The enclosed proxy is being solicited on behalf of capital with lower volatility than the broader equity markets.

Wilmington Funds

Wilmington Large-Cap Strategy Fund

Wilmington International Fund

Wilmington Enhanced Dividend Income Strategy Fund

Wilmington Global Alpha Equities Fund

Wilmington Real Asset Fund

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

(Each a “Fund,” and collectively, the “Funds”)

PROXY STATEMENT DATED

JANUARY 3, 2024

SPECIAL MEETING OF

SHAREHOLDERS TO BE HELD

ON

FEBRUARY 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 at 1100 North Market Street, 9^th Floor, Wilmington, DE 19890, on February 15, 2024 at 2:00 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 January 10, 2024.

Each Fund provides periodic reports to its shareholders, which highlight relevant information about the Funds, including investment goalresults and a review of portfolio investments. You may receive an additional copy of the most recent annual report of a Fund and the most recent semi-annual report succeeding the annual report upon request without charge, by calling 1-800-836-2211, by downloading it from a fundamental policythe Trust’s website at www.wilmingtonfunds.com or by writing to a non-fundamental policy.

The shareholders of each of the Funds comprising separate series of the Trust will be entitled to approve any material changevote at the Meeting on the proposal being presented for shareholder consideration. Pursuant to the investment goal.  In order to enhanceDeclaration of Trust of the Fund's investment flexibility, it is proposed thatWilmington Funds (the “Declaration of Trust”), the Fund's investment goal be reclassified as a "non-fundamental" policy, which means thatshareholders of each Fund will vote together on the 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 ablebrought before the Meeting. Those persons intend to change the Fund's investment goalvote all proxies in accordance with their best judgment and in the future without shareholder approval.  Asinterest of the Trust and each Fund.

THE PROPOSAL: ELECTION OF TRUSTEES

At the Meeting, shareholders of the Trust will be asked to elect the following Current Trustees: Gregory P. Chandler, 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 shareholders called for the purpose of electing Trustees and until their successors are duly elected and qualified.

At the meeting of the Board overseesof Trustees on December 7-8, 2023, the Board, at the recommendation of the Trust’s Nominating and Governance Committee, nominated each Current Trustee for election to the 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. Chandler, Foley, and Taylor and Ms. Sill. Messrs. Chandler, Foley, and Taylor and Ms. Sill have indicated that they will continue to serve on the Board, and the Board has no reason to believe that Messrs. Chandler, Foley, and Taylor 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 Current 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, or the underwriter of the Trust within the meaning of the Investment Advisor's implementationCompany Act of 1940, as amended (the “1940 Act”), and is referred to as an “Independent Trustee.” Mr. Taylor is an “interested person” of the investment strategiesTrust and the investment performanceadviser within the meaning of the Fund, this change would permit1940 Act and is referred to as an “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, 9^th Floor, Wilmington, DE 19890.

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CURRENT INTERESTED TRUSTEE

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

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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

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BOARD LEADERSHIP STRUCTURE

The Board of Trustees is composed of four Independent Trustees, 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. Foley regularly communicates with representatives of the Adviser and the Trust. Mr. Foley 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. Foley may perform such other functions as may be requested by the Board from time to modify the investment goal if thetime. The Board believes that suchhaving a change would besuper-majority of Independent Trustees, coupled with an Independent Chairman, is appropriate and in the best interests of the Fund.  ReclassifyingTrust, 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 goalgoals, policies and procedures for the Funds. The Trust enters into agreements with various entities to manage the day-to-day operations of the Funds, including with the Adviser, the sub-advisers, the administrator, the transfer agent, the distributor and the custodian. The Trustees are responsible for approving these service providers, approving the terms of their contracts with the Funds, and exercising general oversight of these service providers on an ongoing basis.

