N-14

As filed with the Securities and Exchange Commission on April 29, 2016

Securities Act File No. 333-        

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

FORM N-14

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933
Pre-Effective Amendment No.	¨
Post-Effective Amendment No.	¨

(Check appropriate box or boxes)

WILMINGTON FUNDS

(Exact Name of Registrant as Specified in Charter)

1 (800) 836-2211

(Registrant’s Area Code and Telephone Number)

111 SOUTH CALVERT STREET, 26th FLOOR, BALTIMORE, MARYLAND 21202

(Address of Principal Executive Offices)

(Number, Street, City, State, Zip Code)

Michael D. Daniels

Wilmington Funds

111 South Calvert Street, 26th floor

Baltimore, Maryland 21202

(Name and Address of Agent for Service of Process)

(Number, Street, City, State, Zip Code)

With a copy to

Alison M. Fuller, Esq.

Stradley Ronon Stevens & Young, LLP

1250 Connecticut Avenue, N.W., Suite 500

Washington, DC 20036

Approximate date of public offering: As soon as practicable following effectiveness of the Registration Statement.

Registrant has registered an indefinite amount of securities pursuant to Rule 24f-2 under the Investment Company Act of 1940, as amended; accordingly, no fee is payable herewith in reliance upon section 24(f).

It is proposed that this filing will become effective on May 30, 2016, pursuant to Rule 488 under the Securities Act of 1933, as amended.

Preliminary Combined Prospectus/Proxy-Information Statement dated April 29, 2016

Subject to Completion

The information in this Preliminary Combined Prospectus/Proxy-Information-Information Statement is not complete and may be changed. We may not sell these securities until the registration statement filed with the Securities and Exchange Commission is effective. This Preliminary Combined Prospectus/Proxy-Information Statement is not an offer to sell these securities and it is not soliciting an offer to buy these securities in any state where the offer or sale is not permitted.

WILMINGTON FUNDS

Wilmington Prime Money Market Fund

Wilmington Tax-Exempt Money Market Fund

111 South Calvert Street (26^th Floor)

Baltimore, Maryland 21202

1.800.836.2211

June     , 2016

Dear Shareholder:

I am writing to inform you of important events affecting the Wilmington Prime Money Market Fund (the “Prime Fund”) and the Wilmington Tax-Exempt Money Market Fund (the “Tax Exempt Fund”):

The Prime Fund: The Wilmington Funds’ Board of Trustees, having received the recommendation of Wilmington Funds Management Corporation and Wilmington Trust Investment Advisors, Inc., has determined that the reorganization (or merger) of the Prime Fund into the Wilmington U.S. Government Money Market Fund (the “Govt. Fund”) is in the best interests of both the Prime Fund and the Govt. Fund and their respective shareholders, and has approved the reorganization. Under applicable law, you are not required to vote on the reorganization. You are receiving these materials because under relevant Securities and Exchange (“SEC”) guidance, a Prime Fund shareholder is entitled to receive substantially the same information about the Prime Fund—Govt. Fund reorganization as you would receive if you were entitled to vote on the reorganization and we were soliciting your proxy. Please review this Combined Prospectus/Proxy-Information-Information Statement carefully.

On the effective date of the Prime Fund—Govt. Fund reorganization, you will be issued shares of the corresponding class of the Govt. Fund equal in dollar value to the Prime Fund shares you held immediately prior to that date.

The Tax Exempt Fund: The Wilmington Funds’ Board of Trustees, having received the recommendation of Wilmington Funds Management Corporation and Wilmington Trust Investment Advisors, Inc., has determined that the reorganization of the Tax Exempt Fund into the Govt. Fund is in the best interests of both the Tax Exempt Fund and the Govt. Fund and their respective shareholders, and directed that the proposed reorganization be presented to the shareholders of the Tax Exempt Fund for consideration.

There will be a special meeting on August 10, 2016, at 3:00 p.m. EST, for shareholders of the Tax Exempt Fund to vote on the proposed merger. The meeting will take place in our Baltimore office at 111 South Calvert Street, on the 26^th floor. The Wilmington Funds’ Board of Trustees recommends that you vote for the proposed merger.

If you were a shareholder of the Tax Exempt Fund on May 27, 2016, then you are entitled to vote at the meeting.

On the effective date of the Tax Exempt Fund—Govt. Fund reorganization, you will be issued shares of the corresponding class of the Govt. Fund equal in dollar value to the Tax Exempt Fund shares you held immediately prior to that date.

Please read the enclosed materials carefully and cast your vote on the proxy card. Your vote is extremely important, no matter how large or small your holdings.

Please vote your shares promptly in one of these three quick and easy ways:

• Complete the proxy card enclosed in this package; be sure to sign the card before mailing it in the postage-paid envelope

• Call the toll free number on your proxy card and follow the recorded instructions

• Go to the website indicated on your proxy card (www.proxyvote.com) and follow the instructions provided

If we do not hear from you after a reasonable amount of time, our proxy solicitor, Broadridge Financial Solutions, Inc., may call you to remind you to vote.

If you have any questions about voting, please call Wilmington Funds Shareholder Services toll free at (800) 836-2211. Thank you for your participation.

Sincerely,

Christopher D. Randall

President, Wilmington Funds

You could lose money by investing in the Funds. Although each Fund seeks to preserve the value of your investment at $1.00 per share, it cannot guarantee that it will do so. An investment in a Fund is not a deposit of M&T Bank and is not insured or guaranteed by the Federal Deposit Insurance Corporation or any other government agency. Neither the Funds’ investment adviser nor any of its affiliates has a legal obligation to provide financial support to a Fund, and you should not expect that a Funds’ investment adviser or any of its affiliates will provide financial support to a Fund at any time.

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WILMINGTON FUNDS

Wilmington Tax-Exempt Money Market Fund

111 South Calvert Street (26^th Floor)

Baltimore, Maryland 21202

1.800.836.2211

www.wilmingtonfunds.com

NOTICE OF SPECIAL MEETINGS OF SHAREHOLDERS

TO BE HELD ON AUGUST 10, 2016

To Our Wilmington Tax-Exempt Money Market Fund Shareholders:

Notice is hereby given that a special meeting of the shareholders of the Wilmington Tax-Exempt Money Market Fund (the “Tax Exempt Fund”), a series of the Wilmington Funds (the “Trust”), will be held at 3:00 p.m. Eastern Time on August 10, 2016, at the Trust’s principal executive offices at 111 South Calvert Street, 26^th Floor, Baltimore, Maryland 21202 (the “Meeting”). The purpose of the Meeting is to consider and act upon the following proposal, and to transact such other business as may properly come before the Meeting or any adjournments thereof.

The proposal: To approve an Agreement and Plan of Reorganization providing for: (i) the transfer of substantially all of the assets and liabilities of the Tax Exempt Fund into the Wilmington U.S. Government Money Market Fund (the “Govt. Fund” or “Acquiring Fund”) in exchange for shares of the classes of Acquiring Fund indicated below; and (ii) the distribution of the shares of designated classes of Acquiring Fund to the shareholders of the Tax Exempt Fund in liquidation of the Tax Exempt Fund:

Wilmington Tax-Exempt Money Market Fund	Wilmington U.S. Government Money Market Fund
Service Class	Service Class
Select Class	Select Class
Administrative Class	Administrative Class

It is not anticipated that any matters other than the approval of the proposal 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 Combined Prospectus/Proxy-Information Statement. Shareholders of record of the Tax Exempt Fund at the close of business on May 27, 2016, are entitled to notice of, and to vote at, such Meeting and any 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.

The enclosed proxy is being solicited on behalf of the Board of Trustees of the Trust (“Board” or “Trustees”), on behalf of the Tax Exempt Fund.

The Board recommends that the shareholders of the Tax Exempt Fund vote FOR the proposal.

By order of the Board of Trustees

Lisa R. Grosswirth

Secretary, Wilmington Funds

                , 2016

YOUR VOTE IS IMPORTANT—PLEASE VOTE YOUR SHARES PROMPTLY

Shareholders are invited to attend the Meeting in person. Any shareholder who does not expect to attend the Meeting in person is urged to vote using the internet or touch-tone telephone instructions found below or indicate voting instructions on the enclosed proxy card, date and sign it, and return it in the envelope provided, which needs no postage if mailed in the United States. In order to avoid unnecessary expense, we ask your cooperation in responding promptly, no matter how large or small your holdings may be.

INSTRUCTIONS FOR EXECUTING PROXY CARD

The following general rules for executing proxy cards may be of assistance to you and help avoid the time and expense involved in validating your vote if you fail to execute your proxy card properly.

1. Individual Accounts: Your name should be signed exactly as it appears in the registration on the proxy card.

2. Joint Accounts: Either party may sign, but the name of the party signing should conform exactly to a name shown in the registration on the proxy card.

3. All other accounts should show the capacity of the individual signing. This can be shown either in the form of the account registration itself or by the individual executing the proxy card. For example:

REGISTRATION		VALID SIGNATURE
A.	1)    ABC Corp.	John Smith, Treasurer
	2)    ABC Corp. c/o John Smith, Treasurer	John Smith, Treasurer
B.	1)    ABC Corp. Profit Sharing Plan	Ann B. Collins, Trustee
	2)    ABC Trust	Ann B. Collins, Trustee
	3)    Ann B. Collins, Trustee u/t/d 12/28/78	Ann B. Collins, Trustee
C.	Anthony B. Craft, Cust. f/b/o Anthony B. Craft, Jr. UGMA	Anthony B. Craft

INSTRUCTIONS FOR VOTING BY TOUCH-TONE TELEPHONE

1. Read the Combined Prospectus/Proxy-Information Statement and have your proxy card with you.

2. Call the toll-free number indicated on your proxy card.

3. Follow the recorded instructions to cast your vote.

INSTRUCTIONS FOR VOTING BY INTERNET

1. Read the Combined Prospectus/Proxy-Information Statement and have your proxy card with you.

2. Go to the website indicated on your proxy card (www.proxyvote.com).

3. Follow the instructions provided on the website to cast your vote.

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Preliminary Combined Prospectus/Proxy-Information Statement dated May     , 2016

Subject to Completion

The information in this Preliminary Combined Prospectus/Proxy-Information Statement is not complete and may be changed. We may not sell these securities until the registration statement filed with the Securities and Exchange Commission is effective. This Preliminary Combined Prospectus/Proxy-Information Statement is not an offer to sell these securities and it is not soliciting an offer to buy these securities in any state where the offer or sale is not permitted.

COMBINED PROSPECTUS/PROXY-INFORMATION STATEMENT

DATED MAY    , 2016

WILMINGTON FUNDS

111 South Calvert Street (26^th Floor)

Baltimore, Maryland 21202

1.800.836.2211

ACQUISITION OF SUBSTANTIALLY ALL OF THE ASSETS OF

Wilmington Prime Money Market Fund

(the “Prime Fund” or “Target Fund”)

BY AND IN EXCHANGE FOR SHARES OF

Wilmington U.S. Government Money Market Fund

(the “Govt. Fund” or “Acquiring Fund”)

************************

ACQUISITION OF SUBSTANTIALLY ALL OF THE ASSETS OF

Wilmington Tax-Exempt Money Market Fund

(the “Tax Exempt Fund” or “Target Fund”)

BY AND IN EXCHANGE FOR SHARES OF

Wilmington U.S. Government Money Market Fund

(the “Govt. Fund” or “Acquiring Fund”)

This Combined Prospectus/Proxy-Information Statement (“Prospectus/Proxy-Information Statement”) relates to two separate and independent transactions and serves two distinct purposes:

• to inform Prime Fund shareholders about the reorganization of the Prime Fund into the Govt. Fund, which has been approved by the Board of Trustees of the Wilmington Funds (the “Trust”). Prime Fund shareholders are not required to vote on the reorganization.

• to inform Tax Exempt Fund shareholders about the proposed reorganization of the Tax Exempt Fund into the Govt. Fund, which has been approved by the Board of Trustees of the Trust, and the special meeting of shareholders (the “Meeting”) of the Tax Exempt Fund, the purpose of which is to vote on the proposed reorganization, and to solicit proxies from Tax Exempt Fund shareholders to be voted at the Meeting. Tax Exempt Fund shareholders are being asked to vote on the reporganization.

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In each reorganization (each, a “Reorganization”), the Prime Fund or the Tax Exempt Fund and its share classes will be merged into the Govt. Fund and its corresponding share classes, as illustrated in the following table:

Wilmington Prime Money Market Fund	Wilmington U.S. Government Money Market Fund
Service Class	Service Class
Select Class	Select Class
Administrative Class	Administrative Class
Institutional Class	Institutional Class

Wilmington Tax-Exempt Money Market Fund	Wilmington U.S. Government Money Market Fund
Service Class	Service Class
Select Class	Select Class
Administrative Class	Administrative Class

The Meeting will be held at the principal executive offices of the Trust at 111 South Calvert Street, 26^th Floor, Baltimore, Maryland 21202, on August 10, 2016, at 3:00 p.m., Eastern Time. The Board of Trustees of the Trust (the “Board” or the “Trustees”) is soliciting these proxies on behalf of the Tax Exempt Fund.

The Prime Fund, the Tax Exempt Fund and the Govt. Fund are registered, open-end investment companies (mutual funds). In the reorganizations (and assuming that the Tax Exempt Fund’s shareholders vote to approve the Agreement and Plan of Reorganization), shareholders of the Prime Fund and the Tax Exempt Fund will receive Acquiring Fund shares having a total dollar value equivalent to the total dollar value of their investment in their Fund immediately prior to the time of the Reorganization, as determined pursuant to the Agreement and Plan of Reorganization. The Prime Fund and the Tax Exempt Fund will then be liquidated and dissolved.

This Prospectus/Proxy-Information Statement sets forth concisely the information about the proposed Reorganizations and the Govt. Fund that Prime Fund and Tax Exempt Fund shareholders should know about investing in the Govt. Fund.

You should retain this Prospectus/Proxy-Information Statement for future reference. Additional information about Prime Fund, the Tax Exempt Fund and the Govt. Fund and the proposed Reorganizations has been filed with the U.S. Securities and Exchange Commission (the “SEC”) and can be found in the following documents and is incorporated into this Prospectus/Proxy-Information Statement by reference:

• The prospectuses of the Prime Fund, the Tax Exempt Fund and the Govt. Fund, each Acquiring Fund and Target Fund, dated August 31, 2015, as supplemented and amended to date (the “Primary Prospectuses”), all of which are incorporated herein by reference; and

• A statement of additional information (the “SAI”) dated                 , 2016, relating to this Prospectus/Proxy-Information Statement, which has been filed with the SEC and is incorporated herein by reference.

A copy of the Primary Prospectus for the Govt. Fund is enclosed with this Prospectus/Proxy-Information Statement.

You may request a free copy of the SAI relating to this Prospectus/Proxy-Information Statement without charge by calling 1-800-836-2211 or by writing to the Trust at 111 South Calvert Street, 26^th Floor, Baltimore, Maryland 21202.

You can obtain copies of the Primary Prospectuses, the Trust’s statement of additional information, or annual or semi-annual reports without charge by contacting the Trust at 1-800-836-2211, or by visiting www.wilmingtonfunds.com.

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This Prospectus/Proxy-Information Statement will first be sent to shareholders on or about June     , 2016.

THE SECURITIES AND EXCHANGE COMMISSION HAS NOT APPROVED OR DISAPPROVED THESE SECURITIES OR PASSED UPON THE ADEQUACY OF THIS PROSPECTUS/PROXY-INFORMATION STATEMENT. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.

YOU COULD LOSE MONEY BY INVESTING IN A MONEY MARKET FUND. ALTHOUGH EACH FUND SEEKS TO PRESERVE THE VALUE OF YOUR INVESTMENT AT $1.00 PER SHARE, IT CANNOT GUARANTEE THAT IT WILL DO SO. AN INVESTMENT IN A FUND IS NOT A DEPOSIT OF M&T BANK AND IS NOT INSURED OR GUARANTEED BY THE FEDERAL DEPOSIT INSURANCE CORPORATION OR ANY OTHER GOVERNMENT AGENCY. NEITHER THE FUNDS’ INVESTMENT ADVISER NOR ANY OF ITS AFFILIATES HAS A LEGAL OBLIGATION TO PROVIDE FINANCIAL SUPPORT TO A FUND, AND YOU SHOULD NOT EXPECT THAT THE FUNDS’ INVESTMENT ADVISER OR ANY OF ITS AFFILIATES WILL PROVIDE FINANCIAL SUPPORT TO A FUND AT ANY TIME.

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TABLE OF CONTENTS

OVERVIEW	1
THE PROPOSAL
Summary of the Proposal
Comparison of Investment Goals and Strategies	7
Comparison of Principal Risks	9
Comparative Fee Tables and Expenses	11
Expense Examples	15
Comparison of Fund Performance	17
Comparison of Rights of Target Fund and Acquiring Fund Shareholders	19
THE PROPOSED REORGANIZATION	20
Plan of Reorganization	20
Reasons for the Reorganization and Trustees’ Considerations	21
Description of the Securities to be Issued and Form of Organization	22
Federal Income Tax Consequences of the Reorganization	23
Pro Forma Capitalization	23
ADDITIONAL INFORMATION ABOUT THE FUNDS	26
Management of Target Funds and Acquiring Fund	26
Distribution of Target Fund and Acquiring Fund Shares	26
Other Service Providers	26
Pricing of Shares	26
Comparison of Sales Charges and Fees	27
Purchases, Redemptions and Exchange of Shares	27
Additional Payments to Financial Intermediaries	27
Dividends and Distributions	27
Financial Highlights	28
VOTING INFORMATION	29
Instruction for Voting by Touch-Tone telephone	29
Instruction for Voting by Internet	29
Solicitation of Votes	30
Quorum and Voting Requirements	30
Effect of Abstention and Broker “Non-Votes”	31
Adjournment	31
Other Matters	31
Future Shareholder Proposals	31
Record Date and Outstanding Shares	31
Information About the Funds	36
APPENDIX A: FORM OF AGREEMENT AND PLAN OF REORGANIZATION	A-1
APPENDIX B: FINANCIAL HIGHLIGHTS	B-1

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OVERVIEW

This is a summary of the information that is contained elsewhere in this Prospectus/Proxy-Information Statement, as well as in the Plan, as defined below, the Primary Prospectuses, and the SAI for this Prospectus/Proxy-Information Statement. Shareholders should read this entire Prospectus/Proxy-Information Statement and the Primary Prospectuses (the Primary Prospectus for Acquiring Fund accompanies this Prospectus/Proxy-Information Statement) carefully for more complete information.

As noted above, when we need to refer to a Target Fund or Acquiring Fund specifically, we use the following, shortened names:

Wilmington Prime Money Market Fund:	Prime Fund
Wilmington Tax-Exempt Money Market Fund:	Tax Exempt Fund
Wilmington U.S. Government Money Market Fund:	Govt. Fund

Although Prime Fund shareholders are not voting on the Prime Fund—Govt. Fund Reorganization and Tax Exempt Fund shareholders are voting on the Tax Exempt Fund—Govt. Fund Reorganization, much of the disclosure and discussion in this Prospectus/Proxy-Information Statement applies equally to each of the Reorganizations. Accordingly, when we use the term “Target Fund,” it means either the Prime Fund or the Tax Exempt Fund, and the term “Acquiring Fund” means the Govt. Fund. For example, if you are a shareholder in the Wilmington Prime Money Market Fund, then any discussion involving “Target Fund” and “Acquiring Fund” means your fund and the Govt. Fund, and any reference to “the Reorganization” means the reorganization of your fund into the Govt. Fund. The same terminology would apply if you are a shareholder in the Tax Exempt Fund. In addition, Target Funds and Acquiring Fund may also be referred to individually as a “Fund” or collectively as the “Funds.”

I am a Prime Fund shareholder. Why am I receiving this document?

You are receiving this Prospectus/Proxy-Information Statement because under relevant SEC guidance, you are entitled to receive substantially the same information about the Prime Fund—Govt. Fund Reorganization as you would receive if you were entitled to vote on the reorganization and we were soliciting your proxy.

I am a Tax Exempt Fund shareholder. Why am I receiving this document?

You are receiving this Prospectus/Proxy-Information Statement because you are entitled to vote on the reorganization of the Tax Exempt Fund into the Govt. Fund. We are soliciting your proxy, and under applicable SEC rules, we are required to send you this information.

I am a Tax Exempt Fund shareholder. What proposal am I being asked to vote on?

As a Tax Exempt Fund shareholder, you are being asked to vote on an Agreement and Plan of Reorganization (the “Plan”). The Reorganization consists of the transfer by Tax Exempt Fund of substantially all of its assets, except for assets in an amount deemed necessary to discharge Tax Exempt Fund’s liabilities, to Acquiring Fund in exchange for shares of Acquiring Fund having a value equal to the net assets of Tax Exempt Fund, as determined pursuant to the Plan. The Acquiring Fund shares will be issued to Tax Exempt Fund shareholders as part of the liquidation of Tax Exempt Fund. Shareholders of a share class of Tax Exempt Fund will receive their pro rata portion of the shares of the corresponding class of Acquiring Fund as of the time the Reorganization occurs. Shareholders will receive shares having a total dollar value equal to the total dollar value of their investment in the Tax Exempt Fund immediately prior to the Reorganization. The Plan contemplates the Reorganization of Tax Exempt Fund and its share classes into the Acquiring Fund and its corresponding share classes as set forth below.

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If you do not wish to have your Tax Exempt Fund shares exchanged for shares of Acquiring Fund as part of the applicable Reorganization, then you should redeem your shares prior to the completion of the Reorganization on August 22, 2016.

The Plan is subject to certain closing conditions and termination rights, including the right of the Board of Trustees of the Trust (the “Board” or the “Trustees”) to terminate the Plan with respect to a Target Fund or Acquiring Fund, as applicable, if it determines that proceeding with the applicable Reorganization is not in the best interests of a Target Fund or Acquiring Fund.

I am a Prime Fund shareholder. Why don’t I get to vote on the Reorganization?

Under SEC rules, shareholder approval of the Prime Fund—Govt. Fund Reorganization is not required since: (i) the two funds’ fundamental policies and advisory contracts are not materially different; (ii) the independent trustees of the Prime Fund will comprise a majority of the independent trustees of the Govt. Fund; and (iii) the Rule 12b-1 distribution fees that the Govt. Fund is authorized to pay are not greater than those of the Prime Fund. In addition, the Wilmington Funds’ declaration of trust does not require shareholder approval of the reorganization.

If you do not wish to have your Prime Fund shares exchanged for shares of the Govt. Fund as part of the Reorganization, then you should redeem your shares prior to the completion of the Reorganization on August 15, 2016.

What is the anticipated timing of the Reorganization?

The Prime Fund—Govt. Fund Reorganization is expected to occur immediately following the close of business on August 12, 2016, or such other date and time as the two Funds may agree.

The meeting of Tax Exempt Fund shareholders is scheduled to occur on August 10, 2016. Assuming that the shareholders approve the Reorganization, it will take place immediately following the close of business on August 19, 2016, or such other date and time as the two Funds may agree.

With respect to each Reorganization, “Closing Date” means the date specified above as the date on which the Reorganization is expected to occur.

Why has the Prime Fund Reorganization been approved, and why is the Tax Exempt Fund Reorganization being proposed?

The SEC’s 2014 money market fund reforms (“MMF Reform”) have transformed the $2.8+ trillion U.S. money market fund business. Commencing on October 14, 2016, a prime or tax-exempt money market fund with institutional shareholders must operate with a floating net asset value (“FNAV”), and be subject to the potential for Board-imposed liquidity fees and suspensions of redemptions (“fees and gates”) if the fund’s “weekly liquid assets” decline below certain levels. In general, a prime or tax-exempt money market fund with retail shareholders only may continue to use amortized cost pricing to maintain a stable (i.e., $1.00) net asset value, and will also be subject to fees and gates. Also under MMF Reform, a U.S. Government money market fund must invest at least 99.5% of its assets (rather than the current 80%) in U.S. government securities. A U.S. Government money market fund will maintain a stable (i.e., $1.00 per share) net asset value, and will not be subject to fees and gates (unless a fund board affirmatively decides otherwise and notifies shareholders in advance).

As discussed in more detail in the next question-and-answer, Wilmington Funds Management Corporation (“WFMC”) and Wilmington Trust Investment Advisors, Inc. (“WTIA” and, together with WFMC, “Adviser”), the investment adviser and primary subadviser, respectively, to Target Funds and Acquiring Fund, believe that

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the Reorganizations are the responses to MMF Reform that are in the best interests of the Target Funds and their shareholders.

For information regarding the specific factors that were considered by the Trustees, please refer to the “The Proposed Reorganization—Reasons for the Reorganization and Trustees’ Considerations” section below.

How would the Reorganization benefit shareholders of Target Fund?

Adviser believes that on and after October 14, 2016, substantially all Prime Fund and Tax Exempt Fund shareholders will prefer, for the near future at least, a money market fund product that most closely resembles the pre-MMF Reform money market fund in which they were invested. In other words, Adviser believes that you will prefer a money market fund that seeks to maintain a stable, $1.00 NAV and that is not subject to fees and gates. The Govt. Fund satisfies these preferences.

A substantial number of Prime Fund and Tax Exempt Fund shareholders have bank, brokerage and other accounts at M&T Bank, M&T Securities, Inc., Wilmington Trust, N.A., and Wilmington Trust Company that are linked to Prime Fund and Tax Exempt Fund accounts so that excess cash can be swept into a money market fund investment and swept back out as needed. A number of systems vendors to these financial services affiliates of Adviser are not adjusting their products to accommodate sweeping cash into and out of a money market fund with a floating net asset value. Accordingly, these affiliates must provide a stable NAV money market fund for their sweep account products. The Govt. Fund is already an investment choice for sweep account products at M&T Bank, M&T Securities, Inc., Wilmington Trust, N.A., and Wilmington Trust Company, so the Reorganizations will provide a seamless and efficient way to transition Prime Fund and Tax Exempt Fund shareholders with sweep accounts into a money market fund that is compatible with these institutions’ systems.

Who bears the expenses associated with the Reorganization?

All expenses of the Reorganizations, including the cost of the solicitation of Tax Exempt Fund shareholders and any costs directly associated with preparing, filing, printing, and distributing to Target Fund shareholders all materials relating to this Prospectus/Proxy-Information Statement, as well as the conversion costs associated with the Reorganizations, will be borne by Adviser or its affiliates. In addition to solicitations through the mail, proxies from Tax Exempt Fund shareholders may be solicited by officers, employees, and agents of the Trust, Adviser and its affiliates, or, if necessary, a communications firm retained for this purpose.

The Target Funds and Acquiring Fund may incur brokerage fees and other transaction costs associated with the disposition and/or purchase of securities in contemplation of or as a result of the Reorganizations. Adviser estimates that portfolio repositioning costs incurred by Target Funds and Acquiring Fund before and after the Reorganizations will be immaterial.

In addition, the sale of securities by a Target Fund prior to its Reorganization, whether in the ordinary course of business or in anticipation of the Reorganization, could increase the amount of the final distribution made by Target Fund prior to the Reorganization. Immediately prior to the Closing Date of its Reorganization, Target Fund will declare and pay to shareholders a final distribution consisting of all of its undistributed investment company taxable income, net capital gain and at least 90% of its tax-exempt net income, if any, for taxable years ending on or before the Closing Date.

What are the federal income tax consequences of the Reorganizations?

Adviser anticipates that the Reorganizations will be treated as taxable, not tax-free, transactions. However, because each Target Fund and Acquiring Fund effect transactions in shares at $1.00 per share, the Reorganizations will result in no material adverse federal income tax consequences to the Funds or their shareholders. Due to the taxable treatment of the Reorganizations, Target Fund tax attributes, such as asset basis and holding period, will not carry over to Acquiring Fund.

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How will the number of shares of the Acquiring Fund that I will receive be determined?

As a Target Fund shareholder, you will receive your pro rata share of Acquiring Fund shares of the appropriate class received by the Target Fund in the Reorganization. The number of shares that Target Fund’s shareholders will receive will be based on the relative net asset values of Target Fund and Acquiring Fund as of 4:00 p.m., Eastern Time, on the Closing Date. Target Fund’s assets will be valued using the valuation procedures used to value the assets of the Acquiring Fund. The total value of your holdings should not change as a result of the Reorganization.

How do the fees of Acquiring Fund compare to those of Target Fund?

The contractual investment advisory fees of Acquiring Fund are the same as the contractual investment advisory fee of Target Fund.

For more information, please see “Comparative Fee Tables and Expenses” and “Management of the Target Funds and Acquiring Funds” below.

Will I have to pay any front-end sales charges, contingent deferred sales charges or redemption fee in connection with the Reorganization?

No. You will not have to pay any front-end sales charge, contingent deferred sales charge (“CDSC”) or redemption fee in connection with the Reorganization, which means that the aggregate value of Acquiring Fund shares issued to you in the Reorganization will equal the aggregate value of Target Fund shares you own immediately prior to the Reorganization.

How do the share purchase, redemption and exchange procedures of Acquiring Fund compare to those of Target Fund?

They are the same. For more information concerning the share purchase, redemption and exchange procedures of Acquiring Fund and Target Fund, please see the Primary Prospectuses.

Are the investment goals and strategies of Target Fund similar to the investment goals and strategies of Acquiring Fund?

Prime Fund. The investment goals of the Prime Fund and the Govt. Fund are identical. The principal investment strategies are similar, with the exception that the Govt. Fund may not invest in corporate, municipal or asset-backed obligations. Consequently, in a non-zero interest rate policy environment, the yield to shareholders in the Govt. Fund would be lower than the yield to shareholders in the Prime Fund, because the Prime Fund may invest in higher yielding (and riskier), non-U.S. government related securities. In addition, the increased demand for government securities as a result of MMF Reform is likely to depress yields on those securities and exacerbate the typical yield differential between prime and government money market funds.

Tax Exempt Fund. While the Govt. Fund will continue to meet the current income, stability and liquidity objectives of a Tax Exempt Fund shareholder, the Govt. Fund is not managed to meet the Tax Exempt Fund shareholder’s objective of having that income be exempt from federal income tax. A Tax Exempt Fund shareholder who wishes to maintain the federal income tax benefits offered by the Tax Exempt Fund will have to redeem (or be liquidated) and invest in a retail or institutional tax exempt fund offered by another provider.

For a detailed comparison of each Fund’s investment goals and strategies, see the “Comparison of Investment Goals and Strategies” section below.

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Do the fundamental investment policies differ between Target Fund and Acquiring Fund?

The fundamental investment policies of Target Fund and Acquiring Fund regarding issuer diversification, industry concentration, borrowing money, issuing senior securities, purchasing securities on margin, underwriting securities, purchasing or selling real estate, purchasing or selling commodities or commodity contracts, and making loans are substantially similar to one another, and include investment policies required by the Investment Company Act of 1940, as amended (“1940 Act”).

Will any changes to Acquiring Fund occur as a result of the Reorganization?

Yes. After the Reorganization with the Tax Exempt Fund occurs (assuming that it is approved), and prior to October 14, 2016, the “Principal Investment Strategies” of the Govt. Fund will be revised to require that the Fund invest at least 99.5% of its assets in U.S. government securities. On and after October 14, 2016, the Govt. Fund must satisfy this minimum investment requirement in order to call itself a “government money market fund,” maintain a stable NAV of $1.00, and not be subject to fees and gates.

I am a Tax Exempt Fund shareholder. How many votes am I entitled to cast?

As a shareholder of the Tax Exempt Fund, you are entitled to one vote for each whole share, and a proportionate fractional vote for each fractional share, that you own of the Tax Exempt Fund on the record date. The record date is May 27, 2016 (the “Record Date”).

Completion of the Tax Exempt Fund’s Reorganization is conditioned on the approval of the Reorganization by the Tax Exempt Fund’s shareholders. The Reorganization of the Prime Fund is not dependent on the approval of the Reorganization of the Tax Exempt Fund.

I am a Tax Exempt Fund shareholder. How do I vote my Tax Exempt Fund shares?

You may vote your shares in person at the Meeting or by completing and signing the enclosed proxy card and mailing it in the enclosed postage-paid envelope. You may also vote by touch-tone telephone by calling the toll-free number printed on your proxy card and following the recorded instructions, or by Internet by going to the website printed on your proxy card and following the instructions. If you need any assistance, or have any questions regarding the proposal or how to vote your shares, please call 1-800-836-2211.

I am a Tax Exempt Fund shareholder. What are the quorum and approval requirements for the Tax Exempt Fund Reorganization?

Holders of at least one-third of the total number of shares of the Tax Exempt Fund that are outstanding as of the Record Date, and who are present in person or by proxy at the Meeting, shall constitute a quorum for the purpose of voting on the proposal. Approval of the Reorganization requires the affirmative vote of 67% or more of the voting securities present at the Meeting, if the holders of more than 50% of the outstanding voting securities of the Tax Exempt Fund are present or represented by proxy, or of more than 50% of the outstanding voting securities of the Tax Exempt Fund, whichever is less (“1940 Act Majority”).

I am a Tax Exempt Fund shareholder. What if there are not enough votes to reach a quorum or to approve the Tax Exempt Fund Reorganization by the scheduled Meeting date?

If there are not sufficient votes to approve the proposal or to achieve a quorum by the time of the Meeting, the Meeting may be adjourned from time to time to permit further solicitation of proxy votes. To facilitate the receipt of a sufficient number of votes, we may need to take additional action. Broadridge Financial Solutions, Inc., a proxy solicitation firm, or other persons who are affiliated with Adviser, the Trust or its affiliates, may contact you by mail or telephone. Therefore, we encourage shareholders to vote as soon as they review the enclosed proxy materials to avoid additional mailings or telephone calls.

5

Voting your shares immediately will help minimize additional solicitation expenses and prevent the need to make a call to you to solicit your vote.

I am a Tax Exempt Fund shareholder. What happens if the Reorganization is not approved by the Tax Exempt Fund’s shareholders?

If the shareholders of the Tax Exempt Fund do not approve its Reorganization, then it is likely that the Adviser would liquidate the Fund. As of October 14, 2016, all institutional shareholders would have to be transitioned out of the Fund, and the resulting retail-only fund would likely be too small to be sustainable. Retail shareholders who do not wish to be subject to fees and gates would likely migrate to a government money market fund, further shrinking the Tax Exempt Fund.

I am a Prime Fund shareholder. What happens if the Tax Exempt Fund Reorganization is not approved by that Fund’s shareholders?

The Prime Fund Reorganization will occur regardless of whether Tax Exempt Fund Reorganization is approved by shareholders.

What else should I know?

You could lose money by investing in the Govt. Fund. Although the Govt. Fund seeks to preserve the value of your investment at $1.00 per share, it cannot guarantee that it will do so. An investment in the Govt. Fund is not a bank deposit and is not insured or guaranteed by the Federal Deposit Insurance Corporation or any other government agency. Neither Adviser nor any of its affiliates has a legal obligation to provide financial support to the Govt. Fund, and you should not expect that Adviser or any of its affiliates will provide financial support to the Govt. Fund at any time.

Do the principal risks associated with investments in Target Fund differ from the principal risks associated with investments in Acquiring Fund?

The principal risks associated with investments in the Prime Fund and the Govt. Fund are similar in that they are subject to credit risk and interest rate risk. The Prime Fund is also subject to call risk, credit risk from asset-backed securities, liquidity risk, municipal securities risk and prepayment risk.

The principal risks associated with investments in the Tax Exempt Fund and the Govt. Fund are similar in that they are subject to credit risk and interest rate risk. The Tax Exempt Fund is also subject to liquidity risk, municipal securities risk and tax risk.

For a detailed comparison of each Fund’s principal investment risks, see “Comparison of Principal Risks” below.

6

COMPARISON OF THE FUNDS

The following discussion is qualified in its entirety by reference to the Primary Prospectuses and the SAI for this Prospectus/Proxy-Information Statement, as well as the SAIs for Target Fund and Acquiring Fund.

