Dominick J. D’Eramo (the “New Trustee”)Eric W. Taylor as an Interested Trustee of the Trust.Trust (together, the “Current Trustees”).
It is not anticipated that any matters other than that listed above will be brought before the Meeting. If, however, any other business is properly brought before the Meeting, proxies will be voted in accordance with the judgment of the persons designated as proxies or otherwise as described in the attached Proxy Statement. Shareholders of record of each Fund at the close of business on September 7, 2018December 13, 2023 are entitled to notice of, and to vote at, any such Meeting and adjournments thereof.
You are cordially invited to attend the Meeting. Shareholders are requested and encouraged to complete, date and sign the enclosed proxy card and return it promptly in the postage-paid envelope provided for that purpose. Alternatively, to vote via telephone or internet, please refer to the enclosed proxy card. If you intend to attend the Meeting in person, you may register your presence with the registrar and vote your shares in person, even if you have previously voted your shares by proxy. If you properly execute and return the enclosed proxy card in time to be voted at the Meeting, your shares represented by the proxy will be voted at the Meeting in accordance with your instructions. Unless revoked, proxies that have been executed and returned by shareholders without instructions will be voted in favor of the proposal.
iproposals.
The enclosed proxy is being solicited on behalf of the Board of Trustees of the Trust (“Board”(the “Board” or the “Trustees”), on behalf of each Fund.
The Board recommends that the shareholders of the Funds vote FOR the proposal.
By order of the Board of Trustees,
Lisa R. Grosswirth
Secretary, Wilmington Funds
September 20, 2018
iiJanuary 3, 2024
Wilmington Funds
WilmingtonLarge-Cap Strategy Strategy Fund
Wilmington International Fund
Wilmington Enhanced Dividend Income Strategy Fund
Wilmington Global Alpha Equities Fund
Wilmington Real Asset Fund
Wilmington Diversified Income Fund
Wilmington Intermediate-Term Bond Fund
Wilmington Broad Market Bond Fund
Wilmington Short-Term Bond Fund
Wilmington Municipal Bond Fund
Wilmington New York Municipal Bond Fund
Wilmington U.S. Government Money Market Fund
Wilmington U.S. Treasury Money Market Fund
(Each a “Fund,” and collectively, the “Funds”)
1100 North Market Street
9th Floor
Wilmington, DE 19890
1-800-836-2211
PROXY STATEMENT
DATED
SEPTEMBER 20, 2018JANUARY 3, 2024
SPECIAL MEETING OF
SHAREHOLDERS TO BE HELD
ON
NOVEMBER 9, 2018FEBRUARY 15, 2024
This Proxy Statement is being furnished in connection with the solicitation of proxies by the Board of Trustees (the “Board” or “Trustees”) of the Wilmington Funds (the “Trust”), on behalf of the Funds, for use at a special meeting of shareholders to be held at the Trust’s principal executive offices of Wilmington Funds Management Corporation, (the “Advisor”) the investment advisor to the Trust, at 1100 North Market Street, 9th Floor, Wilmington, DE 19890, on November 9, 2018,February 15, 2024 at 3:2:00 p.m.pm Eastern Time, or at such later time made necessary by any and all adjournments or postponements thereof (the “Meeting”). This Proxy Statement, the Notice of Special Meeting and the proxy card are being mailed to shareholders of the Funds on or about September 30, 2018.January 10, 2024.
Each Fund provides periodic reports to its shareholders, which highlight relevant information about the Funds, including investment results and a review of portfolio investments. You may receive aan additional copy of the Fund’s audited financial statements andmost recent annual report for its last completed fiscal year,of a Fund and any subsequentthe most recent semi-annual report to shareholders, free ofsucceeding the annual report upon request without charge, by calling1-800-836-2211, by downloading it from the Trust’s website at www.wilmingtonfunds.com or by writing to Wilmington Funds, c/o BNY Mellon, P.O. Box 9828, Providence, RI 02940.1100 North Market Street, 9th Floor, Wilmington, DE 19890.
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INTRODUCTION
ELECTION AND SUMMARY OF TRUSTEESTHE PROPOSAL
At the Meeting, each shareholder of the Trust will be asked to elect the following Trustees to hold office during the continued lifetime of the Trust until he or she dies, resigns, retires, is declared bankrupt or incompetent by a court of appropriate jurisdiction, or is removed, or, if sooner than any of such events, until the next meeting of Shareholdersshareholders called for the purpose of electing Trustees and until his or her successor is duly elected and qualified (the “Proposal”): Nicholas A. Giordano, Robert H. Arnold,qualified: Gregory P. Chandler, Richard B. Seidel, and Donald E. Foley, Valerie J. Sill, and Eric W. Taylor (the “Current Trustees”); and Dominick J. D’Eramo (the “New Trustee”).
At the meeting of the Board held on September 6, 2018, the Board appointed the New Trustee to serve as Trustee effective immediately, subject to his election by the shareholders of the Trust. The Board also confirmed the appointment ofhas determined to request that shareholders elect the Current Trustees subject to their electionbecause Ms. Sill and Mr. Taylor have been serving as Trustees since 2020 and 2022, respectively, but have not previously been elected by the shareholders of the Trust. With the exception of Messrs.shareholders. Mr. Chandler and Mr. Foley all of the Current Trustees have previously been elected by the shareholders of the Trust. The New Trustee has not previously been elected by the shareholders of the Trust.
Two current members of the Board, John S. Cramer and Daniel R. Gernatt, are expected to resign their positions on the Board as of the date of the Meeting and are expected to serve as consultants to the Board.
SUMMARY OF PROPOSAL AND FUNDS AFFECTED1
The shareholders of alleach of the Funds comprising separate series of the Trust will be entitled to vote at the Meeting on the proposal being presented for shareholder consideration. Pursuant to the Declaration of Trust of the Wilmington Funds (the “Declaration of Trust”), the shareholders of all of the Fundseach Fund will vote together on the Proposal rather than on afund-by-fund basis.proposal.
If shareholders of the Funds do not approve the Proposal, the Board will consider other alternatives. In addition, although the Trustees do not anticipate any other items of business being brought before the Meeting, the accompanying proxy gives discretionary authority to the persons named on the proxy with respect to any other matters that might properly be brought before the Meeting. Those persons intend to vote all proxies in accordance with their best judgment and in the interest of the Trust and each Fund.
THE PROPOSAL
At a meeting of the Board held on September 6, 2018, the Board confirmed the appointment of the Current Trustees, subject to their election by the shareholders of the Trust. The Board also appointed the New Trustee to serve as Trustee, subject to the election of the New Trustee by the shareholders of the Trust. Information about the Current Trustees is presented immediately below. Information about the New Trustee is presented beginning on page 10.
A.PROPOSAL: ELECTION OF CURRENT TRUSTEES
At the Meeting, shareholders of the Trust will be asked to elect the following Current Trustees: Nicholas A. Giordano, Robert H. Arnold, Gregory P. Chandler, Richard B. Seidel, and Donald E. Foley, Valerie J. Sill, and Eric W. Taylor, each to hold office during the continued lifetime of the Trust until he or she dies, resigns, retires, is declared bankrupt or incompetent by a court of appropriate jurisdiction, or is removed, or, if sooner than any of such events, until the next meeting of Shareholdersshareholders called for the purpose of electing Trustees and until their successors are duly elected and qualified.
At the meeting of the Board of Trustees on September 6, 2018,December 7-8, 2023, the Board, at the recommendation of the Trust’s Nominating and Governance Committee, appointed Messrs. Giordano, Arnold, Chandler, Seidel, and Foleynominated each Current Trustee for election to serve as Trustees, subject to their electionthe Board by the shareholders of the Trust. Information about each Current Trustee nominee is presented immediately below. The persons named in the accompanying form of proxy intend to vote at the Meeting (unless directed not to vote) FOR the election of Messrs. Giordano, Arnold, Chandler, Seidel,Foley, and Foley.Taylor and Ms. Sill. Messrs. Giordano, Arnold, Chandler,
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Seidel, Foley, and FoleyTaylor and Ms. Sill have indicated that they will continue to serve on the Board, and the Board has no reason to believe that Messrs. Giordano, Arnold, Chandler, Seidel,Foley, and FoleyTaylor and Ms. Sill will become unavailable to continue to serve as Trustees. If the nominees are unavailable to serve for any reason, the persons named as proxies will vote for such other nominees nominated by the Independent Trustees.
