EX-99.16.11 3 d263937dex991611.htm OPINION AND CONSENT OF COUNSEL Opinion and Consent of Counsel

Exhibit 16.11

 

LOGO   

Stradley Ronon Stevens & Young, LLP

 

2600 One Commerce Square

 

Philadelphia, PA 19103-7098

 

Telephone: (215) 564-8000

December 2, 2011

Board of Trustees

MTB Group of Funds

100 East Pratt Street, 15th Floor

Baltimore, Maryland 21202

 

  Subject:     Registration Statement on Form N-14

Board of Trustees:

We have acted as counsel to the MTB Group of Funds (the “Trust”), a Delaware statutory trust, in connection with the preparation and filing with the U.S. Securities and Exchange Commission (the “Commission”) of a Registration Statement on Form N-14 (the “Registration Statement”) under the Securities Act of 1933, as amended. The purpose of the Registration Statement is to register shares of beneficial interest, without par value (the “Shares”), to be issued by the Trust on behalf of certain of its series as shown in the table below (the “Acquiring Funds”), in connection with the acquisition of all of the assets and liabilities of certain series of WT Mutual Fund as shown in the table below (the “Target Funds”), by and in exchange for Shares of the Acquiring Funds (the “Transaction”).

 

Target Funds

  

Acquiring Funds

Wilmington Prime Money Market Fund

   MTB Money Market Fund

Institutional Shares

  

Institutional Class Shares

W Shares

  

Class A Shares (to be redesignated Select Class Shares)

Service Shares

  

Class S Shares (to be redesignated Service Class Shares)

Wilmington U.S. Government Money Market Fund

   MTB U.S. Government Money Market Fund

Institutional Shares

  

Institutional Class Shares

W Shares

  

Class I Shares (to be redesignated Select Class Shares)

Service Shares

  

Class A Shares (to be redesignated Service Class Shares)

Wilmington Tax-Exempt Money Market Fund

   MTB Tax-Free Money Market Fund

Institutional Shares

  

Class I Shares (to be redesignated Select Class Shares)

W Shares

  

Class I Shares (to be redesignated Select Class Shares)

Wilmington Short/Intermediate-Term Bond Fund

   MTB Intermediate-Term Bond Fund

A Shares

  

Class A Shares

Institutional Shares

  

Class I Shares

Wilmington Municipal Bond Fund

   Wilmington Municipal Bond Fund

A Shares

  

Class A Shares

Institutional Shares

  

Class I Shares

Wilmington Broad Market Bond Fund

   MTB Income Fund

A Shares

  

Class A Shares

Institutional Shares

  

Class I Shares

Wilmington Large-Cap Strategy Fund

   Wilmington Large-Cap Strategy Fund

A Shares

  

Class A Shares

Institutional Shares

  

Class I Shares

Wilmington Small-Cap Strategy Fund

   Wilmington Small-Cap Strategy Fund


Board of Trustees

MTB Group of Funds

December 2, 2011

Page 2

 

Target Funds

  

Acquiring Funds

A Shares

  

Class A Shares

Institutional Shares

  

Class I Shares

Wilmington Aggressive Asset Allocation Fund    Wilmington Strategic Allocation Aggressive Fund

A Shares

  

Class A Shares

Institutional Shares

  

Class I Shares

Wilmington Conservative Asset Allocation Fund    Wilmington Strategic Allocation Conservative Fund

A Shares

  

Class A Shares

Institutional Shares

  

Class I Shares

Wilmington Multi-Manager International Fund    MTB International Equity Fund

A Shares

  

Class A Shares

Institutional Shares

  

Class I Shares

Wilmington Multi-Manager Real Asset Fund    Wilmington Multi-Manager Real Asset Fund

A Shares

  

Class A Shares

Institutional Shares

  

Class I Shares

With regard to the MTB money market funds, on or about January 20, 2012, certain share classes designated above will be renamed pursuant to a plan of recapitalization adopted by the Trust’s Board of Trustees.

In rendering the opinion hereinafter set forth, we have reviewed the Trust’s Agreement and Declaration of Trust (the “Agreement”) and By-laws, each as amended to date, resolutions adopted by the Trust’s Board of Trustees in connection with the Transaction, the form of Agreement and Plan of Reorganization for the Transaction, which was approved by the Trust’s Board of Trustees (the “Plan”), a Good Standing Certificate from the Secretary of the State of Delaware dated December 2, 2011, the Registration Statement to be filed on December 2, 2011 and such other legal and factual matters as we have deemed appropriate.

This opinion is based exclusively on the provisions of the Delaware Statutory Trust Act governing the issuance of the shares of the Trust and the reported case law thereunder, and does not extend to the securities or “blue sky” laws of the State of Delaware or other States.

As to various questions of fact material to our opinion, we have relied upon information provided by officers of the Trust. Additionally, we have assumed that: (i) the Trust will remain a valid and existing statutory trust under the laws of the State of Delaware, and the provisions of the Agreement and By-Laws relating to the issuance of the Shares will not be modified or eliminated; (ii) the registration with the Commission of an indefinite number of the Shares will remain effective; (iii) the Shares of the Acquiring Funds will be issued in accordance with the Trust’s Agreement, By-Laws, Plan and resolutions relating to the creation, authorization and issuance of shares and to the Transaction (the “Resolutions”); (iv) the Resolutions will not be modified or withdrawn and will be in full force and effect on the date of issuance of such shares; (v) the Shares of the Acquiring Funds will be issued against payment therefor as described in the Combined Prospectus/Proxy Statement and Statement of Additional Information relating to the Transaction included in the Registration Statement, and that the payment for such shares will have been at least equal to the net asset value of such Shares; (vi) all documents submitted to us as originals are authentic, the signature(s) thereon are genuine and the persons signing the same


Board of Trustees

MTB Group of Funds

December 2, 2011

Page 3

 

were of legal capacity; (vii) all documents submitted to us as certified or photostatic copies conform to the original documents and that such originals are authentic; and (viii) all certificates of public officials upon which we have relied have been duly and properly given and that any public records reviewed by us are complete and accurate.

On the basis of and subject to the foregoing, it is our opinion that, upon (i) the execution of the Plan with respect to the Transaction and (ii) the prior satisfaction of the conditions contained in the Plan, when issued and paid for upon the terms provided in the Registration Statement and the Plan, the Shares to be issued pursuant to the Registration Statement will be validly issued, fully paid and non-assessable by the Trust.

This opinion is solely for the use of the Trust and may not be referred to or used for any other purpose or relied on by any other persons without our prior written approval. This opinion is limited to the matter set forth in this letter, and no other opinions should be inferred beyond the matters expressly stated.

We hereby consent to the filing of this opinion as an exhibit to the Registration Statement. However, this does not constitute a consent under Section 7 of the Securities Act of 1933, and we have not certified any part of the Registration Statement and do not otherwise come within the categories of persons whose consent is required under Section 7 or under the rules and regulations of the Commission issued thereunder.

 

Very truly yours,
STRADLEY RONON STEVENS & YOUNG, LLP
By:  

/s/ Kenneth L. Greenberg

  Kenneth L. Greenberg, a Partner