Comparison of Investment Goals and Strategies

The following summarizes the investment goals, principal investment strategies and management differences, if any, between Target Fund and its corresponding Acquiring Fund:

	Prime Fund (Target Fund)	Govt. Fund (Acquiring Fund)
Investment Goal	The Fund seeks to provide current income while maintaining liquidity and stability of principal.	The Fund seeks to provide current income while maintaining liquidity and stability of principal.
Investment Strategies	Under normal circumstances, the Fund seeks to achieve its goal by investing at least 80% of its net assets in money market instruments comprising a diversified portfolio of high quality, short-term debt obligations issued by the U.S. government and its agencies, corporations, and repurchase agreements secured by these obligations. The Fund may also invest in municipal securities and asset backed securities. In selecting securities for the Fund, the investment advisor considers factors such as current yield, the anticipated level of interest rates, and the maturity of the instrument relative to the maturity of the entire Fund. In addition, the Fund may purchase only securities that meet certain SEC requirements relating to maturity, diversification and credit quality, and must meet certain SEC requirements relating to portfolio liquidity. Under these requirements, the Fund’s securities must have remaining maturities of 397 days or less, and the Fund must have a dollar-weighted average maturity of 60 days or less and a dollar-weighted average life of 120 days or less.	Under normal circumstances, the Fund seeks to achieve its goal by investing at least 80% of its net assets in money market instruments comprising a diversified portfolio of high quality, short-term debt obligations issued by the U.S. government and its agencies, and repurchase agreements secured by these obligations. In selecting securities for the Fund, the investment advisor considers factors such as current yield, the anticipated level of interest rates, and the maturity of the instrument relative to the maturity of the entire Fund. In addition, the Fund may purchase only securities that meet certain SEC requirements relating to maturity, diversification and credit quality, and must meet certain SEC requirements relating to portfolio liquidity. Under these requirements, the Fund’s securities must have remaining maturities of 397 days or less, and the Fund must have a dollar-weighted average maturity of 60 days or less and a dollar-weighted average life of 120 days or less.

As you can see from the above table, the investment goals of the Prime Fund and the Govt. Fund are the same. The principal investment strategies of the two Funds are similar, and both Funds may only purchase securities that meet the maturity, diversification, credit quality and liquidity requirements of the SEC. Unlike the

7

Prime Fund, the Govt. Fund may not invest in corporate, municipal or asset-backed obligations. Consequently, in a non-zero interest rate policy environment, the yield to shareholders in the Govt. Fund would be lower than the yield to shareholders in the Prime Fund, because the Prime Fund may invest in higher yielding (and riskier) ), non-U.S. government related securities. In addition, the increased demand for government securities as a result of MMF Reform is likely to depress yields on those securities and exacerbate the typical yield differential between prime and government money market funds.

	Tax Exempt Fund (Target Fund)	Govt. Fund (Acquiring Fund)
Investment Goal	The Fund seeks to provide current income that is exempt from federal income taxes while maintaining liquidity and stability of principal.	The Fund seeks to provide current income while maintaining liquidity and stability of principal.
Investment Strategies	The Fund seeks to achieve its investment goal by investing in high quality, short-term municipal money market instruments, including variable rate demand instruments, that pay interest exempt from federal income tax. The issuers of these securities may be state and local governments and agencies located in any of the 50 states, the District of Columbia, Puerto Rico, and other U.S. territories and possessions. The Fund maintains a fundamental policy that, under normal circumstances, it will invest its net assets so that at least 80% of income it distributes will be exempt from federal income tax, including the federal alternative minimum tax (“AMT”). In selecting securities for the Fund, the investment advisor considers factors such as current yield, the anticipated level of interest rates, and the maturity of the instrument relative to the maturity of the entire Fund. In addition, the Fund may purchase only securities that meet certain SEC requirements relating to maturity, diversification and credit quality, and must meet certain SEC requirements relating to portfolio liquidity. Under these requirements, the Fund’s securities must have remaining maturities of 397 days or less, and the Fund must have a dollar-weighted average maturity of 60 days or less and a dollar-weighted average life of 120 days or less.	Under normal circumstances, the Fund seeks to achieve its investment goal by investing at least 80% of its net assets in money market instruments comprising a diversified portfolio of high quality, short-term debt obligations issued by the U.S. government and its agencies, and repurchase agreements secured by these obligations. In selecting securities for the Fund, the investment advisor considers factors such as current yield, the anticipated level of interest rates, and the maturity of the instrument relative to the maturity of the entire Fund. In addition, the Fund may purchase only securities that meet certain SEC requirements relating to maturity, diversification and credit quality, and must meet certain SEC requirements relating to portfolio liquidity. Under these requirements, the Fund’s securities must have remaining maturities of 397 days or less, and the Fund must have a dollar-weighted average maturity of 60 days or less and a dollar-weighted average life of 120 days or less.

8

As you can see from the above table, the investment goals of the Tax Exempt Fund and the Govt. Fund are similar, in that both Funds seek to provide current income while maintaining liquidity and a stable price. Both Funds may only purchase securities that meet the maturity, diversification, credit, quality and liquidity requirements of the SEC. Unlike the Tax Exempt Fund, the Govt. Fund does not invest in state and local government securities and does not seek to provide income that is exempt from federal income tax, so a Tax Exempt Fund shareholder who wishes to maintain the federal income tax benefits offered by that Fund will have to redeem (or be liquidated) and invest in a retail or institutional tax exempt fund offered by another provider.

Comparison of Principal Risks

As shown in the charts below, the principal risks associated with Target Fund are more extensive than those of Acquiring Fund, since Target Fund may invest in more, and riskier, types of securities.

The actual risks of investing in each Fund depend on the securities held in each Fund’s portfolio and on market conditions, both of which change over time. Many factors affect a Fund’s performance. A Fund’s share price may change daily based on changes in market conditions and interest rates and in response to other economic, political, or financial developments. A Fund’s reaction to these developments will be affected by the types of securities in which the Fund invests, the financial condition, industry and economic sector, and geographic location of an issuer, and the Fund’s level of investment in the securities of that issuer.

You could lose money by investing in a Fund. Although each Fund seeks to preserve the value of your investment at $1.00 per share, it cannot guarantee that it will do so. An investment in a Fund is not a deposit of M&T Bank and is not insured or guaranteed by the Federal Deposit Insurance Corporation or any other government agency. Neither Adviser nor any of its affiliates has a legal obligation to provide financial support to a Fund, and you should not expect that Adviser or any of its affiliates will provide financial support to a Fund at any time.

PRIME FUND INTO GOVT. FUND

Principal Risk	Fund Subject to Risk
Call Risk—Issuers of securities may redeem the securities prior to maturity at a price below their current market value.	Prime Fund
Credit Risk—There is a possibility that issuers of securities in which the Fund invests may default in the payment of interest or principal on the securities when due, which would cause the Fund to lose money.	Both Funds
Credit Risk/Asset Backed Securities—The credit quality of most asset-backed securities depends primarily on the credit quality of the assets underlying such securities, how well the entity issuing the security is insulated from the credit risk of the originator or any other affiliated entities, and the amount and quality of any credit enhancement of the securities.	Prime Fund
Interest Rate Risk—The risk posed by the fact that prices of fixed income securities rise and fall inversely in response to interest rate changes. In addition, this risk increases the length of the maturity of the fixed income security. Accordingly, the yield earned by a Fund will vary with changes in interest rates. Also, when interest rates fall, the price of mortgage-backed securities may not rise to as great an extent as that of other fixed income securities. Duration is a measure of the expected life of a debt security that is used to determine the sensitivity of the security’s price to changes in interest rates. Generally, the longer the Fund’s duration, the more sensitive the Fund will be to changes in interest rates.	Both Funds

9

Principal Risk	Fund Subject to Risk
Liquidity Risk—Liquidity risk is the risk that the Fund will experience significant net redemptions of Fund shares at a time when it cannot find willing buyers for its portfolio securities or can only sell its portfolio securities at a material loss.	Prime Fund
Municipal securities risk—The Fund will likely be impacted by events tied to the overall municipal securities markets. Those markets can be volatile and significantly affected by unfavorable legislative or political developments and adverse changes in the financial conditions of municipal securities issuers and the economy. Further, a fund that invests in the securities of a particular bond market sector (e.g., healthcare, housing or one political subdivision) is subject to the risk that adverse circumstances will have a greater impact on the fund than a fund that does not make such sector investments. It is possible that economic, business or political developments or other changes affecting one security in the sector will affect other securities in that sector in the same manner, thereby increasing the risk of such investments.	Prime Fund
Prepayment Risk—The risk that a mortgage-backed or other asset-backed security may be paid off and proceeds delivered to a Fund earlier than anticipated. Prepayment risk is more prevalent during periods of falling interest rates.	Prime Fund

As a result of the Reorganization, shareholders of the Prime Fund will be exposed to fewer risks as shareholders in the Govt. Fund, which reflects the much narrower range of securities in which the Govt. Fund may invest.

TAX EXEMPT FUND INTO GOVT. FUND

Principal Risk	Fund Subject to Risk
Credit Risk—There is a possibility that issuers of securities in which the Fund invests may default in the payment of interest or principal on the securities when due, which would cause the Fund to lose money.	Both Funds
Interest Rate Risk—The risk posed by the fact that prices of fixed income securities rise and fall inversely in response to interest rate changes. In addition, this risk increases the length of the maturity of the fixed income security. Accordingly, the yield earned by a Fund will vary with changes in interest rates. Also, when interest rates fall, the price of mortgage-backed securities may not rise to as great an extent as that of other fixed income securities. Duration is a measure of the expected life of a debt security that is used to determine the sensitivity of the security’s price to changes in interest rates. Generally, the longer the Fund’s duration, the more sensitive the Fund will be to changes in interest rates.	Both Funds
Liquidity Risk—The risk that certain securities may be difficult or impossible for a Fund to sell or dispose of at a price at which the Fund has valued the security.	Tax Exempt Fund
Municipal securities risk—The Fund will likely be impacted by events tied to the overall municipal securities markets. Those markets can be volatile and significantly affected by unfavorable legislative or political developments and adverse changes in the financial conditions of municipal securities issuers and the economy. Further, a fund that invests in the securities of a particular bond market sector (e.g., healthcare, housing or one political subdivision) is subject to the risk that adverse circumstances will have a greater impact on the fund than a fund that does not make such sector investments. It is possible that economic, business or political developments or other changes affecting one security in the sector will affect other securities in that sector in the same manner, thereby increasing the risk of such investments.	Tax Exempt Fund
Tax Risk—Failure of a municipal security to meet certain legal requirements may cause the interest received and distributed by the Fund to shareholders to be taxable.	Tax Exempt Fund

10

As a result of the Reorganization, shareholders of the Tax Exempt Fund will be exposed to fewer risks as shareholders in the Govt. Fund, which reflects the much narrower range of securities in which the Govt. Fund may invest.

Comparative Fee Tables and Expenses

The tables below allow a shareholder to compare the sales charges, management fees and expense ratios of Target Fund with Acquiring Fund and to analyze the estimated expenses that Acquiring Fund expects to bear following the Reorganization. The shareholder transaction expenses presented below show the maximum sales charge (load) on purchases of Fund shares as a percentage of offering price, and the maximum contingent deferred sales charge on redemption of Fund shares as a percentage of original purchase price or redemption proceeds, as applicable. However, you will not have to pay any sales charge on any shares of Acquiring Fund received as part of the Reorganization. Annual Fund Operating Expenses are paid by each Fund. They include management fees, administrative costs and distribution and shareholder servicing fees, including pricing and custody services. In addition, following the presentation of historical operating expense information, Annual Fund Operating Expenses (and related Expense Examples) are presented on a pro forma combined basis.

The Annual Fund Operating Expenses shown in the tables below are based on expenses for the twelve-month period ended October 31, 2015. However, the rate at which expenses are accrued during the fiscal year may not be constant and, at any particular point, may be greater or less than the stated average percentage. Also shown are the Annual Fund Operating Expenses for Acquiring Fund on a pro forma basis as of October 31, 2015, after giving effect to the proposed Reorganization, based on combined net assets as if the transaction had occurred on November 1, 2014.

Prime Fund into Govt. Fund

Prime Fund (Target Fund)

Govt. Fund (Acquiring Fund)

Service Class

Select Class

Admin Class

Inst’l Class

Service Class

Select Class

Admin Class

Inst’l Class

Shareholder Fees (fees paid directly from your investment)

Maximum Sales Charge (Load) imposed on purchase (as a percentage of offering price)

None

None

None

None

None

None

None

None

Maximum Deferred Sales Charge (Load)

None

None

None

None

None

None

None

None

Maximum Sales Charge (Load) Imposed on reinvested dividends (and distributions)

None

None

None

None

None

None

None

None

Redemption Fee

None

None

None

None

None

None

None

None

Exchange Fee

None

None

None

None

None

None

None

None

11

	Acquiring Fund after Reorganization
	Service Class		Select Class		Admin Class		Inst’l Class
Shareholder Fees (fees paid directly from your investment)
Maximum Sales Charge (Load) imposed on purchase (as a percentage of offering price)		None		None		None		None
Maximum Deferred Sales Charge (Load)		None		None		None		None
Maximum Sales Charge (Load) Imposed on reinvested dividends (and distributions)		None		None		None		None
Redemption Fee		None		None		None		None
Exchange Fee		None		None		None		None

	Prime Fund (Target Fund)								Govt. Fund (Acquiring Fund)
	Service Class		Select Class		Admin Class		Inst’l Class		Service Class		Select Class		Admin Class		Inst’l Class
Annual Fund Operating Expenses (expenses that you pay each year as a percentage of the value of your investment)
Management Fee		0.40%		0.40%		0.40%		0.40%		0.40%		0.40%		0.40%		0.40%
Distribution and/or Service (12b-1) Fees		0.25%		None		0.25%		None		0.25%		None		0.25%		None
Other Expenses		0.33%		0.33%		0.33%		0.08%		0.32%		0.32%		0.32%		0.07%
Total Annual Fund Operating Expenses		0.98%		0.73%		0.98%		0.48%		0.97%		0.72%		0.97%		0.47%

	Acquiring Fund after Reorganization with the Target Fund (pro forma combined)
	Service Class		Select Class		Admin Class		Inst’l Class
Annual Fund Operating Expenses (expenses that you pay each year as a percentage of the value of your investment)
Management Fee		0.40%		0.40%		0.40%		0.40%
Distribution and/or Service (12b-1) Fees		0.25%		None		0.25%		None
Other Expenses		0.32%		0.32%		0.32%		0.07%
Total Annual Fund Operating Expenses		0.97%		0.72%		0.97%		0.47%

12

Tax Exempt Fund into Govt. Fund

Tax Exempt Fund (Target Fund)

Govt. Fund (Acquiring Fund)

Service Class

Select Class

Admin Class

Inst’l Class

Service Class

Select Class

Admin Class

Inst’l Class

Shareholder Fees (fees paid directly from your investment)

Maximum Sales Charge (Load) imposed on purchase (as a percentage of offering price)

None

None

None

None

None

None

None

None

Maximum Deferred Sales Charge (Load)

None

None

None

None

None

None

None

None

Maximum Sales Charge (Load) Imposed on reinvested dividends (and distributions)

None

None

None

None

None

None

None

None

Redemption Fee

None

None

None

None

None

None

None

None

Exchange Fee

None

None

None

None

None

None

None

None

	Acquiring Fund after Reorganization
	Service Class		Select Class		Admin Class		Inst’l Class
Shareholder Fees (fees paid directly from your investment)
Maximum Sales Charge (Load) imposed on purchase (as a percentage of offering price)		None		None		None		None
Maximum Deferred Sales Charge (Load)		None		None		None		None
Maximum Sales Charge (Load) Imposed on reinvested dividends (and distributions)		None		None		None		None
Redemption Fee		None		None		None		None
Exchange Fee		None		None		None		None

	Tax Exempt Fund (Target Fund)						Govt. Fund (Acquiring Fund)
	Service Class		Select Class		Admin Class		Service Class		Select Class		Admin Class		Inst’l Class
Annual Fund Operating Expenses (expenses that you pay each year as a percentage of the value of your investment)
Management Fee		0.40%		0.40%		0.40%		0.40%		0.40%		0.40%		0.40%
Distribution and/or Service (12b-1) Fees		0.25%		None		0.25%		0.25%		None		0.25%		None
Other Expenses		0.36%		0.36%		0.36%		0.32%		0.32%		0.32%		0.07%
Total Annual Fund Operating Expenses		1.01%		0.76%		1.01%		0.97%		0.72%		0.97%		0.47%

13

	Acquiring Fund after Reorganization with the Target Fund (pro forma combined)
	Service Class		Select Class		Admin Class		Inst’l Class
Annual Fund Operating Expenses (expenses that you pay each year as a percentage of the value of your investment)
Management Fee		0.40%		0.40%		0.40%		0.40%
Distribution and/or Service (12b-1) Fees		0.25%		None		0.25%		None
Other Expenses		0.32%		0.32%		0.32%		0.07%
Total Annual Fund Operating Expenses		0.97%		0.72%		0.97%		0.47%

Prime Fund and Tax Exempt Fund into Govt. Fund

Prime Fund (Target Fund)

Tax Exempt Fund (Target Fund)

Service Class

Select Class

Admin Class

Inst’l Class

Service Class

Select Class

Admin Class

Inst’l Class

Shareholder Fees (fees paid directly from your investment)

Maximum Sales Charge (Load) imposed on purchase (as a percentage of offering price)

None

None

None

None

None

None

None

None

Maximum Deferred Sales Charge (Load)

None

None

None

None

None

None

None

None

Maximum Sales Charge (Load) Imposed on reinvested dividends (and distributions)

None

None

None

None

None

None

None

None

Redemption Fee

None

None

None

None

None

None

None

None

Exchange Fee

None

None

None

None

None

None

None

None

Govt. Fund (Acquiring Fund)

Acquiring Fund after Reorganization

Service Class

Select Class

Admin Class

Inst’l Class

Service Class

Select Class

Admin Class

Inst’l Class

Shareholder Fees (fees paid directly from your investment)

Maximum Sales Charge (Load) imposed on purchase (as a percentage of offering price)

None

None

None

None

None

None

None

None

Maximum Deferred Sales Charge (Load)

None

None

None

None

None

None

None

None

Maximum Sales Charge (Load) Imposed on reinvested dividends (and distributions)

None

None

None

None

None

None

None

None

Redemption Fee

None

None

None

None

None

None

None

None

Exchange Fee

None

None

None

None

None

None

None

None

14

	Prime Fund (Target Fund)								Tax Exempt Fund (Target Fund)
	Service Class		Select Class		Admin Class		Inst’l Class		Service Class		Select Class		Admin Class
Annual Fund Operating Expenses (expenses that you pay each year as a percentage of the value of your investment)
Management Fee		0.40%		0.40%		0.40%		0.40%		0.40%		0.40%		0.40%
Distribution and/or Service (12b-1) Fees		0.25%		None		0.25%		None		0.25%		None		0.25%
Other Expenses		0.33%		0.33%		0.33%		0.08%		0.36%		0.36%		0.36%
Total Annual Fund Operating Expenses		0.98%		0.73%		0.98%		0.48%		1.01%		0.76%		1.01%

	Govt. Fund (Acquiring Fund)								Acquiring Fund after Reorganization with the Target Funds (assumes both Reorganizations are completed) (pro forma combined)
	Service Class		Select Class		Admin Class		Inst’l Class		Service Class		Select Class		Admin Class		Inst’l Class
Annual Fund Operating Expenses (expenses that you pay each year as a percentage of the value of your investment)
Management Fee		0.40%		0.40%		0.40%		0.40%		0.40%		0.40%		0.40%		0.40%
Distribution and/or Service (12b-1) Fees		0.25%		None		0.25%		None		0.25%		None		0.25%		None
Other Expenses		0.32%		0.32%		0.32%		0.07%		0.32%		0.32%		0.32%		0.07%
Total Annual Fund Operating Expenses		0.97%		0.72%		0.97%		0.47%		0.97%		0.72%		0.97%		0.47%

The fees and expenses in the above tables are based on average annual net assets for the twelve-month period ended October 31, 2015, for the pro forma combined figures, and do not reflect any change in expense ratios resulting from a change in assets under management since the end of those twelve-month periods. A decline in a Fund’s average net assets during the current fiscal year, as a result of market volatility or other factors, could cause the Fund’s expense ratio to be higher than the fees and expenses shown. Significant declines in a Fund’s net assets will increase your Fund’s total expense ratio, likely significantly. A Fund with a higher expense ratio means you could pay more if you buy or hold shares of the Fund. However, actual expenses paid by a shareholder of a Fund may be limited by voluntary waivers. These voluntary waivers may be changed or terminated at any time.

Expense Examples

The following examples are intended to help you compare the cost of investing in shares of Target Fund with the cost of investing in Acquiring Fund currently and on a pro forma basis, and allow you to compare these costs with the cost of investing in other mutual funds. They illustrate the amount of fees and expenses you would pay at the end of the time periods indicated, assuming the following:

• $10,000 investment

• 5% annual return

• no changes in the Fund’s operating expenses

The costs reflect the effects of expense limitations and/or fee waivers on the part of the Advisor for the period of the contractual limitation and/or waiver. Absent such arrangements, the costs would be higher.

Because the examples are hypothetical and for comparison only, your actual costs may be higher or lower.

15

Prime Fund

(Target Fund)

	1 Year		3 Year		5 Year		10 Year
Service Class	$	100	$	312	$	542	$	1,201
Select Class	$	75	$	233	$	406	$	906
Admin Class	$	100	$	312	$	542	$	1,201
Inst’l Class	$	49	$	154	$	269	$	604

Tax Exempt Fund

(Target Fund)

	1 Year		3 Year		5 Year		10 Year
Service Class	$	103	$	322	$	558	$	1,236
Select Class	$	78	$	243	$	422	$	942
Admin Class	$	103	$	322	$	558	$	1,236

Govt. Fund

(Acquiring Fund)

	1 Year		3 Year		5 Year		10 Year
Service Class	$	99	$	309	$	536	$	1,190
Select Class	$	74	$	230	$	401	$	894
Admin Class	$	99	$	309	$	536	$	1,190
Inst’l Class	$	48	$	151	$	263	$	591

Acquiring Fund after Reorganization with the Prime Fund

(assumes that only the Prime Fund Reorganization is completed) (Pro Forma Combined)

	1 Year		3 Year		5 Year		10 Year
Service Class	$	99	$	309	$	536	$	1,190
Select Class	$	74	$	230	$	401	$	894
Admin Class	$	99	$	309	$	536	$	1,190
Inst’l Class	$	48	$	151	$	263	$	591

Acquiring Fund after Reorganization with the Tax Exempt Fund

(assumes that only the Tax-Exempt Fund Reorganization is completed) (Pro Forma Combined)

	1 Year		3 Year		5 Year		10 Year
Service Class	$	99	$	309	$	536	$	1,190
Select Class	$	74	$	230	$	401	$	894
Admin Class	$	99	$	309	$	536	$	1,190
Inst’l Class	$	48	$	151	$	263	$	591

Acquiring Fund after Reorganization with the Prime Fund and Tax Exempt Fund

(assumes that Prime and Tax-Exempt Fund Reorganization are completed) (Pro Forma Combined)

	1 Year		3 Year		5 Year		10 Year
Service Class	$	99	$	309	$	536	$	1,190
Select Class	$	74	$	230	$	401	$	894
Admin Class	$	99	$	309	$	536	$	1,190
Inst’l Class	$	48	$	151	$	263	$	591

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The projected post-Reorganization pro forma combined Annual Fund Operating Expenses and Expense Examples presented above are based on numerous material assumptions, including that the current contractual agreements will remain in place for one year. Although these projections represent good faith estimates, there can be no assurance that any particular level of expenses or expense savings will be achieved because expenses depend on a variety of factors, such as the future level of Acquiring Fund’s assets. Those factors are beyond the control of Acquiring Fund and Adviser.

If a Reorganization is approved, the resulting combined Fund will retain Acquiring Fund’s expense structure.

Comparison of Fund Performance

The following tables compare the (unaudited) average annual total return for:

• the Service, Select, Administrative and Institutional Class shares of the Prime Fund (Target Fund) and the Govt. Fund (Acquiring Fund); and

• the Service, Select and Administrative Class shares of the Tax Exempt Fund (Target Fund) and the Govt. Fund (Acquiring Fund),

in each case for the 1-, 5-, and 10-year periods (or if the Fund has less than 10 years’ performance, the life of the Fund) ended December 31, 2015, as compared with the performance of each Fund’s respective benchmark index over the same period shown for each Fund. Performance is based on net expenses during the periods and takes into account fee waivers and/or expense reimbursements, if any, that may have been in place. If such waivers and/or reimbursements had not been in effect, performance would have been lower. For more information about the performance of the Funds see the “Performance Information” and “Financial Highlights” sections for Target Fund and for Acquiring Fund in the Primary Prospectuses.

The performance for the benchmark indices shown below does not reflect sales charges, expenses or other fees that the SEC requires to be reflected in the Funds’ performance. The benchmark indices are unmanaged and, unlike the Funds, are not affected by cash flows. It is not possible to invest directly in an index. Each Fund’s past performance is not a guarantee of future results.

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Prime Fund and Govt. Fund—12/31/15

	Prime Fund (Target Fund)									Govt. Fund (Acquiring Fund)
	Fund Returns			iMoney Net, Inc. First Tier Retail Average			iMoney Net, Inc. First Tier Institutional Average			Fund Returns			iMoney Net, Inc. Govt. & Agency Retail Average			iMoney Net, Inc. Govt. & Agency Institutional Average
Service Class
1 Year		0.01	%		0.01	%		0.05	%		0.01	%		0.01	%		0.02	%
5 Year		0.01	%		0.02	%		0.05	%		0.01	%		0.01	%		0.02	%
10 Years or Life of Fund		1.17	%		1.16	%		1.30	%		1.08	%		1.07	%		1.19	%
Select Class
1 Year		0.02	%		0.01	%		0.05	%		0.01	%		0.01	%		0.02	%
5 Year		0.02	%		0.02	%		0.05	%		0.01	%		0.01	%		0.02	%
10 Years or Life of Fund		1.12	%		1.16	%		1.30	%		1.16	%		1.07	%		1.19	%
Admin Class
1 Year		0.02	%		0.01	%		0.05	%		0.01	%		0.01	%		0.02	%
5 Year		0.02	%		0.02	%		0.05	%		0.01	%		0.01	%		0.02	%
10 Years or Life of Fund		1.17	%		1.16	%		1.30	%		1.13	%		1.07	%		1.19	%
Inst’l Class
1 Year		0.02	%		0.01	%		0.05	%		0.01	%		0.01	%		0.02	%
5 Year		N/A			0.02	%		0.05	%		N/A			0.01	%		0.02	%
10 Years or Life of Fund1		0.02	%		1.16	%		1.30	%		0.01	%		1.07	%		1.19	%

Tax Exempt Fund and Govt. Fund—12/31/15

	Tax Exempt Fund (Target Fund)									Govt. Fund (Acquiring Fund)
	Fund Returns			iMoney Net, Inc. Tax-Free Retail Average			iMoney Net, Inc. Tax-Free Institutional Average			Fund Returns			iMoney Net, Inc. Govt. & Agency Retail Average			iMoney Net, Inc. Govt. & Agency Institutional Average
Service Class
1 Year		0.01	%		0.02	%		0.02	%		0.01	%		0.01	%		0.02	%
5 Year		0.01	%		0.02	%		0.02	%		0.01	%		0.01	%		0.02	%
10 Years or Life of Fund		0.71	%		0.78	%		0.86	%		1.08	%		1.07	%		1.19	%
Select Class
1 Year		0.01	%		0.02	%		0.02	%		0.01	%		0.01	%		0.02	%
5 Year		0.01	%		0.02	%		0.02	%		0.01	%		0.01	%		0.02	%
10 Years or Life of Fund		0.85	%		0.78	%		0.86	%		1.16	%		1.07	%		1.19	%
Admin Class
1 Year		0.01	%		0.02	%		0.02	%		0.01	%		0.01	%		0.02	%
5 Year		0.01	%		0.02	%		0.02	%		0.01	%		0.01	%		0.02	%
10 Years or Life of Fund		0.79	%		0.78	%		0.86	%		1.13	%		1.07	%		1.19	%
Inst’l Class
1 Year		N/A			N/A			N/A			0.01	%		0.01	%		0.02	%
5 Year		N/A			N/A			N/A			N/A			0.01	%		0.02	%
10 Years or Life of Fund1		N/A			N/A			N/A			0.01	%		1.07	%		1.19	%

1 The total return shown for the Institutional Class is for the period beginning with the inception date of 3/12/12 through 12/31/15. The total return shown for the iMoney Net Inc. benchmarks are for the 10 year period.

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Govt. Fund 12/31/15

	Govt. Fund (Acquiring Fund)
	Fund Returns			iMoney Net, Inc. Govt. & Agency Retail Average			iMoney Net, Inc. Govt. & Agency Institutional Average
Service Class
1 Year		0.01	%		0.01	%		0.02	%
5 Year		0.01	%		0.01	%		0.02	%
10 Years or Life of Fund		1.08	%		1.07	%		1.19	%
Select Class
1 Year		0.01	%		0.01	%		0.02	%
5 Year		0.01	%		0.01	%		0.02	%
10 Years or Life of Fund		1.16	%		1.07	%		1.19	%
Admin Class
1 Year		0.01	%		0.01	%		0.02	%
5 Year		0.01	%		0.01	%		0.02	%
10 Years or Life of Fund		1.13	%		1.07	%		1.19	%
Inst’l Class
1 Year		0.01	%		0.01	%		0.02	%
5 Year		N/A			0.01	%		0.02	%
10 Years or Life of Fund1		0.01	%		1.07	%		1.19	%

1 The total return shown for the Institutional Class is for the period beginning with the inception date of 3/12/12 through 12/31/15. The total return shown for the iMoney Net Inc. benchmarks are for the 10 year period.

For additional information regarding the performance of Acquiring Fund, including the annual total returns for the past ten years, see the “Performance Information” and “Financial Highlights” sections of the prospectus for Acquiring Fund, which has been mailed with this Prospectus/Proxy-Information Statement.

Comparison of Rights of Target Fund and Acquiring Fund Shareholders

Shareholders of Target Fund and Acquiring Fund have virtually identical rights. Target Fund and the Acquiring Fund are series of the Trust, and their shares are governed by the same Declaration of Trust and By-laws. As such, shareholders of Target Fund and of Acquiring Fund have the same rights with regard to issues such as quorum, vote, notice, and adjournment requirements for shareholders’ meetings.

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THE PROPOSED REORGANIZATION

Plan of Reorganization

The terms and conditions under which the Reorganization may be consummated are set forth in the Plan. Significant provisions of the Plan are summarized below; however, this summary is qualified in its entirety by reference to the Plan. A copy of the form of Plan is attached as Appendix A to this Prospectus/Proxy-Information Statement.

The Plan provides that Target Fund will convey to Acquiring Fund all of its assets, except for assets in an amount deemed necessary to: (i) discharge Target Fund’s known unpaid liabilities, and (ii) pay contingent liabilities deemed to exist against Target Fund as of the Closing Date. Target Fund will use commercially reasonable efforts to discharge all of its known liabilities and obligations prior to the Closing Date. In consideration, Acquiring Fund will assume all of the liabilities of Target Fund and deliver to Target Fund full and fractional shares of the respective class, as appropriate, having an aggregate net asset value equal to the aggregate value of the net assets of Target Fund, as determined pursuant to the terms of the Plan.

Immediately after the transfer of assets, Target Fund will distribute to its shareholders of record, with respect to each class of shares, the shares of Acquiring Fund of the corresponding class received by Target Fund, determined as of immediately after the close of business on the Closing Date, on a pro rata basis within that class. Subsequently, Target Fund will completely liquidate, except as to the contingent liability reserve, as described more fully in the Plan.

Until the Closing Date, shareholders of Target Fund will continue to be able to redeem their shares. Redemption requests received after the Closing Date will be treated as requests received by Acquiring Fund for the redemption of its shares.

The Plan contains a number of representations and warranties made by the Trust related to, among other things, its legal status, compliance with laws and regulations and financial position (section 4.1). The Plan contains a number of conditions precedent that must occur before Target Fund or Acquiring Fund is obligated to proceed with the Reorganization (Articles VI, VII and VIII). These include, among others, that: (1) solely with respect to the Tax Exempt Reorganization, the shareholders of the Tax Exempt Fund approve the Plan with respect thereto; (2) the Trust receives from its legal counsel, certain opinions supporting the representations and warranties made by each party regarding legal status and compliance with laws and regulations (including an opinion from the Trust’s counsel that the shares issued in the Reorganization will be validly issued, fully paid and non-assessable); (3) the Trust receives from its counsel the tax opinion discussed below under “Federal Income Tax Consequences”; and (4) the Trust receives certain certificates from its officers concerning the continuing accuracy of its representations and warranties made in the Plan.

The Plan may be terminated and the Reorganization abandoned at any time prior to the Closing Date of the Reorganization due to (a) a breach of any representation, warranty, or agreement contained in the Plan to be performed at or before the Closing Date, if not cured within 30 days; (b) a condition in the Plan expressed to be precedent to the obligations of the terminating party that has not been met and it reasonably appears that it will not or cannot be met; or (c) a determination by a party’s board of trustees, that the consummation of the transactions contemplated in the Plan is not in the best interest of a Fund.

The Plan provides that if the difference between the per share net asset value of any class of a Target Fund and the corresponding class of Acquiring Fund equals or exceeds $0.0010 at the valuation time of the Reorganization, as computed using market values in accordance with the policies and procedures established by the Trust, then the Trust shall have the right to postpone the Closing Date involving such Funds until such time as the per share difference is less than that amount. If such Closing Date is postponed, then the Fund having the per share net asset value of any class at the valuation time of the Reorganization that is $0.0010 or more lower than

20

that of the corresponding class of shares of the other Fund will use commercially reasonable efforts to reduce such difference to less than $0.0010 within thirty days. If after thirty days, the difference between the per share net asset value of any class of a Target Fund and the corresponding class of Acquiring Fund still equals or exceeds $0.0010, then the officers of the Trust shall have the right to terminate the Reorganization involving such Target Fund and Acquiring Fund.

Approval of the Tax Exempt Fund Reorganization requires the affirmative vote of 67% or more of the voting securities present at the Meeting, if the holders of more than 50% of the outstanding voting securities of the Tax Exempt Fund are present or represented by proxy, or of more than 50% of the outstanding voting securities of the Tax Exempt Fund, whichever is less (“1940 Act Majority”). See the section of this Prospectus/Proxy-Information Statement entitled “Voting Information” for more information. The Plan provides that the failure of any Target Fund to consummate the transactions contemplated in the Plan will not affect the consummation of the Reorganization of any other Target Fund.

Target Fund shareholders who do not wish to have their Target Fund shares exchanged for shares of Acquiring Fund as part of the Reorganization should redeem their shares prior to the consummation of the Reorganization.

The cost of the solicitation related to the Reorganization, including any costs directly associated with preparing, filing, printing and distributing to the shareholders of Target Fund all materials relating to this Prospectus/Proxy-Information Statement and soliciting shareholder votes, as well as conversion costs associated with the Reorganization, will be borne by Adviser or its affiliates.