Certain information regarding the currentCurrent Trustees as well as the executive officers of the Trust is set forth below. Each Trustee listed below, with the exception of Mr. Taylor, is not an “interested person” of the Trust, an investment adviser of a series of the Trust, noror the Underwriterunderwriter of the Trust within the meaning of the Investment Company Act of 1940, as amended (the “1940 Act”), and is referred to as an “Independent Trustee.” Mr. Taylor is an “interested person” of the Trust and the investment adviser within the meaning of the 1940 Act and is referred to as an “Independent Trustee”.“Interested Trustee.” Unless otherwise indicated, the address of each Trustee and Officer of the Trust as it relates to the Trust’s business is 1100 North Market Street, 9th9th Floor, Wilmington, DelawareDE 19890.
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CURRENT INTERESTED TRUSTEE
Name and | Position(s) | Term of | Principal | Number of | Other | |||||
Eric W. Taylor Birth Date: 12/1981 | Trustee President of the Trust | Interested Trustee since 2022. President since 2022. | Executive Vice President, Head of Investment Implementation and Investment Advisor Services, Manufacturers and Traders Trust Co. (2018 to Present). | 10 | None |
Mr. Taylor is an “Interested Trustee” due to his current affiliation with Wilmington Trust, N.A., a subsidiary of M&T Bank Corporation and parent company of Wilmington Funds Management Corporation and Wilmington Trust Investment Advisors, Inc., investment advisers to the Funds (together, the “Adviser”).
CURRENT INDEPENDENT TRUSTEES
Name and
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Gregory P. Chandler Birth Date: 12/ | Trustee |
Independent Trustee since | Chief Financial Officer, Herspiegel Consulting LLC (pharmaceutical consulting) (2020 to present); President, GCVC Consulting (financial and corporate governance advisory) (2008 to present); Chief Financial Officer, Avocado Systems, Inc. (cybersecurity software) (March 2020 to November 2020); Chief Financial Officer, Emtec, Inc. (information technology services) | Trustee, RBB Fund Series Trust |
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Donald E. Foley Birth Date: 8/ | Chair Trustee |
Independent Trustee since Interested Trustee | Director, BioSig Technologies (2015 to present); | Director, M&T Bank Corporation (commercial bank) (2011 to 2012); Chairman and Director, Wilmington Trust Corporation (commercial and trust bank) (2007 to 2011) |
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Name and | Position(s) | Term of | Principal | Number of | Other | |||||
Valerie J. Sill Birth date: 5/1962 | Trustee | Independent Trustee since 2020. | President, Chief Executive Officer and Chief Investment Officer, DuPont Capital Management (asset management) (2004 to present). | 10 | Trustee, Longwood Gardens (2005 to present); Trustee, Christiana Care Health System (2012 to 2021); and Advisory Counsel, Federal Reserve Bank of Philadelphia’s Economic Advisory Council (2010 to 2013). |
1 Each Trustee shall hold office for the lifetime of the Trust until he or she dies, resigns, retires, is declared bankrupt or incompetent by a court of appropriate jurisdiction, or is removed, or, if sooner than any of such events, until the next meeting of shareholders called for the purpose of electing Trustees and until his or her successor is duly elected and qualified. The tenure of each Independent Trustee is subject to the Board’s retirement policy, which states that a trustee shall retire from the Board on December 31 of the calendar year during which he or she turns 75 years of age.
CURRENT EXECUTIVE OFFICERS
Name and Date of | Position(s) Held with | Term of Office and | Principal | |||
Birth Year: | Shall serve at the pleasure of the Board and until successor is elected and qualified. President since | Executive Vice President, |
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John C. McDonnell Birth Year: 1966 | Chief Operations Officer and Vice President | Shall serve at the pleasure of the Board and until successor is elected and qualified. Chief Operations Officer since June Vice President since June | Chief Operations Officer, Wilmington Funds; Senior Vice President, Wilmington Funds Management Corporation (“WFMC”) (2005 to present); Senior Vice President, Wilmington Trust Investment Advisors, Inc. (“WTIA”) (2012 to present) | |||
Birth Year: | Chief Compliance Officer and | Shall serve at the pleasure of the Board and until successor is elected and qualified. Chief Compliance Officer and AML Compliance Officer | Chief Compliance Officer and Anti-Money Laundering Officer, Wilmington
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John J. Kelley Birth Year: 1959 | Vice President | Shall serve at the pleasure of the Board and until successor is elected and qualified. Vice President since December 2016. | President, | ||||||
Birth Year: | Vice President and Assistant Secretary | Shall serve at the pleasure of the Board and until successor is elected and qualified. Vice President and Assistant Secretary since | Senior Vice President and | ||||||
Three Canal Plaza, Portland ME 04101 Birth Year: | Chief Executive Officer | Shall serve at the pleasure of the Board and until successor is elected and qualified. Chief Executive Officer since June 2022. | Managing Director, Fund Officers, ACA Group, previously Foreside Financial Group (2008 to present). |
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Lisa R. Grosswirth 240 Greenwich Street, 22nd Floor New York, NY 10286 Birth Year: 1963 | Secretary | Shall serve at the pleasure of the Board and until successor is elected and qualified. Secretary since September 2007. | Vice President, BNY Mellon Asset Servicing (2004 to present). | |||
Arthur W. Jasion Three Canal Plaza, Suite 100 Portland, ME 04101 Birth Year: 1965 | Chief Financial Officer and Treasurer | Shall serve at the pleasure of the Board and until successor is elected and qualified. Chief Financial Officer and Treasurer since | ||||
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BOARD LEADERSHIP STRUCTURE
The Board of Trustees is composed of sixfour Independent Trustees, and one interested trustee.including Nicholas A. Giordano who is retiring effective December 31, 2023, and one Interested Trustee. Donald E. Foley, Independent Trustee, serves as the Chairman of the Board and presides at meetings of the Board. Mr. GiordanoFoley regularly communicates with representatives of the AdvisorAdviser and the Trust. Mr. GiordanoFoley leads the deliberative meetings of the Independent Trustees that are held outside of the presence of management personnel. The Independent Trustees are advised at these meetings, as well as at other times, by separate, independent legal counsel. Mr. GiordanoFoley may perform such other functions as may be requested by the Board from time to time. The Board believes that having a super-majority of Independent Trustees, coupled with an Independent Chairman, is appropriate and in the best interests of the Trust, given its specific characteristics.
The Trustees have the authority to take all actions necessary in connection with the business affairs of the Trust, including, among other things, approving the investment goals, policies and procedures for the Funds. The Trust enters into agreements with various entities to manage theday-to-day operations of the Funds, including with the Advisor,Adviser, thesub-advisors,sub-advisers, the administrator, the transfer agent, the distributor and the custodian. The Trustees are responsible for selectingapproving these service providers, approving the terms of their contracts with the Funds, and exercising general oversight of these service providers on an ongoing basis.
The Board recommends that the shareholdersre-elect each of Nicholas A. Giordano, Robert H. Arnold, and Richard B. Seidel, as Trustees of the Trust, with such elections to be effective as of the closing of the Meeting. The Board also recommends that the shareholders elect Gregory P. Chandler, Donald E. Foley, and Dominick J. D’Eramo as Trustees of the Trust, with such election to be effective as of the closing of the Meeting. The Board believes that it is in the best interests of the Trust to elect the Current Trustees and the New Trustee. Mr. D’Eramo would be considered an interested Trustee due to, among other things, his prior and existing relationships with WFMC and WTIA and their affiliates.