COMMITTEES OF THE BOARD

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EXPERIENCE OF TRUSTEES

Described below for each Trustee are specific experiences, qualifications, attributes or skills that support a conclusion that he or she should serve as a non-fundamental policy would also alleviate the time and expense associated with holding a shareholder meeting and soliciting proxies in conjunction with any future material changeTrustee of the Fund's investment goal.  However,Trust as of the Fund still intendsdate 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 notify shareholderscomprehend, discuss and critically analyze materials and issues that are presented so that the Trustee may exercise judgment and reach conclusions in advancefulfilling his or her duties and fiduciary obligations. It is believed that the specific background of any future material changeeach Trustee evidences those abilities and is appropriate to his or her serving on the Fund's investment goal.  If shareholders approve this Proposal 2, the Fund also would discloseTrust’s Board of Trustees. Further information about each Trustee is set forth in the Fund's prospectus thattable above describing the investment goalbusiness activities of and other directorships held by each Trustee during the Fund is non-fundamental and may be changed by the Board without a vote of shareholders.  The Board currently does not intend to change the Fund's investment goal other than as described in Proposal 1.

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 RetirementCompany. He currently serves on the Board of Directors of AXA Equitable and Investment Services, affiliates1290 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 Investment Advisor, in connection with the sale of Class A SharesBoard of the FundTrust.

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 amount retained byPresident, 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 Distributor for the fiscal year ended April 30, 2016:

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 December 31, 2022.

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 class of the Fund.

independent registered public accounting firm with respect to the Trust and each series of the Trust. The Audit Committee has approved the engagement of PWC as the Trust’s independent registered public accounting firm for the current fiscal year. A representative of PWC will not be present at the Meeting. For the fiscal year ended April 30, 2023, PWC received “audit fees,” “audit-related fees,” “tax fees” 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 or non-audit services to the Funds, or to provide non-audit services to any investment adviser, sub-adviser or any entity controlling, controlled by, or under common control with the investment adviser or sub-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 PWC billed the Trust fees for the fiscal year ended April 30, 2023 were pre-approved by the Audit Committee.

There were no services rendered by PWC to the Trust or its series for which the approval requirement was waived. During the same period, all services provided by PWC 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 of non-audit services that were rendered by PWC to an investment adviser or an adviser-affiliate that were not approved (not requiring approval), if any, is compatible with maintaining PWC’s independence.

The aggregate non-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 any sub-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 the fiscal years ended April 30, 2023 and April 30, 2022 and were $90,778 and $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:

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Distributor

ALPS Distributors, Inc.

1290 Broadway, Suite 1100

Denver, Colorado 80203

Investment Adviser and Co-Administrator

Wilmington Funds Management Corporation

1100 North Market Street, 9^th 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

DFIN Solutions

VOTING AND SOLICITATION INFORMATION

Shareholders are entitled to one vote for each Fund share held at the close of business on 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 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 at 1-800-836-2211.

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, 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 and one-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 for purposes of actingsuch 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 Proposals.  The shares over which broker-dealers have discretionary voting power,Meeting and any adjournment will not delay or otherwise affect the shareseffectiveness and validity of a vote or other action taken at the Meeting prior to adjournment.

Proxies that represent "broker non-votes" (reflect abstentions and “broker i.e.non-votes” (i.e., shares held by brokers or nominees as to which (i) instructions have not been received from the

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As of the Fund.  For purposesRecord 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, 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, any person who owns, directly or through one or more controlled companies, more than 25%as amended (the “1940 Act”) (individually, an “Independent Trustee” and collectively, the “Independent Trustees”). The Board of the voting securitiesTrust shall appoint the members of a companythe Committee. The Chairman of the Committee shall be appointed by the Board.

Purpose. The mission of the Committee is presumed to "control" such company.  Accordingly,select and nominate for election to the extent thatfull 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 shareholder identified inforum for the following tableIndependent 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 beneficial ownercase may be.

The Committee will establish a Nomination and holderAppointment Policy pursuant to which it will consider nominations. The Committee will consider recommendations from Independent Trustees, officers or employees of record of more than 25%any of the outstanding voting securities ofFund’s agents or service providers, counsel to the Fund and has voting and/or investment power,Independent Trustees and qualifying fund shareholders. In identifying and evaluating candidates for consideration, the shareholder may be presumedCommittee shall consider such factors as it deems appropriate. The Committee shall make nominations to control the Fund.  AsBoard for membership on all committees of the [Record Date],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 Officersthe 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 identify and recommend to the full Board individuals qualified to be Trustees;

(2) to recommend to the full Board 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 a group, owned less than 1%called for by the SEC fund governance 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 outstanding sharesBoard;

(5) to review and make appropriate recommendations to the Board when there is a material change in the status of each classa Trustee (e.g., due to health, outside commitments or other reasons);

(6) to periodically review the independence of the Fund.