Reasons for the Reorganization and Trustees’ Considerations

The Board, advised by independent legal counsel, considered the Reorganizations at a meeting held on March 15, 2016. At several quarterly Board meetings prior to the March 15 meeting, the Board received, reviewed and discussed with Adviser a significant amount of information concerning MMF Reform and its possible effects on the Funds and on the money market fund industry. At the March 15 meeting, the Board received, reviewed and discussed information concerning the Prime Fund, the Tax Exempt Fund, the Govt. Fund and the proposed Reorganizations; met with representatives of Adviser; and considered the terms of the proposed Reorganizations and the anticipated benefits to the shareholders of the Prime Fund and the Tax Exempt Fund. The Board, including the Trustees who are not “interested persons” of the Trust, as that term is defined in the 1940 Act (the “Independent Trustees”), approved the Plan and the proposed Reorganizations with respect to the Prime Fund and the Tax Exempt Fund, and recommended the approval of the Plan by the Tax Exempt Fund’s shareholders. In approving the Plan and the Reorganization, the Board determined that participation in the Reorganization is in the best interests of each Target Fund and Acquiring Fund and their respective shareholders and that the economic interests of the shareholders of each Target Fund and Acquiring Fund would not be diluted as a result of the Reorganization. The shareholders of Acquiring Fund are not required to approve either Reorganization.

In approving the proposed Reorganization, the Board took into consideration the following factors, among others:

• The compatibility of the investment goals and strategies of Target Fund and Acquiring Fund;

• The investment performance of the Funds;

• The terms and conditions of the Plan;

• The fact that the Reorganization will result in no material adverse federal income tax consequences to the Funds or their shareholders;

• The fact that all of the fees and expenses of each Reorganization are being borne by Adviser or its affiliates;

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• The fact that the Reorganization would not dilute the interests of Target Fund or Acquiring Fund shareholders;

• The relative sizes of Target Fund and Acquiring Fund both before and after the Reorganization;

• The perceived desire of substantially all Prime Fund and Tax Exempt Fund shareholders for a stable, $1.00 NAV and no fees and gates;

• The fact that important sweep account systems at the financial services affiliates of Adviser, which are utilized to service a substantial number of Prime Fund and Tax Exempt Fund shareholders, will not be able to process transactions in money market fund shares with a floating NAV; and

• The relative expense ratios of Target Fund and Acquiring Fund and the anticipated effect of the proposed Reorganization on the expense ratio of Acquiring Fund both before and after expense caps and fee waivers.

In addition, the Board considered that the Reorganization presents an opportunity for Acquiring Fund to acquire substantial investment assets without the obligation to pay commissions or other transactions costs that a fund normally incurs when purchasing securities.

The Board also considered that the principal alternative to reorganizing the Prime Fund and the Tax Exempt Fund would be to convert them to retail money market funds and attempt to migrate the institutional investors to the Govt. Fund. Aside from contradicting Adviser’s critical conclusion about the desires of retail shareholders (i.e., a fund not subject to fees and gates), the deficiencies of this alternative include: (i) probable loss of institutional and retail assets to third-party government money market funds in the conversion/migration process; (ii) a retail fund that lacks scale immediately and may require subsidies from Adviser; (iii) a retail fund that may be susceptible to asset loss as shareholders overcome their initial inertia and actively reject fees and gates by moving to government money market funds; (iv) the time-consuming, account-by-account process required to move institutional accounts, and the accompanying risk of asset loss; and (v) the compliance risk that the retail fund would still contain an institutional shareholder, given the complexity of the retail versus institutional classification rules.

The Board also considered Adviser’s commitment to contribute capital to a Fund if the net asset value per share of a Fund (calculated using amortized cost rounded to the fourth decimal place and reflecting any realized losses) is less than the net asset value per share of its Reorganization counterparty.

Upon considering these factors, the Board approved the Reorganizations, and recommends shareholder approval of the Tax Exempt Fund Reorganization.

Description of the Securities to be Issued and Form of Organization

Shareholders of the Service, Select, Administrative and Institutional Class shares of the Prime Fund will be issued the Service, Select, Administrative and Institutional Class shares, respectively, of Acquiring Fund. The shares to be issued in connection with the Reorganization will be fully paid and non-assessable when issued and will have no pre-emption or conversion rights.

Shareholders of the Service, Select and Administrative Class shares of the Tax Exempt Fund will be issued the Service, Select and Administrative Class shares, respectively, of Acquiring Fund. The shares to be issued in connection with the Reorganization will be fully paid and non-assessable when issued and will have no pre-emption or conversion rights.

Target Fund and Acquiring Fund are series of the Trust, which is a Delaware statutory trust and is governed by the same agreement and declaration of trust and bylaws. As a result, there are no material differences between the rights of shareholders of Target Fund and Acquiring Fund. The assets and liabilities of Target Fund and

22

Acquiring Fund are legally separate from the assets and liabilities of any other fund that is a series of the Trust. Each share of Acquiring Fund represents an equal proportionate interest with each other share of the Fund, and each such share of Acquiring Fund is entitled to equal liquidation, redemption and voting rights except where class voting is required by the Trust’s governing instruments, or applicable law, in which case shareholders of a class will have exclusive voting rights on matters affecting only that class. The Trust does not hold annual meetings of shareholders. There will normally be no meetings of shareholders for the purpose of electing Trustees unless less than a majority of the Trustees holding office have been elected by shareholders, at which time the Trustees then in office will call a shareholder meeting for the election of Trustees. For more information about redemption rights and exchange privileges, please refer to the “How to Purchase, Redeem, and Exchange Shares” section in the Prospectuses.

Federal Income Tax Consequences of the Reorganization

Each Fund has qualified for treatment as a “regulated investment company” under Subchapter M of Chapter 1 of the Code, since their respective inceptions. Accordingly, the Trust believes that each Fund has been, and expects each Fund to continue through the closing to be, relieved of any federal income tax liability on its taxable income and gains it distributes to shareholders to the extent provided for in Subchapter M.

Adviser anticipates that the Reorganizations will be treated as taxable, not tax-free, transactions. However, because each Target Fund and Acquiring Fund effect transactions in shares at $1.00 per share, a Reorganization will result in no material adverse federal income tax consequences to the Funds or their shareholders. Due to the taxable treatment of the Reorganizations, Target Fund tax attributes, such as asset basis and holding period, will not carry over to Acquiring Fund.

Neither Target Fund nor Acquiring Fund have requested or will request an advance ruling from the IRS as to the federal income tax consequences of the Reorganization. As a condition to closing, Stradley Ronon Stevens & Young, LLP will render an opinion to Target Fund and Acquiring Fund as to the foregoing federal income tax consequences of the Reorganization, which opinion will be conditioned upon, among other things, the accuracy, as of the Closing Date, of certain representations of Target Fund and Acquiring Fund upon which Stradley Ronon Stevens & Young, LLP will rely in rendering its opinion. Such opinion of counsel may state that no opinion is expressed as to the effect of the Reorganization on Target Fund, Acquiring Fund or any Target Fund shareholder with respect to any transferred asset as to which any unrealized gain or loss is required to be recognized for federal income tax purposes at the end of a taxable year (or on the termination or transfer thereof) under a mark-to-market system of accounting. A copy of the opinion will be filed with the SEC and will be available for public inspection. See “Information about the Funds.”

Opinions of counsel are not binding upon the IRS or the courts and it is possible that the IRS or the courts could disagree with the foregoing opinion or could conclude that tax-free reorganization treatment applies.

Final Dividend. Target Fund will declare one or more final dividends, and Acquiring Fund may declare a dividend payable at or near the time of closing, to their respective shareholders to the extent necessary to avoid entity level tax or as otherwise deemed desirable.

Pro Forma Capitalization

The following tables show the capitalization of Target Fund and Acquiring Fund as of, and on a pro forma combined basis (unaudited) as of October 31, 2015, giving effect to the proposed Reorganization. The tables are examples of the number of shares of Acquiring Fund that would be exchanged for the shares of the corresponding Target Fund if a Reorganization were consummated on October 31, 2015, and do not reflect the number of shares or value of shares that would actually be received if the Reorganization occurs on the Closing Date.

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Prime Fund into Govt. Fund

	Prime Fund (Target Fund)		Govt. Fund (Acquiring Fund)		Pro Forma Adjustments		Govt. Fund (Acquiring Fund) After Reorganization Pro Forma
Service Class
Net Assets		$728,981,971		$810,608,763		—		$1,539,590,734
Shares Outstanding		729,013,990		810,600,486		—		1,539,614,476
Net Asset Value per Share		$1.00		$1.00				$1.00
Select Class
Net Assets		$2,400,824,962		$1,020,623,111		—		$3,421,448,073
Shares Outstanding		2,401,094,989		1,020,753,752		—		3,421,848,741
Net Asset Value per share		$1.00		$1.00				$1.00
Admin Class
Net Assets		$271,577,610		$1,703,126,482		—		$1,974,704,092
Shares Outstanding		271,683,016		1,703,320,382		—		1,975,003,398
Net Asset Value per Share		$1.00		$1.00				$1.00
Inst’l Class
Net Assets		$249,740,970		$18,405,550		—		$268,146,520
Shares Outstanding		249,739,847		18,407,831		—		268,147,678
Net Asset Value per Share		$1.00		$1.00				$1.00

Tax Exempt Fund into Govt. Fund

	Tax Exempt Fund (Target Fund)		Govt. Fund (Acquiring Fund)		Pro Forma Adjustments		Govt. Fund (Acquiring Fund) After Reorganization Pro Forma
Service Class
Net Assets		$59,501,242		$810,608,763		—		$870,110,005
Shares Outstanding		59,548,656		810,600,486		—		870,149,142
Net Asset Value per Share		$1.00		$1.00				$1.00
Select Class
Net Assets		$366,696,569		$1,020,623,111		—		$1,387,319,680
Shares Outstanding		366,743,553		1,020,753,752		—		1,387,497,305
Net Asset Value per share		$1.00		$1.00				$1.00
Admin Class
Net Assets		$51,408,464		$1,703,126,482		—		$1,754,534,946
Shares Outstanding		51,411,337		1,703,320,382		—		1,754,731,719
Net Asset Value per Share		$1.00		$1.00				$1.00
Inst’l Class
Net Assets		N/A		$18,405,550		—		$18,405,550
Shares Outstanding		N/A		18,407,831		—		18,407,831
Net Asset Value per Share		N/A		$1.00				$1.00

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Prime Fund and Tax Exempt Fund into Govt. Fund

	Prime Fund (Target Fund)		Tax Exempt Fund (Target Fund)		Govt. Fund (Acquiring Fund)		Pro Forma Adjustments		Govt. Fund (Acquiring Fund) After Reorganization Pro Forma
Service Class
Net Assets		$728,981,971		$59,501,242		$810,608,763		—		$1,599,091,976
Shares Outstanding		729,013,990		59,548,656		810,600,486		—		1,599,163,132
Net Asset Value per Share		$1.00		$1.00		$1.00				$1.00
Select Class
Net Assets		$2,400,824,962		$366,696,569		$1,020,623,111		—		$3,788,144,642
Shares Outstanding		2,401,094,989		366,743,553		1,020,753,752		—		3,788,592,294
Net Asset Value per share		$1.00		$1.00		$1.00				$1.00
Admin Class
Net Assets		$271,577,610		$51,408,464		$1,703,126,482		—		$2,026,112,556
Shares Outstanding		271,683,016		51,411,337		1,703,320,382		—		2,026,414,735
Net Asset Value per Share		$1.00		$1.00		$1.00				$1.00
Inst’l Class
Net Assets		$249,740,970		N/A		$18,405,550		—		$268,146,520
Shares Outstanding		249,739,847		N/A		18,407,831		—		268,147,678
Net Asset Value per Share		$1.00		N/A		$1.00				$1.00

The tables above assume that the Reorganizations occurred on October 31, 2015. The tables are for informational purposes only. No assurance can be given as to how many Acquiring Fund shares will be received by shareholders of Target Fund on the date that the Reorganization takes place, and the foregoing should not be relied upon to reflect the number of shares of Acquiring Fund that actually will be received on or after that date.

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ADDITIONAL INFORMATION ABOUT THE FUNDS

Management of Target Funds and Acquiring Fund

WFMC is the investment adviser, and WTIA is the primary sub-adviser, for Target Fund and Acquiring Fund. For its services as investment adviser, WFMC is entitled to an annual advisory fee from each Fund, as follows:

Prime Fund	0.40	%
Tax Exempt Fund	0.40	%
Govt. Fund	0.40	%

In each case the fee is calculated as a percentage of Target Fund’s and Acquiring Fund’s average daily net assets. WTIA is entitled to an annual sub-advisory fee which is paid directly by WFMC and not by the Funds.

If the Reorganization is approved, the resulting combined Funds will retain Acquiring Fund’s management fee structure.

For more information about the management of Target Fund and Acquiring Fund, please refer to the “Who Manages the Funds?” section of the Primary Prospectuses, and to the “Who Manages and Provides Services to the Funds?” section of the Target Fund’s and Acquiring Fund’s SAI. A copy of the prospectus for Acquiring Fund accompanies this Prospectus/Proxy-Information Statement. A discussion regarding the basis for the approval by the Trust’s Board of Trustees of the investment advisory agreement for Target Fund and Acquiring Fund is available in Target Fund’s and Acquiring Fund’s October 31, 2015 semi-annual report to shareholders.

Distribution of Target Fund and Acquiring Fund Shares

ALPS Distributors, Inc. (“ALPS”), whose address is 1290 Broadway, Suite 1100 Denver, Colorado 80203, serves as the principal underwriter of Target Fund and Acquiring Fund under a distribution agreement with the Trust.

For more information about the distribution of Target Fund and Acquiring Fund shares, please refer to the “Accounts and Share Information” section of the Primary Prospectuses, and to the “How Are the Funds Sold?” section of the Target Fund’s and Acquiring Fund’s SAI.

Other Service Providers

The Funds’ custodian, administrators, fund accountant, transfer agent and independent registered public accounting firm are the same. For more information, please refer to the “Who Manages and Provides Services to the Funds” and the “Fees Paid by the Funds for Services” sections of the Target Fund’s and Acquiring Fund’s SAI.

Pricing of Shares

The price of each share of Target Fund and Acquiring Fund is based on its net asset value (“NAV”) per share. The NAV per share of a class is generally determined by dividing the total net market value of the securities and other assets in a Fund’s portfolio allocable to such class, less liabilities allocable to such class, by the total number of shares outstanding of such class.

The Prime Fund, the Tax Exempt Fund and the Govt. Fund attempt to stabilize the NAV of their shares at $1.00 by valuing their portfolio securities using the amortized cost method. In all cases, the Board of Trustees of

26

the Funds may determine in good faith that another method of valuing investments is necessary to ascertain their fair market value. Target Funds and Acquiring Fund cannot guarantee that their NAV will always remain at $1.00 per share. In addition, Target Fund and Acquiring Fund reserve the right to allow the purchase, redemption, and exchange of shares on any other day on which regular trading in money market instruments is taking place. On any day that the bond markets close early, such as days in advance of holidays or in the event of any emergency, Target Funds and Acquiring Fund reserve the right to advance the time NAV is determined and by which purchase, redemption and exchange orders must be received on that day, to the time of such closing.

For more information about the pricing of the Funds’ shares, please refer to the “How Are Shares Priced?” section of the Primary Prospectuses, and to the “Determining Market Value of Securities” and “What Do Shares Cost?” sections of the Target Fund’s and Acquiring Fund’s SAI.

Comparison of Sales Charges and Fees

None of the Prime Fund, the Tax Exempt Fund or the Govt. Fund assess any sales charge or redemption fee.

Purchases, Redemptions and Exchange of Shares

The purchase, redemption and exchange procedures employed by Target Fund and Acquiring Fund are the same. For information about purchasing, redeeming and exchanging Fund shares, including information about accounts with low balances, please refer to the “How to Purchase, Redeem and Exchange Shares” and the “Frequent Trading Policies“ sections of the Primary Prospectuses, and to the “How Are the Funds Sold?” section of the Target Fund’s and Acquiring Fund’s SAI, which is incorporated herein by reference.

Additional Payments to Financial Intermediaries

The Funds’ investment advisor and its affiliates may pay out of their own reasonable resources and legitimate profits amounts (including items of material value) to certain financial intermediaries (including the Distributor) to support the sale of shares or provide services to the Fund shareholders. The amounts of these payments could be significant, and may create an incentive for the financial intermediaries or their employees or associated persons to recommend or sell shares of the Fund to shareholders. These payments are not reflected in the fees and expenses listed in the fee table section of the Primary Prospectuses because they are not paid by the Funds.

These additional payments are negotiated and may be based on such factors as the number or value of shares that the financial intermediary sells or may sell; the value of client assets invested; or the type and nature of services or support furnished by the financial intermediary. These payments may be in addition to payments made by the Fund to the financial intermediary under a Rule 12b-1 plan and/or shareholder service fee arrangement. Shareholders should contact their financial intermediary for information about any payments it receives from the Distributor, the investment advisor, their affiliates, or the Funds and any services the financial intermediary provides.

Dividends and Distributions

Target Fund and Acquiring Fund expect to declare dividends from their net investment income, if any, to shareholders daily and pay dividends from their net investment income, if any, to shareholders monthly. Target Fund and Acquiring Fund typically distribute net realized capital gains, if any, at least annually, usually in December. Target Fund and Acquiring Fund may distribute such income dividends and capital gains more frequently, if necessary, in order to reduce or eliminate federal excise or income taxes on the Funds. The amount of any distribution will vary, and there is no guarantee that Target Fund or Acquiring Fund will pay either an income dividend or a capital gains distribution.

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Financial Highlights

Financial highlights information for Acquiring Fund and Target Funds for the six-month period ended October 31, 2015, and the past five fiscal years of the Fund ended April 30, 2015, is set forth in Appendix B. The Financial Highlights are intended to help you understand the financial performance of a Fund’s various share classes, as applicable, for the six-month period ended October 31, 2015, and for the five fiscal years or periods ended April 30, 2015. Some of the information is presented on a per share basis. Total returns represent the rate an investor would have earned (or lost) on an investment in a Fund, assuming reinvestment of all dividends and capital gains. Except for the fiscal period ended October 31, 2015, the information in the Financial Highlights tables that are set forth in Appendix B has been audited by Ernst & Young LLP, independent registered public accounting firm, whose report, along with the Trust’s audited financial statements, are included in the April 30, 2015 Annual Report of the Funds, which are available upon request.

A copy of the prospectus for Acquiring Fund is enclosed with this Prospectus/Proxy-Information Statement.

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VOTING INFORMATION FOR TAX EXEMPT FUND SHAREHOLDERS

Note: The following discussion does not apply to Prime Fund shareholders.

This Prospectus/Proxy-Information Statement is furnished to Tax Exempt Fund shareholders in connection with a solicitation of proxies by, and on behalf of, the Board, to be used at the Meeting. This Prospectus/Proxy-Information Statement, along with a Notice of the Meeting and a proxy card, is first being mailed to shareholders of the Tax Exempt Fund on or about             , 2016. Only shareholders of record as of the close of business on the Record Date, May 27, 2016, will be entitled to notice of, and to vote at, the Meeting. If the enclosed form of proxy card is properly executed and returned in time to be voted at the Meeting, the proxies named therein will vote the shares represented by the proxy in accordance with the instructions marked thereon. Unmarked but properly executed proxy cards will be voted FOR the proposed Reorganization and FOR any other matters deemed appropriate.

The number of shares of each class and total number of shares outstanding of the Tax Exempt Fund as of             , 2016 is as follows:

Service Class	[	]
Select Class	[	]
Administrative Class	[	]
Total	[	]

You can vote in any one of four ways:

By mail, with the enclosed proxy card;

In person at the Meeting;

By telephone; or

By Internet.

INSTRUCTIONS FOR VOTING BY TOUCH-TONE TELEPHONE

1. Read the Combined Prospectus/Proxy-Information Statement and have your proxy card with you.

2. Call the toll-free number indicated on your proxy card.

3. Follow the recorded instructions to cast your vote.

INSTRUCTIONS FOR VOTING BY INTERNET

1. Read the Combined Prospectus/Proxy-Information Statement and have your proxy card with you.

2. Go to the website indicated on your proxy card.

3. Follow the instructions provided on the website to cast your vote.

We encourage you to vote by telephone or Internet by using the control number that appears on your enclosed proxy card. Use of telephone and Internet voting will reduce the time and costs associated with this proxy solicitation.

A shareholder signing and returning a proxy has the power to revoke it at any time before it is exercised: (i) by sending a written notice of revocation to Broadridge Financial Solutions, Inc., at the following address:

29

51 Mercedes Way, Edgewood, New York 11717; (ii) by returning a duly executed proxy with a later date before the time of the Meeting, or (iii) if a shareholder has executed a proxy but is present at the Meeting and wishes to vote in person, by notifying the Secretary of the Trust (without complying with any formalities) at any time before it is voted. Being present at the Meeting alone does not revoke a previously executed and returned proxy. Unless revoked, all valid and executed proxies will be voted in accordance with the specifications thereon or, in the absence of such specifications, FOR approval of the Plan and the Reorganization contemplated thereby.

Solicitation of Votes

In addition to the mailing of this Prospectus/Proxy-Information Statement, proxies may be solicited by telephone or in person by the Trustees, officers of the Trust, personnel of Adviser, the Funds’ administrator or distributor, and personnel of the Funds’ transfer agent, or broker-dealer firms.

Broadridge Financial Solutions, Inc., a professional proxy solicitation firm (the “Solicitor”), has been engaged to assist in the solicitation and tabulation of proxies, at an estimated cost of approximately $7,300. It is expected that the solicitation will be primarily by mail. As the date of the Meeting approaches, however, certain Target Fund shareholders may receive a telephone call from a representative of the Solicitor if their votes have not yet been received. Authorization to permit the Solicitor to execute proxies may be obtained by telephonic instructions from shareholders of Target Fund. Proxies that are obtained telephonically will be recorded in accordance with the procedures set forth below. The Trustees believe that these procedures are reasonably designed to ensure that both the identity of the shareholder casting the vote and the voting instructions of the shareholder are accurately determined.

In all cases where a telephonic proxy is solicited, the Solicitor representative is required to ask for each shareholder’s full name and address and to confirm that the shareholder has received the proxy materials in the mail. If the shareholder is a corporation or other entity, the Solicitor representative is required to ask for the person’s title and confirmation that the person is authorized to direct the voting of the shares. If the information provided by the person corresponds to the information that the Solicitor has, then the Solicitor representative may ask for the shareholder’s instructions on the proposal described in this Prospectus/Proxy-Information Statement. Although the Solicitor representative is permitted to answer questions about the process, he or she is not permitted to recommend to the shareholder how to vote, other than by reading any recommendation set forth in this Prospectus/Proxy-Information Statement. The Solicitor representative will record the shareholder’s instructions on the proxy card. Within 72 hours, the shareholder will be sent a letter or mailgram to confirm his or her vote and asking the shareholder to call the Solicitor immediately if his or her instructions are not correctly reflected in the confirmation. If a shareholder wishes to participate in the Meeting, but does not wish to give a proxy by telephone, the shareholder may still submit the proxy card originally sent with this Prospectus/Proxy-Information Statement or attend the Meeting in person.

The Tax Exempt Fund will request broker-dealer firms, custodians, nominees, and fiduciaries to forward proxy material to the beneficial owners of the shares of record. Such broker-dealer firms, custodians, nominees, and fiduciaries may be reimbursed for their reasonable expenses incurred in connection with such proxy solicitation. In addition, certain officers and representatives of Adviser or its affiliates, who will receive no extra compensation for their services, may solicit proxies by telephone, telegram, or personally.

Quorum and Voting Requirements

Holders of at least one-third of the total number of shares of the Tax Exempt Fund outstanding as of the Record Date, present in person or by proxy, shall constitute a quorum for the purpose of voting on the proposal. Approval of the proposal requires the affirmative vote of a 1940 Act Majority.

30

Effect of Abstention and Broker “Non-Votes”

For purposes of determining the presence of a quorum for transacting business at the Meeting, executed proxies marked as abstentions and broker “non-votes” (that is, proxies from brokers or nominees indicating that such persons have not received instructions from the beneficial owner or other persons entitled to vote shares on a particular matter with respect to which the brokers or nominees do not have discretionary power) will be treated as shares that are present for quorum purposes but which have not been voted. Such instructions will have the same effect as that of a vote against approval of the Plan, because approval requires the affirmative vote of a 1940 Act Majority. However, it is the Trust’s understanding that because broker-dealers, in the absence of specific authorization from their customers, will not have discretionary authority to vote any shares held beneficially by their customers on the single matter expected to be presented at the Meeting with request to the Tax Exempt Fund, there are unlikely to be any “broker non-votes” at the Meeting.

Adjournment

If a quorum is not present in person or by proxy at the time the Meeting is called to order, the persons named as proxies may vote those proxies that have been received to adjourn the Meeting to a later date. If a quorum is present but there are not sufficient votes in favor of the Plans, the persons named as proxies may propose one or more adjournments of the Meeting to permit further solicitation of proxies concerning the Plans. Any adjournment will require the affirmative vote of a majority of the Tax Exempt Fund’s shares present at the Meeting. If an adjournment of the Meeting is proposed because there are not sufficient votes in favor of the Plans, the persons named as proxies will vote their proxies as they deem appropriate under the circumstances.

Other Matters

The Board does not intend to bring any matters before the Meeting other than those described in this Prospectus/Proxy-Information Statement. The Trustees are not aware of any other matters to be brought before the Meeting by others. If any other matter legally comes before the Meeting, proxies for which discretion has been granted will be voted in accordance with the views of management.

Future Shareholder Proposals

You may request inclusion in the Trust’s proxy statement for shareholder meetings certain proposals for action which you intend to introduce at such meeting. Any shareholder proposals must be presented a reasonable time before the proxy materials for the next meeting are sent to shareholders. The submission of a proposal does not guarantee its inclusion in the proxy statement and is subject to limitations under the federal securities laws. The Trust is not required to hold regular meetings of shareholders, and in order to minimize its costs, does not intend to hold meetings of the shareholders unless so required by applicable law, regulation, regulatory policy, or unless otherwise deemed advisable by the Board. Therefore, it is not practicable to specify a date by which proposals must be received in order to be incorporated in an upcoming proxy statement for a meeting of shareholders.

Record Date and Outstanding Shares

Target Funds

Only shareholders of record of a Target Fund at the close of business on the Record Date are entitled to notice of and to vote at the Meeting and at any postponement or adjournment thereof.

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The following table shows the number of shares of each class and the total number of outstanding shares of each Target Fund as of [April 08, 2016:]

Target Funds	NUMBER OF SHARES OUTSTANDING
Prime Fund
Service Class		[740,017,166	]
Select Class		[2,496,850,826	]
Administrative Class		[288,761,803	]
Institutional Class		[343,069,331	]
Total Shares Outstanding		[3,868,699,126	]
Tax Exempt Fund
Service Class		[63,812,104	]
Select Class		[431,798,325	]
Administrative Class		[55,628,022	]
Total Shares Outstanding		[551,238,451	]

Prime Fund and Tax Exempt Fund

As of [April 08, 2016], the current officers and Trustees of the Trust in the aggregate beneficially owned less than 1% of the shares of each Target Fund.

As of [April 08, 2016], the persons shown below owned of record or beneficially 5% or more of the outstanding shares of the class identified of each Target Fund. The percentage of the Acquiring Fund that would be owned by the below named shareholders of each Target Fund upon consummation of the Reorganization is expected to decline.

Prime Fund—Service Class

Shareholder	Shares Owned			Percent Owned
Pershing		[341,683,841	]		[46.17	%]
As Agent For Brokerage Customers
Attn: Cash Management
1 Pershing Plaza
Jersey City, NJ 07399-0002
Manufacturers & Traders		[278,363,860	]		[37.62	%]
Tice & CO 8TH Floor
Attn: TR Dept Cash Mgmt Clerk
P.O. Box 1377
Buffalo, NY 14240-1377
Matrix Trust Company As Agent FBO		[102,932,571	]		[13.91	%]
Sweep Omni Account To Trade VSIXX
P.O. Box 52129
Phoenix, AZ 85072

32

Prime Fund—Select Class
Shareholder	Shares Owned			Percent Owned
Manufacturers & Traders		[2,132,025,133	]		[85.39	%]
Tice & CO 8TH Floor
Attn: TR Dept Cash Mgmt Clerk
P.O. Box 1377
Buffalo, NY 14240-1377
Pershing		[195,342,646	]		[7.82	%]
As Agent For Brokerage Customers
Attn: Cash Management
1 Pershing Plaza
Jersey City, NJ 07399-0002
Prime Fund—Administrative Class
Shareholder	Shares Owned			Percent Owned
Manufacturers & Traders		[288,553,202	]		[99.93	%]
Tice & CO 8TH Floor
Attn: TR Dept Cash Mgmt Clerk
P.O. Box 1377
Buffalo, NY 14240-1377
Prime Fund—Institutional Class
Shareholder	Shares Owned			Percent Owned
Manufacturers & Traders		[317,193,941	]		[92.46	%]
Tice & CO 8TH Floor
Attn: TR Dept Cash Mgmt Clerk
P.O. Box 1377
Buffalo, NY 14240-1377
Tax Exempt Fund—Service Class
Shareholder	Shares Owned			Percent Owned
Pershing		[40,665,854	]		[63.73	%]
As Agent For Brokerage Customers
Attn: Cash Management
1 Pershing Plaza
Jersey City, NJ 07399-0002
Matrix Trust Company As Agent FBO		[11,313,208	]		[17.73	%]
Sweep Omni Account To Trade ATFXX
P.O. Box 52129
Phoenix, AZ 85072
Manufacturers & Traders		[5,836,656	]		[9.15	%]
Tice & CO 8TH Floor
Attn: TR Dept Cash Mgmt Clerk
P.O. Box 1377
Buffalo, NY 14240-1377

33

Shareholder	Shares Owned			Percent Owned
First Clearing LLC		[3,780,429	]		[5.92	%]
Special Custody Acct For The
Exclusive Benefit Of Customer
2801 Market Street
ST. Louis, MO 63103
Tax Exempt Fund—Select Class
Shareholder	Shares Owned			Percent Owned
Manufacturers & Traders		[404,663,271	]		[93.72	%]
Tice & CO 8TH Floor
Attn: TR Dept Cash Mgmt Clerk
P.O. Box 1377
Buffalo, NY 14240-1377
Tax Exempt Fund—Administrative Class
Shareholder	Shares Owned			Percent Owned
Manufacturers & Traders		[55,627,910	]		[99.99	%]
Tice & CO 8TH Floor
Attn: TR Dept Cash Mgmt Clerk
P.O. Box 1377
Buffalo, NY 14240-1377

The following table shows the number of shares of each class and the total number of outstanding shares of the Acquiring Fund as of [April 08, 2016:]

Acquiring Fund	Number of Shares Outstanding
Govt. Fund
Service Class		[783,965,640	]
Select Class		[984,974,978	]
Administrative Class		[1,427,129,016	]
Institutional Class		[12,079,845	]
Total Shares Outstanding		[3,208,149,479	]

As of [April 08, 2016], the current officers and Trustees of the Trust in the aggregate beneficially owned less than 1% of the shares of the Acquiring Fund.

As of [April 8, 2016], the persons shown below owned of record or beneficially 5% or more of the outstanding shares of the class identified of the Acquiring Fund. The percentage of the Acquiring Fund that would be owned by the below named shareholders upon consummation of the Reorganization is expected to decline.

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Govt. Fund—Service Class

Shareholder	Shares Owned			Percent Owned
Manufacturers & Traders		[683,393,249	]		[87.17	%]
Tice & CO 8TH Floor
Attn: TR Dept Cash Mgmt Clerk
P.O. Box 1377
Buffalo, NY 14240-1377
Matrix Trust Company As Agent FBO		[63,134,497	]		[8.05	%]
Sweep Omni Account To Trade AGAXX
P.O. Box 52129
Phoenix, AZ 85072
Govt. Fund—Select Class
Shareholder	Shares Owned			Percent Owned
Manufacturers & Traders		[826,401,250	]		[83.90	%]
Tice & CO 8TH Floor
Attn: TR Dept Cash Mgmt Clerk
P.O. Box 1377
Buffalo, NY 14240-1377
M&T Bank		[134,347,987	]		[13.64	%]
Commercial Sweep Accounts
Attn: Sweep Operations
626 Commerce Dr.
Amherst, NY 14228-2307
Govt. Fund—Administrative Class
Shareholder	Shares Owned			Percent Owned
Manufacturers & Traders		[1,426,812,538	]		[99.98	%]
Tice & CO 8TH Floor
Attn: TR Dept Cash Mgmt Clerk
P.O. Box 1377
Buffalo, NY 14240-1377
Govt. Fund—Institutional Class
Shareholder	Shares Owned			Percent Owned
Manufacturers & Traders		[12,079,825	]		[99.99	%]
Tice & CO 8TH Floor
Attn: TR Dept Cash Mgmt Clerk
P.O. Box 1377
Buffalo, NY 14240-1377

The votes of the shareholders of Acquiring Fund are not being solicited since their approval or consent is not necessary for the Reorganizations to take place.

35

Information about the Funds

Each Fund is subject to the informational requirements of the Securities Exchange Act of 1934, as amended, and certain other federal securities statutes, and files reports and other information with the SEC. Proxy materials, reports and other information filed by the Trust can be inspected and copied at the Public Reference Facilities maintained by the SEC at 100 F Street NE, Room 1580, Washington, DC 20549 and at the following regional offices of the SEC: New York Regional Office, 3 World Financial Center, Suite 400, New York, New York 10281; Miami Regional Office, 801 Brickell Avenue, Suite 1800, Miami, Florida 33131; Chicago Regional Office, 175 West Jackson Boulevard, Suite 900, Chicago, Illinois 60604; Denver Regional Office, 1801 California Street, Suite 1500, Denver, Colorado 80202; Los Angeles Regional Office, 5670 Wilshire Boulevard, Suite 1100, Los Angeles, California 90036; Atlanta Regional Office, 3475 Lenox Road, N.E., Suite 1000, Atlanta, Georgia 30326; Boston Regional Office, 33 Arch Street, 23^rd Floor, Boston, Massachusetts 02110; Fort Worth Regional Office, Burnett Plaza, Suite 1900, 801 Cherry Street, Unit #18, Fort Worth, Texas 76102; Philadelphia Regional Office, 701 Market Street, Suite 2000, Philadelphia, Pennsylvania 19106; Salt Lake City Regional Office, 15 W. South Temple Street, Suite 1800, Salt Lake City, Utah 84101; and San Francisco Regional Office, 44 Montgomery Street, Suite 2600, San Francisco, California 94104. Copies of such materials can be obtained from the Public Reference Branch, Office of Consumer Affairs and Information Service, SEC, Washington, D.C. 20549 at present rates. The SEC maintains a website (at http://www.sec.gov) which contains other information about the Trust.

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APPENDIX A: FORM OF PLAN OF REORGANIZATION

THIS PLAN OF REORGANIZATION is made as of March 15, 2016 (this ‘‘Plan’’) by Wilmington Funds, a Delaware statutory trust, with its principal place of business at 111 S. Calvert Street, 26^th Fl., Baltimore, Maryland 21202 (the “Trust”), on behalf of the following series:

Acquired Fund and Share Class	Acquiring Fund and Share Class
Wilmington Prime Money Market Fund (the “Prime Fund”)	Wilmington U.S. Government Money Market Fund (the “Government Fund”)
Service Class	Service Class
Select Class	Select Class
Administrative Class	Administrative Class
Institutional Class	Institutional Class
Wilmington Tax-Exempt Money Market Fund (the “Tax-Exempt Fund”)	Wilmington U.S. Government Money Market Fund (the “Government Fund”)
Service Class	Service Class
Select Class	Select Class
Administrative Class	Administrative Class

Each reorganization will consist of: (i) the transfer of substantially all of the assets, property and goodwill (“Assets”) of Acquired Fund listed in the table above in exchange for the corresponding class of shares listed in the table above of Acquiring Fund (“Acquiring Fund Shares”); (ii) the assumption by Acquiring Fund of all of the liabilities (as set forth in paragraph 1.3) of Acquired Fund; (iii) the distribution of each class of Acquiring Fund Shares to the holders of the corresponding class of shares of Acquired Fund; and (iv) the liquidation of Acquired Fund as provided herein, all upon the terms and conditions set forth in this Plan (the “Reorganization”).