At its meeting on September 6, 2018, after extensive discussion, the Nominating and Governance Committee of the Trust determined to recommend to the full Board the Current Trustees and New Trustee for election to the Board of the Trust. Acting on that recommendation, at its September 6, 2018 meeting, the Board approved those nominations and called a meeting of the shareholders to allow the shareholders of the Trust to vote on the election andre-election of each of the nominees. Information about each nominee is set forth below. If elected by the shareholders, each Board member would serve on the Board and would oversee all of the series of the Trust, including any series that are established in the future.
COMMITTEES OF THE BOARD
Board Committee | Committee Members | Committee Functions | Meetings Held During Last Fiscal Year | |||
Audit | Gregory P. Chandler,
Donald E. Foley Valerie J. Sill | The purposes of the Audit Committee are to oversee the accounting and financial reporting processes of the Funds, the Funds’ internal control over financial reporting and the quality and integrity of the independent audit of the Funds’ financial statements. The Audit Committee also oversees or assists the | Four |
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Board Committee | Committee Members | Committee Functions | Meetings Held During Last Fiscal Year | |||
Board with the oversight of compliance with legal requirements relating to those matters, approves the engagement and reviews the qualifications, independence and performance of the Funds’ independent registered public accountants, acts as a liaison between the independent registered public accountants and the Board and reviews the Funds’ internal audit function. |
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Nominating and Governance |
Gregory P. Chandler Donald E. Foley | The Nominating and Governance Committee, whose members are all Independent Trustees, selects and nominates persons for election to the Trust’s Board when vacancies occur. | Four |
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Board Committee | Committee Members | Committee Functions | Meetings Held During Last Fiscal Year | |||
attention necessary to fulfill Board responsibilities. In addition, the Nominating and Governance Committee provides a forum for the Independent Trustees to address important issues of corporate governance for the Trust, including Trustee compensation and the Board self-evaluation, and to make appropriate recommendations to the full Board regarding sound governance practices. The Board has adopted and approved a formal written charter for the Nominating and Governance Committee. A copy of the Nominating and Governance Committee Charter is included herein as Appendix A. |
EXPERIENCE OF TRUSTEES
Described below for each Current Trustee are specific experiences, qualifications, attributes or skills that support a conclusion that he should serve as a Trustee of the Trust as of the date of this proxy statement and in light of the Trust’s business and structure. The role of an effective Trustee inherently requires certain personal qualities, such as integrity, as well as the ability to comprehend, discuss and critically analyze materials and issues that are presented so that the Trustee may exercise judgment and reach conclusions in fulfilling his or her duties and fiduciary obligations. It is believed that the
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specific background of each Current Trustee evidences those abilities and is appropriate to his serving on the Trust’s Board of Trustees. Further information about each Current Trustee is set forth in the table above describing the business activities of and other directorships held by each Current Trustee during the past five years.
Mr. Foley has served as a Trustee of the Trust since December 2015 and as an Independent Trustee since August 2018. He has significant experience related to the business and financial services industries, having previously served as an Advisory Member of the Trust and Investment Committee of M&T Bank, Wilmington Trust, National Association, and Wilmington Trust Company. He currently serves on the Board of Directors of AXA Equitable and 1290 Mutual Funds. He previously served as a Director of M&T Bank Corporation and M&T Bank and was Chairman and Chief Executive officer of Wilmington Trust Corporation from 2007 through 2011.
Mr. Arnold has served as an Independent Trustee of the Trust since March 2012. He has significant experience related to the business and financial services industries, being the managing director of R.H. Arnold & Co., Inc., a financial management consulting firm. He has also served as a trustee to other mutual fund complexes.
Mr. Chandler has served as an Independent Trustee of the Trust since July 2017. He has significant experience related to the business and financial services industries and currently serves as a Trustee to the RBB Fund Series Trust and as a Director to FS Investment Corporation. Mr. Chandler is also Chief Financial Officer of Emtec, Inc. He presently serves as Chairman of the Audit Committee of the Trust.
Mr. Giordano has served as an Independent Trustee of the Trust since March 2012. He has significant experience related to the business and financial services industries, having been Chief Executive Officer of the Philadelphia Stock Exchange. He is currently a consultant to financial service organizations and serves as a trustee to other mutual fund complexes. He presently serves as Chairman of the Board of the Trust.
Mr. Seidel has over 15 years of experience serving as an Independent Trustee of the Trust. That position has provided him with knowledge of the operations and business of the Trust and the Funds. Mr. Seidel has significant experience related to the financial services industry, having been Chairman of Seidel & Associates, a financial consulting firm, since 2014 and Chairman of Girard Private Investment Group, a registered investment advisor, since 2014. He presently serves as Chairman of the Nominating and Governance Committee of the Trust.
BOARD OVERSIGHT OF TRUST RISK
The Board has not established a formal risk committee. However, much of the regular work of the Board and its standing Committees addresses aspects of risk oversight. At each regular Board meeting, the “Advisor” reports to the full Board on actual and potential risks to the Funds and the Trust as a whole. In addition, as part of its regular quarterly reports to the Board about various matters, the Advisor reports to the Board on the various elements of risk, including investment risk, credit risk, liquidity risk and operational risk, as well as overall business risks relating to the Fund. In addition, the Audit Committee considers risks related to financial reporting and controls.
The Board has appointed a Chief Compliance Officer (“CCO”) who reports directly to the Board’s Independent Trustees and provides presentations to the Board at its quarterly meetings and an annual report to the Board concerning compliance matters. The CCO oversees the development and implementation of compliance policies and procedures that are reasonably designed to prevent violations of the federal securities laws (“Compliance Policies”). The Board has approved the Compliance Policies, which seek to reduce risks relating to the possibility ofnon-compliance with the federal securities laws. The CCO also regularly discusses the relevant risk issues affecting the Trust during private meetings with the Independent Trustees, including concerning the Advisor, as applicable.
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SECURITY AND OTHER INTERESTS
The following table sets forth the dollar range of equity securities beneficially owned by each Trustee in each Fund and in all registered investment companies overseen by the Trustee within the Fund complex, as of September 11, 2018.
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As of the Record Date, the Fund’s Board and Officers as a group owned less than 1% of each Fund’s outstanding shares.
COMPENSATION
In addition to the fees below, the Trust reimburses the Independent Trustees for their related business expenses. The following table shows the fees paid to the Trustees during the fiscal year ended April 30, 2018.
TRUSTEE | AGGREGATE COMPENSATION FROM THE TRUST | PENSION OR RETIREMENT BENEFITS ACCRUED AS PART OF THE TRUST EXPENSES | ESTIMATED ANNUAL BENEFITS UPON RETIREMENT | TOTAL COMPENSATION FROM FUND COMPLEX PAID TO THE TRUSTEE | ||||||||||||
Donald E. Foley | $ | 80,750 | None | None | $ | 80,750 | ||||||||||
Nicholas A. Giordano | $ | 109,500 | None | None | $ | 109,500 | ||||||||||
Robert H. Arnold | $ | 84,500 | None | None | $ | 84,500 | ||||||||||
Gregory P. Chandler | $ | 70,250 | None | None | $ | 70,250 | ||||||||||
Richard B. Seidel | $ | 92,000 | None | None | $ | 92,000 |
The Trust does not maintain any pension or retirement plans for the officers or Trustees of the Trust.
SHAREHOLDER COMMUNICATIONS WITH TRUSTEES
Shareholders who wish to communicate in writing with the Board or any Trustee may do so by sending their written correspondence addressed to the Board or the Trustee to Wilmington Funds, Attn: Lisa R. Grosswirth, c/o BNY Mellon, P.O. Box 9828, Providence, RI 02940.
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REQUIRED VOTE
Approval of the Proposal requires a plurality of votes cast at a shareholders’ meeting at which quorum is present. According to the Trust’s Declaration of Trust, 33 1/3% of the shares present in person or represented by proxy and entitled to vote at a shareholders’ meeting shall constitute a quorum at such meeting for purposes of this vote.
As of September 7, 2018, the record date for the Special Meeting, more than 50% of the Trust’s outstanding shares are held in asset management, trust, custody or brokerage accounts with respect to which affiliates of the Advisor have voting discretion. Advisor expects shares held in such accounts will be voted in favor of the proposal.