This Plan covers two, separate Reorganizations which are independent of one another. Accordingly, when the terms “Acquiring Fund” and “Acquired Fund” are used in the same sentence, they mean the Government Fund and the Prime Fund or the Government Fund and the Tax-Exempt Fund, and “the Reorganization means either of the Reorganizations covered by this Plan. In addition, Acquired Funds and Acquiring Fund may be referred to herein individually as a “Fund” or collectively, the “Funds.”

WHEREAS, Acquiring Fund and Acquired Fund are separate series of the Trust, and the Trust is an open-end, registered management investment company;

WHEREAS, Acquiring Fund and Acquired Fund are authorized to issue their shares of beneficial interest;

WHEREAS, the Trustees of the Trust have determined that the Reorganization, with respect to Acquiring Fund, is in the best interests of Acquiring Fund and that the interests of the existing shareholders of Acquiring Fund will not be diluted as a result of the Reorganization; and

WHEREAS, the Trustees of the Trust have determined that the Reorganization, with respect to Acquired Fund, is in the best interests of such Acquired Fund and that the interests of the existing shareholders of Acquired Fund will not be diluted as a result of the Reorganization;

A-1

NOW, THEREFORE, in order to consummate the Reorganizations and in consideration of the premises and of the covenants and agreements hereinafter set forth, and intending to be legally bound, the parties hereto covenant and agree as follows:

ARTICLE I: TRANSFER OF ASSETS OF ACQUIRED FUND IN EXCHANGE FOR ACQUIRING FUND SHARES AND LIQUIDATION OF ACQUIRED FUND

1.1      THE EXCHANGE.  Subject to the terms and conditions contained herein and on the basis of the representations and warranties of Acquiring Fund contained herein, Acquired Fund agrees to sell, convey, transfer and deliver all of its Assets, as set forth in paragraph 1.2, to Acquiring Fund. In exchange, Acquiring Fund agrees to: (i) deliver to Acquired Fund the number of full and fractional Acquiring Fund Shares, determined, with respect to each class of shares of Acquired Fund and the corresponding class of shares of Acquiring Fund, by (a) multiplying the shares outstanding of Acquired Fund by (b) the ratio computed by dividing (x) the net asset value per share of Acquired Fund by (y) the net asset value per share of Acquiring Fund computed in the manner set forth in paragraph 2.2 and as of the time and date set forth in paragraph 2.1 and (ii) assume all of the liabilities of Acquired Fund as set forth in paragraph 1.3. Holders of each class of shares of Acquired Fund will receive shares of the corresponding class of Acquiring Fund. Such transactions shall take place at the closing on the Closing Date provided for in paragraph 3.1.

1.2      ASSETS TO BE ACQUIRED.  The Assets of Acquired Fund to be acquired by Acquiring Fund shall consist of all property, assets, and goodwill, including, without limitation, all cash, securities, commodities, interests in futures and dividends or interest receivable, stock splits, settlement rights and payments, including any interest in pending or future legal claims in connection with past or present portfolio holdings, whether in the form of class action claims, opt-out or other direct litigation claims, or regulator or government-established investor recovery fund claims, and any and all resulting recoveries, free and clear of all liens, encumbrances, and claims whatsoever (other than shareholders’ rights of redemption) owned by Acquired Fund and any deferred or prepaid expenses shown as an asset on the books of Acquired Fund on the Closing Date (as defined in paragraph 3.1), except for cash, bank deposits, or cash equivalent securities in an estimated amount necessary (1) to discharge all of Acquired Fund’s known liabilities on its books on the Closing Date including, but not limited to, its income dividends and capital gains distributions, if any, payable for any period prior to, and through, the Closing Date and (2) to pay such contingent liabilities as the trustees of the Trust shall reasonably deem to exist against Acquired Fund, if any, on the Closing Date, for which contingent and other appropriate liability reserves shall be established on the books of Acquired Fund.

Acquired Fund has provided to Acquiring Fund its most recent audited financial statements, which contain a list of all of Acquired Fund’s Assets as of the date of such statements. Acquired Fund hereby represents that as of the date of the execution of this Plan, there have been no changes in its financial position as reflected in such financial statements other than those occurring in the ordinary course of business in connection with the purchase and sale of securities, the issuance and redemption of Acquired Fund shares and the payment of normal operating expenses, dividends and capital gains distributions.

1.3      LIABILITIES TO BE DISCHARGED.  Acquired Fund will discharge all of its known liabilities and obligations prior to the Closing Date (as defined in paragraph 3.1). Acquiring Fund will assume all of the liabilities of Acquired Fund, whether accrued or contingent, known or unknown, existing at the Valuation Time (as defined in paragraph 2.1) in connection with the acquisition of the Assets and subsequent liquidation and dissolution of Acquired Fund.

1.4      LIQUIDATION AND DISTRIBUTION.  On or as soon after the Closing Date as is conveniently practicable: (a) Acquired Fund will distribute in complete liquidation of itself, pro rata to its shareholders of record, determined as of the close of business on the business day immediately preceding the Closing Date (the “Acquired Fund Shareholders”), all of the Acquiring Fund Shares received by Acquired Fund pursuant to

A-2

paragraph 1.1; and (b) Acquired Fund will thereupon proceed to dissolve and terminate as set forth in paragraph 1.8 below. Such distribution will be accomplished by the transfer of the Acquiring Fund Shares credited to the account of Acquired Fund on the books of Acquiring Fund to open accounts on the share records of Acquiring Fund in the name of Acquired Fund Shareholders, and representing the respective pro rata number of Acquiring Fund Shares due such shareholders. All issued and outstanding shares of Acquired Fund (the “Acquired Fund Shares”) will simultaneously be canceled on the books of Acquired Fund and shall no longer evidence ownership thereof. Acquiring Fund shall not issue certificates representing Acquiring Fund Shares in connection with such transfer. After the Closing Date, Acquired Fund shall not conduct any business except in connection with its termination. Fractional shares of beneficial interest of an Acquiring Fund shall be carried to the third decimal place.

1.5      OWNERSHIP OF SHARES.  Ownership of Acquiring Fund Shares will be shown on the books of Acquiring Fund’s transfer agent. Acquiring Fund Shares will be issued simultaneously to Acquired Fund, in an amount equal in value to the aggregate net asset value of each class of shares of Acquired Fund Shares, to be distributed to Acquired Fund Shareholders.

1.6      TRANSFER TAXES.  Any transfer taxes payable upon the issuance of Acquiring Fund Shares in a name other than the registered holder of Acquired Fund Shares on the books of Acquired Fund as of that time shall, as a condition of such issuance and transfer, be paid by the person to whom such Acquiring Fund Shares are to be issued and transferred.

1.7      REPORTING RESPONSIBILITY.  Any reporting responsibility of Acquired Fund is and shall remain the responsibility of Acquired Fund.

1.8      TERMINATION.  Acquired Fund shall be terminated promptly following the Closing Date and the making of all distributions pursuant to paragraph 1.4.

1.9      BOOKS AND RECORDS.  All books and records of Acquired Fund, including all books and records required to be maintained under the Investment Company Act of 1940 (the “1940 Act”), and the rules and regulations thereunder, shall be available to Acquiring Fund from and after the Closing Date and shall be turned over to Acquiring Fund as soon as practicable following the Closing Date.

1.10.      UNPAID DIVIDENDS AND DISTRIBUTIONS.  On the Closing Date (as defined in paragraph 3.1), Acquired Fund Shareholders as of the record date (the “Distribution Record Date”) with respect to any unpaid dividends and other distributions that were declared prior to the Closing Date shall have the right to receive such unpaid dividends and distributions with respect to the shares of Acquired Fund that such person had on the Distribution Record Date.

ARTICLE II: VALUATION

2.1      VALUATION OF ASSETS.  The value of Acquired Fund’s Assets to be acquired by Acquiring Fund hereunder shall be the value of such Assets at the close of regular trading on the New York Stock Exchange (the “NYSE”) on the business day immediately preceding the Closing Date provided in paragraph 3.1 or such earlier or later date and time as determined by an officer of the Trust (the “Valuation Time”), using the valuation procedures set forth in the Trust’s Amended and Restated Agreement and Declaration of Trust (the “Trust Instrument”), Acquiring Fund’s then current Prospectus and Statement of Additional Information, and the Trust’s Amortized Cost Procedures under Rule 2a-7 and Pricing Committee Procedures, or such other valuation procedures as shall be mutually agreed upon by the parties.

2.2      VALUATION OF SHARES.  The net asset value per share of each class of Acquiring Fund Shares shall be the net asset value per share computed as of the Valuation Time, determined to the nearest full cent, using the valuation procedures set forth in the Trust Instrument, Acquiring Fund’s then current Prospectus

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and Statement of Additional Information, and the Trust’s Amortized Cost Procedures under Rule 2a-7 and Pricing Committee Procedures, or such other valuation procedures as shall be mutually agreed upon by the parties.

2.3      SHARES TO BE ISSUED.  The number of Acquiring Fund Shares to be issued (including fractional shares, if any) in exchange for Acquired Fund’s Assets, shall be determined, with respect to each class of shares of Acquired Fund and each corresponding class of shares of an Acquiring Fund, by (a) multiplying the shares outstanding of Acquired Fund by (b) the ratio computed by (x) dividing the net asset value per share of Acquired Fund by (y) the net asset value per share of Acquiring Fund determined in accordance with paragraph 2.2.

2.4      DETERMINATION OF VALUE.  All computations of value shall be made by The Bank of New York Mellon, as the custodian for Acquiring Fund and Acquired Fund (the “Custodian”).

2.5      OTHER VALUATION MATTERS.

(a)      At the Valuation Time, if the net asset value per share of Acquiring Fund or an Acquired Fund (calculated using amortized cost, rounded to the [fourth] decimal place and reflecting any realized losses) is less than the net asset value per share of its Reorganization counterparty, then Wilmington Funds Management Corporation (the “Advisor”) shall contribute to the capital of the Fund with the lower net asset value per share an amount equal to the difference in such per share net asset values.

(b)      In addition to and not in limitation of Section 2.5(a), if the difference between the per share net asset value of any class of Acquired Fund and the corresponding class of Acquiring Fund equals or exceeds $0.0010 at the Valuation Time, as computed by using market values in accordance with the policies and procedures established by the Trust, then the Trust shall have the right to postpone the Closing Date involving such Funds until such time as the per share difference is less than that amount. If such Closing Date is postponed pursuant to the preceding sentence, then the Fund having the per share net asset value of any class (as computed in accordance with the preceding sentence) at the Valuation Time that is $0.0010 or more lower than that of the corresponding class of shares of the other Fund shall use commercially reasonable efforts to reduce such difference to less than $0.0010 within thirty days. If after thirty days, the difference between the per share net asset value of any class of Acquired Fund and the corresponding class of Acquiring Fund still equals or exceeds $0.0010, then the parties shall have the right to terminate the reorganization transaction involving such Acquired Fund and Acquiring Fund.

ARTICLE III: CLOSING AND CLOSING DATE

3.1      CLOSING DATE.  The closing of the Reorganization of the Prime Fund and Acquiring Fund shall occur on or about August 15, 2016, and such date shall be the “Closing Date” for that Reorganization. The closing of the Reorganization of the Tax-Exempt Fund and Acquiring Fund shall occur on or about August 22, 2016, and such date shall be the “Closing Date” for that Reorganization. All acts taking place at the closing shall be deemed to take place immediately prior to the opening of business on the Closing Date unless otherwise provided herein. The closing shall be held at the offices of the Trust, or at such other time and/or place as the parties may agree.

3.2      CUSTODIAN’S CERTIFICATE.  Acquired Fund shall cause its the Custodian to deliver on the Closing Date a certificate of an authorized officer stating that: (a) Acquired Fund’s portfolio securities, cash, and any other assets have been delivered in proper form to Acquiring Fund on the Closing Date; and (b) all necessary Taxes (as defined below) including all applicable federal and state stock transfer stamps, if any, shall have been paid, or provision for payment shall have been made, in conjunction with the delivery of portfolio securities by Acquired Fund.

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3.3      EFFECT OF SUSPENSION IN TRADING.  In the event that on the scheduled Closing Date, either: (a) the NYSE or another primary exchange on which the portfolio securities of Acquiring Fund or Acquired Fund are purchased or sold, shall be closed to trading or trading on such exchange shall be restricted; or (b) trading or the reporting of trading on the NYSE or elsewhere shall be disrupted so that accurate appraisal of the value of the net assets of Acquiring Fund or Acquired Fund is impracticable, then the Closing Date shall be postponed until the first business day after the day when trading is fully resumed and reporting is restored, or to such other date(s) as the parties may agree.

3.4      TRANSFER AGENT’S CERTIFICATE.  Acquired Fund shall cause BNY Mellon Investment Servicing (US) Inc. (“BNYMIS”), as transfer agent for Acquired Fund as of the Closing Date, to deliver at the closing, a certificate of an authorized officer stating that its records contain the names and addresses of Acquired Fund Shareholders, and the number and percentage ownership of outstanding shares owned by each such shareholder at the Valuation Time. Acquiring Fund shall issue and deliver or cause BNYMIS, its transfer agent, to issue and deliver a confirmation evidencing Acquiring Fund Shares to be credited on the Closing Date to the Secretary of the Trust or provide evidence satisfactory to Acquired Fund that Acquiring Fund Shares have been credited to Acquired Fund’s account on the books of Acquiring Fund. On the Closing Date, each party shall deliver to the other such bills of sale, checks, assignments, share certificates, receipts and other documents, if any, as such other party or its counsel may reasonably request.

ARTICLE IV: REPRESENTATIONS AND WARRANTIES

4.1 NECESSARY FINDINGS OF FACT BY THE TRUST ON BEHALF OF ACQUIRED FUND AND ACQUIRING FUND:

(a)      Each Fund is a legally designated, separate series of a statutory trust duly organized, validly existing, and in good standing under the laws of the State of Delaware.

(b)      The Trust is duly registered as an open-end management investment company under the 1940 Act, and the Trust’s registration with the Securities and Exchange Commission (the “Commission”) as an investment company under the 1940 Act is in full force and effect as of the date hereof and will be in full force and effect as of the Closing Date.

(c)      The current Prospectus and Statement of Additional Information of each Fund conform in all material respects to the applicable requirements of the Securities Act of 1933 (the “1933 Act’’) and the 1940 Act, and the rules and regulations. All of the shares of Acquired Fund and Acquiring Fund sold were sold pursuant to an effective registration statement filed under the 1933 Act, except for any shares sold pursuant to the private offering exception for the purpose of raising initial capital or obtaining any required initial shareholder approvals. The Prospectus and Statement of Additional Information of each Fund, as well as any combined prospectus/information statement (in the case of the Prime Fund - Acquiring Fund Reorganization) and any combined prospectus/proxy statement pursuant to which approval of the Tax-Exempt Fund’s shareholders will be sought (in the case of the Tax-Exempt Fund - Acquiring Fund Reorganization), shall not include any untrue statement of a material fact or omit to state any material fact required to be stated or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading.

(d)      The books and records of Acquired Fund, including FASB ASC 740-10-25 (formerly FIN 48) work papers and supporting statements (“FIN 48 Workpapers”), made available to Acquiring Fund are true and correct in all material respects and contain no material omissions with respect to the business and operations of Acquired Fund. The books and records of Acquiring Fund, including FIN 48 Workpapers, made available to Acquired Fund are true and correct in all material respects and contain no material omissions with respect to the business and operations of Acquiring Fund.

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(e)      The execution, delivery, and performance of this Plan on behalf of each Fund (subject to approval by Tax-Exempt Fund shareholders) will not result in the violation of any provision of the Trust Instrument or the Trust’s By-Laws (“By-laws”) or of any material agreement, indenture, instrument, contract, lease, or other undertaking to which either is a party or by which it is bound.

(f)      Acquired Fund has no material contracts or other commitments (other than this Plan) that will be terminated with liability to it before the Closing Date, except for liabilities, if any, to be discharged as provided in paragraph 1.3 hereof.

(g)      Except as otherwise disclosed in writing to and accepted by the relevant Fund, no litigation, administrative proceeding, or investigation of or before any court or governmental body is presently pending or to its knowledge threatened against either Fund or any of its properties or assets, which, if adversely determined, would materially and adversely affect its financial condition, the conduct of its business, or the ability of the Fund to carry out the transactions contemplated by this Plan. Neither Fund knows of any facts that might form the basis for the institution of such proceedings and neither Fund is a party to or subject to the provisions of any order, decree, or judgment of any court or governmental body that could materially and adversely affect its business or its ability to consummate the transactions contemplated herein. Neither Fund is charged with, or to its knowledge, threatened with, any violation or investigation of any possible violation of any provision of any federal, state or local law or regulation or administrative ruling relating to any aspect of its business.

(h)      The audited financial statements of each Fund as of April 30, 2015, and for the fiscal year then ended, and any interim unaudited financial statements have been prepared in accordance with generally accepted accounting principles, and such statements fairly reflect the financial condition of each Fund as of such date, and there are no known contingent liabilities of either Fund as of such date that are not disclosed in such statements.

(i)      The statement of assets and liabilities of Acquired Fund and Acquiring Fund to be furnished by the Trust as of the Closing Date for the purpose of determining the number of shares of beneficial interest of an Acquiring Fund to be issued pursuant to Article I hereof will accurately reflect the net assets of Acquired Fund and Acquiring Fund and their outstanding shares of beneficial interest as of such date, in conformity with generally accepted accounting principles applied on a consistent basis.

(j)      Since the date of the financial statements referred to in paragraph (h) above, there have been no material adverse changes in either Fund’s financial condition, assets, liabilities or business (other than changes occurring in the ordinary course of business), or any incurrence by a Fund of indebtedness maturing more than one year from the date such indebtedness was incurred, except as otherwise disclosed to and accepted by the Trust on behalf of the relevant Fund. For the purposes of this paragraph (j), a decline in the net asset value of Acquired Fund shall not constitute a material adverse change.

(k)      The Trust has duly and timely filed, on behalf of Acquired Fund and Acquiring Fund, as appropriate, all Tax (as defined below) returns, reports, information returns, elections, agreements, and declarations, or other documents of any nature or kind (including any attached schedules, supplements and additional or supporting material) filed or required to be filed with respect to Taxes, including any claim for refund, amended return or declaration of estimated Taxes (and including any amendments with respect thereto) (collectively, the “Returns”), which are required to be filed by Acquired Fund or Acquiring Fund, and all such Returns accurately state the amount of Tax owed for the periods covered by the Returns, or, in the case of information returns, the amount and character of income required to be reported by Acquired Fund or Acquiring Fund. The Trust has, on behalf of Acquired Fund or Acquiring Fund, as appropriate, paid or made provision and properly accounted for all Taxes due or properly shown to be due on such Returns. The amounts set up as provisions for Taxes in the books and records of Acquired Fund or Acquiring Fund, as appropriate, as of the Closing Date will, to the extent required by generally accepted accounting principles, be sufficient for the payment of all Taxes of any kind, whether accrued, due, absolute, contingent or otherwise, which were or which may be payable by Acquired Fund or Acquiring Fund, as appropriate, for any periods or fiscal years (or portions

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thereof) ending on or before the Closing Date, including all Taxes imposed before or after the Closing Date that are attributable to any such period or fiscal year. No return filed by the Trust on behalf of Acquired Fund or Acquiring Fund, as appropriate, is currently being audited by the Internal Revenue Service or by any state or local taxing authority, no waivers of the time to assess any Taxes are outstanding, and no written requests for such waivers are pending. As used in this Plan, “Tax” or “Taxes” means all federal, state, local and foreign (whether imposed by a country or political subdivision or authority thereunder) income, gross receipts, excise, sales, use, value added, employment, franchise, profits, property, ad valorem or other taxes, stamp taxes and duties, fees, assessments or charges, whether payable directly or by withholding, together with any interest and any penalties, additions to tax or additional amounts imposed by any taxing authority (foreign or domestic) with respect thereto. To the best knowledge of the Trust, there are no levies, liens or encumbrances relating to Taxes existing, threatened or pending with respect to the Assets of Acquired Fund or Acquiring Fund, as appropriate. There are no known actual or proposed deficiency assessments with respect to any Taxes payable by the Trust.

(l)      All issued and outstanding shares of each Fund are duly and validly issued and outstanding, fully paid and non-assessable by such Fund. All of the issued and outstanding shares of Acquired Fund will, at the time of the Closing Date, be held by the persons and in the amounts set forth in the records of Acquired Fund’s transfer agent as provided in paragraph 3.4. No Fund has any outstanding options, warrants, or other rights to subscribe for or purchase any of its shares, and has no outstanding securities convertible into any of its shares. Acquired Fund and Acquiring Fund are authorized to issue an unlimited number of shares of beneficial interest, with no par value.

(m)      At the Closing Date, Acquired Fund will have good and marketable title to Acquired Fund’s Assets to be transferred to Acquiring Fund pursuant to paragraph 1.2, and full right, power, and authority to sell, assign, transfer, and deliver such Assets hereunder, free of any lien or other encumbrance, except those liens or encumbrances to which Acquiring Fund has received notice, and, upon delivery and payment for such Assets, and the filing of any articles, certificates or other documents under the laws of the state of Delaware, an Acquiring Fund will acquire good and marketable title, subject to no restrictions on the full transfer of such Assets, other than such restrictions as might arise under the 1933 Act, and such imperfections of title or encumbrances as do not materially detract from the value or use of the Assets subject thereto, or materially affect title thereto, and other than as disclosed to and accepted by Acquiring Fund.

(n)      No Fund has any unamortized or unpaid organizational fees or expenses.

(o)      Acquiring Fund Shares to be issued and delivered to Acquired Fund for the accounts of Acquired Fund Shareholders pursuant to the terms of this Plan will, at the Closing Date, have been duly authorized. When so issued and delivered, such shares will be duly and validly issued Acquiring Fund Shares, and will be fully paid and non-assessable.

(p)      The Trust has the necessary trust power and trust authority to conduct its business and the business of each Acquiring Fund and Acquired Fund as such businesses are now being conducted. The Trust has full trust power and trust authority to enter into and perform its obligations under this Plan. The execution, delivery and performance of this Plan have been duly authorized by all necessary action on the part of each Fund. Subject to approval by Tax-Exempt Fund shareholders, this Plan constitutes a legally valid and binding obligation of each Fund, enforceable in accordance with its terms, subject as to enforcement, to bankruptcy, insolvency, reorganization, moratorium, arrangement among creditors, fraudulent transfer or conveyance and other laws relating to or affecting creditors’ rights and to general equity principles.

(q)      The information to be furnished by each Fund for use in no-action letters, applications for orders, registration statements, proxy materials, and other documents that may be necessary in connection with the transactions contemplated herein shall be accurate and complete in all material respects and shall comply in all material respects with federal securities and other applicable laws and regulations.

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(r)      From the effective date of the Registration Statement (as defined in paragraph 5.8), through the time of the meeting of Tax-Exempt Fund shareholders and on the Closing Date, any written information furnished by the Trust with respect to each Fund for use in the Registration Materials (as defined in paragraph 5.8), or any other materials provided in connection with the Reorganization, does not and will not contain any untrue statement of a material fact or omit to state a material fact required to be stated or necessary to make the statements, in light of the circumstances under which such statements were made, not misleading.

(s)      Acquired Fund has elected to be treated as a “regulated investment company” (a ‘‘RIC’’) under Subchapter M of the Internal Revenue Code of 1986, as amended (the “Code”), and is a fund that is treated as a separate corporation under Section 851(g)(1) of the Code; has qualified for treatment as a RIC for each taxable year since inception and will continue to qualify as a RIC for its taxable year ending upon its liquidation; has not had any earnings or profits accumulated in any taxable year to which the provisions of Subchapter M of the Code (or the corresponding provisions of prior law) did not apply to it; and the consummation of the transactions contemplated by this Plan will not cause it to fail to be qualified as a RIC as of the Closing Date.

(t)      Acquiring Fund has elected to be treated as a RIC under Subchapter M of the Code and is a fund that is treated as a separate corporation under Section 851(g) of the Code; has qualified for treatment as a RIC for each taxable year since inception and will continue to qualify as a RIC for its current taxable; has not had any earnings or profits accumulated in any taxable year to which the provisions of Subchapter M of the Code (or the corresponding provisions of prior law) did not apply to it; and the consummation of the transactions contemplated by this Plan will not cause it to fail to be qualified as a RIC as of the Closing Date.

(u)      Neither Acquiring Fund nor Acquired Fund is under jurisdiction of a court in a Title 11 or similar case.

(v)      There is no inter-corporate indebtedness existing between Acquired Fund and Acquiring Fund that was issued, acquired, or will be settled at a discount.

(w)      No governmental consents, approvals, authorizations or filings are required under the 1933 Act, the Securities Exchange Act of 1934 (the “1934 Act”), the 1940 Act or Delaware law for the execution of this Plan by the Trust, for itself and on behalf of each Fund, except for the effectiveness of the Registration Statement, and the filing of any articles, certificates or other documents that may be required under Delaware law, and except for such other consents, approvals, authorizations and filings as have been made or received, and such consents, approvals, authorizations and filings as may be required subsequent to the Closing Date, it being understood, however, that this Plan and the transactions contemplated herein must be approved by the shareholders of the Tax-Exempt Fund as described in paragraph 5.2.

(x)      On the Closing Date, each class of shares of beneficial interest of Acquiring Fund to be issued pursuant to this Plan will be eligible for offering to the public in those states of the United States and jurisdictions in which the corresponding class of shares of Acquired Fund are presently eligible for offering to the public, and there are an unlimited number of shares registered under the 1933 Act such that there is a sufficient number of such shares to permit the transfers contemplated by this Plan to be consummated.

(y)      Acquiring Fund agrees to use all reasonable efforts to obtain the approvals and authorizations required by the 1933 Act, the 1940 Act, and any state Blue Sky or securities laws as it may deem appropriate in order to continue its operations after the Closing Date.

ARTICLE V: COVENANTS OF ACQUIRING FUND AND ACQUIRED FUND

5.1      OPERATION IN ORDINARY COURSE.  Each Fund will operate its respective business in the ordinary course between the date of this Plan and the Closing Date, it being understood that such ordinary course of business will include customary dividends and shareholder purchases and redemptions.

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5.2      APPROVAL OF SHAREHOLDERS.  The Board of Trustees of the Trust will call a special meeting of Tax-Exempt Fund Shareholders to consider and act upon this Plan and to take all other appropriate action necessary to obtain approval of the transactions contemplated herein.

5.3      INVESTMENT REPRESENTATION.  Acquired Fund covenants that its Acquiring Fund Shares to be issued pursuant to this Plan are not being acquired for the purpose of making any distribution, other than in connection with the Reorganization and in accordance with the terms of this Plan.

5.4      ADDITIONAL INFORMATION.  Acquired Fund will assist its Acquiring Fund in obtaining such information as Acquiring Fund reasonably requests concerning the beneficial ownership of Acquired Fund’s shares.

5.5      FURTHER ACTION.  Subject to the provisions of this Plan, each Fund will take or cause to be taken, all action, and do or cause to be done, all things reasonably necessary, proper or advisable to consummate and make effective the transactions contemplated by this Plan, including any actions required to be taken after the Closing Date.

5.6      [Intentionally omitted].

5.7      OTHER INFORMATION.  At the Closing, the Trust shall provide:

(a)      A copy (which may be in electronic form) of Acquired Fund’s shareholder ledger accounts including, without limitation, the name, address and taxpayer identification number of each shareholder of record, the number of shares of common stock of Acquired Fund held by each shareholder, indicating thereon which such shares are represented by outstanding certificates and which by book-entry accounts, the dividend reinvestment elections applicable to each shareholder, and the backup withholding and nonresident alien withholding certifications, notices or records on file with Acquired Fund with respect to each shareholder, for all of the shareholders of record of Acquired Fund’s shares as of the Valuation Time, who are to become holders of shares of Acquiring Fund as a result of the transactions contemplated by this Plan, certified by its transfer agent or its President or its Vice-President to the best of their knowledge and belief.

(b)      If requested by Acquiring Fund, all work papers and supporting statements related to ASC 740-10-25 (formerly, “Accounting for Uncertainty in Income Taxes,” FASB Interpretation No. 48, July 13, 2006) pertaining to Acquired Fund.

(c)    The tax books and records of Acquired Fund for purposes of preparing any returns required by law to be filed for tax periods ending after the Closing Date.

5.8      PREPARATION OF REGISTRATION STATEMENT AND SCHEDULE 14A PROXY STATEMENT.  The Trust will prepare and file with the Commission a registration statement on Form N-14 relating to Acquiring Fund Shares to be issued to shareholders of the Tax-Exempt Fund (the “Registration Statement”). The Registration Statement shall include an information statement with respect to the Prime Fund, a proxy statement with respect to the Tax-Exempt Fund and a Prospectus of Acquiring Fund relating to the transactions contemplated by this Plan. The Registration Statement shall be in compliance in all material respects with the 1933 Act, the 1934 Act and the 1940 Act and the rules and regulations promulgated thereunder as applicable. The Registration Statement will not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. At the time the Registration Statement becomes effective, at the time of the Tax-Exempt Fund’s shareholders’ meeting, and on the Closing Date, the prospectus and statement of additional information included in the Registration Statement did not and will not contain an untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not

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misleading. Each Fund will provide the other party with the materials and information (the “Registration Materials”) necessary to prepare the Registration Statement, for inclusion therein, in connection with the meeting of Acquired Fund’s Shareholders to consider the approval of this Plan and the transactions contemplated herein.

5.9      SHARES OF BENEFICIAL INTEREST.  The shares of beneficial interest of Acquiring Fund to be issued and delivered to Acquired Fund pursuant to the terms of Article I hereof shall have been duly authorized as of the Closing Date and, when so issued and delivered, shall be registered under the 1933 Act, validly issued and fully paid and non-assessable, and no shareholder of Acquiring Fund shall have any statutory or contractual preemptive right of subscription or purchase in respect thereof other than any rights created pursuant to this Plan.

5.10      TAX RETURNS.  Each Fund covenants that by the Closing Date, all federal and other Tax Returns required by law to be filed on or before such date shall have been filed and all federal and other Taxes shown as due on said returns either shall have been paid or adequate liability reserves shall have been provided for the payment of such Taxes.

5.11      ACQUIRED FUND TAX RETURNS.  Acquired Fund shall deliver to Acquiring Fund copies of: (1) the federal, state and local income tax returns filed by or on behalf of Acquired Fund for the prior three (3) taxable years; and (2) any of the following that have been issued to or for the benefit of or that otherwise affect Acquired Fund and which have continuing relevance: (a) rulings, determinations, holdings or opinions issued by any federal, state, local or foreign tax authority and (b) legal opinions.

5.12      LIQUIDATING DISTRIBUTIONS.  As soon as is reasonably practicable after the Closing, Acquired Fund will make one or more liquidating distributions to its shareholders consisting of the applicable class of shares of Acquiring Fund received at the Closing, as set forth in Section 1.4 hereof.

ARTICLE VI: CONDITIONS PRECEDENT TO OBLIGATIONS OF ACQUIRED FUND

The obligations of Acquired Fund to consummate the transactions provided for herein shall be subject, at its election, to the performance by Acquiring Fund of all the obligations to be performed by Acquiring Fund pursuant to this Plan on or before the Closing Date, and, in addition, subject to the following conditions:

6.1      All representations and warranties of Acquiring Fund contained in this Plan shall be true and correct in all material respects as of the date hereof and as of the Closing Date, with the same force and effect as if made on and as of the Closing Date and all covenants and obligations of Acquiring Fund contained in this Plan shall have been complied with in all material respects as of the Closing Date. Acquiring Fund shall have delivered to Acquired Fund a certificate executed in Acquiring Fund’s name by the Trust’s President or Vice President and its Treasurer or Assistant Treasurer, in form and substance satisfactory to Acquired Fund and dated as of the Closing Date, to such effect and as to such other matters as Acquired Fund shall reasonably request.

ARTICLE VII: CONDITIONS PRECEDENT TO OBLIGATIONS OF ACQUIRING FUND

The obligations of Acquiring Fund to consummate the transactions provided for herein shall be subject, at its election, to the performance by Acquired Fund of all the obligations to be performed by Acquired Fund pursuant to this Plan, on or before the Closing Date and, in addition, shall be subject to the following conditions:

7.1      All representations and warranties of Acquired Fund contained in this Plan shall be true and correct in all material respects as of the date hereof and as of the Closing Date, with the same force and effect as if made on and as of such Closing Date and all covenants of Acquired Fund contained in this Plan shall have been complied with in all material respects as of the Closing Date. Acquired Fund shall have delivered to Acquiring Fund on such Closing Date a certificate executed in Acquired Fund’s name by the Trust’s President or Vice President and Treasurer or Assistant Treasurer, in form and substance satisfactory to Acquiring Fund and

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dated as of such Closing Date, to such effect and as to such other matters as Acquiring Fund shall reasonably request.

7.2      Acquired Fund shall have delivered to Acquiring Fund a statement of Acquired Fund’s assets and liabilities, together with a list of Acquired Fund’s portfolio securities showing the adjusted cost basis of such securities by lot and the holding periods of such securities, as of the Closing Date, certified by the Treasurer of the Trust.

7.3      Acquired Fund shall have declared, and shall have paid or caused to have been paid, a dividend or dividends prior to the closing on the Closing Date which, together with all previous such dividends, shall have the effect of distributing to its shareholders: (i) all of Acquired Fund’s investment company taxable income for the taxable year ended prior to the Closing Date and substantially all of such investment company taxable income for the final taxable year ending with its complete liquidation (in each case determined without regard to any deductions for dividends paid); (ii) all of Acquired Fund’s net capital gain recognized in its taxable year ended prior to the Closing Date and substantially all of any such net capital gain recognized in such final taxable year (in each case after reduction for any capital loss carryover); and (iii) at least 90 percent of the excess, if any, of Acquired Fund’s interest income excludible from gross income under Section 103(a) of the Code over its deductions disallowed under Sections 265 and 171(a)(2) of the Code for the taxable year ended prior to the Closing Date and at least 90 percent of such net tax-exempt income for such final taxable year.

ARTICLE VIII: FURTHER CONDITIONS PRECEDENT TO OBLIGATIONS OF ACQUIRING FUND AND ACQUIRED FUND

If any of the conditions set forth below do not exist on or before the Closing Date with respect to either Acquired Fund or Acquiring Fund, the other party to this Plan shall, at its option, not be required to consummate the transactions contemplated by this Plan:

8.1      This Plan and the transactions contemplated herein, with respect to the Tax-Exempt Fund, shall have been approved by the requisite vote of the holders of the outstanding shares of the Tax-Exempt Fund in accordance with applicable law and the provisions of the Trust Instrument and the By-Laws. Certified copies of the resolutions evidencing such approval shall have been delivered to Acquiring Fund. Notwithstanding anything herein to the contrary, neither Acquiring Fund nor the Tax-Exempt Fund may waive the conditions set forth in this paragraph 8.1.

8.2      On the Closing Date, the Commission shall not have issued an unfavorable report under Section 25(b) of the 1940 Act, or instituted any proceeding seeking to enjoin the consummation of the transactions contemplated by this Plan under Section 25(c) of the 1940 Act. Furthermore, no action, suit or other proceeding shall be threatened or pending before any court or governmental agency in which it is sought to restrain or prohibit, or obtain damages or other relief in connection with this Plan or the transactions contemplated herein.

8.3      All required consents of other parties and all other consents, orders, and permits of federal, state and local regulatory authorities (including those of the Commission and of State securities authorities, including any necessary “no-action” positions and exemptive orders from such federal and state authorities) to permit consummation of the transactions contemplated herein shall have been obtained, except where failure to obtain any such consent, order, or permit would not involve a risk of a material adverse effect on the Assets or properties of Acquiring Fund or Acquired Fund, provided that either party hereto may waive any such conditions for itself.

8.4      The Registration Statement shall have become effective under the 1933 Act, and no stop orders suspending the effectiveness thereof shall have been issued prior to the Closing Date or shall be in effect on the Closing Date. To the best knowledge of Acquiring Fund and Acquired Fund, no investigation or proceeding for that purpose shall have been instituted or be pending, threatened or contemplated under the 1933 Act.

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8.5      The parties shall have received, prior to or on the Closing Date, an opinion of counsel substantially to the effect that, provided the transactions contemplated hereby are carried out in accordance with the Plan and the laws of the State of Delaware, and based upon certificates of the officers of the Trust on behalf of the Funds with regard to matters of fact:

(a)      The transfer by Acquired Fund of all of its Assets to Acquiring Fund in exchange for Acquiring Fund Shares and the assumption by Acquiring Fund of all obligations and liabilities of Acquired Fund, while a taxable exchange, will result in no material adverse federal income tax consequences to Acquired Fund, pursuant to Section 1001 of the Code;

(b)      No gain or loss will be recognized by Acquiring Fund upon the receipt of all the assets of Acquired Fund, in exchange solely for Acquiring Fund Shares and the assumption by Acquiring Fund of all obligations and liabilities of Acquired Fund, pursuant to Section 1032(a) of the Code;

(c)      The distribution of the Acquiring Fund Shares by Acquired Fund to its shareholders in complete liquidation of Acquired Fund, while a taxable exchange, will result in no material adverse federal income tax consequences to Acquired Fund, pursuant to Sections 336(a) and 1001 of the Code;

(d)      The basis of the Assets of Acquired Fund received by Acquiring Fund will be the fair market value of these Assets at the time received, pursuant to Section 1.1032-1(d) of the income tax regulations issued by the United States Department of the Treasury and Section 1012 of the Code;

(e)      The holding period of the Assets of Acquired Fund received by Acquiring Fund will begin on the day after the Closing Date, pursuant to Section 1223 of the Code and Rev. Rul. 66-7, 1966-1 CB 188;

(f)      The exchange by the Acquired Fund Shareholders of their Acquired Fund Shares for Acquiring Fund Shares (including fractional shares to which they may be entitled), while a taxable exchange, will result in no material adverse federal income tax consequences to Acquired Fund Shareholders, pursuant to Section 331(a) of the Code;

(g)      The basis of the Acquiring Fund Shares received by the Acquired Fund Shareholders (including fractional shares to which they may be entitled) will be the fair market value (i.e., the net asset value) of the Acquiring Fund Shares at the time of distribution, pursuant to Section 334(a) of the Code;

(h)      The holding period of Acquiring Fund Shares received by the Acquired Fund Shareholders (including fractional shares to which they may be entitled) will begin on the day after the Closing Date, pursuant to Section 1223 of the Code and Rev. Rul. 66-7, 1966-1 CB 188.

Such opinion shall be based on customary assumptions and such representations as Stradley Ronon Stevens & Young, LLP (“SRSY”) may reasonably request, and the Trust will cooperate to make and certify the accuracy of such representations. Such opinion shall contain such limitations as shall be in the opinion of SRSY appropriate to render the opinions expressed therein. Notwithstanding anything herein to the contrary, the Trust may not waive the conditions set forth in this paragraph 8.5.

8.6      [Intentionally omitted].

8.7      That there be delivered to Acquiring Fund (a) shareholder information including: the names, addresses, and taxpayer identification numbers of the shareholders of Acquired Fund as of the Closing Date; the number of shares held by each shareholder; the dividend reinvestment elections applicable to each shareholder; and the backup withholding and nonresident alien withholding certifications, notices or records on file with Acquired Fund with respect to each shareholder; (b) if requested by Acquiring Fund in writing, all FIN 48

A-12

Workpapers; and (c) if requested by Acquiring Fund in writing, the Tax books and records of Acquired Fund for purposes of preparing any Tax returns required by law to be filed after the Closing Date.

8.8      That the Trust shall have received an opinion in form and substance reasonably satisfactory to it from SRSY to the effect that:

(a)      The Trust is a statutory trust under the laws of the State of Delaware on and is validly existing and in good standing under the laws of the State of Delaware.

(b)      The Trust is an open-end, investment company of the management type registered as such under the 1940 Act;

(c)      The Trust is authorized to issue an unlimited number of shares of beneficial interest, without par value, of Acquired Fund and Acquiring Fund.

(d)      Assuming that the initial shares of beneficial interest of Acquired Fund were issued in accordance with the 1940 Act, and the Trust Instrument and the By-Laws, and that all other such outstanding shares of Acquired Fund were sold, issued and paid for in accordance with the terms of Acquired Fund’s prospectus in effect at the time of such sales, each such outstanding share is validly issued, fully paid and non-assessable;

(e)      Assuming that the initial shares of beneficial interest of Acquiring Fund were issued in accordance with the 1940 Act and the Trust Instrument and the By-Laws, and that all other such outstanding shares of Acquiring Fund were sold, issued and paid for in accordance with the terms of Acquiring Fund’s prospectus in effect at the time of such sales, each such outstanding share is validly issued, fully paid and non-assessable;

(f)      Except as disclosed in Acquired Fund’s and Acquiring Fund’s currently effective prospectus, SRSY does not know of any material suit, action, or legal or administrative proceeding pending or threatened against the Trust, the unfavorable outcome of which would materially and adversely affect the Trust, Acquired Fund or Acquiring Fund;

(g)      The shares of beneficial interest of Acquiring Fund to be issued pursuant to the terms of Article I hereof have been duly authorized and, when issued and delivered as provided in this Plan, will have been validly issued and fully paid and will be non-assessable by the Trust or an Acquiring Fund;

(h)      To SRSY’s knowledge, no consent, approval, authorization or order of any court, governmental authority or agency is required for the consummation by the Trust of the transactions contemplated by this Plan, except such as have been obtained under the 1933 Act, the 1934 Act, the 1940 Act, and Delaware laws (including, in the case of each of the foregoing, the rules and regulations thereunder and such as may be required under state securities laws); and

(i)      Neither the execution nor performance of this Plan by the Trust violates any provision of its Trust Instrument, its By-Laws, or the provisions of any agreement or other instrument, known to such Counsel to which the Trust is a party or by which the Trust is otherwise bound.

(j)      In rendering such opinion, SRSY may (i) rely, as to matters governed by the laws of the State of Delaware, on an opinion of competent Delaware counsel, (ii) make assumptions regarding the authenticity, genuineness, and/or conformity of documents and copies thereof without independent verification thereof, and other customary assumptions as the parties may agree, (iii) limit such opinion to applicable federal and state law, (iv) define the word “knowledge” and related terms to mean the knowledge of attorneys then with such firm who have devoted substantive attention to matters directly related to this Plan and the Reorganization; and (v) rely on certificates of officers or trustees of the Trust, in each case reasonably acceptable to the Trust.

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ARTICLE IX: EXPENSES

9.1      The expenses of the Reorganization will be borne by the Advisor or its affiliates. Reorganization expenses include, without limitation: (a) expenses associated with the preparation and filing of the Registration Materials; (b) postage; (c) printing; (d) accounting fees; (e) legal fees incurred by each Fund; (f) solicitation costs of the transaction; and (g) other related administrative or operational costs. Reorganization expenses do not include costs relating to portfolio transactions by any Fund. Registration fees will be borne by the Trust on an as-incurred basis.

ARTICLE X: FINAL TAX RETURNS AND FORMS 1099 OF ACQUIRED FUND

10.1      After the Closing Date, the Trust shall or shall cause its agents to prepare any federal, state or local Tax Returns, including any Forms 1099, required to be filed by the Trust with respect to Acquired Fund’s final taxable year ending with its complete liquidation and for any prior periods or taxable years and shall further cause such Tax Returns and Forms 1099 to be duly filed with the appropriate taxing authorities.

10.2      Notwithstanding the provisions of Article IX hereof, any expenses incurred by the Trust or Acquired Fund (other than for payment of Taxes) in connection with the preparation and filing of said Tax returns and Forms 1099 after the Closing Date, shall be borne by Acquired Fund to the extent such expenses have been or should have been accrued by Acquired Fund in the ordinary course without regard to this Plan; any excess expenses shall be borne by the Adviser, at the time such Tax returns and Forms 1099 are prepared.

ARTICLE XI: ENTIRE PLAN; SURVIVAL OF WARRANTIES

11.1      The Trust, on behalf of each Fund, agrees that it has not made any representation, warranty and/or covenant regarding the Reorganizations other than those set forth herein, and that this Plan constitutes the entire agreement between the parties.

11.2      Except as specified in the next sentence set forth in this paragraph 11.2, the representations, warranties, and covenants contained in this Plan or in any document delivered pursuant to or in connection with this Plan, shall not survive the consummation of the transactions contemplated hereunder and neither the Trust, Acquiring Fund, nor Acquired Fund, nor any of their officers, trustees, agents or shareholders shall have any liability with respect to such representations or warranties after the Closing Date. The covenants to be performed after the Closing Date shall continue in effect beyond the consummation of the transactions contemplated hereunder.

ARTICLE XII: TERMINATION

12.1      This Plan may be terminated at any time (whether before or after adoption thereof by the shareholders of the Tax-Exempt Fund) by the consent of the Trust. In addition, the Trust may at its option terminate this Plan on behalf of any Fund at or before the Closing Date due to:

(a)      A breach of any representation, warranty, or agreement contained herein to be performed at or before the Closing Date, if not cured within 30 days;

(b)      A condition herein expressed to be precedent to the obligations of the terminating party that has not been met and it reasonably appears that it will not or cannot be met; or

(c)      A determination by the Board of Trustees that the consummation of the transactions contemplated herein is not in the best interest of a Fund.

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12.2      In the event of any such termination, this Plan shall become void and have no further effect, and there shall be no liability for damages on the part of Acquiring Fund, Acquired Fund, the Trust, or persons who are their agents, shareholders, Trustees or officers. The failure of any Acquired Fund to consummate the transactions contemplated in this Plan will not affect the consummation of the Reorganization of any other Acquired Fund.

ARTICLE XIII: AMENDMENTS

13.1      This Plan may be amended, modified, or supplemented in such manner as may be approved in writing by the officers of the Trust as specifically authorized by the Board of Trustees; provided, however, that following the meeting of shareholders called by the Tax-Exempt Fund pursuant to paragraph 5.2 of this Plan, no such amendment may have the effect of changing the provisions for determining the number of Acquiring Fund Shares to be issued to Tax-Exempt Fund shareholders under this Plan to the detriment of such shareholders without their further approval; and further provided, that the officers of the Trust may change the Valuation Time and Closing Date through a written amendment to this Plan without specific additional authorization by the Trust’s Board of Trustees.

ARTICLE XIV: HEADINGS; COUNTERPARTS; GOVERNING LAW; ASSIGNMENT; LIMITATION OF LIABILITY

14.1      The Article and paragraph headings contained in this Plan are for reference purposes only and shall not affect in any way the meaning or interpretation of this Plan.

14.2      This Plan may be executed in any number of counterparts, each of which shall be deemed an original.

14.3      This Plan shall be governed by and construed in accordance with the laws of the State of Delaware.

14.4      This Plan shall bind and inure to the benefit of the parties hereto and their respective successors and assigns, but, except as provided in this paragraph, no assignment or transfer hereof or of any rights or obligations hereunder shall be made by any party without the written consent of the other party. Nothing herein expressed or implied is intended or shall be construed to confer upon or give any person, firm, or corporation, other than the parties hereto and their respective successors and assigns, any rights or remedies under or by reason of this Plan.

14.5      It is expressly agreed that the obligations of the Funds shall not be binding upon any of the Trust’s Trustees, shareholders, nominees, officers, agents or employees of the Trust personally, but shall bind only the trust property of the Funds as provided in the Trust Instrument. No other series of the Trust shall be liable with respect to this Plan or in connection with the transactions contemplated herein. The Trust, Acquiring Fund and Acquired Fund shall not seek satisfaction of any obligation or liability from shareholders of any other Fund, or the trustees, officers, employees or agents of the Trust. The execution and delivery of this Plan have been authorized by the Trustees of the Trust and signed by authorized officers of the Trust acting as such.

Neither the authorization of such Trustees nor the execution and delivery by such officers shall be deemed to have been made by any of them individually or to impose any liability on any of them personally, but shall bind only the trust property of the Funds as provided in the Trust Instrument.

[Signature Page Follows]

A-15

IN WITNESS WHEREOF, the parties have duly executed this Plan, all as of the date first written above.

WILMINGTON FUNDS
By:
	Name:
	Title:

WILMINGTON FUNDS MANAGEMENT CORPORATION, with respect to the agreements described in Article II, Section 2.5(a), and in Article IX, Section 9.1 of the Plan
By:
	Name:
	Title:

A-16

APPENDIX B: FINANCIAL HIGHLIGHTS

The financial highlight tables below are intended to help you understand Acquiring Fund’s and each Target Fund’s financial performance for the six-month period ended October 31, 2015, and for the past five fiscal years of the Funds’ ended April 30, 2015. Financial highlights for the past five fiscal years of the Funds’ ended April 30, 2015, are also included in the Primary Prospectuses, which are incorporated herein by reference. The information for the six-month period ended October 31, 2015, is unaudited.

For a share outstanding throughout each year ended April 30, unless otherwise noted:

WILMINGTON PRIME MONEY MARKET FUND

ADMINISTRATIVE CLASS	2015(a)			2015			2014			2013			2012			2011
Net Asset Value, Beginning of Period	$	1.000		$	1.000		$	1.000		$	1.000		$	1.000		$	1.000
Income (Loss) From Operations:
Net Investment Income		0.000	(b)		0.000	(b)		0.000	(b)		0.000	(b)		0.000	(b)		0.000	(b)
Net Realized Gain (Loss) on Investments		0.000	(b)		0.000	(b)		0.000	(b)		0.000	(b)		0.000	(b)		—
Total Income (Loss) From Operations		0.000			0.000			0.000			0.000			0.000			0.000
Less Distributions From:
Net Investment Income		(0.000	)(b)		(0.000	)(b)		(0.000	)(b)		(0.000	)(b)		(0.000	)(b)		(0.000	)(b)
Total Distributions		(0.000	)		(0.000	)		(0.000	)		(0.000	)		(0.000	)		(0.000	)
Net Asset Value, End of Period	$	1.000		$	1.000		$	1.000		$	1.000		$	1.000		$	1.000
Total Return(c)		0.01	%		0.01	%		0.01	%		0.03	%		0.03	%		0.04	%
Net Assets, End of Period (000’s)	$	271,578		$	352,595		$	325,696		$	382,757		$	464,721		$	416,387
Ratios to Average Net Assets
Gross Expense		0.98	%(d)		0.98	%		0.98	%		0.97	%		0.80	%		0.75	%
Net Expenses(e)		0.18	%(d)		0.14	%		0.13	%		0.17	%		0.16	%		0.25	%
Net Investment Income		0.02	%(d)		0.01	%		0.01	%		0.03	%		0.02	%		0.04	%

B-1

WILMINGTON PRIME MONEY MARKET FUND – (continued)

INSTITUTIONAL CLASS	2015(a)			2015			2014			2013			2012(f)
Net Asset Value, Beginning of Period	$	1.000		$	1.000		$	1.000		$	1.000		$	1.000
Income (Loss) From Operations:
Net Investment Income		0.000	(b)		0.000	(b)		0.000	(b)		0.000	(b)		0.000	(b)
Net Realized Gain (Loss) on Investments		0.000	(b)		0.000	(b)		0.000	(b)		0.000	(b)		0.000	(b)
Total Income (Loss) From Operations		0.000			0.000			0.000			0.000			0.000
Less Distributions From:
Net Investment Income		(0.000	)(b)		(0.000	)(b)		(0.000	)(b)		(0.000	)(b)		(0.000	)(b)
Total Distributions		(0.000	)		(0.000	)		(0.000	)		(0.000	)		(0.000	)
Net Asset Value, End of Period	$	1.000		$	1.000		$	1.000		$	1.000		$	1.000
Total Return(c)		0.01	%		0.01	%		0.01	%		0.03	%		0.01	%
Net Assets, End of Period (000’s)	$	249,741		$	237,698		$	46,861		$	31,056		$	42,072
Ratios to Average Net Assets
Gross Expense		0.48	%(d)		0.48	%		0.48	%		0.47	%		0.46	%(d)
Net Expenses(e)		0.18	%(d)		0.14	%		0.13	%		0.17	%		0.16	%(d)
Net Investment Income		0.02	%(d)		0.01	%		0.01	%		0.03	%		0.04	%(d)

SELECT CLASS	2015(a)			2015			2014			2013			2012			2011
Net Asset Value, Beginning of Period	$	1.000		$	1.000		$	1.000		$	1.000		$	1.000		$	1.000
Income (Loss) From Operations:
Net Investment Income		0.000	(b)		0.000	(b)		0.000	(b)		0.000	(b)		0.000	(b)		0.000	(b)
Net Realized Gain (Loss) on Investments		0.000	(b)		0.000	(b)		0.000	(b)		0.000	(b)		0.000	(b)		—
Total Income (Loss) From Operations		0.000			0.000			0.000			0.000			0.000			0.000
Less Distributions From:
Net Investment Income		(0.000	)(b)		(0.000	)(b)		(0.000	)(b)		(0.000	)(b)		(0.000	)(b)		(0.000	)(b)
Total Distributions		(0.000	)		(0.000	)		(0.000	)		(0.000	)		(0.000	)		(0.000	)
Net Asset Value, End of Period	$	1.000		$	1.000		$	1.000		$	1.000		$	1.000		$	1.000
Total Return(c)		0.01	%		0.01	%		0.01	%		0.03	%		0.02	%		0.01	%
Net Assets, End of Period (000’s)	$	2,400,825		$	2,439,662		$	2,312,800		$	2,528,068		$	2,424,783		$	345,931
Ratios to Average Net Assets
Gross Expense		0.73	%(d)		0.73	%		0.73	%		0.72	%		0.73	%		0.75	%
Net Expenses(e)		0.18	%(d)		0.14	%		0.13	%		0.17	%		0.16	%		0.28	%
Net Investment Income		0.02	%(d)		0.01	%		0.01	%		0.03	%		0.03	%		0.01	%

B-2

WILMINGTON PRIME MONEY MARKET FUND – (continued)

SERVICE CLASS	2015(a)			2015			2014			2013			2012			2011
Net Asset Value, Beginning of Period	$	1.000		$	1.000		$	1.000		$	1.000		$	1.000		$	1.000
Income (Loss) From Operations:
Net Investment Income		0.000	(b)		0.000	(b)		0.000	(b)		0.000	(b)		0.000	(b)		0.000	(b)
Net Realized Gain (Loss) on Investments		0.000	(b)		0.000	(b)		0.000	(b)		0.000	(b)		0.000	(b)		—
Total Income (Loss) From Operations		0.000			0.000			0.000			0.000			0.000			0.000
Less Distributions From:
Net Investment Income		(0.000	)(b)		(0.000	)(b)		(0.000	)(b)		(0.000	)(b)		(0.000	)(b)		(0.000	)(b)
Total Distributions		(0.000	)		(0.000	)		(0.000	)		(0.000	)		(0.000	)		(0.000	)
Net Asset Value, End of Period	$	1.000		$	1.000		$	1.000		$	1.000		$	1.000		$	1.000
Total Return(c)		0.01	%		0.01	%		0.01	%		0.01	%		0.01	%		0.01	%
Net Assets, End of Period (000’s)	$	728,982		$	689,698		$	743,602		$	829,547		$	779,543		$	217,836
Ratios to Average Net Assets
Gross Expense		0.98	%(d)		0.98	%		0.98	%		0.96	%		0.98	%		1.00	%
Net Expenses(e)		0.18	%(d)		0.14	%		0.14	%		0.19	%		0.18	%		0.28	%
Net Investment Income		0.01	%(d)		0.01	%		0.01	%		0.01	%		0.01	%		0.01	%

(a) Six months ended October 31, 2015 (unaudited).

(b) Represents less than $0.001.

(c) Total returns for periods of less than one year, if any, are not annualized.

(d) Annualized for periods less than one year.

(e) The investment manager and other service providers voluntarily waived a portion of their fees.

(f) Reflects investment operations for the period from March 12, 2012 to April 30, 2012.

See Notes which are an integral part of the Financial Statements

B-3

For a share outstanding throughout each year ended April 30, unless otherwise noted:

WILMINGTON TAX-EXEMPT MONEY MARKET FUND

ADMINISTRATIVE CLASS	2015(a)			2015			2014			2013			2012			2011
Net Asset Value, Beginning of Period	$	1.000		$	1.000		$	1.000		$	1.000		$	1.000		$	1.000
Income (Loss) From Operations:
Net Investment Income		0.000	(b)		0.000	(b)		0.000	(b)		0.000	(b)		0.000	(b)		0.000	(b)
Net Realized Gain (Loss) on Investments		—			—			—			—			0.000	(b)		—
Total Income (Loss) From Operations		0.000			0.000			0.000			0.000			0.000			0.000
Less Distributions From:
Net Investment Income		(0.000	)		(0.000	)(b)		(0.000	)(b)		(0.000	)(b)		(0.000	)(b)		(0.000	)(b)
Net Asset Value, End of Period	$	1.000		$	1.000		$	1.000		$	1.000		$	1.000		$	1.000
Total Return(c)		0.01	%		0.01	%		0.01	%		0.01	%		0.01	%		0.03	%
Net Assets, End of Period (000’s)	$	51,408		$	42,684		$	39,962		$	38,684		$	41,513		$	33,322
Ratios to Average Net Assets
Gross Expense		1.01	%(d)		1.01	%		1.00	%		0.99	%		0.87	%		0.83	%
Net Expenses(e)		0.05	%(d)		0.05	%		0.09	%		0.16	%		0.23	%		0.39	%
Net Investment Income		0.01	%(d)		0.01	%		0.01	%		0.01	%		0.01	%		0.03	%
SELECT CLASS	2015(a)			2015			2014			2013			2012			2011
Net Asset Value, Beginning of Period	$	1.000		$	1.000		$	1.000		$	1.000		$	1.000		$	1.000
Income (Loss) From Operations:
Net Investment Income		0.000	(b)		0.000	(b)		0.000	(b)		0.000	(b)		0.000	(b)		0.000	(b)
Net Realized Gain (Loss) on Investments		—			—			—			—			0.000	(b)		—
Total Income (Loss) From Operations		0.000	(b)		0.000			0.000			0.000			0.000			0.000
Less Distributions From:
Net Investment Income		(0.000	)(b)		(0.000	)(b)		(0.000	)(b)		(0.000	)(b)		0.000	(b)		0.000	(b)
Net Asset Value, End of Period	$	1.000		$	1.000		$	1.000		$	1.000		$	1.000		$	1.000
Total Return(c)		0.01	%		0.01	%		0.01	%		0.01	%		0.01	%		0.03	%
Net Assets, End of Period (000’s)	$	366,697		$	413,692		$	421,579		$	406,386		$	362,551		$	108,802
Ratios to Average Net Assets
Gross Expense		0.76	%(d)		0.76	%		0.75	%		0.74	%		0.77	%		0.83	%
Net Expenses(e)		0.05	%(d)		0.05	%		0.09	%		0.15	%		0.23	%		0.39	%
Net Investment Income		0.01	%(d)		0.01	%		0.01	%		0.01	%		0.01	%		0.03	%

B-4

WILMINGTON TAX-EXEMPT MONEY MARKET FUND – (continued)

SERVICE CLASS	2015(a)			2015			2014			2013			2012			2011
Net Asset Value, Beginning of Period		$  1.000			$  1.000			$  1.000			$  1.000			$  1.000			$  1.000
Income (Loss) From Operations:
Net Investment Income		0.000	(b)		0.000	(b)		0.000	(b)		0.000	(b)		0.000	(b)		0.000	(b)
Net Realized Gain (Loss) on Investments		—			—			—			—			0.000	(b)		—
Total Income (Loss) From Operations		0.000			0.000			0.000			0.000			0.000			0.000
Less Distributions From:
Net Investment Income		(0.000	)(b)		(0.000	)(b)		(0.000	)(b)		(0.000	)(b)		(0.000	)(b)		(0.000	)(b)
Net Asset Value, End of Period		$  1.000			$  1.000			$  1.000			$  1.000			$  1.000			$  1.000
Total Return(c)		0.01	%		0.01	%		0.01	%		0.01	%		0.01	%		0.01	%
Net Assets, End of Period (000’s)		$59,501			$79,316			$74,708			$57,425			$57,379			$11,779
Ratios to Average Net Assets
Gross Expense		1.01	%(d)		1.01	%		1.00	%		0.99	%		1.02	%		1.08	%
Net Expenses(e)		0.05	%(d)		0.05	%		0.09	%		0.16	%		0.23	%		0.41	%
Net Investment Income		0.01	%(d)		0.01	%		0.01	%		0.01	%		0.01	%		0.01	%

(a) Six months ended October 31, 2015 (unaudited).

(b) Represents less than $0.001.

(c) Total returns for periods of less than one year, if any, are not annualized.

(d) Annualized for periods less than one year.

(e) The investment manager and other service providers voluntarily waived a portion of their fees.

See Notes which are an integral part of the Financial Statements

B-5

For a share outstanding throughout each year ended April 30, unless otherwise noted:

WILMINGTON U.S. GOVERNMENT MONEY MARKET FUND

ADMINISTRATIVE CLASS	2015(a)			2015			2014			2013			2012			2011
Net Asset Value, Beginning of Period	$	1.000		$	1.000		$	1.000		$	1.000		$	1.000		$	1.000
Income (Loss) From Operations:
Net Investment Income		0.000	(b)		0.000	(b)		0.000	(b)		0.000	(b)		0.000	(b)		0.000	(b)
Net Realized Gain (Loss) on Investments		0.000	(b)		0.000	(b)		0.000	(b)		0.000	(b)		0.000	(b)		—
Total Income (Loss) From Operations		0.000			0.000			0.000			0.000			0.000			0.000
Less Distributions From:
Net Investment Income		(0.000	)(b)		(0.000	)(b)		(0.000	)(b)		(0.000	)(b)		(0.000	)(b)		(0.000	)(b)
Return of Capital		—			—			—			—			—			(0.000	)(b)
Total Distributions		(0.000	)		(0.000	)		(0.000	)		(0.000	)		(0.000	)		(0.000	)
Net Asset Value, End of Period	$	1.000		$	1.000		$	1.000		$	1.000		$	1.000		$	1.000
Total Return(c)		0.01	%		0.01	%		0.01	%		0.01	%		0.01	%		0.01	%
Net Assets, End of Period (000’s)	$	1,703,126		$	1,556,286		$	1,673,462		$	1,885,193		$	1,801,115		$	1,493,139
Ratios to Average Net Assets
Gross Expense		0.97	%(d)		0.97	%		0.97	%		0.96	%		0.79	%		0.73	%
Net Expenses(e)		0.10	%(d)		0.07	%		0.08	%		0.15	%		0.12	%		0.25	%
Net Investment Income		0.01	%(d)		0.01	%		0.01	%		0.01	%		0.01	%		0.01	%
INSTITUTIONAL CLASS				2015(a)			2015			2014			2013			2012(f)
Net Asset Value, Beginning of Period				$	1.000		$	1.000		$	1.000		$	1.000		$	1.000
Income (Loss) From Operations:
Net Investment Income					0.000	(b)		0.000	(b)		0.000	(b)		0.000	(b)		0.000	(b)
Net Realized Gain (Loss) on Investments					0.000	(b)		0.000	(b)		0.000	(b)		0.000	(b)		0.000	(b)
Total Income (Loss) From Operations					0.000			0.000			0.000			0.000			0.000
Less Distributions From:
Net Investment Income					(0.000	)(b)		(0.000	)(b)		(0.000	)(b)		(0.000	)(b)		(0.000	)(b)
Total Distributions					(0.000	)		(0.000	)		(0.000	)		(0.000	)		(0.000	)
Net Asset Value, End of Period				$	1.000		$	1.000		$	1.000		$	1.000		$	1.000
Total Return(c)					0.01	%		0.01	%		0.01	%		0.01	%		0.00	%
Net Assets, End of Period (000’s)				$	18,406		$	26,079		$	83,595		$	25,683		$	85,322
Ratios to Average Net Assets
Gross Expense					0.46	%(d)		0.47	%		0.47	%		0.46	%		0.46	%(d)
Net Expenses(e)					0.10	%(d)		0.07	%		0.08	%		0.15	%		0.13	%(d)
Net Investment Income					0.01	%(d)		0.01	%		0.01	%		0.01	%		0.01	%(d)

B-6

WILMINGTON U.S. GOVERNMENT MONEY MARKET FUND – (continued)

SELECT CLASS	2015(a)			2015			2014			2013			2012			2011
Net Asset Value, Beginning of Period	$	1.000		$	1.000		$	1.000		$	1.000		$	1.000		$	1.000
Income (Loss) From Operations:
Net Investment Income		0.000	(b)		0.000	(b)		0.000	(b)		0.000	(b)		0.000	(b)		0.000	(b)
Net Realized Gain (Loss) on Investments		0.000	(b)		0.000	(b)		0.000	(b)		0.000	(b)		0.000	(b)		—
Total Income (Loss) From Operations		0.000			0.000			0.000			0.000			0.000			0.000
Less Distributions From:
Net Investment Income		(0.000	)(b)		(0.000	)(b)		(0.000	)(b)		(0.000	)(b)		(0.000	)(b)		(0.000	)(b)
Return of Capital		—			—			—			—			—			(0.000	)(b)
Total Distributions		(0.000	)		(0.000	)		(0.000	)		(0.000	)		(0.000	)		(0.000	)
Net Asset Value, End of Period	$	1.000		$	1.000		$	1.000		$	1.000		$	1.000		$	1.000
Total Return(c)		0.01	%		0.01	%		0.01	%		0.01	%		0.01	%		0.01	%
Net Assets, End of Period (000’s)	$	1,020,623		$	1,005,503		$	889,158		$	1,164,388		$	1,213,146		$	355,506
Ratios to Average Net Assets
Gross Expense		0.72	%(d)		0.72	%		0.72	%		0.71	%		0.72	%		0.74	%
Net Expenses(e)		0.10	%(d)		0.07	%		0.08	%		0.15	%		0.12	%		0.26	%
Net Investment Income		0.01	%(d)		0.01	%		0.01	%		0.01	%		0.01	%		0.01	%
SERVICE CLASS	2015(a)			2015			2014			2013			2012			2011
Net Asset Value, Beginning of Period	$	1.000		$	1.000		$	1.000		$	1.000		$	1.000		$	1.000
Income (Loss) From Operations:
Net Investment Income		0.000	(b)		0.000	(b)		0.000	(b)		0.000	(b)		0.000	(b)		0.000	(b)
Net Realized Gain (Loss) on Investments		0.000	(b)		0.000	(b)		0.000	(b)		0.000	(b)		0.000	(b)		—
Total Income (Loss) From Operations		0.000			0.000			0.000			0.000			0.000			0.000
Less Distributions From:
Net Investment Income		(0.000	)(b)		(0.000	)(b)		(0.000	)(b)		(0.000	)(b)		(0.000	)(b)		(0.000	)(b)
Return of Capital		—			—			—			—			—			(0.000	)(b)
Total Distributions		(0.000	)		(0.000	)		(0.000	)		(0.000	)		(0.000	)		(0.000	)
Net Asset Value, End of Period	$	1.000		$	1.000		$	1.000		$	1.000		$	1.000		$	1.000
Total Return(c)		0.01	%		0.01	%		0.01	%		0.01	%		0.01	%		0.01	%
Net Assets, End of Period (000’s)	$	810,609		$	1,352,274		$	1,371,495		$	1,131,306		$	873,278		$	35,561
Ratios to Average Net Assets
Gross Expense		0.97	%(d)		0.97	%		0.97	%		0.96	%		0.97	%		0.98	%
Net Expenses(e)		0.10	%(d)		0.07	%		0.08	%		0.14	%		0.13	%		0.25	%
Net Investment Income		0.01	%(d)		0.01	%		0.01	%		0.01	%		0.01	%		0.01	%

(a) Six months ended October 31, 2015 (unaudited).

(b) Represents less than $0.001.

(c) Total returns for periods of less than one year, if any, are not annualized.

(d) Annualized for periods less than one year.

(e) The investment manager and other service providers voluntarily waived a portion of their fees.

(f) Reflects investment operations for the period from March 12, 2012 to April 30, 2012.

See Notes which are an integral part of the Financial Statements

B-7

Part B

WILMINGTON FUNDS

Wilmington Prime Money Market Fund

Wilmington Tax-Exempt Money Market Fund

Statement of Additional Information

                , 2016

Acquisition of all of the assets and liabilities of:	By and in exchange for shares of:
Wilmington Prime Money Market Fund	Wilmington U.S. Government Money Market Fund
Service Class	Service Class
Select Class	Select Class
Administrative Class	Administrative Class
Institutional Class	Institutional Class
Wilmington Tax-Exempt Money Market Fund	Wilmington U.S. Government Money Market Fund
Service Class	Service Class
Select Class	Select Class
Administrative Class	Administrative Class

This Statement of Additional Information (“SAI”), which is not a prospectus, supplements and should be read in conjunction with the Combined Prospectus/Proxy-Information Statement dated             , 2016 (the “Prospectus/Proxy-Information Statement”) relating specifically to the merger of the Prime Fund in to the Govt. Fund and to the Special Meeting of Shareholders of the Tax Exempt Fund that will be held on August 10, 2016. A copy of the Prospectus/Proxy-Information Statement may be obtained upon request and without charge by calling the Wilmington Funds toll free at 1-800-836-2211.

Unless otherwise indicated, capitalized terms used herein and not otherwise defined have the same meanings as are given to them in the Prospectus/Proxy-Information Statement. The Reorganization will occur in accordance with the terms of the Agreement and Plan of Reorganization.

1

Table of Contents

	Page
General Information		2
Incorporation by Reference		3
Pro Forma Financial Information		3

General Information

This SAI and the Prospectus/Proxy-Information Statement are related to the following:

• the acquisition of all of the assets of the Wilmington Prime Money Market Fund by the Wilmington U.S. Government Money Market Fund and the assumption by the Wilmington U.S. Government Money Market Fund of substantially all of the liabilities of the Wilmington Prime Money Market Fund. Such assets will be exchanged for Service, Select, Administrative and Institutional Class shares, as the case may be, having an aggregate value equal to the net asset value of the Wilmington U.S. Government Money Market Fund’s Service, Select, Administrative and Institutional Class shares on the Closing Date.

• the acquisition of all of the assets of the Wilmington Tax-Exempt Money Market Fund by the Wilmington U.S. Government Money Market Fund and the assumption by the Wilmington U.S. Government Money Market Bond Fund of substantially all of the liabilities of the Wilmington Tax-Exempt Money Market Fund. Such assets are proposed to be exchanged for Service, Select and Administrative Class shares, as the case may be, having an aggregate value equal to the net asset value of the Wilmington U.S. Government Money Market Fund’s Service, Select and Administrative Class shares on the Closing Date.

On the Closing Date, Target Fund will distribute to its shareholders Acquiring Fund shares in an amount equal in value to the shareholder’s Target Fund shares as of the close of business on the Closing Date and Target Fund will be completely liquidated (collectively, the “Reorganization”).

2

Incorporation of Documents by Reference into this Statement of Additional Information

This Statement of Additional Information incorporates by reference the following documents:

1. Statement of Additional Information dated August 31, 2015, with respect to Target Fund and Acquiring Fund.

2. The audited financial statements and related report of the independent registered public accounting firm included in the Wilmington Funds’ Annual Report to Shareholders for the fiscal year ended April 30, 2015, with respect to the Wilmington Prime Money Market Fund, the Wilmington Tax-Exempt Money Market Fund and the Wilmington U.S. Government Money Market Fund (previously filed on EDGAR, Accession No. 0001193125-15-247715). No other parts of the Annual Report are incorporated herein by reference.