The Board recommends that shareholders of the Funds vote FOR the election of the Current Trustees
B. ELECTION OF THE NEW TRUSTEE
At the Meeting, shareholders of the Trust will be asked to elect one new Trustee, Mr. Dominick J. D’Eramo, to hold office during the continued lifetime of the Trust until he dies, resigns, is declared bankrupt or incompetent by a court of appropriate jurisdiction, or is removed, or, if sooner than any of such events, until the next meeting of Shareholders called for the purpose of electing Trustees and until their successors are duly elected and qualified. At the meeting of the Board on September 6, 2018, the Board, at the recommendation of the Trust’s Nominating and Governance Committee, appointed Mr. D’Eramo to serve as Trustee subject to his election by the shareholders of the Trust. Mr. D’Eramo was appointed in order to fill a vacancy on the Board created by the resignation of Mr. Christopher D. Randall, such resignation to be effective upon the election and qualification of his successor. The persons named in the accompanying form of proxy intend to vote at the Meeting (unless directed not to vote) FOR the election of Mr. D’Eramo. Mr. D’Eramo has indicated that he consents to serve on the Board, and the Board has no reason to believe that Mr. D’Eramo will become unavailable to serve as a Trustee. If Mr. D’Eramo is unavailable for any reason, the persons named as proxies will vote for such other nominees nominated by the Independent Trustees.
Certain information regarding the nominee is set forth below. Information regarding the Current Trustees as well as the executive officers of the Trust is set forth above under “Election of Current Trustees.” Mr. D’Eramo is an “interested person” of the Trust and the investment adviser of the Trust within the meaning of the 1940 Act. If elected, Mr. D’Eramo will be an Interested Trustee of the Trust. The address of Mr. D’Eramo, as it related to the business of the Trust, is 1100 North Market Street, 9th Floor, Wilmington, DE 19890.
INTERESTED TRUSTEE NOMINEE
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Mr. D’Eramo is being nominated as an “Interested Trustee” by reason of his employment with WTIA and his position with WFMC, investment advisers to the Trust.
EXPERIENCE OF THE INTERESTED TRUSTEE NOMINEE
Described below for the New Trustee are specific experiences, qualifications, attributes or skills that support a conclusion that heshe should serve as a Trustee of the Trust as of the date of this proxy statement and in light of the Trust’s business and structure. The role of an effective Trustee inherently requires certain personal qualities, such as integrity, as well as the ability to comprehend, discuss and critically analyze materials and issues that are presented so that the Trustee may exercise judgment and reach conclusions in fulfilling his or her duties and fiduciary obligations. It is believed that the specific background of the Neweach Trustee evidences those abilities and is appropriate to his or her serving on the Trust’s Board of Trustees. Further information about the Neweach Trustee is set forth in the table above describing the business activities of and other directorships held by the Neweach Trustee during the past five years.
Dominick J. D’Eramo, CFA, isInterested Trustee
Mr. Taylor has served as a SeniorTrustee of the Trust since October 2022 and President of the Trust since August 2022, while acting as Executive Vice President, Manufacturers and Traders Trust Company, as Head of Investment Implementation and Investment Advisor Services, and previously, as Director of Investment Planning and Portfolio Implementation, Regional Investment Advisory Lead & Regional Investment Implementation Officer, and Senior Investment Advisor. His current position within the M&T organization entails significant responsibilities.
Independent Trustees
Mr. Chandler has served as an Independent Trustee of the Trust since July 2017. He has significant experience related to the business and financial services industries and currently serves as a Trustee to the RBB Fund Series Trust and as a Trustee to FS Specialty Lending Fund. Mr. Chandler is also Chief Financial Officer of Herspiegel Consulting LLC. He presently serves as Chair of the Audit Committee of the Trust.
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Mr. Foley has served as a Trustee of the Trust since December 2015. He has significant experience related to the business and financial services industries, having previously served as an Advisory Member of the Trust and Investment Committee of M&T Bank, Wilmington Trust, National Association, and Wilmington Trust Company. He currently serves on the Board of Directors of AXA Equitable and 1290 Mutual Funds. He previously served as a Director of M&T Bank Corporation and M&T Bank and was Chairman and Chief Executive officer of Wilmington Trust Corporation. Mr. Foley presently serves as Chairman of the Board of the Trust.
Ms. Sill has served as an Independent Trustee of the Trust since April 2020. She has significant experience related to the business and financial services industries, being the President, Chief Executive Officer and Chief Investment Officer of DuPont Capital Management, an asset management firm. She has also served as a trustee to other firms, as well as Advisory Counsel to the Federal Reserve Bank of Philadelphia’s Economic Advisory Council. Ms. Sill presently serves as Chair of the Nominating and Governance Committee of the Trust.
The Board believes that each Trustee’s experience, qualifications, attributes and skills should be evaluated on an individual basis and in consideration of the perspective such Trustee brings to the entire Board, with no single Trustee, or particular factor, being indicative of Board effectiveness. However, the Board believes that Trustees need to have the ability to critically review, evaluate, question and discuss information provided to them, and to interact effectively with Fund management, service providers and counsel, in order to exercise effective business judgment in the performance of their duties. The Board believes that its members satisfy this standard.
Experience relevant to having this ability may be achieved through a Trustee’s educational background; business, professional training or practice; public service or academic positions; experience from service as a board member (including the Board) or as an executive of investment funds, public companies or significant private or non-profit entities or other organizations; and/or other life experiences.
To assist them in evaluating matters under federal and state law, the Independent Trustees may benefit from information provided by counsel to the Trust. The Board and its committees have the ability to engage other experts as appropriate. The Board evaluates its performance on an annual basis.
BOARD OVERSIGHT OF TRUST RISK
The Board has not established a formal risk committee. However, much of the regular work of the Board and its standing Committees addresses aspects of risk oversight. At each regular Board meeting, the Adviser reports to the full Board on actual and potential risks to the Funds and the HeadTrust as a whole. In addition, as part of Fixed Incomeits regular quarterly reports to the Board about various matters, the Adviser reports to the Board on the various elements of risk, including investment risk, credit risk, liquidity risk and operational risk, as well as overall business risks relating to the Fund. In addition, the Audit Committee considers risks related to financial reporting and controls.
The Board has appointed a Chief Compliance Officer (the “CCO”) who reports directly to the Board’s Independent Trustees and provides presentations to the Board at WTIA. He is a memberits quarterly meetings and an annual report to the Board concerning compliance matters. The CCO oversees the development and implementation of compliance policies and procedures that are reasonably designed to prevent violations of the investment team primarily responsible forfederal securities laws (the “Compliance Policies”). The Board has approved the Compliance Policies, which seek to reduce risks relating to the possibility of day-to-daynon-compliance management ofwith the Intermediate-Term Bond and Broad Market Bond Funds. Mr. D’Eramo has been affiliatedfederal securities laws. The CCO also regularly discusses the relevant risk issues affecting the Trust during private meetings with Wilmington Trust Corporation since 1986 and with WFMC since 1987the Independent Trustees, including concerning the Adviser, as a Fixed Income Trader. He was promoted to a Portfolio Manager in 1990. In 2007, he became Director of Institutional Fixed Income, responsible for all institutional fixed income products at WTIA.applicable.