3. The unaudited financial statements included in the Wilmington Funds’ Semi-Annual Report to shareholders for the fiscal period ended October 31, 2015 with respect to the Wilmington Prime Money Market Fund, the Wilmington Tax-Exempt Money Market Fund, and the Wilmington U.S. Government Money Market Fund (previously filed on EDGAR, Accession No. 0001193125-16-422275). No other parts of the Semi-Annual Report are incorporated herein by reference.

Pro Forma Financial Information

Wilmington Prime Money Market Fund

and

Wilmington U.S. Government Money Market Fund

************

Wilmington Tax-Exempt Money MarketFund

and

Wilmington U.S. Government Money Market Fund

The unaudited pro forma financial information set forth below is for informational purposes only and does not purport to be indicative of the financial condition that actually would have resulted if the Reorganizations had been consummated. These pro forma numbers have been estimated in good faith based on information regarding Target Fund and Acquiring Fund, as identified below, for the twelve-month period ended October 31, 2015. The unaudited pro forma financial information should be read in conjunction with the annual and semi-annual shareholder reports of the Target Funds and Acquiring Fund dated April 30, 2015 and October 31, 2015, respectively.

3

Narrative Description of the Pro Forma Effects of the Reorganizations

The unaudited pro forma information for the twelve-month period ended October 31, 2015, has been prepared to give effect to the proposed reorganizations of each Target Fund into its respective Acquiring Fund pursuant to an Agreement and Plan of Reorganization (the “Plan”) as if they had been consummated on November 1, 2014. No Reorganization is contingent upon any other Reorganization.

Table 1: Reorganizations

Wilmington Prime Money Market Fund	Wilmington U.S. Government Money Market Fund
Service Class	Service Class
Select Class	Select Class
Administrative Class	Administrative Class
Institutional Class	Institutional Class
Wilmington Tax-Exempt Money Market Fund	Wilmington U.S. Government Money Market Fund
Service Class	Service Class
Select Class	Select Class
Administrative Class	Administrative Class

Basis of Pro Forma Financial Information

In March 2016, the Board of Trustees of each Target Fund approved the Plan. Pursuant to the Plan, and subject to shareholder approval of the Tax Exempt Fund Reorganization, each Target Fund will transfer all of its assets to Acquiring Fund in exchange for shares of Acquiring Fund (“Reorganization Shares”), and Acquiring Fund will assume all of the liabilities of each Target Fund. Target Fund shareholders will receive the class of Reorganization Shares indicated in Table 1 above. Acquiring Fund will issue Reorganization Shares with an aggregate net asset value equal to the aggregate value of the net assets that it receives from Target Fund, as determined pursuant to the terms of the Plan. All Reorganization Shares delivered to Target Fund will be delivered at net asset value without a sales load, commission or other similar fee being imposed. Immediately following the transfer, the Reorganization Shares received by Target Fund will be distributed pro rata, on what is expected to be a taxable basis for US federal income tax purposes, to the shareholders of the Target Fund in proportion to their holdings of shares of Target Fund. However, because each Target Fund and Acquiring Fund effect transactions in shares at $1.00 per share, the Reorganizations will result in no material adverse federal income tax consequences to the Funds or their shareholders. Due to the taxable treatment of the Reorganizations, the basis of the assets of Target Fund received by Acquiring Fund will be the fair market value of such assets at the time received and the holding period of the assets of Target Fund received by Acquiring Fund will begin on the day after the Closing Date.

Under U.S. generally accepted accounting principles, with a taxable merger, the Acquiring Fund will be acquiring the assets of the Target Fund at the fair market value on the date of transfer. Any realized gains or losses to be recognized by the Target Fund on the transfer date will be immaterial. Acquiring Fund will be the accounting survivor of the Reorganization for financial statement purposes.

4

Table 2—Target Fund’s and Acquiring Fund’s Net Assets as of October 31, 2015

The Table below shows the net assets of each Target Fund and Acquiring Fund and the Pro Forma combined net assets assuming the Reorganizations were completed as of October 31, 2015.

Target Fund’s Net Assets	Acquiring Fund’s Net Assets		Pro Forma Combined Net Assets
Prime Fund	Govt. Fund		Govt. Fund
$3,651,125,513	$	3,552,763,906	$	7,681,495,694
Tax Exempt Fund
$477,606,275

If on the business day immediately preceding the Reorganization or such earlier or later date and time as determined by an officer of the Trust, the net asset value per share of Acquiring Fund or Target Fund (calculated using amortized cost, rounded to the fourth decimal place and reflecting any realized losses) is less than the net asset value per share of its Reorganization counterparty, then Wilmington Funds Management Corporation (the “Advisor”) shall contribute to the capital of the Fund with the lower net asset value per share an amount equal to the difference in such per share net asset values.

Pro Forma Adjustments

The tables below reflect adjustments to expenses needed in order to present the pro forma combined funds as if the Reorganizations had taken place on November 1, 2014. The pro forma information has been derived from the books and records used in calculating daily net asset values of each Target Fund and Acquiring Fund, and have been prepared in accordance with U.S. generally accepted accounting principles, which requires management to make estimates and assumptions that affect this information. Actual results could differ from those estimates.

5

Prime Fund and Tax Exempt Fund into Govt. Fund

	Increase (decrease)			% of Average
Expense Category	in expense			Net Assets
Advisory fees (1)		(0	)		—
Accounting, custody and administration fees (2)		(170,000	)		(0.00	%)*
Transfer and disbursing agent fees (3)		(3,000	)		(0.00	%)*
Professional fees (4)		(50,000	)		(0.00	%)*
Trustee fees (5)		(50,000	)		(0.00	%)*
Miscellaneous fees (6)		(237,500	)		(0.00	%)*
Fee waivers/reimbursements (7)		(510,500	)		(0.01	%)
*       Rounds to less than (0.01%).

(1) Under the terms of the investment advisory agreement of the Target Funds and the Acquiring Fund no adjustment is necessary as the Funds have the same advisory fee rates.

(2) Administrative fees were adjusted to eliminate duplicative costs of administering multiple funds pursuant to the accounting, custody, and administrative services agreements.

(3) Transfer and disbursing agent fees were adjusted to eliminate duplicative costs of administering multiple funds pursuant to the transfer agency services agreement.

(4) Professional fees were reduced to eliminate the effects of duplicative fees for audit and legal services.

(5) Trustee fees were reduced to eliminate the effects of duplicative allocation of fixed costs of retainer and meeting fees.

(6) Miscellaneous fees were reduced to eliminate the effects of duplicative fees for other services.

(7) During the twelve-month period ended October 31, 2015, WFMC voluntarily agreed to waive, and/or reimburse operating expenses of the Prime Fund, Tax Exempt Fund and the Govt. Fund in order to maintain a positive yield for each share class for the year. The adjustments reflect the impact of the increase (decrease) in pro forma operating expenses on the voluntary waivers in effect during the period. These voluntary agreements may be modified or terminated at any time.

6

Accounting Policy

No significant accounting policies will change as a result of the Reorganizations. Specifically, no changes to policies regarding valuation of portfolio securities of Subchapter M of the Internal Revenue Code of 1986, as amended, will occur.

Reorganization Costs

All expenses of the Reorganizations, including the cost of the solicitation of Tax Exempt Fund shareholders and any costs directly associated with preparing, filing, printing, and distributing to Target Fund shareholders all materials relating to this Prospectus/Proxy-Information Statement, as well as the conversion costs associated with the Reorganizations, will be borne by Adviser or its affiliates.

The Target Funds and Acquiring Fund may incur brokerage fees and other transaction costs associated with the disposition and/or purchase of securities in contemplation of or as a result of the Reorganizations. Not all securities held by a Target Fund comply with investment objectives, strategies and restrictions of the Acquiring Fund as of October 31, 2015. The Adviser estimates that portfolio repositioning costs to be incurred by Target Funds and Acquiring Fund before and after the Reorganization will be immaterial.

7

PART C: OTHER INFORMATION

Item 15. Indemnification

Indemnification is provided to Officers and Trustees of the Registrant pursuant to Article VII of Registrant’s Amended and Restated Agreement and Declaration of Trust. The Investment Advisory Contract provides that, in the absence of willful misfeasance, bad faith, gross negligence, or reckless disregard of the obligations or duties under the Investment Advisory

1

Contract on the part of Adviser, Adviser shall not be liable to the Registrant or to any shareholder for any act or omission in the course of or connected in any way with rendering services or for any losses that may be sustained in the purchase, holding, or sale of any security. Registrant’s Trustees and Officers are covered by an Investment Trust Errors and Omissions Policy.

Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to Trustees, Officers, and controlling persons of the Registrant by the Registrant pursuant to the Declaration of Trust or otherwise, the Registrant is aware that in the opinion of the Securities and Exchange Commission, such indemnification is against public policy as expressed in the Act and, therefore, is unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the Registrant of expenses incurred or paid by Trustees, Officers, or controlling persons of the Registrant in connection with the successful defense of any act, suit, or proceeding) is asserted by such Trustees, Officers, or controlling persons in connection with the shares being registered, the Registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Act and will be governed by the final adjudication of such issues. Insofar as indemnification for liabilities may be permitted pursuant to Section 17 of the Investment Company Act of 1940 for Trustees, Officers, and controlling persons of the Registrant by the Registrant pursuant to the Declaration of Trust or otherwise, the Registrant is aware of the position of the Securities and Exchange Commission as set forth in Investment Company Act Release No. IC-11330. Therefore, the Registrant undertakes that in addition to complying with the applicable provisions of the Declaration of Trust or otherwise, in the absence of a final decision on the merits by a court or other body before which the proceeding was brought, that an indemnification payment will not be made unless in the absence of such a decision, a reasonable determination based upon factual review has been made (i) by a majority vote of a quorum of non-party Trustees who are not interested persons of the Registrant or (ii) by independent legal counsel in a written opinion that the indemnitee was not liable for an act of willful misfeasance, bad faith, gross negligence, or reckless disregard of duties. The Registrant further undertakes that advancement of expenses incurred in the defense of a proceeding (upon undertaking for repayment unless it is ultimately determined that indemnification is appropriate) against an Officer, Trustee, or controlling person of the Registrant will not be made absent the fulfillment of at least one of the following conditions: (i) the indemnitee provides security for his undertaking; (ii) the Registrant is insured against losses arising by reason of any lawful advances; or (iii) a majority of a quorum of disinterested non-party Trustees or independent legal counsel in a written opinion makes a factual determination that there is reason to believe the indemnitee will be entitled to indemnification.

2

Item 16. Exhibits

(1)	Conformed copy of Amended and Restated Agreement and Declaration of Trust of Wilmington Funds, dated March 6, 2013, incorporated by reference to Registrant’s Post-Effective Amendment No. 107 on Form N-1A filed August 27, 2013.
(2)(a)	Copy of Amended and Restated By-Laws of MTB Group of Funds, dated August 15, 2003, incorporated by reference to Registrant’s Post-Effective Amendment No. 57 on Form N-1A filed August 22, 2003.
(2)(b)	Copy of Amendment #1 to the Amended and Restated By-Laws of MTB Group of Funds, dated June 24, 2004, incorporated by reference to Registrant’s Post-Effective Amendment No. 61 on Form N-1A filed August 30, 2004.
(2)(c)	Copy of Amendment #2 to the Amended and Restated By-Laws of MTB Group of Funds, dated September 15, 2004, incorporated by reference to Registrant’s Post-Effective Amendment No. 65 on Form N-1A filed August 29, 2005.
(2)(d)	Copy of Amendment #3 to the Amended and Restated By-Laws of MTB Group of Funds, dated December 7, 2007, incorporated by reference to Registrant’s Post-Effective Amendment No. 75 on Form N-1A filed April 21, 2008.
(3)	Not applicable.
(4)	Agreement and Plan of Reorganization attached as an exhibit to the Prospectus/ Proxy Statement and incorporated herein by reference.
(5)	See Article III, “Shares,” and Article V, “Shareholders’ Voting Powers and Meetings,” of Registrant’s Amended and Restated Agreement and Declaration of Trust, and see Article II, “Meetings of Shareholders,” of Registrant’s Amended and Restated By-Laws.
(6)(a)	Investment Advisory Contract, dated March 12, 2012, between the Registrant and Wilmington Funds Management Corporation, incorporated by reference to Registrant’s Post-Effective Amendment No. 102 on Form N-1A filed April 17, 2012.
(6)(b)	Sub-Advisory Contract, dated March 12, 2012, among the Registrant, Wilmington Funds Management Corporation and Wilmington Trust Investment Advisors, Inc., incorporated by reference to Registrant’s Post-Effective Amendment No. 107 on Form N-1A filed August 27, 2013.
(6)(c)	Sub-Advisory Agreement for Wilmington Multi-Manager Alternatives Fund (Acuity Capital Management, LLC), incorporated by reference to Registrant’s Post-Effective Amendment No. 102 on Form N-1A filed April 17, 2012.

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(6)(d)	[omitted].
(6)(e)	Sub-Advisory Agreement for Wilmington Multi-Manager Alternatives Fund (Parametric Risk Advisors, LLC), incorporated by reference to Registrant’s Post-Effective Amendment No. 102 on Form N-1A filed April 17, 2012.
(6)(f)	Sub-Advisory Agreement for Wilmington Multi-Manager Alternatives Fund (P/E Global LLC), dated September 18, 2013, incorporated by reference to Registrant’s Post-Effective Amendment No. 107 on Form N-1A filed August 27, 2013.
(6)(g)	Sub-Advisory Agreement for Wilmington Multi-Manager International Fund (Dimensional Fund Advisors LP), dated March 12, 2012, incorporated by reference to Registrant’s Post-Effective Amendment No. 107 on Form N-1A filed August 27, 2013.
(6)(h)	Sub-Advisory Agreement for Wilmington Multi-Manager International Fund (J O Hambro Capital Management Limited), dated May 7, 2014, incorporated by reference to Registrant’s Post-Effective Amendment No. 108 on Form N-1A filed August 30, 2014.
(6)(i)(i)	Sub-Advisory Agreement for Wilmington Multi-Manager International Fund (LSV Asset Management, dated October 24, 2005, incorporated by reference to Registrant’s Post-Effective Amendment No. 69 on Form N-1A filed June 29, 2006.
(6)(i)(ii)	Assignment of Sub-Advisory Agreement, dated as of March 12, 2012, among the Registrant, Wilmington Funds Management Corporation, Wilmington Trust Investment Advisors, Inc. and LSV Asset Management, incorporated by reference to Registrant’s Post-Effective Amendment No. 105 on Form N-1A filed August 28, 2012.
(6)(j)	Sub-Advisory Agreement for Wilmington Multi-Manager International Fund (Northern Cross LLC), dated November 12, 2012, incorporated by reference to Registrant’s Post-Effective Amendment No. 107 on Form N-1A filed August 27, 2013.
(6)(k)	Sub-Advisory Agreement for Wilmington Multi-Manager International Fund (Oberweis Asset Management, Inc.), dated October 14, 2013, incorporated by reference to Registrant’s Post-Effective Amendment No. 108 on Form N-1A filed August 30, 2014.

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(6)(l)	Sub-Advisory Agreement for Wilmington Multi-Manager International Fund (Parametric Portfolio Associates LLC) dated March 12, 2012, incorporated by reference to Registrant’s Post-Effective Amendment No. 107 on Form N-1A filed August 27, 2013.
(6)(m)	Sub-Advisory Agreement for Wilmington Multi-Manager Real Asset Fund (CBRE Clarion Securities, LLC), incorporated by reference to Registrant’s Post-Effective Amendment No. 98 on Form N-1A filed December 30, 2011.
(6)(n)	Form of Sub-Advisory Agreement for Wilmington Multi-Manager Real Asset Fund (Pacific Investment Management Company LLC), incorporated by reference to Registrant’s Post-Effective Amendment No. 98 on Form N-1A filed December 30, 2011.
(6)(o)	Sub-Advisory Agreement for Wilmington Multi-Manager Real Asset Fund (Parametric Portfolio Associates LLC), dated September 25, 2014, incorporated by reference to Registrant’s Registration Statement on Form N-14 filed October 24, 2014.
(7)(a)(i)	Distribution Agreement, dated November 11, 2011, between the Registrant and ALPS Distributors, Inc., incorporated by reference to Registrant’s Post-Effective Amendment No. 105 on Form N-1A filed August 28, 2012.
(7)(a)(ii)	Amendment to Distribution Agreement, dated May 1, 2012, between the Registrant and ALPS Distributors, Inc., incorporated by reference to Registrant’s Post-Effective Amendment No. 105 on Form N-1A filed August 28, 2012.
(7)(b)	Form of Broker-Dealer Selling Agreement of the Registrant (filed herewith).
(7)(c)	Form of Intermediary Servicing Agreement of the Registrant (filed herewith).
(7)(d)	Form of Recordkeeping Agreement of the Registrant, incorporated by reference to Registrant’s Post-Effective Amendment No. 75 on Form N-1A filed April 21, 2008.
(8)	Not applicable.
(9)(a)	Custody Agreement between the Registrant and The Bank of New York, dated September 10, 2007, incorporated by reference to Registrant’s Post-Effective Amendment No. 83 on Form N-1A filed April 27, 2010.
(9)(b)	Form of Schedule II to the Custody Agreement between the Registrant and The Bank of New York, incorporated by reference to Registrant’s Post-Effective Amendment No. 105 on Form N-1A filed August 28, 2012.

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(10)(a)	Conformed copy of Rule 12b-1 Plan of the Registrant, dated September 17, 2015 (filed herewith).
(10)(b)	Conformed copy of Contract Defining Responsibility for Fees Under Non-Conforming Dealer Agreements, effective December 9, 2004, incorporated by reference to Registrant’s Post-Effective Amendment No. 63 on Form N-1A filed April 28, 2005.
(10)(c)	Conformed copy of Multiple Class Plan of the Registrant, dated September 17, 2015 (filed herewith).
(11)	Conformed copy of Opinion and Consent of Counsel as to legality of shares being registered (filed herewith)
(12)	Form of Opinion and Consent of Counsel with respect to certain tax consequences (Stradley Ronon Stevens & Young, LLP). Final signed opinion will be filed by post-effective amendment pursuant to an undertaking.
(13)(a)	Agreement for Administrative Services between the Registrant and Wilmington Funds Management Corporation, dated October 1, 2012, incorporated by reference to Registrant’s Post-Effective Amendment No. 107 on Form N-1A filed August 27, 2013.
(13)(b)	Fund Administration and Accounting Agreement between Registrant and The Bank of New York, dated September 10, 2007, incorporated by reference to Registrant’s Post-Effective Amendment No. 83 on Form N-1A filed April 27, 2010.
(13)(c)	Conformed copy of Shareholder Services Plan of Registrant, dated September 17, 2015 (filed herewith).
(13)(d)	Transfer Agency and Shareholder Services Agreement between the Registrant and BNY Mellon Investment Servicing (US) Inc., dated February 17, 2012, incorporated by reference to Registrant’s Post-Effective Amendment No. 102 on Form N-1A filed April 17, 2012.
(14)	Consent of Ernst & Young LLP, Independent Registered Public Accounting Firm (filed herewith).
(15)	Not applicable.
(16)	Powers of Attorney (filed herewith)

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(17)(a)	Wilmington Funds’ Prospectus and Statement of Additional Information dated August 31, 2015, with respect to the Wilmington U.S. Government Money Market Fund, incorporated by reference to Registrant’s Post-Effective Amendment No. 111 on Form N-1A filed August 24, 2015.
(17)(b)	The audited financial statements and related report of the independent public accounting firm for the Wilmington U.S. Government Money Market Fund for the fiscal year ended April 30, 2015, are incorporated by reference to the Registrant’s Form N-CSR filed on July 8, 2015. No other part of the Annual Report is incorporated herein by reference.
17(c)	Form of Proxy Card, filed herewith

Item 17. Undertakings

(1) The undersigned Registrant agrees that prior to any public reoffering of the securities registered through the use of a prospectus which is a part of this registration statement by any person or party who is deemed to be an underwriter within the meaning of Rule 145(c) of the Securities Act [17 CFR 230.145c], the reoffering prospectus will contain the information called for by the applicable registration form for the reofferings by persons who may be deemed underwriters, in addition to the information called for by the other items of the applicable form.

(2) The undersigned Registrant agrees that every prospectus that is filed under paragraph 1 above will be filed as a part of an amendment to the registration statement and will not be used until the amendment is effective, and that, in determining any liability under the 1933 Act, each post-effective amendment shall be deemed to be a new registration statement for the securities offered therein, and the offering of the securities at that time shall be deemed to be the initial bona fide offering of them.

(3) The undersigned Registrant agrees to file by post-effective amendment the opinion of counsel regarding tax consequences of the proposed reorganization required by Item 16(12) of Form N-14 within a reasonable time after receipt of such opinion.

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SIGNATURES

As required by the Securities Act of 1933, this registration statement has been signed on behalf of the registrant, in the City of New York, and the State of New York on             , 2016.

WILMINGTON FUNDS
By:	/s/ LISA R. GROSSWIRTH*
	Lisa R. Grosswirth
	Secretary

As required by the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities indicated on             , 2016.

Name	Title	Date
NICHOLAS A. GIORDANO*	Chairman of the Board
Nicholas A. Giordano	and Trustee	, 2016
RICHARD J. BERTHY*
Richard J. Berthy	Chief Executive Officer	, 2016
(Principal Executive Officer)
CHRISTOPHER D. RANDALL*	President and
Christopher D. Randall	Trustee	, 2016
CHRISTOPHER W. ROLEKE*
Christopher W. Roleke	Treasurer	, 2016
(Principal Financial Officer)
ROBERT ARNOLD*
Robert Arnold	Trustee	, 2016
JOSEPH J. CASTIGLIA*
Joseph J. Castiglia	Trustee	, 2016
JOHN S. CRAMER*
John S. Cramer	Trustee	, 2016
DONALD E. FOLEY*
Donald E. Foley	Trustee	, 2016
DANIEL R. GERNATT, JR.*
Daniel R. Gernatt, Jr.	Trustee	, 2016

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RICHARD B. SEIDEL*
Richard B. Seidel	Trustee	, 2016

By:	/s/ LISA R GROSSWIRTH		, 2016
	Lisa R. Grosswirth	As Attorney-In-Fact for
	Secretary	the persons listed above

* By Power of Attorney

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EXHIBIT LIST[update]

(7)(b)	Form of Broker-Dealer Selling Agreement of the Registrant.
(7)(c)	Form of Intermediary Servicing Agreement of the Registrant.
(10)(a)	Conformed copy of Rule 12b-1 Plan of the Registrant, dated September 17, 2015.
(10)(c)	Conformed copy of Multiple Class Plan of the Registrant, dated September 17, 2015.
(11)	Conformed copy of Opinion and Consent of Counsel as to legality of shares being registered.
(13)(c)	Conformed copy of Shareholder Services Plan of Registrant, dated September 17, 2015.
(14)	Consent of Ernst & Young LLP, Independent Registered Public Accounting Firm.
(16)	Powers of Attorney
17(c)	Form of Proxy Card

CONSENT OF ERNST & YOUNG LLP,

REGISTERED INDEPENDENT PUBLIC ACCOUNTING FIRM

We consent to the references to our firm under the caption “Financial Highlights” in the Combined Prospectus/Proxy-Information Statement dated             , 2016, of Wilmington Funds included in this Registration Statement (Form N-14) of Wilmington Funds, the caption “Financial Highlights in Appendix B of the Combined Prospectus/Proxy-Information Statement included in this Registration Statement, the captions “Financial Highlights” and “Independent Registered Public Accounting Firm” in the Prospectus of Wilmington Funds dated August 31, 2015, incorporated by reference in this Registration Statement, and the caption “Independent Registered Public Accounting Firm” in the Statement of Additional Information of Wilmington Funds dated August 31, 2015, incorporated by reference in this Registration Statement, and to the incorporation by reference in this Registration Statement of our reports on the Wilmington Prime Money Market Fund, the Wilmington Tax-Exempt Money Market Fund and the Wilmington U.S. Government Money Market Fund (each a series of Wilmington Funds), dated April 30, 2015, included in the 2015 Annual Reports to shareholders.

/s/ERNST & YOUNG LLP

Philadelphia, Pennsylvania

                    , 2016

EX-99

BROKER DEALER

SELLING AGREEMENT

THIS BROKER DEALER SELLING AGREEMENT (“Agreement”) made and entered into between ALPS Distributors, Inc. (“ADI”), a Colorado corporation having its principal place of business at 1290 Broadway, Suite 1100, Denver, Colorado 80203, and                                         , a                                  company having its principal place of business                                                               (hereinafter “Broker/Dealer”).

WHEREAS, Broker/Dealer desires to enter in this Agreement with ADI to sell shares of the Wilmington Funds (“Company”), a registered open-end investment management company, and Broker/Dealer will provide distribution related, continuing personal services to shareholder and/or administration of shareholder accounts in, to the fund(s) currently offered by the Company. ADI is the principal underwriter for the Company.

WHEREAS, Broker/Dealer understands that pursuant to the Investment Company Act of 1940, as amended (the “1940 Act”), the mutual fund(s) offered by the Company and distributed by ADI (each individually a “Fund” and collectively “Funds”) have adopted Distribution Plans, pursuant to Rule 12b-1 under the 1940 Act, and Service Plans (each individually a “Plan” and collectively “Plans”) to enable payments to certain entities for distribution assistance and shareholder servicing.

WHEREAS, the term “Prospectus” means the prospectus of the Funds and, unless the context otherwise requires, the related statement of additional information (“SAI”) incorporated therein by reference, as the same are amended and supplemented from time to time by the Funds.

NOW, THEREFORE, in consideration of the mutual covenants and promises set forth herein, the parties agree as follows:

1. Purchases of Company Shares for Sale to Customers.

(a) Broker/Dealer is hereby appointed as a non-exclusive selling agent of the Company during the term herein specified for the purpose of finding suitable investors for Company’s shares as described herein. Broker/Dealer hereby accepts such agency and agrees on the terms and conditions set forth herein and in each Fund’s then-current Prospectus and/or SAI to use reasonable efforts during the term hereof to find suitable investors and to provide ongoing services to such investors for the duration of their investments. It is understood that the Broker/Dealer has no commitment with regard to the sale of the Company’s shares other than to use reasonable efforts and shall not prevent Broker/Dealer from acting as a selling agent or underwriter for the securities of other issuers that may be offered or sold during the term hereof. Broker/Dealer’s agency relationship with ADI hereunder shall continue until the termination of this Agreement. Any sales of a Fund’s shares made prior to the date hereof by Broker/Dealer shall be deemed made pursuant to this Agreement.

(b) In offering and selling Company’s shares to Broker/Dealer’s customers, Broker/Dealer agrees to act as dealer for Broker/Dealer’s own account and in no transaction shall the Broker/Dealer have any authority to act or hold itself out as agent for ADI or the Company. ADI acknowledges that customers of Broker/Dealer who purchase Fund shares are the Broker/Dealer’s customers. Broker/Dealer shall be responsible for opening, approving, and monitoring customer accounts and for the review and supervision of these accounts, all in accordance with the rules of the Securities and Exchange Commission (“SEC”) and the Financial Industry Regulatory Authority

1

(“FINRA”), and in compliance with Section 12 of this Agreement. Broker/Dealer agrees to take full responsibility for the suitability and proper supervision of recommendations to its customers and to ensure that, to the extent its customers request a class of shares in a Fund different from what they already hold in the Fund, such customers are aware of the advantages and disadvantages of selecting one class of shares over other classes of shares and are aware of the available methods of Fund financing.

(c) Broker/Dealer agrees to offer and sell each Fund’s shares to Broker/Dealer’s customers only at the applicable public offering price, giving effect to any cumulative or quantity discounts or other purchase programs, plans, or services described in the then-current Prospectus and/or SAI. Broker/Dealer agrees to deliver, or cause to be delivered, to each customer, at or prior to the time of any purchase of shares, a copy of the then current Prospectus (including any supplements thereto), and to each customer who so requests, a copy of the then-current SAI (including any supplements thereto). Broker/Dealer will report quarterly to ADI on any cumulative or quantity discounts as a result of the offer and sale of the Fund’s shares.

(d) Broker/Dealer agrees to purchase Fund’s shares from ADI or from Broker/Dealer customers. If Broker/Dealer purchases from ADI, Broker/Dealer agrees that all such purchases shall be made only: (a) to cover orders already received by Broker/Dealer from its customers; (b) for shares being acquired by Broker/Dealer’s customers pursuant to either the exchange privilege or the reinvestment privilege, as described in the then-current Prospectus of a Fund; (c) for Broker/Dealer’s own bona fide investment; or (d) for investments by any Internal Revenue Service (“IRS”) qualified plan or other trust established for the benefit of Broker/Dealer’s employees or for investments in Individual Retirement Accounts established by Broker/Dealer’s employees, and if Broker/Dealer so advises ADI in writing prior to any sale of shares pursuant to this subparagraph (d), Broker/Dealer agrees to waive all Broker/Dealer concessions, if any, to all sales of shares. If Broker/Dealer purchases shares from Broker/Dealer customers, Broker/Dealer agrees not to purchase shares from Broker/Dealer customers at a price lower than the applicable redemption price, determined in the manner described in the then-current Prospectus. Broker/Dealer shall not withhold placing customers’ orders for shares so as to profit the Broker/Dealer as a result of such withholding (e.g., to include, but not limited to, a change in a Fund’s net asset value from that used in determining the offering price to Broker/Dealer’s customers).

(e) ADI will accept Broker/Dealer’s purchase orders only at the public offering price applicable to each order, as determined in accordance with the then-current Prospectus. All purchase, redemption, and exchange orders regarding Fund shares (collectively, “orders”) shall be executed in accordance with Rule 22c-1 under the 1940 Act. On each day the New York Stock Exchange is open for business (a “Business Day”), Broker/Dealer shall accept and effect orders from its customers with respect to Fund shares. Broker/Dealer shall place orders for Fund shares only with ADI. Broker/Dealer shall date and time stamp all orders received and promptly transmit all orders to ADI in time for processing at the price next determined after receipt of the order by the Broker/Dealer, in accordance with the Prospectus. Broker/Dealer shall not aggregate orders received after 4:00 p.m. Eastern time (“Market Close”) with orders received before Market Close. Broker/Dealer warrants that its internal control structure concerning the processing and transmission of orders is reasonably designed to prevent or detect on a timely basis orders received after Market Close and to minimize errors that could result in late transmission of orders. Broker/Dealer shall clearly identify to ADI orders received before Market Close on the Business Day and distinguish such orders from orders received after Market Close on such Business Day. ADI will not accept from Broker/Dealer any order placed on a

2

conditional basis or subject to any delay or contingency prior to execution. All orders are subject to acceptance or rejection by ADI in its sole discretion. If a purchase order is not settled in accordance with this Section, then ADI may, without notice, cancel the transaction and Broker/Dealer shall be responsible for any resulting loss that ADI or the Company sustains. ADI reserves the right, at its discretion and without notice to the Broker/Dealer, to suspend sales or to withdraw the offering of a Fund’s shares, in whole or in part, or to make a limited offering of any Fund’s shares. The minimum and maximum dollar amounts for purchase of a Fund’s shares (and any classes thereto) for any shareholder shall be the applicable minimum or maximum amount described in such Fund’s then-current Prospectus and no order for less or more than, as the case may be, such amount will be accepted hereunder.

(f) The transmission of orders will be governed by instructions that ADI will periodically issue to Broker/Dealer. Broker/Dealer must pay for Fund’s shares in ‘Federal Funds, and ADI must receive Broker/Dealer’s payment on or before the settlement date established in accordance with Rule 15c6-1 under the Securities Exchange Act of 1934. If ADI does not receive Broker/Dealer’s payment on or before such settlement date, ADI may, without notice, cancel the sale, or, at ADI’s option, sell a Fund’s shares that Broker/Dealer ordered back to the issuing Fund. ADI will hold Broker/Dealer responsible for any loss suffered by ADI or the issuing Fund as a result of Broker/Dealer’s failure to make payment as required.

(g) Broker/Dealer agrees to use the application provided with the Prospectus as the means of placing a customer’s order except for accounts opened or maintained pursuant to the networking system of the National Securities Clearing Corporation (“NSCC”). The application will be reviewed by ADI or the Company to determine that all information necessary to issue a Fund’s shares has been entered. Broker/Dealer hereby certifies that all of Broker/Dealer customers’ taxpayer identification numbers (“TIN”), social security numbers (“SSN”) or equivalent identification number furnished to ADI or the Company by Broker/Dealer are correct and agrees that ADI or the Company will not open an account without Broker/Dealer providing the Company’s Transfer Agent (“Transfer Agent”) with the customer’s TIN, SSN or, if recognized by the Transfer Agent, equivalent identification number.

(h) ADI or a Fund may, in its sole discretion and without liability to any person, reject a sale of shares in a jurisdiction where the shares are not registered or may register the shares for sale in such jurisdiction.

(i) Any transaction in shares of a Fund shall be effected and evidenced by book-entry on the records maintained by the Transfer Agent. A confirmation statement evidencing transactions in a Fund’s shares will be transmitted to Broker/Dealer by the Transfer Agent.

(j) Broker/Dealer agrees to collect or cause to be collected applicable redemption fees as described in the then-current Prospectus on all accounts opened with the Fund on an omnibus basis, and promptly remit such fees to ADI.

(k) Broker/Dealer agrees to take such actions as may be appropriate to give effect to: (i) any conversion of shares as required by the then-current Prospectus; and (ii) any election by the Fund to redeem shares as permitted by the Prospectus.

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2. Account Options.

(a) Broker/Dealer may appoint the Transfer Agent as Broker/Dealer’s agent to execute customers’ transactions in a Fund’s shares sold to Broker/Dealer by ADI in accordance with the terms and provisions of any account, program, plan, or service established or used by Broker/Dealer’s customers and to confirm each such transaction to Broker/Dealer’s customers on Broker/Dealer’s behalf. At the time of the transaction, Broker/Dealer guarantees the legal capacity of its customers so transacting in such Fund shares and any co-owners of such Fund shares.

(b) Unless otherwise instructed by ADI or the Transfer Agent, Broker/Dealer may instruct the Transfer Agent to register shares purchased in Broker/Dealer’s name and account as nominee for Broker/Dealer’s customers, in which event all Prospectuses, proxy and information statements, periodic shareholder reports, quarterly statements and other printed material will be sent to Broker/Dealer, and all confirmations and other communications to shareholders will be transmitted to Broker/Dealer. Broker/Dealer shall be responsible for forwarding such printed material, confirmations, and communications, or the information contained therein, to all customers for whom Broker/Dealer holds such shares as nominee. Broker/Dealer shall also be responsible for complying with all reporting and tax withholding requirements with respect to the customers for whose account Broker/Dealer is holding such shares. With respect to other customers of Broker/Dealer, Broker/Dealer shall provide ADI with all information (including, without limitation, certification of TINs and back-up withholding instructions) necessary or appropriate for ADI to comply with any legal and regulatory reporting requirements.

(c) Accounts opened or maintained pursuant to the networking system of NSCC will be governed by applicable NSCC rules and procedures, and any agreement or other arrangement with ADI relating to networking.

3. Broker/Dealer Compensation.

(a) Broker/Dealer’s concession, if any, on Broker/Dealer’s sales of shares of a Fund will be offered as described in the then-current Prospectus and/or SAI or in the applicable schedule of concessions issued by ADI and in effect at the time of sale to Broker/Dealer. Upon written notice to Broker/Dealer, ADI, or a Fund, may change or discontinue any schedule of concessions, or issue a new schedule. Broker/Dealer may be deemed to be an underwriter in connection with sales by Broker/Dealer of shares of a Fund where Broker/Dealer receives all or substantially all of the sales charge as set forth in the then-current Prospectus and, therefore, Broker/Dealer may be subject to applicable provisions of the Securities Act of 1933.

(b) ADI is entitled to, if any, a contingent deferred sales charge (“CDSC”) on redemptions of applicable class of shares of a Fund, as described in the then-current Prospectus. With respect to shares subject to a CDSC, ADI will pay the Broker/Dealer the applicable percentage of any advance commission in the amount and manner set forth in the then-current Prospectus and/or applicable Agreement Fee Schedule attached hereto (“Fee Schedule”). If at any time during the applicable holding period to which the CDSC applies, as described in the then-current Prospectus, Broker/Dealer no longer satisfies the conditions requisite as to receive advance commissions from ADI on shares subject to a CDSC as described in the then-current Prospectus, Broker/Dealer agrees to pay ADI the amount of CDSC that would have been payable upon the redemption of such shares.

(c) In the case of a Fund or class thereof which has adopted a Plan, ADI may elect from time to time to make payments to Broker/Dealer as provided under such Plan for such services, and without

4

limitation, some or all of the following: answering inquiries regarding a Fund, processing purchases and redemption transactions, assistance in changing account designation and addresses; providing periodic statements, personal services to investors, and/or other services related to the maintenance of shareholder records. Any such payments shall be made in the amount and manner set forth in the applicable Fee Schedule or in the then-current Prospectus. Compensation paid, if any, pursuant to a Plan for the sale of certain classes of a Fund’s shares, and for providing services to customers who are Fund shareholders, is described in the Fee Schedule and in such respective Fund’s then-current Prospectus. The Broker-Dealer will only receive 12b-1 fees as set forth in the applicable Fee Schedule if it earned at least $10.00 in fees during the time period for which such fees are payable, as provided in the Fee Schedule. The Fee Schedule may be discontinued or changed by ADI from time to time and shall be in effect with respect to a Fund which has a Plan and so long as such Fund(s)’ Plan remains in effect. Notwithstanding the foregoing, Broker/Dealer acknowledges that any compensation to be paid to the Broker/Dealer by ADI is paid from proceeds paid to ADI by a Fund pursuant to its Plan, and to the extent ADI does not receive such proceeds, for any reason, the amounts payable to Broker/Dealer will be reduced accordingly and Broker/Dealer waives any claim to such compensation. In the case of a Fund or class thereof that has no currently effective Plan, ADI may, to the extent permitted by applicable law, elect to make payments to Broker/Dealer from ADI’s own resources.

(d) Broker/Dealer shall furnish to ADI or the Company, on behalf of a Fund, no less frequently than quarterly, such information in writing as shall reasonably be requested by the Company’s Board of Directors/Trustees (“Company’s Board”) with respect to the fees paid to Broker/Dealer pursuant to this Agreement.

(e) In the event that Rule 2830 of the FINRA Conduct Rules precludes a Fund or class thereof from imposing, or ADI from receiving, a sales charge (as defined in Rule 2830) or any portion thereof, Broker/Dealer shall not be entitled to any payments from ADI hereunder from the date that a Fund or class thereof discontinues or is required to discontinue imposition of some or all of its sales charges. If a Fund or class thereof resumes imposition of some or all of its sales charge, Broker/Dealer will be entitled to, from the date of resumption, payments hereunder or as modified by ADI, if applicable.

(f) ADI may discontinue paying compensation to Broker/Dealer if, at any time, (i) Broker/Dealer is not appropriately registered in all capacities necessary to receive such compensation or (ii) Broker/Dealer breaches any representation, warranty or covenant contained in this Agreement, as determined by ADI in its sole discretion. Notwithstanding the foregoing, Broker/Dealer shall not be entitled to any compensation in respect of a sale to any investor if ADI determines that another authorized selling agent of ADI is primarily responsible for or should otherwise be credited with such sale. In making this determination, ADI will endeavor to act fairly. Any dispute regarding compensation shall be conclusively resolved by ADI.

(g) If, within seven business days after confirmation by ADI of Broker/Dealer’s original purchase order for shares of a Fund, such shares are repurchased by the issuing Fund or by ADI for the account of such Fund or are tendered for redemption by the customer, Broker/Dealer shall promptly refund to ADI the full discount retained by Broker/Dealer on the original sale and any distribution and service payments made to Broker/Dealer. Broker/Dealer shall refund to the Transfer Agent immediately upon receipt the amount of any dividends or distributions paid to Broker/Dealer as nominee for Broker/Dealer’s customers with respect to redeemed or repurchased Fund shares (that are subject to the previous sentence) to the extent that the

5

proceeds of such redemption or repurchase may include the dividends or distributions payable on such shares. Broker/Dealer also waives any claim for any compensation not yet received. Broker/Dealer shall be notified by ADI of such repurchase or redemption within ten days of such repurchase or redemption.

(h) The provisions of the Distribution Agreement between the Company and ADI, insofar as they relate to a Plan under Rule 12b-1 under the 1940 Act, are incorporated herein by reference. The provisions under this Agreement relating to a Plan shall continue in full force and effect only so long as the continuance of a Plan is approved at least annually by a vote of the Company’s Board, including a majority of the Company’s Board who are not interested persons of the Company and who have no direct or indirect financial interest in the operation of the Plan or in any agreements related to a Plan, cast in person at a meeting called for the purpose of voting thereon.

(i) After the effective date of any change in or discontinuance of any schedule of concessions, distribution payments, or service payments, or the termination of a Plan, such concessions, distribution payments, or service payments will be allowable or payable to Broker/Dealer only in accordance with such change, discontinuance, or termination. Broker/Dealer agrees that it will have no claim against ADI, the Company, or a Fund by virtue of any such change, discontinuance, or termination. In the event of any overpayment by ADI of any concession, distribution payment, or service payment, Broker/Dealer will promptly remit such overpayment.

(j) This Agreement’s applicable provisions regarding compensation, if any, have been adopted pursuant to Rule 12b-1 under the 1940 Act by a Fund’s class that may have adopted a Plan, under its respective Plan.

4. Status as Financial Intermediaries.

(a) Broker/Dealer represents and warrants that it is, and at all times during the term of this Agreement will remain, registered with the SEC as a broker-dealer and a member in good standing of the FINRA, and agrees to abide by all of its rules and regulations including its Rules of Conduct. Broker/Dealer further agrees to comply with all applicable state and federal laws and rules and regulations of regulatory agencies having jurisdiction over it. Reference is hereby specifically made to Section 2830 of the Conduct Rules of the FINRA, which is incorporated herein by reference. The termination of Broker/Dealer’s registration with the SEC or membership with FINRA will immediately and automatically terminate this Agreement. Broker/Dealer further represents that it is qualified to act as a broker-dealer in the states where it transacts business. Broker/Dealer shall immediately notify ADI in writing of any change in its status as a registered broker-dealer with the SEC, its good standing with FINRA or its qualification to act as a broker-dealer in the states where Broker/Dealer transacts business. Broker/Dealer further agrees that, in making any sales to purchasers within the United States of securities acquired from ADI or the Company, Broker/Dealer will conform to the provisions of paragraphs (a) and (b) of Rule 2420 of the FINRA Conduct Rules.

(b) Broker/Dealer represents that it is qualified to sell shares in the various jurisdiction where it transacts business. Broker/Dealer represents that it and all of its personnel involved in the activities contemplated hereunder have all governmental, regulatory, and self-regulatory registrations, approvals, memberships, and licenses required to perform Broker/Dealer’s obligations under this Agreement and to receive compensation, if any, therefore, and Broker/Dealer will maintain all relevant registrations, approvals, memberships, and licenses during the term of this Agreement.

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(c) Other than as described in paragraph 1(a) above, nothing in this Agreement shall cause Broker/Dealer to be ADI’s partner, employee, or agent, or give Broker/Dealer any authority to act for ADI, the Company, or a Fund. Neither ADI nor the Company shall be liable for any of Broker/Dealer’s acts, omissions or obligations under this Agreement.

5. Information Relating to the Funds.

(a) No person is authorized to make any representations concerning a Fund’s shares except those contained in such Fund’s then-current Prospectus and/or SAI, and in buying shares from ADI or selling shares to ADI hereunder, Broker/Dealer shall rely solely on the representations contained in the then-current Prospectus and/or SAI. Upon Broker/Dealer’s request, ADI will furnish Broker/Dealer with a reasonable number of copies of a Fund’s then-current Prospectus(es) and/or SAIs (including any supplements thereto).

(b) Broker/Dealer may not use any sales literature or advertising material (including material disseminated through radio, television, or other electronic media) concerning a Fund’s shares, other than a Fund’s then-current Prospectus or such printed information that is given to Broker/Dealer by ADI, without first obtaining ADI’s written approval. Broker/Dealer shall not distribute or make available to the general public any printed information furnished by ADI which is marked “FOR INVESTMENT ADVISER USE ONLY” or “FOR INVESTMENT PROFESSIONAL USE ONLY” or which otherwise indicates that it is confidential or not intended to be distributed to the general public.

6. Indemnification. ADI and Broker/Dealer (each an “Indemnifying Party”) will indemnify and hold the other party and its directors/trustees, officers, employees, and agents harmless from any claim, demand, loss, expense (including reasonable attorney’s fees), or cause of action resulting from the willful misconduct or negligence, as measured by industry standards, of the Indemnifying Party, its directors/trustees, officers, employees and agents, in carrying out its obligations under this Agreement. This provision will survive the termination of this Agreement.

7. Duration. Subject to Section 8, this Agreement will become effective on the date executed by ADI and will continue in effect until terminated.

8. Amendment and Termination of Agreement. (a) Either party to this Agreement may terminate the Agreement without cause and without penalty by giving the other party written notice specifying the termination date. This Agreement will automatically terminate in the event that a majority of the Company’s Directors/ Trustees who are not “interested persons” (as defined in the 1940 Act) or a majority of the outstanding shares of a Fund fails to approve the continuance of the Distribution Agreement, as amended, between the Company and ADI. This Agreement will automatically terminate in the event of its assignment (as defined in the 1940 Act).

(b) ADI may change or amend any provision of this Agreement by giving Broker/Dealer written notice of the change or amendment.

9. Arbitration. In the event of a material dispute under this Agreement, such dispute shall be settled by arbitration before arbitrators sitting in Denver, Colorado in accordance with FINRA’s Code of Arbitration Procedures in effect at the time of the dispute. The arbitrators shall act by majority

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decision, and their award may allocate attorneys’ fees and arbitration costs between ADI and Broker/Dealer. The arbitrators’ award shall be final and binding between the parties, and such award may be entered as a judgment in any court of competent jurisdiction.

10. Notices. All notices required or permitted to be given under this Agreement shall be given in writing and delivered by personal delivery, by postage prepaid mail, or by facsimile or a similar means of same-day delivery (with a confirming copy by mail). All notices to ADI shall be given or sent to ADI at ADI offices located at 1290 Broadway, Suite 1100, Denver, Colorado 80203, Attn: General Counsel. All notices to Broker/Dealer shall be given or sent to Broker/Dealer at the address specified by Broker/Dealer herein. Each party may change the address to which notices shall be sent by giving notice to the other party in accordance with this paragraph.

11. Client Information

a. Agreement to Provide Information. Broker/Dealer agrees to provide ADI or its designee, upon written request, the taxpayer identification number (“TIN”), the Individual/International Taxpayer Identification Number (“ITIN”), or other government-issued identifier (“GII”), if known, of any or all Shareholder(s) of the account and the amount, date, name or other identifier of any investment professional(s) associated with the Shareholder(s) or account (if known), and transaction type (purchase, redemption, transfer, or exchange) of every purchase, redemption, transfer, or exchange of Shares held through an account maintained by the Broker/Dealer during the period covered by the request.

(i) Period Covered by Request. Requests must set forth a specific period, not to exceed 180 calendar days from the date of the request, for which transaction information is sought. ADI or its designee may request transaction information older than 180 calendar days from the date of the request as necessary for a Fund to investigate compliance with policies established by the Fund for the purpose of eliminating or reducing any dilution of the value of the outstanding Shares issued by the Fund.

(ii) Form and Timing of Response.

(a) Broker/Dealer agrees to provide, promptly upon request of ADI or its designee, the requested information specified in Section 11(a). If requested by ADI or its designee, Broker/Dealer agrees to use best efforts to determine promptly whether any specific person about whom it has received the identification and transaction information specified in Section 11(a) is itself a financial intermediary (“Indirect Intermediary”) and, upon further request of ADI or its designee, promptly either (i) provide (or arrange to have provided) the information set forth in Section 11(a) for those Shareholders who hold an account with an Indirect Intermediary or (ii) restrict or prohibit the Indirect Intermediary from purchasing, in nominee name on behalf of other persons, securities issued by the Fund. Broker/Dealer additionally agrees to inform the Fund whether it plans to perform (i) or (ii).

(b) Responses required by this paragraph must be communicated in writing and in a format mutually agreed upon by the parties.

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(c) To the extent practicable, the format for any transaction information provided to ADI or its designee should be consistent with the NSCC Standardized Data Reporting Format.

(iii) Limitations on Use of Information. ADI agrees not to use the information received for marketing or any other similar purpose without the prior written consent of the Broker/Dealer.

b. Agreement to Restrict Trading. Broker/Dealer agrees to execute instructions from ADI or its designee to restrict or prohibit further purchases or exchanges of Shares by a Shareholder that has been identified by a Fund as having engaged in transactions of the Fund’s Shares (directly or indirectly through the Broker/Dealer’s account) that violate policies established or utilized by the Fund for the purpose of eliminating or reducing any dilution of the value of the outstanding Shares issued by the Fund.

(i) Form of Instructions. Instructions between the parties to restrict or prohibit further purchases or exchanges of Fund Shares must include the TIN, ITIN, or GII, if known, and the specific restriction(s) to be executed. If the TIN, ITIN, or GII is not known, the instructions must include an equivalent identifying number of the Shareholder(s) or account(s) or other agreed upon information to which the instruction relates.

(ii) Timing of Response. Broker/Dealer agrees to execute instructions as soon as reasonably practicable, but not later than five business days after receipt of the instructions by the Broker/Dealer.

(iii) Confirmation by Broker/Dealer. Broker/Dealer must provide written confirmation to ADI or its designee that instructions have been executed. Broker/Dealer agrees to provide confirmation as soon as reasonably practicable, but not later than ten business days after the instructions have been executed.

c. Definitions. For purposes of this Agreement:

(i) The term “Shares” means the interest of Shareholders corresponding to the redeemable securities of record issued by the Funds under the 1940 Act that are held by the Broker/Dealer.

(ii) The term “Shareholder” means the beneficial owner of Shares, whether the Shares are held directly or by the Broker/Dealer in nominee name, or a participant in a participant-directed employee benefit plan.

(iii) The term “written” includes electronic writings and facsimile transmissions.

(iv) Broker/Dealer represents and warrants that it is a “financial intermediary” as defined in SEC Rule 22c-2.

(v) The term “purchase” does not include automatic reinvestment of dividends.

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(vi) The term “promptly” as used in Section 11(a)(ii) shall mean as soon as practicable but in no event later than 5 business days from the Broker/Dealer’s receipt of the request for information from ADI or its designee.

12. Anti-Money Laundering Program. Broker/Dealer hereby certifies that: (i) it understands that pursuant to various U.S. regulations, it is required to establish an anti-money laundering program, which satisfies the requirements of Title III of the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act of 2001 (the “USA Patriot Act”); (ii) Broker/Dealer has developed, implemented, and will maintain such an anti-money laundering program, including a customer identification program consistent with the rules under sec. 326 of the USA Patriot Act, and will comply with all applicable laws and regulations designed to guard against money laundering activities set out in such program; (iii) Broker/Dealer will cooperate with ADI and deliver information reasonably requested by ADI concerning shareholders that purchased a Fund’s shares sold by Broker/Dealer necessary for ADI or the Company to comply with the USA Patriot Act; and (iv) Broker/Dealer will notify ADI, in writing, if it is found, by its Compliance Officer, independent anti-money laundering auditor, or any Federal, state, or self-regulatory agencies, to be in violation of the USA Patriot Act, any regulation implementing the USA Patriot Act, or its anti-money laundering program. Broker/Dealer agrees that accounts in the Funds held in the name of, or beneficially owned by, Broker/Dealer’s customers shall be accounts of Broker/Dealer, and that Broker/Dealer’s customers will be customers of Broker/Dealer, for all purposes under Broker/Dealer’s anti-money laundering program.

Notwithstanding anything to the contrary, if Broker/Dealer is exempt from the requirement to develop, implement, and maintain anti-money laundering policies that comply with the USA Patriot Act, Broker/Dealer agrees to cooperate with ADI and the Company and deliver information reasonably requested by ADI or the Company concerning shareholders that purchased shares sold by Broker/Dealer necessary for ADI and the Company to comply with either’s internal policies, the USA Patriot Act and relevant rules and regulations.

Broker/Dealer acknowledges that ADI or the Company may reject or refuse orders for the sale of shares with respect to customers for which Broker/Dealer serves as nominee if Broker/Dealer has not adopted and does not implement anti-money laundering policies and procedures as required by the USA Patriot Act. Upon ADI’s request, Broker/Dealer shall promptly certify to having implemented anti-money laundering policies and procedures and complying with all aspects of the USA Patriot Act and applicable regulations.

13. Regulation S-P. In accordance with Regulation S-P, if non-public personal information regarding customers/shareholders is disclosed to either party in connection with this Agreement, the party receiving such information will not disclose or use that information other than as necessary to carry out the purposes of this Agreement. Any privacy notice that Broker/Dealer delivers to customers/shareholders will comply with Title V of the Gramm-Leach-Bliley Act and Regulations S-P, as each may be amended, and will notify customers that non-public personal information may be provided to financial service providers such as security broker-dealers or investment companies and as permitted by law. This provision will survive the termination of this Agreement.

14. Identity Theft Red Flags. Broker/Dealer hereby certifies that: (i) it understands that pursuant to federal regulations, it is required to establish an identity theft red flags program; (ii) Broker/Dealer has developed, implemented, and will maintain such a program and will comply with all applicable laws and regulations designed to guard against identify theft activities set out in such program; (iii) Broker/Dealer will notify ADI, in writing, if there is a material compliance violation with respect to the

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Broker/Dealer’s identity theft red flags program that implicates Fund shares sold through the Broker/Dealer, and (iv) Broker/Dealer will cooperate with ADI and deliver information reasonably requested by ADI concerning purchases and redemptions (or attempted purchases or redemptions) of Fund shares sold by Broker/Dealer that are suspected of implicating the identity theft red flags program.

15. Entire Agreement; Partial Invalidity. This Agreement constitutes the entire agreement and understanding between the parties hereto and supersedes all prior agreements between the parties, whether oral or written, relating to the sale of shares or any other subject covered by this Agreement. If any provision of this Agreement shall be held or made invalid by a court decision, statute, rule, or otherwise, the remainder of the Agreement shall not be affected thereby. Furthermore, in the event of any inconsistency between the Agreement and the then-current Prospectus, the terms of the then-current Prospectus shall control.

16. Waiver. Failure of ADI or the Company to terminate this Agreement upon the occurrence of any event set forth in this Agreement as a cause for termination shall not constitute a waiver of the right to terminate this Agreement at a later time on account of such occurrence or any succeeding breach of the same.

17. Heading. The captions in this Agreement are included for convenience of reference only and in no way define or limit any of the provisions of this Agreement.

18. Applicable Law. This Agreement shall be construed in accordance with the laws of the state of Colorado, without giving effect to principles of conflicts of law.

19. Effective Date. This Agreement shall become effective as of the date when it is accepted and dated below by ADI.

[Remainder of page left intentionally blank.]

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IN WITNESS WHEREOF, the Parties’ authorized representatives have executed this Agreement and represent that they have read and understood the obligations herein and agree to be bound by the Agreement’s terms and conditions.

ACCEPTED AND AGREED:
BROKER/DEALER
Signature:
Name:
Title:
Address:
NSCC Dealer #	Fax Number:
NSCC Dealer Alpha Code	Date:
NSCC Clearing	Mutual Fund Coordinator/ Primary Contact:
Phone Number:
ALPS DISTRIBUTORS, INC.
By:
Name:
Title:
Effective Date:

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EX-99

INTERMEDIARY SERVICING

AGREEMENT

THIS SHAREHOLDER SERVING AGREEMENT (“Agreement”) made and entered into between ALPS Distributors, Inc. (“ADI”), a Colorado corporation having its principal place of business at 1290 Broadway, Suite 1100, Denver, Colorado 80203, and                                         , a                                  company having its principal place of business at                                 ,                     ,                      (hereinafter “Servicer”).

WHEREAS, Servicer desires to enter in this Agreement with ADI to sell shares of the Wilmington Funds (“Company”), a registered open-end investment management company, and Servicer will provide continuing personal services to shareholders of and/or administration of shareholder accounts in, the fund(s) currently offered by the Company.

WHEREAS, Servicer understands that pursuant to the Investment Company Act of 1940, as amended (the “1940 Act”), the mutual fund(s) offered by the Company (each individually, a “Fund” and collectively, the “Funds”) and distributed by ADI, the principal underwriter for the Company, have adopted, pursuant to Rule 12b-1 under the 1940 Act, Distribution and Service Plans and non Rule 12b-1 Shareholder Servicing Plans (each individually a “Plan” and collectively “Plans”) with ADI to enable payments to certain entities for distribution assistance and shareholder servicing.

WHEREAS, the term “Prospectus” means the prospectus and, unless the context otherwise requires, the related statement of additional information (“SAI”) incorporated therein by reference, as the same are amended and supplemented from time to time by the Funds.

NOW, THEREFORE, in consideration of the mutual covenants and promises set forth herein, the parties agree as follows:

1. Purchases of Company Shares for Sale to Customers.

(a) Servicer is hereby appointed as a non-exclusive selling agent of the Company during the term herein specified for the purpose of finding suitable investors for Company’s shares as described herein. Subject to the performance by ADI of its obligations to be performed hereunder and to the completeness and accuracy in all material respects of all the representations and warranties of ADI contained herein, Servicer hereby accepts such agency and agrees on the terms and conditions set forth herein and in each Fund’s then-current Prospectus and/or SAI to use reasonable efforts during the term hereof to find suitable investors and to provide ongoing services to such investors for the duration of their investments. It is understood that the Servicer has no commitment with regard to the sale of the Company’s shares other than to use reasonable efforts and shall not prevent Servicer from acting as a selling agent or underwriter for the securities of other issuers that may be offered or sold during the term hereof. Servicer’s agency relationship with ADI hereunder shall continue until the termination of this Agreement. Any sales of a Fund’s shares made prior to the date hereof by Servicer shall be deemed made pursuant to this Agreement.

(b) In offering and selling Company’s shares to Servicer’s customers, Servicer shall not have any authority to act or hold itself out as agent for ADI or the Company. ADI acknowledges that customers of Servicer who purchase Fund shares are the Servicer’s customers. Servicer shall be responsible for opening, approving, and monitoring customer accounts and for the review and supervision of these accounts, all in accordance with the rules of the Securities and Exchange Commission (“SEC”) and Financial Industry Regulatory Authority (“FINRA”), and in compliance with Section 12 of this Agreement.

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(c) Servicer agrees to offer and sell each Fund’s shares to Servicer’s customers only at the applicable public offering price, giving effect to any cumulative or quantity discounts or other purchase programs, plans, or services described in the then-current Prospectus and/or SAI. Servicer agrees to deliver, or cause to be delivered, to each customer, at or prior to the time of any purchase of shares, a copy of the then current Prospectus (including any supplements thereto), and to each customer who so requests, a copy of the then-current SAI (including any supplements thereto). Servicer will report quarterly to ADI on any cumulative or quantity discounts as a result of the offer and sale of the Fund’s shares.

(d) Servicer agrees to purchase Fund’s shares from ADI or from Servicer customers. If Servicer purchases from ADI, Servicer agrees that all such purchases shall be made only: (a) to cover orders already received by Servicer from its customers; (b) for shares being acquired by Servicer’s customers pursuant to either the exchange privilege or the reinvestment privilege, as described in the then-current Prospectus of a Fund; (c) for Servicer’s own bona fide investment; or (d) for investments by any Internal Revenue Service (“IRS”) qualified plan or other trust established for the benefit of Servicer’s employees or for investments in Individual Retirement Accounts established by Servicer’s employees, and if Servicer so advises ADI in writing prior to any sale of shares pursuant to this subparagraph (d), Servicer agrees to waive all Servicer concessions, if any, to all sales of shares. If Servicer purchases shares from Servicer customers, Servicer agrees not to purchase shares from Servicer customers at a price lower than the applicable redemption price, determined in the manner described in the then-current Prospectus. Servicer shall not withhold placing customers’ orders for shares so as to profit the Servicer as a result of such withholding (e.g., to include, but not limited to, a change in a Fund’s net asset value from that used in determining the offering price to Servicer’s customers).

(e) ADI will accept Servicer’s purchase orders only at the public offering price applicable to each order, as determined in accordance with the then-current Prospectus. ADI will not accept from Servicer a conditional order. All purchase and sale orders shall be executed in accordance with Rule 22c-1 of the 1940 Act. On each day the New York Stock Exchange is open for business (a “Business Day”) Servicer shall accept and effect orders from its customers with respect to Fund shares. Servicer shall place orders for Fund shares only with ADI. Servicer shall date and time stamp all orders received and promptly transmit all orders to ADI in time for processing at the price next determined after receipt of the order by the Servicer, in accordance with the Prospectus. Servicer shall not aggregate orders received after 4:00 p.m. Eastern time (“Market Close”) with orders received before Market Close. Servicer warrants that its internal control structure concerning the processing and transmission of orders is reasonably designed to prevent or detect on a timely basis orders received after Market Close and to minimize errors that could result in late transmission of orders. Servicer shall clearly identify to ADI orders received before Market Close on the Business Day and distinguish such orders from orders received after Market Close on such Business Day. ADI will not accept from Servicer any order placed on a conditional basis or subject to any delay or contingency prior to execution. All orders are subject to acceptance or rejection by ADI in its sole discretion. If a purchase order is not settled in accordance with this Section, ADI may, without notice, cancel the transaction and Servicer shall be responsible for any resulting loss that ADI or the Company sustains. ADI reserves the right, at its discretion and without notice to the Servicer, to suspend sales or to withdraw the offering of a Fund’s shares, in whole or in part, or to make a limited offering of any Fund’s shares. The minimum and maximum dollar amounts for purchase of a

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Fund’s shares (and any classes thereto) for any shareholder shall be the applicable minimum or maximum amount described in such Fund’s then-current Prospectus and no order for less or more than, as the case may be, such amount will be accepted hereunder.

(f) The transmission of orders will be governed by instructions that ADI will periodically issue to Servicer. Servicer must pay for Fund’s shares in ‘Federal Funds,’ and ADI must receive Servicer’s payment on or before the settlement date established in accordance with Rule 15c6-1 under the Securities Exchange Act of 1934, as amended (the “1934 Act”). If ADI does not receive Servicer’s payment on or before such settlement date, ADI may, without notice, cancel the sale, or, at ADI’s option, sell a Fund’s shares that Servicer ordered back to the issuing Fund. ADI will hold Servicer responsible for any loss suffered by ADI or the issuing Fund as a result of Servicer’s failure to make payment as required.

(g) Servicer agrees to use the application provided with the Prospectus as the means of placing a customer’s order except for accounts opened or maintained pursuant to the networking system of the National Securities Clearing Corporation (“NSCC”). The application will be reviewed by ADI or the Company to determine that all information necessary to issue a Fund’s shares has been entered. Servicer hereby certifies that all of Servicer customers’ taxpayer identification numbers (“TIN”), social security numbers (“SSN”) or equivalent identification numbers furnished to ADI or the Company by Servicer are correct and agrees that ADI or the Company will not open an account without Servicer providing the Company’s transfer agent (“Transfer Agent”) with the customer’s TIN, SSN or, if recognized by the Transfer Agent, equivalent identification number.

(h) ADI or a Fund may, in its sole discretion and without liability to any person, reject a sale of shares in a jurisdiction where the shares are not registered or may register the shares for sale in such jurisdiction.

(i) Any transaction in shares of a Fund shall be effected and evidenced by book-entry on the records maintained by the Transfer Agent. A confirmation statement evidencing transactions in a Fund’s shares will be transmitted to Servicer by the Transfer Agent.

(j) Servicer agrees to collect or cause to be collected applicable redemption fees as described in then-current Prospectus on all accounts opened with the Fund on an omnibus basis, and promptly remit such fees to ADI.

(k) Servicer agrees to take such actions as may be appropriate to give effect to: (i) any conversion of shares as required by the then-current Prospectus; and (ii) any election by the Fund to redeem shares as permitted by the Prospectus.

(l) Servicer agrees to respond to the reasonable inquiries and requests of Servicer’s customers that are shareholders relating to their investment in a Fund, and to take any such actions as such customer may reasonably request to maintain the customer’s account with a Fund.

2. Account Options.

(a) Servicer may appoint the Transfer Agent as Servicer’s agent to execute customers’ transactions in a Fund’s shares sold to Servicer by ADI in accordance with the terms and provisions of any account, program, plan, or service established or used by Servicer’s customers and to confirm each such transaction to Servicer’s customers on Servicer’s behalf. At the time of the transaction, Servicer guarantees the legal capacity of its customers so transacting in such Fund shares and any co-owners of such Fund shares.

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(b) Unless otherwise instructed by ADI or the Transfer Agent, Servicer may instruct the Transfer Agent to register shares purchased in Servicer’s name and account as nominee for Servicer’s customers, in which event all Prospectuses, proxy and information statements, periodic shareholder reports, quarterly statements and other printed material will be sent to Servicer, and all confirmations and other communications to shareholders will be transmitted to Servicer. Servicer shall be responsible for forwarding such printed material, confirmations, and communications, or the information contained therein, to all customers for whom Servicer holds such shares as nominee. Servicer shall also be responsible for complying with all reporting and tax withholding requirements with respect to the customers for whose account Servicer is holding such shares. With respect to other customers of Intermediary, Servicer shall provide ADI with all information (including, without limitation, certification of TINs and back-up withholding instructions) necessary or appropriate for ADI to comply with any legal and regulatory reporting requirements.

(c) Accounts opened or maintained pursuant to the networking system of NSCC will be governed by applicable NSCC rules and procedures, and any agreement or other arrangement with ADI relating to networking.

3. Servicer Compensation.

(a) Servicer concession, if any, on Servicer’s sales of shares of a Fund will be offered as described in the then-current Prospectus and/or SAI or in the applicable schedule of concessions issued by ADI and in effect at the time of ADI sale to Servicer. Upon written notice to Servicer, ADI, or a Fund, may change or discontinue any schedule of concessions, or issue a new schedule. Servicer may be deemed to be an underwriter in connection with sales by Servicer of shares of a Fund where Servicer receives all or substantially all of the sales charge as set forth in the then-current Prospectus and, therefore, Servicer may be subject to applicable provisions of the Securities Act of 1933, as amended (the “Securities Act”). Compensation paid, if any, pursuant to a Plan for the sale of certain class of a Fund’s shares is described in Agreement Fee Schedule attached hereto (“Fee Schedule”) and in such respective Fund’s then-current Prospectus.

(b) ADI is entitled to, if any, a contingent deferred sales charge (“CDSC”) on redemptions of applicable class of shares of a Fund, as described in the then-current Prospectus. With respect to shares subject to a CDSC, ADI will pay the Servicer the applicable percentage of any advance commission in the amount and manner set forth in the then-current Prospectus and applicable Fee Schedule. If at any time during the applicable holding period to which the CDSC applies, as described in the then-current Prospectus, Servicer no longer satisfies the conditions requisite as to receive advance commissions from ADI on shares subject to a CDSC as described in the then-current Prospectus, Servicer agrees to pay ADI the amount of CDSC that would have been payable upon the redemption of such shares.

(c) In the case of a Fund or class thereof which has adopted a Plan, ADI may elect from time to time to make payments to Servicer as provided under such Plan for such services, and without limitation, some or all of the following: answering inquires regarding a Fund, processing purchases and redemption transactions, assistance in changing account designation and addresses; providing periodic statements, personal services to investors, and/or other services related to the maintenance of shareholder records Any such payments shall be made in the amount and manner set forth in the applicable Fee Schedule or in the then-current Prospectus.

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Compensation paid, if any, pursuant to a Rule 12b-1 Plan for providing administrative services with respect to certain classes of a Fund’s shares, and pursuant to a Shareholder Services Plan for providing shareholder services with respect to certain classes of a Fund’s shares, are described in the Fee Schedule and in such respective Fund’s then-current Prospectus. The Servicer will only receive the administrative services fee as set forth in the Fee Schedule if it earned at least $10 in compensation during the time period for which such fees are payable, as provided in the Fee Schedule. The Fee Schedule may be discontinued or changed by ADI from time to time and shall be in effect with respect to a Fund which has a Plan and so long as such Fund(s)’ Plan remains in effect. Notwithstanding the foregoing, Servicer acknowledges that any compensation to be paid to the Servicer by ADI is paid from proceeds paid to ADI by a Fund pursuant to its Plan, and to the extent ADI does not receive such proceeds, for any reason, the amounts payable to Servicer will be reduced accordingly. In the case of a Fund or class thereof that has no currently effective Plan, ADI may, to the extent permitted by applicable law, elect to make payments to Servicer from its own resources.

(d) Servicer shall furnish to ADI or the Company, on behalf of a Fund, no less frequently than quarterly such information in writing as shall reasonably be requested by the Company’s Board of Directors/Trustees (“Company’s Board”) with respect to the fees paid to Servicer pursuant to this Agreement.

(e) In the event that FINRA Conduct Rule 2830 precludes a Fund or class thereof from imposing, or ADI from receiving, a sales charge (as defined in Rule 2830) or any portion thereof, Servicer shall not be entitled to any payments from ADI hereunder from the date that a Fund or class thereof discontinues or is required to discontinue imposition of some or all of its sales charges. If a Fund or class thereof resumes imposition of some or all of its sales charge, Servicer will be entitled to payments hereunder or as modified by ADI, if applicable.

(f) ADI may discontinue paying compensation to Servicer if, at any time, (i) Servicer is not appropriately registered in all capacities necessary to receive such compensation or (ii) Servicer breaches any representation, warranty or covenant contained in this Agreement, as determined by ADI in its sole discretion. Notwithstanding the foregoing, Servicer shall not be entitled to any compensation in respect of a sale to any investor if ADI determines that another authorized selling agent of ADI is primarily responsible for or should otherwise be credited with such sale. In making this determination, ADI will endeavor to act fairly. Any dispute regarding compensation shall be conclusively resolved by ADI.

(g) If, within seven business days after confirmation by ADI of Servicer’s original purchase order for shares of a Fund, such shares are repurchased by the issuing Fund or by ADI for the account of such Fund or are tendered for redemption by the customer, Servicer shall promptly refund to ADI the full discount retained by Servicer on the original sale and any distribution and service payments made to Servicer. Servicer shall refund to the Transfer Agent immediately upon receipt the amount of any dividends or distributions paid to Servicer as nominee for Servicer’s customers with respect to redeemed or repurchased Fund shares (that are subject to the previous sentence) to the extent that the proceeds of such redemption or repurchase may include the dividends or distributions payable on such shares. Servicer also waives any claim for any compensation not yet received. Servicer shall be notified by ADI of such repurchase or redemption within ten days of such repurchase or redemption.

(h) The provisions of the Distribution Agreement between the Company and ADI, insofar as they relate to a Plan under Rule 12b-1 under the 1940 Act, are incorporated herein by reference. The provisions under this Agreement, relating to a Plan, shall continue in full force and effect

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only so long as the continuance of a Plan is approved at least annually by a vote of the Company’s Board, including a majority of the Company’s Board who are not interested persons of the Company and who have no direct or indirect financial interest in the operation of the Plan or in any agreements related to a Plan, cast in person at a meeting called for the purpose of voting thereon.