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SECURITY AND OTHER INTERESTS
The following table sets forth the dollar range of equity securities beneficially owned by Mr. D’Eramoeach Trustee in each Fund and in all registered investment companies overseen by the Trustee within the Fund Complex,complex, as of September 11, 2018.December 31, 2022.
| DOLLAR RANGE | AGGREGATE DOLLAR RANGE OVERSEEN OR TO BE OVERSEEN BY NOMINEE IN THE TRUST | ||||||
| ||||||||
| None | None | ||||||
Independent Board Members | ||||||||
Gregory P. Chandler | Over $100,000 | |||||||
Wilmington Enhanced Dividend Income Strategy Fund | Over $100,000 | |||||||
Wilmington Broad Market Bond Fund | $1-$10,000 | |||||||
Wilmington International Fund | ||||||||
Wilmington Large Cap Strategy Fund | $10,001-$50,000 | |||||||
Wilmington Real Asset Fund | $1-$10,000 | |||||||
Wilmington Global Alpha Equities Fund | $50,001-$100,000 | |||||||
Wilmington Municipal Bond Fund | $1-$10,000 | |||||||
Donald E. Foley | Over $100,000 | |||||||
Wilmington Global Alpha Equities Fund | $10,001-$50,000 | |||||||
Wilmington International Fund | $10,001-$50,000 | |||||||
Wilmington Large-Cap Strategy Fund | $50,001-$100,000 | |||||||
Valerie J. Sill | Over $100,000 | |||||||
Wilmington Large-Cap Strategy Fund | Over $100,000 |
As of December 31, 2022, the Fund’s Board and Officers as a group owned 2% of the Wilmington Enhanced Dividend Income Strategy Fund’s outstanding shares and less than 1% of the outstanding shares of each of the other Funds.
COMPENSATION
In addition to the fees below, the Trust reimburses the Independent Trustees for their related business expenses. The following table shows the fees paid to the Trustees during the fiscal year ended April 30, 2023.
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TRUSTEE | AGGREGATE COMPENSATION FROM THE TRUST | PENSION OR RETIREMENT BENEFITS ACCRUED AS PART OF THE TRUST EXPENSES | ESTIMATED ANNUAL BENEFITS UPON RETIREMENT | TOTAL COMPENSATION FROM FUND COMPLEX PAID TO THE TRUSTEE | ||||||||||||
Eric W. Taylor | None | None | None | None | ||||||||||||
Nicholas A. Giordano | $ | 150,250 | None | None | $ | 150,250 | ||||||||||
Gregory P. Chandler | $ | 142,500 | None | None | $ | 142,500 | ||||||||||
Donald E. Foley | $ | 143,375 | None | None | $ | 143,375 | ||||||||||
Valerie J. Sill | $ | 133,375 | None | None | $ | 133,375 |
The Trust does not maintain any pension or retirement plans for the officers or Trustees of the Trust.
SHAREHOLDER COMMUNICATIONS WITH TRUSTEES
Shareholders who wish to communicate in writing with the Board or any Trustee may do so by sending their written correspondence addressed to the Board or the Trustee to Wilmington Funds, Attn: Lisa R. Grosswirth, c/o BNY Mellon, 240 Greenwich Street, 22nd Floor, New York, NY 10286.
REQUIRED VOTE
Approval of the Proposal requires a plurality of the votes cast at a shareholders’ meeting at which quorum is present. According to the Trust’s Declaration of Trust, 33 1/3% of the shares present in person or represented by proxy and entitled to vote at a shareholders’ meeting shall constitute a quorum at such meeting for purposes of this vote.
As of September 7, 2018,December 13, 2023, the record date for the Special Meeting, more than 50% of the Trust’s outstanding shares are held in asset management, trust, custody or brokerage accounts with respect to which affiliates of the Advisor have voting discretion. AdvisorThe Adviser expects shares held in such accounts will be voted in favor of the proposal.
The Board recommends thethat shareholders of the Funds vote FOR the election of the New Trustee.Current Trustees.
OTHER BUSINESS
The Trustees know of no other business to be presented at the Special Meeting other than the Proposal, and do not intend to bring any other matters before the Special Meeting. However, if any additional matters should be properly presented, proxies will be voted or not voted as specified. Proxies reflecting no specifications will be voted in favor of the election of the Current Trustees and in favor of the election of the New Trustee and, as to any other matter properly coming before the meeting, in accordance with the judgment of the persons named in the proxy.
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ADDITIONAL INFORMATION
PERIODIC REPORTS TO SHAREHOLDERS
Each Fund provides periodic reports to its shareholders, which highlight relevant information about the Funds, including investment results and a review of portfolio investments. You may receive a copy of the Fund’s audited financial statements and annual report for its last completed fiscal year, and any subsequent semi-annual report to shareholders, free of charge, by calling1-800-836-2211, by downloading it from the Trust’s website at www.wilmingtonfunds.com or by writing to Wilmington Funds, c/o BNY Mellon, P.O. Box 9828, Providence, RI 02940.
INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
Ernst & YoungPricewaterhouseCoopers LLP (“E&Y”PWC”), Two Commerce Square, 2001 Market Street, Suite 4000,1800, Philadelphia, Pennsylvania 19103, has been selected by the Trustees, including a majority of the Independent Trustees, to serve as the Trust’s independent registered public accounting firm for the Trust’s fiscal year ending April 30, 2018. E&Y,2023. PWC, in accordance with the Public Company Accounting Oversight Board’s Ethics and Independence Rule 3526, has confirmed to the Audit Committee that it is an
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independent registered public accounting firm with respect to the Trust and each series of the Trust. The Audit Committee has approved the engagement of E&YPWC as the Trust’s independent registered public accounting firm for the current fiscal year. A representative of E&YPWC will not be present at the Meeting. For each of the fiscal yearsyear ended April 30, 2017 and April 30, 2018, E&Y2023, PWC received “audit fees,” of $415,763 and $458,863, “audit-related fees,” of $0 and $0, “tax fees” of $170,058 and $169,194, and “all other fees” in the amounts of $408,843, $0, $90,778 and $0, respectively.1 For the fiscal year ended April 30, 2022, PWC received “audit fees,” “audit-related fees,” “tax fees” and “all other fees” in the amounts of $396,560, $0, $131,920 and $0, respectively.
Prior to the commencement of any engagement, the Audit Committee is required to approve the engagement of the independent registered public accounting firm to provide audit ornon-audit services to the Funds, or to providenon-audit services to any investment adviser,sub-adviser or any entity controlling, controlled by, or under common control with the investment adviser orsub-adviser that provides ongoing services to the Trust if the engagement relates directly to the operations and financial reporting of the Trust. If action is required prior to the next Audit Committee meeting, the Chair of the Audit Committee may approve or deny the request on behalf of the Audit Committee or determine to call a meeting of the Audit Committee. If the Chair of the Audit Committee is unavailable, any other member of the Audit Committee to whom the Audit Committee has delegated authority may serve as an alternate for the purpose of approving or denying the request. All of the audit, audit-related and tax services described above for which E&YPWC billed the Trust fees for each of the fiscal yearsyear ended April 30, 2017 and April 30, 20182023 werepre-approved by the Audit Committee.
There were no services rendered by E&YPWC to the Trust or its series for which the approval requirement was waived. During the same period, all services provided by E&YPWC to the Trust, its series, an investment adviser or adviser-affiliate that were required to be approved were approved as required. The Audit Committee has considered whether the provision ofnon-audit services that were rendered by E&YPWC to an investment adviser or an adviser-affiliate that were not approved (not requiring approval), if any, is compatible with maintaining E&Y’sPWC’s independence.
The aggregatenon-audit fees billed by the registrant’s accountant for services rendered to the Trust or its, and rendered to the Trust’s investment adviser (not including anysub-adviser whose role is primarily portfolio management and is subcontracted with or overseen by another investment adviser), and any entity controlling, controlled by, or under common control with the investment adviser that provides ongoing services to the Trust for each of the fiscal years ended April 30, 20172023 and April 30, 20182022 and were $0$90,778 and $0,$131,920, respectively.
ADDITIONAL SERVICE PROVIDERS
The service providers currently engaged by the Trust with respect to the Funds to perform non-advisory services will continue to serve the Trust in the capacities indicated below:
1 | “Audit fees” are fees related to the audit and review of the financial statements included in annual reports and registration statements, and other services that are normally provided in connection with statutory and regulatory filings or engagements. “Audit-related fees” are fees related to assurance and related services that are reasonably related to the performance of the audit or review of financial statements, but not reported under “Audit Fees,” including accounting consultations, agreed-upon procedure reports, attestation reports, comfort letters and internal control reviews not required by regulators. “Tax fees” are fees associated with tax compliance, tax advice and tax planning, including services relating to the filing or amendment of federal, state or local income tax returns, regulated investment company qualification reviews and tax distribution and analysis reviews. “All other fees” are fees for products and services provided to the Trust other than those reported under “audit fees,” “audit-related fees” and “tax fees.” |
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ADDITIONAL SERVICE PROVIDERS
The service providers currently engaged by the Trust with respect to the Funds to performnon-advisory services will continue to serve the Trust in the capacities indicated below:
Distributor
ALPS Distributors, Inc.
1290 Broadway, Suite 1100
Denver, Colorado 80203
Investment AdvisorAdviser andCo-Administrator
Wilmington Funds Management Corporation
1100 N.North Market Street, 9th Floor
Wilmington, Delaware 19890
Transfer Agent,Co-Administrator, Accountant and Custodian
The Bank of New York Mellon
301 Bellevue Parkway
Wilmington, Delaware 19809
Legal Counsel
Stradley Ronon Stevens & Young, LLP
Financial Printers
RR DonnelleyDFIN Solutions
VOTING AND SOLICITATION INFORMATION
Shareholders are entitled to one vote for each Fund share held at the close of business on September 7, 2018 (the “Record Date”).the Record Date. The cost of preparing, printing and mailing the enclosed proxy card and this Proxy Statement, and all other costs incurred in connection with the solicitation of proxies, including any additional solicitation made by letter, telephone or telegraph, will be paid by the Fund.WTIA. In addition to solicitation by mail, Trustees, certain officers and representatives of the Trust, directors, officers and employees of WFMC, and certain financial services firms and their representatives, who will receive no extra compensation for their services, may solicit proxies by telephone, telegram or personally. The Trust also may engage a proxy services provider to assist it in its proxy solicitation efforts including solicitation of proxies by telephone, telegram or personally.
If a shareholder wishes to participate in the Meeting, the shareholder may submit the proxy card originally sent with this Proxy Statement or attend in person. Should shareholders require additional information regarding the proxy or replacement proxy card, they may contact the Trust at1-800-836-2211.
SHAREHOLDERS SHARING THE SAME ADDRESS
If two or more shareholders share the same address, only one copy of this proxy statement is being delivered to that address, unless the Trust has received contrary instructions from one or more of the shareholders at that shared address. Upon written or oral request, the Trust will deliver promptly a separate copy of this proxy statement to a shareholder at a shared address. Please call1-800-836-2211, or write to Wilmington Funds, c/o BNY Mellon, P.O. Box 9828, Providence, RI 02940, to (1) receive a separate copy of this proxy statement; (2) receive your annual reports or proxy statements separately in the future; or (3) request delivery of a single copy of annual reports or proxy statements if you are currently receiving multiple copies at a shared address.
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REVOCATION OF PROXY
Any proxy given by a shareholder is revocable until voted at the Meeting. Shareholders of a Fund giving a proxy have the power to revoke it by mail (addressed to the Secretary of the Trust, c/o BNY Mellon, P.O. Box 9828, Providence, RI 02940)240 Greenwich Street, 22nd Floor, New York, NY 10286) or in person at the Meeting, by executing a superseding proxy or by submitting a notice of revocation to the Trust. All properly executed proxies received in time for the Meeting will be voted as specified in the proxy or, if no specification is made, in favor of the Proposal referred to in the Proxy Statement.
QUORUM REQUIREMENT
Thirty-three andone-third percent of the shares present in person or represented by proxy and entitled to a vote at the Meeting shall constitute a quorum at the Meeting. When a separate vote by one or
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more Funds is required, 33 1/3% of the shares of each Fund present in person or represented by proxy and entitled to vote shall constitute a quorum at the Meeting of such Fund. The Meeting, whether or not a quorum is present, may be adjourned from time to time (and at any time during the course of the Meeting) by a majority of the votes cast by those shareholders present in person or by proxy, or by the chairperson of the meeting. Any adjournment may be with respect to one or more Proposals, but not necessarily all Proposals, to be voted or acted upon at the Meeting and any adjournment will not delay or otherwise affect the effectiveness and validity of a vote or other action taken at the Meeting prior to adjournment.
Proxies that reflect abstentions and “brokernon-votes” (i.e., shares held by brokers or nominees as to which (i) instructions have not been received from the beneficial owners or the persons entitled to vote and (ii) the broker or nominee does not have discretionary voting power on a particular matter) will be counted as shares that are present and entitled to vote for purposes of determining the presence of a quorum, but will not be treated as votes cast. With respect to the Proposal, which requires approval by a plurality of the votes cast, abstentions and brokernon-votes would have no effect.
SHAREHOLDINGS INFORMATION
Holders of record of the shares of the Funds on the Record Date, as to any matter on which they are entitled to vote, will be entitled to vote on all business of the Meeting. As of the Record Date, each Fund had the following shares issued and outstanding:
FUND NAME | TOTAL SHARES OUTSTANDING | |||
WilmingtonLarge-Cap Strategy Fund | ||||
Wilmington International Fund | ||||
Wilmington Global Alpha Equities Fund | ||||
Wilmington Real Asset Fund | ||||
Wilmington | ||||
| ||||
Wilmington Broad Market Bond Fund | ||||
| ||||
Wilmington Municipal Bond Fund | ||||
Wilmington New York Municipal Bond Fund | ||||
Wilmington U.S. Government Money Market Fund | ||||
Wilmington U.S. Treasury Money Market Fund |
As of September 5, 2018,the Record Date, the following persons owned of record or beneficially 5% or more of the outstanding shares of any class of a Fund:
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Fund/Class | Account Name and Address | % Owned of Class | ||||||
Wilmington Large Cap Strategy Fund Class I | ||||||||
| SEI PRIVATE TRUST COMPANY | |||||||
C/O M | ||||||||
ATTN: MUTUAL FUND ADMINISTRATOR | ||||||||
ONE FREEDOM VALLEY DRIVE OAKS PA 19456 | 50.08 | |||||||
LPL FINANCIAL FBO CUSTOMER ACCOUNTS ATTN MUTUAL FUND OPERATIONS 4707 EXECUTIVE DRIVE SAN DIEGO CA 92121-3091 | 18.77 | |||||||
SEI PRIVATE TRUST | ||||||||
CO. C/O | ||||||||
ATTN: MUTUAL | ||||||||
ONE FREEDOM VALLEY DRIVE | ||||||||
OAKS PA 19456 | ||||||||
| ||||||||
| ||||||||
14.18 |
1615
Wilmington International Fund Class A | LPL FINANCIAL FBO CUSTOMER ACCOUNTS ATTN MUTUAL FUND OPERATIONS 4707 EXECUTIVE DRIVE SAN DIEGO CA 92121-3091 | 28.83 | ||
NATIONAL FINANCIAL SERVICES LLC 499 WASHINGTON BLVD JERSEY CITY NJ 07310 | 6.12 | |||
CHARLES SCHWAB FOR SPECIAL CUSTODY ACCOUNT FBO OF OUR CUSTOMERS ATTN MUTUAL FUNDS 101 MONTGOMERY ST SAN FRANCISCO CA 94104-4151 | 6.03 | |||
Wilmington International Fund Class I | SEI PRIVATE TRUST CO C/O M&T BANK ID 337 ATTN: MUTUAL FUND ADMINISTRATOR 1 FREEDOM VALLEY DR OAKS PA 19456-9989 | 40.72 | ||
SEI PRIVATE TRUST CO C/O M&T BANK ID 337 ATTN: MUTUAL FUND ADMINISTRATOR 1 FREEDOM VALLEY DR OAKS PA 19456-9989 | 37.91 | |||
LPL FINANCIAL FBO CUSTOMER ACCOUNTS ATTN MUTUAL FUND OPERATIONS 4707 EXECUTIVE DRIVE SAN DIEGO CA 92121-3091 | 11.62 | |||
Wilmington Global Alpha Equities Fund Class A | LPL FINANCIAL FBO CUSTOMER ACCOUNTS ATTN MUTUAL FUND OPERATIONS 4707 EXECUTIVE DRIVE SAN DIEGO CA 92121-3091 | 50.77 | ||
CHARLES SCHWAB FOR SPECIAL CUSTODY ACCOUNT FBO OF OUR CUSTOMERS ATTN MUTUAL FUNDS 101 MONTGOMERY ST SAN FRANCISCO CA 94104-4151 | 28.80 | |||
ROBERT W BAIRD & CO. INC. A/C 3265-6131 777 EAST WISCONSIN AVENUE MILWAUKEE WI 53202-5391 | 7.85 | |||
NATIONAL FINANCIAL SERVICES LLC 499 WASHINGTON BLVD JERSEY CITY NJ 07310 | 5.65 |
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Wilmington Global Alpha Equities Fund Class I |
C/O M&T BANK/WTC ID 337 ATTN: MUTUAL FUND ADMINISTRATOR ONE FREEDOM VALLEY DRIVE OAKS PA 19456 | 49.25 | ||
C/O M&T BANK ID 337 ATTN: MUTUAL FUND ADMIN ONE FREEDOM VALLEY DR OAKS PA 19456 | 21.75 | |||
LPL FINANCIAL FBO CUSTOMER ACCOUNTS ATTN MUTUAL FUND OPERATIONS 4707 EXECUTIVE DRIVE SAN DIEGO CA 92121-3091 | ||||
SEI PRIVATE TRUST COMPANY C/O M&T BANK ID 337 ATTN: MUTUAL FUND ADMINISTRATOR ONE FREEDOM VALLEY DRIVE OAKS PA 19456 | 9.81 | |||
Wilmington Real Asset Fund Class A | LPL FINANCIAL FBO CUSTOMER ACCOUNTS ATTN MUTUAL FUND OPERATIONS 4707 EXECUTIVE DRIVE SAN DIEGO CA 92121-3091 | 80.47 | ||
NATIONWIDE TRUST COMPANY FSB C/O IPO PORTFOLIO ACCOUNTING PO BOX 182029 COLUMBUS OH 43218-2029 | 5.11 | |||
Wilmington Real Asset Fund Class I | SEI PRIVATE TRUST COMPANY C/O M&T BANK ID 337 ATTN: MUTUAL FUND ADMIN. ONE FREEDOM VALLEY DRIVE OAKS PA 19456 | 44.24 | ||
SEI PRIVATE TRUST COMPANY C/O M&T BANK ID 337 ATTN: MUTUAL FUND ADMINISTRATOR ONE FREEDOM VALLEY DRIVE OAKS PA 19456 | 30.18 | |||
SEI PRIVATE TRUST COMPANY C/O M&T BANK ID 337 ATTN: MUTUAL FUND ADMINISTRATOR ONE FREEDOM VALLEY DRIVE OAKS PA 19456 | 10.91 | |||
LPL FINANCIAL FBO CUSTOMER ACCOUNTS ATTN MUTUAL FUND OPERATIONS 4707 EXECUTIVE DRIVE SAN DIEGO CA 92121-3091 | 9.64 |
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Wilmington Enhanced Dividend Income Strategy Fund Class A | LPL FINANCIAL FBO CUSTOMER ACCOUNTS ATTN MUTUAL FUND OPERATIONS 4707 EXECUTIVE DRIVE SAN DIEGO CA 92121-3091 | 86.34 | ||||||||
Wilmington Enhanced Dividend Income Strategy Fund Class I | SEI PRIVATE TRUST CO C/O M&T BANK ID 337 ATTN: MUTUAL FUND ADMINISTRATOR 1 FREEDOM VALLEY DR OAKS PA 19456-9989 | 51.63 | ||||||||
LPL FINANCIAL FBO CUSTOMER ACCOUNTS ATTN MUTUAL FUND OPERATIONS 4707 EXECUTIVE DRIVE SAN DIEGO CA 92121-3091 | 32.97 | |||||||||
SEI PRIVATE TRUST CO C/O M&T BANK ID 337 ATTN: MUTUAL FUND ADMINISTRATOR 1 FREEDOM VALLEY DR OAKS PA 19456-9989 | 11.45 | |||||||||
Wilmington Broad Market Bond Fund Class A | LPL FINANCIAL FBO CUSTOMER ACCOUNTS ATTN MUTUAL FUND OPERATIONS 4707 EXECUTIVE DRIVE SAN DIEGO CA 92121-3091 | 71.04 | ||||||||
KATHLEEN S FOLEY MING JIAO JTWROS 27912 195TH AVE SE KENT WA 98042-8532 | 5.47 | |||||||||
Wilmington Broad Market Bond Fund Class I | SEI PRIVATE TRUST CO C/O M&T BANK ID 337 ATTN: MUTUAL FUND ADMINISTRATOR 1 FREEDOM VALLEY DR OAKS PA | 36.53 | ||||||||
LPL FINANCIAL FBO CUSTOMER ACCOUNTS ATTN MUTUAL FUND OPERATIONS 4707 EXECUTIVE DRIVE SAN DIEGO CA 92121-3091 | 32.57 | |||||||||
SEI PRIVATE TRUST CO C/O M&T BANK ID 337 ATTN: MUTUAL FUND ADMINISTRATOR 1 FREEDOM VALLEY DR OAKS PA 19456-9989 | 14.32 | |||||||||
SEI PRIVATE TRUST CO C/O M&T BANK ID 337 ATTN: MUTUAL FUND ADMINISTRATOR 1 FREEDOM VALLEY DR OAKS PA 19456-9989 | 8.22 |
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Wilmington Municipal Bond Fund Class I | SEI PRIVATE TRUST | |||||||
COMPANY C/O M&T | ||||||||
BANK/WTC ID 337 ATTN: MUTUAL | ||||||||
ONE FREEDOM VALLEY | ||||||||
DRIVE OAKS PA | ||||||||
19456
|
| 64.34 | ||||||
FBO CUSTOMER ACCOUNTS ATTN MUTUAL FUND OPERATIONS 4707 EXECUTIVE DRIVE SAN DIEGO CA 92121-3091 | 14.71 | |||||||
SEI PRIVATE TRUST CO C/O M&T BANK/WTC ID 337 ATTN: MUTUAL FUND ADMINISTRATOR ONE FREEDOM VALLEY DRIVE OAKS PA 19456 | 13.64 | |||||||
Wilmington New York Municipal Bond Fund Class A | LPL FINANCIAL FBO CUSTOMER ACCOUNTS ATTN MUTUAL FUND OPERATIONS 4707 EXECUTIVE DRIVE SAN DIEGO CA 92121-3091 | 79.19 | ||||||
VANGUARD BROKERAGE SERVICES BIN 11111111 100 VANGUARD BLVD MALVERN PA 19355 | 6.95 | |||||||
NATIONAL FINANCIAL SERVICES LLC 499 WASHINGTON BLVD JERSEY CITY NJ | 5.11 | |||||||
Wilmington New York Municipal Bond Fund Class I | LPL FINANCIAL FBO CUSTOMER ACCOUNTS ATTN MUTUAL FUND OPERATIONS 4707 EXECUTIVE DRIVE SAN DIEGO CA 92121-3091 | 72.13 | ||||||
SEI PRIVATE TRUST COMPANY C/O M&T BANK/WTC ID 337 ATTN: MUTUAL FUND ADMINISTRATOR ONE FREEDOM VALLEY DRIVE OAKS PA 19456 | 14.52 | |||||||
Wilmington U.S. Government Money Market Fund Administrative Shares | MANUFACTURERS & TRADERS TICE & CO 8TH FLOOR ATTN TRUST DEPT CASH MGMT CLERK PO BOX 1377 BUFFALO NY 142420-1377 | 99.99 | ||||||
Wilmington U.S. Government Money Market Fund Institutional Shares | MANUFACTURERS & TRADERS TICE & CO 8TH FLOOR ATTN TRUST DEPT CASH MGMT CLERK PO BOX 1377 BUFFALO NY 142420-1377 | 99.31 | ||||||
Wilmington U.S. Government Money Market Fund Select Shares | MANUFACTURERS & TRADERS TICE & CO 8TH FLOOR ATTN TRUST DEPT CASH MGMT CLERK PO BOX 1377 BUFFALO NY 142420-1377 | 72.97 |
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COMMERCIAL SWEEP ACCOUNTS ATTN: SWEEP OPERATIONS 626 COMMERCE DR AMHERST NY 14228-2307 | 25.66 | |||||||||
| ||||||||||
Wilmington U.S. Government Money Market Fund Service Shares |
TICE & CO 8TH FLOOR ATTN TRUST DEPT CASH MGMT CLERK PO BOX 1377 BUFFALO NY 142420-1377 | 97.80 | ||||||||
Wilmington U.S. Treasury Money Market Fund Administrative Shares | MANUFACTURERS & TRADERS TICE & CO 8TH FLOOR ATTN TRUST DEPT CASH MGMT CLERK PO BOX 1377 BUFFALO NY 142420-1377 | 99.82 | ||||||||
Wilmington U.S. Treasury Money Market Fund Institutional Shares |
TICE & CO 8TH FLOOR ATTN TRUST DEPT CASH MGMT CLERK PO BOX 1377 BUFFALO NY 142420-1377 | 100.00 | ||||||||
| ||||||||||
Wilmington U.S. Treasury Money Market Fund Select Shares |
COMMERCIAL SWEEP ACCOUNTS ATTN: SWEEP OPERATIONS 626 COMMERCE DR AMHERST NY 14228-2307 | 50.19 | ||||||||
MANUFACTURERS & TRADERS TICE & CO 8TH FLOOR ATTN TRUST DEPT CASH MGMT CLERK PO BOX 1377 BUFFALO NY 142420-1377 | 40.70 | |||||||||
M&T BANK BUSINESS BANKING AGILETICS ACCTS ATTN: SWEEP OPERATIONS 626 COMMERCE DR AMHERST NY 14228-2307 | 5.77 | |||||||||
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As of the Record Date, Officers and Trustees of the Trust owned individually and together less than 1% of the outstanding states of the Trust and of each Fund (or class thereof).
SHAREHOLDER PROPOSALS FOR SUBSEQUENT MEETINGS
Shareholders wishing to submit proposals for inclusion in a proxy statement for a shareholder meeting subsequent to the Meeting, if any, should send their written proposals to the Secretary of the Trust, c/o BNY Mellon, P.O. Box 9828, Providence, RI 02940,240 Greenwich Street, 22nd Floor, New York, NY 10286, within a reasonable time before the solicitation of proxies for such meeting. The timely submission of a proposal does not guarantee its inclusion.
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OTHER MATTERS TO COME BEFORE THE MEETING
No Trustee is aware of any matters that will be presented for action at the Meeting other than the matters described in this material. Should any other matters requiring a vote of shareholders arise, the proxy in the accompanying form will confer upon the person or persons entitled to vote the shares represented by such proxy the discretionary authority to vote the shares as to any such other matters in accordance with their best judgment in the interest of the Trust, the Fund and the shareholders.
PLEASE COMPLETE, SIGN AND RETURN THE ENCLOSED PROXY CARD PROMPTLY.
NO POSTAGE IS REQUIRED IF MAILED IN THE UNITED STATES
By Order of the Board of Trustees of the Wilmington Funds,
Lisa R. Grosswirth
Secretary, Wilmington Funds
January 3, 2024
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APPENDIX A
Wilmington Funds
Nominating and Governance Committee Charter
The Nominating and Governance Committee (the “Committee”) of the Wilmington Funds (the “Trust”) shall be composed solely of Trustees who are not “interested persons” of the Trust as defined in Section 2(a)(19) of the Investment Company Act of 1940, as amended (the “1940 Act”) (individually, an “Independent Trustee” and collectively, the “Independent Trustees”). The Board of the Trust shall appoint the members of the Committee. The Chairman of the Committee shall be appointed by the Board.
Purpose. The mission of the Committee is to select and nominate for election to the full Board appropriate candidates for service as Independent Trustees of the Trust. The Committee shall review nominations from management regarding any proposed interested Trustee. In addition, the mission of the Committee is to provide a forum for the Independent Trustees to address important issues of corporate governance for the Trust, including to make appropriate recommendations to the full Board regarding sound governance practices. Finally, the Committee shall address the items listed below under Governance Responsibilities.
Meetings. Meetings of the Committee shall be held as necessary at such times and places as determined from time to time by the Chair of the Committee. A majority of the members of the Committee shall constitute a quorum for the transaction of business. The Committee may meet by telephone and may act by unanimous written consent, including through electronic means. The Committee may adopt such rules, procedures or policies as it deems appropriate from time to time to facilitate the conduct of its business. The Committee shall report its activities to the full Board.
Nominating Responsibilities. The Committee shall select and nominate persons for election to the Board as and when vacancies occur or are reasonably anticipated, which nominees shall be presented to the Board for election, or nomination for election by shareholders, as the case may be.
The Committee will establish a Nomination and Appointment Policy pursuant to which it will consider nominations. The Committee will consider recommendations from Independent Trustees, officers or employees of any of the Fund’s agents or service providers, counsel to the Fund and Independent Trustees and qualifying fund shareholders. In identifying and evaluating candidates for consideration, the Committee shall consider such factors as it deems appropriate. The Committee shall make nominations to the Board for membership on all committees of the Board and shall review committee assignments at least annually as part of the annual Board self-evaluation.
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Governance Responsibilities. The core philosophy of the Independent Trustees is an unwavering commitment to protecting the best interests of Trust shareholders. The Committee shall develop a set of practices to guide the Board and the Committee in considering governance issues, which are to be approved by the Board. In addition, the Committee shall have the following specific functions:
Nominating Functions:
(1) to periodically review trustee compensation (including compensation for service on any committee)identify and recommend to the full Board any changesindividuals qualified to that compensation;be Trustees;
(2) to periodically review Chief Compliance Officer compensation and recommend to the full Board any changes to that compensation;nominees for standing committee members and standing committee chairpersons;
Governance Functions:
(3) to conduct the annual self evaluation of the Board of the Trust and its committees as called for by the SEC fund governance rules;rules, and to address any issues that arise therefrom, as deemed necessary and appropriate;
(4) to periodically review and, as appropriate, recommend changes in Board governance policies, procedures and practices concerning the structure and operations of the Board;
(5) to review and make appropriate recommendations to the Board when there is a material change in the status of a Trustee (e.g., due to health, outside commitments or other reasons);
(5)(6) to periodically review the independence of the Independent Trustees and make recommendations to the full Board when there is a material change in such independence;
(7) to review the independence of Independent Legal Counsel to the Independent Trustees;
(8) to annually review the Trust’s Fidelity bond and directors’ and officers’/errors and omissions insurance coverage and recommend to the full Board renewal of and/or changes to that coverage;
(6) to periodically review the independence of the Independent Trustees and make recommendations to the full Board when there is a material change in such independence;
(7) to periodically review and, as appropriate, recommend changes in Board governance policies, procedures and practices concerning the structure and operations of the Board;
(8) to review the independence of Independent Legal Counsel to the Independent Trustees;
(9) to annually review the size of the Board and its standing committees;
(10) to identify and recommend to the full Board individuals qualified to be Trustees;
(11) to recommend to the full Board nominees for standing committee members and standing committee chairpersons;
(12) to annually review the charters of Board standing committees;
(13) to annually review Trust management’s code of ethics; and
(14) to annually review continuing education needs of the Board.Board;
(11) to periodically review trustee compensation (including compensation for service on any committee) and recommend to the full Board any changes to that compensation; and
(12) to periodically review Chief Compliance Officer compensation and recommend to the full Board any changes to that compensation.
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Miscellaneous. The Committee shall have the resources and authority appropriate to discharge its responsibilities, including authority to retain and compensate special counsel, search and consulting firms and other experts, at the expense of the Trust or the appropriate Fund of the Trust.
Members of the Committee shall be compensated as determined by the Board.
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The Committee shall review this Charter periodically and shall recommend any changes thereto to the full Board of the Trust. The approval of the full Board is required for the initial adoption of, and any material amendment to, this Charter.
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As amended June 8, 2016, March 10, 2022, and March 22, 2023
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