(i) After the effective date of any change in or discontinuance of any schedule of service payments, or the termination of a Plan, such service payments will be allowable or payable to Servicer only in accordance with such change, discontinuance, or termination. Servicer agrees that it will have no claim against ADI, the Company, or a Fund by virtue of any such change, discontinuance, or termination. In the event of any overpayment by ADI of any service payment, Servicer will promptly remit such overpayment.

(j) This Agreement’s applicable provisions regarding compensation for administrative services, if any, have been adopted pursuant to Rule 12b-1 under the 1940 Act by a Fund’s class that may have adopted a Plan, under its respective Plan.

4. Status as Financial Intermediaries.

(a) Servicer represents and warrants that it is, and at all times during the term of this Agreement will remain, either:

(i) an investment adviser duly registered under the Investment Advisers Act of 1940 and has submitted a notice filing in each state that requires Servicer to do so, or if Servicer is not registered with the SEC, Servicer represents that Servicer is duly registered as an investment adviser with all appropriate state regulatory agencies. Servicer further represents that Servicer is permitted under any and all applicable laws, rules and regulations to execute, deliver, and perform this Agreement. Servicer further agrees to comply with all applicable Federal and state laws, rules, and regulations of applicable regulatory agencies having jurisdiction (including, but not limited to, the Investment Advisers Act of 1940, as amended (the “Advisers Act”), the Securities Act, the 1934 Act, and the rules of the FINRA, SEC, state securities administrators, and any other regulatory body). Servicer agrees to notify ADI if Servicer’s registration as an investment adviser is terminated; or

(ii) an entity exempt from broker-dealer status under applicable laws (including, but not limited to, a bank or trust company) in good standing. Servicer further agrees to comply with all applicable Federal and state laws, rules, and regulations of applicable regulatory agencies having jurisdiction (including, but not limited to, the Advisers Act, the Securities Act, the 1934 Act, and the rules of the FINRA, SEC, state securities administrators, and any other regulatory body); and

Servicer represents that it is qualified to sell shares in the various jurisdictions where it transacts business. Servicer represents that it and all of its personnel involved in the activities contemplated hereunder have all governmental, regulatory, and self-regulatory registrations, approvals, memberships, and licenses required to perform Servicer’s obligations under this Agreement and to receive compensation, if any, therefore, and Servicer will maintain all relevant registrations, approvals, memberships, and licenses during the term of this Agreement.

(b) Other than as described in paragraph 1(a) above, nothing in this Agreement shall cause Servicer to be ADI’s partner, employee, or agent, or give Servicer any authority to act for ADI, the Company, or a Fund. Neither ADI nor the Company shall be liable for any of Servicer’s acts, omissions or obligations under this Agreement.

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5. Information Relating to the Funds.

(a) No person is authorized to make any representations concerning a Fund’s shares except those contained in such Fund’s then-current Prospectus and/or SaI, and in buying shares from ADI or selling shares to ADI hereunder, Servicer shall rely solely on the representations contained in the then-current Prospectus and/or SAI. Upon Servicer’s reasonable request, ADI will furnish Servicer with a reasonable number of copies of a Fund’s then-current Prospectus(es) and/or SAIs (including any supplements thereto).

(b) Servicer may not use any sales literature or advertising material (including material disseminated through radio, television, or other electronic media) concerning a Fund’s shares, other than a Fund’s then-current Prospectus or such printed information that is given to Servicer by ADI, without first obtaining ADI’s written approval. Servicer shall not distribute or make available to the general public any printed information furnished by ADI which is marked “FOR INVESTMENT ADVISER USE ONLY” or “FOR INVESTMENT PROFESSIONAL USE ONLY” or which otherwise indicates that it is confidential or not intended to be distributed to the general public.

6. Indemnification. ADI and Servicer (each an “Indemnifying Party”) will indemnify and hold the other party and its directors/trustees, officers, employees, and agents harmless from any claim, demand, loss, expense (including reasonable attorney’s fees), or cause of action resulting from the willful misconduct or negligence, as measured by industry standards, of the Indemnifying Party, its directors/trustees, employees and agents, in carrying out its obligations under this Agreement. This provision will survive the termination of this Agreement.

7. Duration. Subject to Section 8, this Agreement will become effective on the date executed by ADI and will continue in effect until terminated.

8. Amendment and Termination of Agreement. Either party to this Agreement may terminate the Agreement without cause and without penalty by giving the other party written notice specifying the termination date. This Agreement will automatically terminate: (i) in the event that a majority of the Company’s Directors/ Trustees who are not “interested persons” (as defined in the 1940 Act) or a majority of the outstanding shares of a Fund fails to approve the continuance of the Distribution Agreement, as amended, between the Company and ADI; or (ii) in the event of its assignment (as defined in the 1940 Act). ADI may change or amend any provision of this Agreement by giving Servicer written notice of the change or amendment.

9. Arbitration. In the event of a material dispute under this Agreement, such dispute shall be settled by arbitration before arbitrators sitting in Denver, Colorado, in accordance with FINRA’s Code of Arbitration Procedures in effect at the time of the dispute. The arbitrators shall act by majority decision, and their award may allocate attorneys’ fees and arbitration costs between ADI and Servicer. The arbitrators’ award shall be final and binding between the parties, and such award may be entered as a judgment in any court of competent jurisdiction.

10. Notices. All notices required or permitted to be given under this Agreement shall be given in writing and delivered by personal delivery, by postage prepaid mail, or by facsimile or a similar means of same-day delivery (with a confirming copy by mail). All notices to ADI shall be given or sent to ADI at ADI offices located at 1290 Broadway, Suite 1100, Denver, Colorado 80203, Attn: General

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Counsel. All notices to Servicer shall be given or sent to Servicer at the address specified by Servicer herein. Each party may change the address to which notices shall be sent by giving notice to the other party in accordance with this paragraph.

11. Client Information

a. Agreement to Provide Information. Servicer agrees to provide the Fund, upon written request, the taxpayer identification number (“TIN”), the Individual/International Taxpayer Identification Number (“ITIN”), or other government-issued identifier (“GII”), if known, of any or all Shareholder(s) of the account and the amount, date, name or other identifier of any investment professional(s) associated with the Shareholder(s) or account (if known), and transaction type (purchase, redemption, transfer, or exchange) of every purchase, redemption, transfer, or exchange of Shares held through an account maintained by the Servicer during the period covered by the request.

(i) Period Covered by Request. Requests must set forth a specific period, not to exceed 180 calendar days from the date of the request, for which transaction information is sought. The Fund may request transaction information older than 180 calendar days from the date of the request as it deems necessary to investigate compliance with policies established by the Fund for the purpose of eliminating or reducing any dilution of the value of the outstanding Shares issued by the Fund.

(ii) Form and Timing of Response.

(a) Servicer agrees to provide, promptly upon request of the Fund or its designee, the requested information specified in Section 11(a). If requested by the Fund or its designee, Servicer agrees to use best efforts to determine promptly whether any specific person about whom it has received the identification and transaction information specified in Section 11(a) is itself a financial intermediary (“Indirect Intermediary”) and, upon further request of the Fund or its designee, promptly either (i) provide (or arrange to have provided) the information set forth in Section 11(a) for those Shareholders who hold an account with an Indirect Intermediary or (ii) restrict or prohibit the Indirect Intermediary from purchasing, in nominee name on behalf of other persons, securities issued by the Fund. Servicer additionally agrees to inform the Fund whether it plans to perform (i) or (ii).

(b) Responses required by this paragraph must be communicated in writing and in a format mutually agreed upon by the parties.

(c) To the extent practicable, the format for any transaction information provided to the Fund should be consistent with the NSCC Standardized Data Reporting Format.

(iii) Limitations on Use of Information. The Fund agrees not to use the information received for marketing or any other similar purpose without the prior written consent of the Servicer.

b. Agreement to Restrict Trading. Servicer agrees to execute written instructions from the Fund to restrict or prohibit further purchases or exchanges of Shares by a Shareholder that has been identified by the Fund as having engaged in transactions of the Fund’s

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Shares (directly or indirectly through the Servicer’s account) that violate policies established or utilized by the Fund for the purpose of eliminating or reducing any dilution of the value of the outstanding Shares issued by the Fund.

(i) Form of Instructions. Instructions between the parties to restrict or prohibit further purchases or exchanges of Fund Shares must include the TIN, ITIN, or GII, if known, and the specific restriction(s) to be executed. If the TIN, ITIN, or GII is not known, the instructions must include an equivalent identifying number of the Shareholder(s) or account(s) or other agreed upon information to which the instruction relates.

(ii) Timing of Response. Servicer agrees to execute instructions as soon as reasonably practicable, but not later than five business days after receipt of the instructions by the Servicer.

(iii) Confirmation by Servicer. Servicer must provide written confirmation to the Fund that instructions have been executed. Servicer agrees to provide confirmation as soon as reasonably practicable, but not later than ten business days after the instructions have been executed.

c. Definitions. For purposes of this Agreement:

(i) Pursuant to Section 11, and only Section 11 herein, the term “Fund” also includes the Fund’s principal underwriter and transfer agent. The term does not include any “excepted funds” as defined in SEC Rule 22c-2(b) under the 1940 Act.

(ii) The term “Shares” means the interest of Shareholders corresponding to the redeemable securities of record issued by the Fund under the 1940 Act that are held by the Servicer.

(iii) The term “Shareholder” means the beneficial owner of Shares, whether the Shares are held directly or by the Servicer in nominee name.

(iv) The term “written” includes electronic writings and facsimile transmissions.

(v) The term “Servicer” shall mean a “financial intermediary” as defined in SEC Rule 22c-2.

(vi) The term “purchase” does not include automatic reinvestment of dividends.

(vii) The term “promptly” as used in Section 11(a)(ii) shall mean as soon as practicable but in no event later than 5 business days from the Servicer’s receipt of the request for information from the Fund or its designee.

d. Servicer will forward for processing on each day only those purchase and redemption orders received by Servicer prior to the daily cut-off times disclosed in each Fund’s prospectus. Servicer has, and will maintain at all times during the Term of this Agreement, appropriate internal controls for the segregation of purchase and redemption orders received prior to the daily cut-off times disclosed in each Fund’s Prospectus, from purchase and redemption orders received after the daily cut-off times disclosed in each Fund’s Prospectus as and to the extent required by the 1940 Act.

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12. Anti-Money Laundering Program. Servicer hereby certifies that: (i) it understands that pursuant to various U.S. regulations, it is required to establish an anti-money laundering program, which satisfies the requirements of Title III of the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act of 2001 (the “USA Patriot Act”); (ii) Servicer has developed, implemented, and will maintain such an anti-money laundering program, including a customer identification program consistent with the rules under Section 326 of the USA Patriot Act, and will comply with all applicable laws and regulations designed to guard against money laundering activities set out in such program; (iii) Servicer will cooperate with ADI and deliver information reasonably requested by ADI concerning shareholders that purchased a Fund’s shares sold by Servicer necessary for ADI or the Company to comply with the USA Patriot Act; and (iv) Servicer will notify ADI, in writing, if it is found, by its Compliance Officer, independent anti-money laundering auditor, or any Federal, state, or self-regulatory agencies, to be in violation of the USA Patriot Act, any regulation implementing the USA Patriot Act, or its anti-money laundering program. Servicer agrees that accounts in the Funds held in the name of, or beneficially owned by, Servicer’s customers shall be accounts of Servicer, and that Servicer’s customers will be customers of Servicer, for all purposes under Servicer’s anti-money laundering program.

Notwithstanding anything to the contrary, if Servicer is exempt from the requirement to develop, implement, and maintain anti-money laundering policies that comply with the USA Patriot Act, then Servicer agrees to cooperate with ADI and the Company and deliver information reasonably requested by ADI or the Company concerning shareholders that purchased shares sold by Servicer necessary for ADI and the Company to comply with either’s internal policies, the USA Patriot Act and relevant rules and regulations.

Servicer acknowledges that ADI or the Company may reject or refuse orders for the sale of shares with respect to customers for which Servicer serves as nominee if Servicer has not adopted and does not implement anti-money laundering policies and procedures as required by the USA Patriot Act. Upon ADI’s request, Servicer shall promptly certify to having implemented anti-money laundering policies and procedures and complying with all aspects of the USA Patriot Act and applicable regulations.

13. Regulation S-P. In accordance with Regulation S-P, if non-public personal information regarding customers/shareholders is disclosed to either party in connection with this Agreement, the party receiving such information will not disclose or use that information other than as necessary to carry out the purposes of this Agreement. Any privacy notice that Servicer delivers to customers/shareholders will comply with Title V of the Gramm-Leach-Bliley Act and Regulations S-P, as each may be amended, and will notify customers that non-public personal information may be provided to financial service providers such as security broker-dealers or investment companies and as permitted by law. This provision will survive the termination of this Agreement.

14. Identity Theft Red Flags. Servicer hereby certifies that: (i) it understands that pursuant to federal regulations, it is required to establish an identity theft red flags program; (ii) Servicer has developed, implemented, and will maintain such a program and will comply with all applicable laws and regulations designed to guard against identify theft activities set out in such program; (iii) Servicer will notify ADI, in writing, if there is a material compliance violation with respect to Servicer’s identity theft red flags program that implicates Fund shares sold through Servicer; and (iv) Servicer will cooperate with ADI and deliver information reasonably requested by ADI concerning purchases and redemptions (or attempted purchases or redemptions) of Fund shares sold through Servicer that are suspected of implicating the identity theft red flags program.

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15. Entire Agreement; Partial Invalidity. This Agreement constitutes the entire agreement and understanding between the parties hereto and supersedes all prior agreements between the parties, whether oral or written, relating to the sale of shares or any other subject covered by this Agreement. If any provision of this Agreement shall be held or made invalid by a court decision, statute, rule, or otherwise, the remainder of the Agreement shall not be affected thereby. Furthermore, in the event of any inconsistency between the Agreement and the then-current Prospectus, the terms of the then-current Prospectus shall control.

16. Waiver. Failure of ADI or the Company to terminate this Agreement upon the occurrence of any event set forth in this Agreement as a cause for termination shall not constitute a waiver of the right to terminate this Agreement at a later time on account of such occurrence or any succeeding breach of the same.

17. Heading. The captions in this Agreement are included for convenience of reference only and in no way define or limit any of the provisions of this Agreement.

18. Applicable Law. This Agreement shall be construed in accordance with the laws of the state of Colorado, without giving effect to principles of conflicts of law.

19. Effective Date. This Agreement shall become effective as of the date when it is accepted and dated below by ADI.

[Remainder of this page left intentionally blank.]

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IN WITNESS WHEREOF, the Parties’ authorized representatives have executed this Agreement and represent that they have read and understood the obligations herein and agree to be bound by the Agreement’s terms and conditions.

ACCEPTED AND AGREED:
SERVICER:
Signature:
Name:
Title:
Address:
NSCC Dealer #	Fax Number:
NSCC Dealer Alpha Code	Date:
NSCC Clearing	Mutual Fund Coordinator Primary Contact:
Phone Number:	Mutual Fund Coordinator Email Address:
ALPS DISTRIBUTORS, INC.
By:
Name:
Title:
Effective Date:

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EX-99

Conformed

WILMINGTON FUNDS (formerly the MTB Group of Funds)

RULE 12b-1 PLAN

This Rule 12b-1 Plan (“Plan”) is reauthorized and continued as of September 17, 2015, and effective starting on the date set forth in Section 14 below, by the Board of Trustees of the WILMINGTON FUNDS (the “Trust”), a Delaware statutory trust, with respect to the classes of shares (“Class” or “Classes”) of the portfolios of the Trust set forth in exhibits hereto (the “Funds”).

1. This Plan is adopted pursuant to Rule 12b-l under the Investment Company Act of 1940 (the “Act”), so as to allow the Trust to make payments as contemplated herein, in conjunction with the distribution of certain shares of the Funds (“Shares”).

2. This Plan is designed to finance activities of the entity approved by the Board of Trustees of the Trust to serve as distributor of Shares of the Funds (the “Distributor”) principally intended to result in the sale of Shares to include: (a) providing incentives to broker/dealers and other financial institutions (“Institutions”) to sell Shares; (b) paying for the costs incurred in conjunction with advertising and marketing of Shares to include expenses of preparing, printing and distributing prospectuses and sales literature to prospective shareholders, or Institutions; (c) paying third parties for distribution-related activities and financing advanced commissions to brokers; and (d) other costs incurred in the implementation and operation of the Plan.

3. (a) In consideration for its services under the Plan, Distributor will be paid a fee with respect to the Shares of the Funds as set forth on the exhibits hereto (“Distribution Fee”). Total fees paid pursuant to this Rule 12b-l Plan, including the Distribution Fee and all applicable sales charges, shall not exceed applicable FINRA limits. The services rendered by Distributor for which Distributor is entitled to receive the Distribution Fee or any contingent deferred sales charge shall be deemed to have been completed at the time of the initial sale of Shares.

(b) Each Fund may pay to Distributor (or its designee or transferee) in addition to the fees set forth in paragraph 3(a) hereof any contingent deferred sales charge imposed on redemptions of Shares, if applicable, upon the terms and conditions set forth in the then current Prospectus of the Funds. Notwithstanding anything to the contrary in this Plan, Distributor shall be paid such contingent deferred sale charges in respect of Shares taken into account in computing Distributor’s Distribution Fee notwithstanding Distributor’s termination as general distributor of the Shares of a Fund or any termination of this Plan other than in connection with complete termination of the Plan.

(c) The right of Distributor to receive the Distribution Fee and/or contingent deferred sales charges may be transferred by Distributor in order to raise funds which may be useful or necessary to perform its duties as principal underwriter, and any such transfer shall be effective upon written notice from Distributor to the Funds. In connection with the foregoing, each Fund is authorized to pay all or part of the Distribution Fee directly to such transferee as directed by Distributor.

4. Any payment to Distributor in accordance with this Plan will be made pursuant to the Distribution Agreement entered into by the Trust and Distributor. Any payments made by Distributor to Institutions with funds received as compensation under this Plan will be made pursuant to a related agreement (such as the “Broker Dealer Selling Agreement (‘Selling Agreement’)”) entered into by Distributor and the Institutions.

5. Distributor has the right (i) to select, in its sole discretion, the Institutions to participate in the Plan and (ii) to terminate without cause and in its sole discretion any Selling Agreement.

6. Quarterly in each year that this Plan remains in effect, Distributor shall prepare and furnish to the Board of Trustees of the Trust, and the Board of Trustees shall review, a written report of the amounts expended under the Plan and the purpose for which such expenditures were made.

7. This Plan shall become effective with respect to the Class after approval by majority votes of the Trust’s Board of Trustees and the members of the Board of the Trust who are not interested persons of the Trust and have no direct or indirect financial interest in the operation of the Trust’s Plan or in any related documents to the Plan (“Independent Trustees”), cast in person at a meeting called for the purpose of voting on the Plan.

8. This Plan shall remain in effect with respect to the Classes as set forth on Exhibit A and any subsequent Classes of the Funds added pursuant to an amendment to Exhibit A at least annually in the manner provided for approval of the Plan in paragraph 7.

9. This Plan may be amended at any time in accordance with the provisions of Rule 12b-l under the Investment Company Act of 1940.

10. This Plan may be terminated with respect to a particular Fund at any time by: (a) a majority vote of the Disinterested Trustees; or (b) a vote of a majority of the outstanding voting securities of the particular Class as defined in Section 2(a)(42) of the Act; or (c) by Distributor on 60 days’ notice to the Trust.

11. While this Plan shall be in effect, the selection and nomination of Disinterested Trustees of the Trust shall be committed to the discretion of the Board of Trustee’s Nominating Committee and the Disinterested Trustees then in office.

12. All agreements with any person relating to the implementation of this Plan shall be in writing and any agreement related to this Plan shall be subject to termination, without penalty, pursuant to the provisions of Paragraph 10 herein.

13. The execution and delivery of this Plan have been authorized by the Trustees of the Trust and signed by an authorized officer of the Trust, acting as such, and neither such authorization by such Trustees nor such execution and delivery by such officer shall be deemed to have been made by any of them individually or to impose any liability on any of them personally, and the obligations of this Plan are not binding upon any of the Trustees or shareholders of the Trust, but bind only the appropriate property of the Fund, or Class, as provided in the Charter Documents.

14. This Plan is reauthorized for a twelve-month period commencing on October 1, 2015, and ending on September 30, 2016.

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The undersigned officer of the Fund certifies that the Rule 12b-1 Plan set forth above contains no substantive changes from the Plan previously continued by the Board of Trustees and that this document accurately and completely memorializes the Rule 12b-1 Plan presented to the Board of Trustees of the Fund at its meeting on September 16-17, 2015.

Witness the due execution hereof on September 17, 2015.

Wilmington Funds (formerly, the MTB Group of Funds)
By:	/s/ MICHAEL D. DANIELS
	Michael D. Daniels
	Vice President

Amended with the approval of the Board of Trustees, including a majority of the Independent Trustees, on June 22, 2012, to reflect the re-naming of the MTB Group of Funds to “Wilmington Funds,” effective March 9, 2012.

Amended with the approval of the Board of Trustees, including a majority of the Independent Trustees, effective as of April 12, 2013, to reflect the recapitalization of the Class C shares of certain Funds into another class of shares of those Funds.

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Exhibit A to the Rule 12b-1 Plan of Wilmington Funds

In compensation for the services provided pursuant to this Plan, Distributor will be paid a monthly fee computed at the annual rate of .25 of 1% of the average aggregate net asset value of the Classes of Shares of each individual Fund listed below held during the month:

Fund	Share Classes
Wilmington Prime Money Market Fund	Service Class and Administrative Class Shares
Wilmington Tax-Exempt Money Market Fund	Service Class and Administrative Class Shares
Wilmington U.S. Government Money Market Fund	Service Class and Administrative Class Shares
Wilmington U.S. Treasury Money Market Fund	Service Class and Administrative Class Shares
Wilmington Broad Market Bond Fund	Class A Shares
Wilmington Intermediate Term Bond Fund	Class A Shares
Wilmington Short-Term Bond Fund	Class A Shares
Wilmington Municipal Bond Fund	Class A Shares
Wilmington New York Municipal Bond Fund	Class A Shares
Wilmington Multi-Manager International Fund	Class A Shares
Wilmington Multi-Manager Real Asset Fund	Class A Shares
Wilmington Strategic Allocation Aggressive Fund	Class A Shares
Wilmington Strategic Allocation Conservative Fund	Class A Shares
Wilmington Strategic Allocation Moderate Fund	Class A Shares
Wilmington Multi-Manager Alternatives Fund	Class A Shares

Amended with the approval of the Board of Trustees, including a majority of the Independent Trustees, on June 22, 2012, to reflect: (i) the conversion of the six classes of MTB Money Market Fund shares into four new MTB Money Market Fund share classes, effective January 20, 2012; (ii) the reorganization of four series of the MTB Group of Funds into four other series of the MTB Group of Funds; (iii) the reorganization of twelve portfolios of WT Mutual Fund, a Delaware statutory trust, into existing and newly formed series of the MTB Group of Funds; and (iv) the re-naming of the MTB Group of Funds to “Wilmington Funds” and the renaming of individual Funds. Events (ii), (iii) and (iv) were effective March 9, 2012.

Amended with the approval of the Board of Trustees, including a majority of the Independent Trustees, effective as of November 30, 2012, to reflect the reorganization of the Wilmington Pennsylvania and Virginia Municipal Bond Funds into the Wilmington Municipal Bond Fund.

Amended with the approval of the Board of Trustees, including a majority of the Independent Trustees, effective as of April 12, 2013, to reflect the recapitalization into another class of shares, or the elimination, of the Class A shares of certain Funds.

Amended with the approval of the Board of Trustees, including a majority of the Independent Trustees, as of September 12, 2013, to reflect the name change of the Wilmington Rock Maple Alternatives Fund to the Wilmington Multi-Manager Alternatives Fund.

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Amended with the approval of the Board of Trustees, including a majority of the Independent Trustees, effective as of September 18, 2014, to reflect the liquidations of the Wilmington Large-Cap Value Fund and the Wilmington Large-Cap Growth Fund.

Amended with the approval of the Board of Trustees, including a majority of the Independent Trustees, effective as of September 17, 2015, to reflect: (i) the reorganization of the Wilmington Short Duration Government Bond Fund into the Wilmington Short-Term Corporate Bond Fund (re-named the Wilmington Short-Term Bond Fund); (ii) the reorganization of the Wilmington Maryland Municipal Bond Fund into the Wilmington Municipal Bond Fund; and (iii) the liquidations of the Wilmington Mid-Cap Growth Fund, Wilmington Small-Cap Growth Fund and Wilmington Small-Cap Strategy Fund.

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EX-99

Conformed

AMENDED AND RESTATED

WILMINGTON FUNDS

MULTIPLE CLASS PLAN

This Multiple Class Plan (“Plan”) is adopted by the Wilmington Funds (formerly the MTB Group of Funds and herein, the “Trust”), a Delaware statutory trust, with respect to the classes of shares (“Classes”) of its various portfolios (the “Funds”) set forth in exhibits hereto (the “Class Exhibits”). The adoption of this Plan is indicated by the execution of one or more of the Class Exhibits.

1. PURPOSE

This Plan is adopted pursuant to Rule 18f-3 under the Investment Company Act of 1940, as amended (the “Rule”), in connection with the issuance by the Trust of more than one class of shares of any or all of the Funds in reliance on the Rule.

2. SEPARATE ARRANGEMENTS / CLASS DIFFERENCES

The arrangements for shareholders services or the distribution of securities, or both, for each Class shall be as set forth in the applicable Class Exhibit hereto.

3. EXPENSE ALLOCATIONS

Each Class shall be allocated those expenses actually incurred in a different amount by that Class and which are described in the applicable Class Exhibit hereto (“Class Expenses”). Class Expenses may include distribution expenses; shareholder services expenses; transfer agent fees; printing and postage expenses related to preparing and distributing materials such as shareholder reports, prospectuses, and proxies to current shareholders; blue sky registration fees; SEC registration fees; the expense of administrative personnel and services as required to support the shareholders of a specific class; litigation or other legal expenses relating solely to one Class; or Trustees’ fees incurred as a result of issues relating to one Class of shares.

4. CONVERSION FEATURES

The conversion features for shares of each Class shall be as set forth in the applicable Class Exhibit hereto.

5. EXCHANGE FEATURES

The exchange features for shares of each Class shall be as set forth in the applicable Class Exhibit hereto.

6. EFFECTIVENESS

This Plan and any amendments thereto shall become effective with respect to each Class upon execution of an exhibit adopting this Plan with respect to such Class.

7. AMENDMENT

Any material amendment of this Plan or any Class Exhibit hereto by the Trust is subject to the approval of a majority of the Trustees of the Trust, and a majority of the Trustees of the Trust who are not interested persons of the Trust upon a finding that such amendment is in the best interests of each Class individually and the Trust as a whole, pursuant to the Rule.

8. LIMITATIONS OF LIABILITY OF TRUSTEES AND SHAREHOLDERS OF THE TRUST.

The execution and delivery of this Plan have been authorized by the Trustees of the Trust and signed by an authorized officer of the Trust, acting as such, and neither such authorization by such Trustees nor such execution and delivery by such officer shall be deemed to have been made by any of them individually or to impose any liability on any of them personally, and the obligations of this Plan are not binding upon any of the Trustees or shareholders of the Trust, but bind only the appropriate property of the Fund, or Class, as provided in the Charter Documents.

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EXHIBIT A to the Multiple Class Plan

WILMINGTON FUNDS (formerly the MTB Group of Funds)

SERVICE CLASS SHARES

(formerly certain Class A, Class A2 and Class S Shares)

Wilmington Prime Money Market Fund

Wilmington Tax-Exempt Money Market Fund

Wilmington U.S. Government Money Market Fund

Wilmington U.S. Treasury Money Market Fund

This Exhibit to the Multiple Class Plan (the “Plan”) is hereby adopted by the above-listed portfolios of the Trust (“Funds”) on whose behalf it is executed as of the date stated below.

1. Separate Arrangements

Distribution Arrangements

Service Shares are designed for individuals as a convenient means of accumulating an interest in a professionally managed, diversified portfolio of short-term money market securities.

Channel/Target Customers

Service Shares are designed for sale to retail customers.

Sales Load

None.

Rule 12b-1 Plan and Services

Service Shares may bear, for services provided pursuant to the Rule 12b-1 Plan, a maximum distribution fee of 0.25% of 1% of the average daily net assets of each Fund’s Service Shares. All or any portion of this fee may be waived by the Distributor from time to time.

Shareholder Services Plan and Services

Service Shares may bear, for shareholder services provided, a maximum shareholder service fee of 0.25 of 1% of the average daily net asset value of the Service Shares. All or any portion of this fee may be waived by the shareholder servicing agent from time to time.

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Minimum Investment

There is no minimum initial investment for Service Shares. Subsequent investments must be in amounts of at least $25. The minimum account balance is $250.

Voting Rights

Each Service Share gives the shareholder one vote in Trustee elections and other matters submitted to shareholders for the entire Trust for vote. All shares of each portfolio or class in the Funds have equal voting rights, except that only shares of a particular portfolio or class are entitled to vote in matters affecting that portfolio or class.

2. Expense Allocation

Distribution Fees

Distribution Fees are allocated equally among Service Shares of each Fund.

Shareholder Service Fees

Shareholder Service Fees are allocated equally among the Service Shares of each Fund.

3. Conversion Features

Service Shares are not convertible into shares of any other class.

4. Exchange Features

Service Shares of any portfolio may be exchanged for Service Shares of other Funds of the Trust pursuant to the conditions described in the appropriate prospectus.

IN WITNESS WHEREOF, this Class Exhibit has been executed on behalf of the above-listed portfolios of the Trust by their duly-authorized officer as of the date set forth below.

Wilmington Funds
By:	/s/ Michael D. Daniels
Name:	Michael D. Daniels
Title:	Vice President
Date: November 16, 2007

Amended with the approval of the Board of Trustees, including a majority of the Independent Trustees, on June 22, 2012, to reflect: (i) the conversion of the six classes of MTB Money Market Fund shares into four new MTB Money Market Fund share classes, effective January 20, 2012; (ii) the reorganization of four series of the MTB Group of Funds into four other series of the MTB Group of Funds; (iii) the reorganization of twelve portfolios of WT

4

Mutual Fund, a Delaware statutory trust, into existing and newly formed series of the MTB Group of Funds; and (iv) the re-naming of the MTB Group of Funds to “Wilmington Funds” and the renaming of individual Funds. Events (ii), (iii) and (iv) were effective March 9, 2012.

Wilmington Funds

By:	/s/ Michael D. Daniels
Name:	Michael D. Daniels
Title:	Vice President
Date: June 22, 2012

5

EXHIBIT B to the Multiple Class Plan

WILMINGTON FUNDS (formerly the MTB Group of Funds)

SELECT CLASS SHARES

(formerly certain Class A, Institutional I, and Corporate Class Shares)

Wilmington Prime Money Market Fund

Wilmington Tax-Exempt Money Market Fund

Wilmington U.S. Government Money Market Fund

Wilmington U.S. Treasury Money Market Fund

This Exhibit to the Multiple Class Plan (the “Plan”) is hereby adopted by the above-listed portfolios of the Trust (“Funds”) on whose behalf it is executed as of the date stated below.

1. Separate Arrangements

Distribution Arrangements

Select Shares are marketed to financial institutions and other institutional investors directly or through a financial intermediary.

Channel/Target Customers

Select Shares are designed for sale to institutional investors investing for their own account (including as a fiduciary) or their individual customers’ accounts.

Sales Load

None

Rule 12b-1 Plan And Services

None.

Shareholder Services Plan And Services

The Select Shares may bear for shareholder services provided, a maximum shareholder service fee of 0.25 of 1% of the average daily net asset value of the Select Shares. All or any portion of this fee may be waived by the shareholder servicing agent from time to time.

Minimum Investments

The minimum initial investment in Select Shares is $100,000. Subsequent investments must be in amounts of at least $25. The minimum account balance is $250.

6

Voting Rights

Each Select Share gives the shareholder one vote in Trustee elections and other matters submitted to shareholders for the entire Trust for vote. All shares of each portfolio or class in the Funds have equal voting rights, except that only shares of a particular portfolio or class are entitled to vote in matters affecting that portfolio or class.

2. Expense Allocation

Distribution Fees

No Distribution Fees are allocated to Select Shares.

Shareholder Service Fees

Shareholder Service Fees are allocated equally among the Select Shares of each Fund.

3. Conversion Features

Select Shares are not convertible into shares of any other class.

4. Exchange Features

Select Shares of any portfolio may be exchanged for Institutional I Shares of other Funds of the Trust pursuant to the conditions described in the appropriate prospectus.

IN WITNESS WHEREOF, this Class Exhibit has been executed on behalf of the above-listed portfolios of the Trust by their duly-authorized officer as of the date set forth below.

Wilmington Funds

By:	/s/ Michael D. Daniels
Name:	Michael D. Daniels
Title:	Vice President
Date: November 16, 2007

Amended with the approval of the Board of Trustees, including a majority of the Independent Trustees, on June 22, 2012, to reflect: (i) the conversion of the six classes of MTB Money Market Fund shares into four new MTB Money Market Fund share classes, effective January 20, 2012; (ii) the reorganization of four series of the MTB Group of Funds into four other series of the MTB Group of Funds; (iii) the reorganization of twelve portfolios of WT

7

Mutual Fund, a Delaware statutory trust, into existing and newly formed series of the MTB Group of Funds; and (iv) the re-naming of the MTB Group of Funds to “Wilmington Funds” and the renaming of individual funds. Events (ii), (iii) and (iv) were effective March 9, 2012.

Wilmington Funds

By:	/s/ Michael D. Daniels
Name:	Michael D. Daniels
Title:	Vice President
Date: June 22, 2012

8

EXHIBIT C to the Multiple Class Plan

WILMINGTON FUNDS (formerly the MTB Group of Funds)

ADMINISTRATIVE CLASS SHARES

(formerly Institutional II Class)

Wilmington Prime Money Market Fund

Wilmington Tax-Exempt Money Market Fund

Wilmington U.S. Government Money Market Fund

Wilmington U.S. Treasury Money Market Fund

This Exhibit to the Multiple Class Plan (the “Plan”) is hereby adopted by the above-listed portfolios of the Trust (“Funds”) on whose behalf it is executed as of the date stated below.

1. Separate Arrangements

Distribution Arrangements

Administrative Class Shares are marketed to financial institutions directly or through a financial intermediary.

Channel/Target Customers

Administrative Class Shares are designed for sale to financial institutions investing for their own account (including as a fiduciary) or their individual customers’ accounts.

Sales Load

None.

Rule 12b-1 Plan And Services

Administrative Class Shares may bear, for services provided pursuant to the Rule 12b-1 Plan, a distribution service fee of 0.25 of 1% of the average daily net assets of the Administrative Class Shares. All or any portion of this fee may be waived by the Distributor from time to time.

Shareholder Services Plan And Services

Administrative Class Shares may bear, for shareholder services provided, a maximum shareholder service fee of 0.25 of 1% of the average daily net asset value of the Administrative Class Shares. All or any portion of this fee may be waived by the shareholder servicing agent from time to time.

9

Minimum Investments

The minimum initial investment in Administrative Class Shares is $1,000. Subsequent investments must be in amounts of at least $25. The minimum account balance is $250.

Voting Rights

Each Administrative Class Share gives the shareholder one vote in Trustee elections and other matters submitted to shareholders for the entire Trust for vote. All shares of each portfolio or class in the Funds have equal voting rights, except that only shares of a particular portfolio or class are entitled to vote in matters affecting that portfolio or class.

2. Expense Allocation

Distribution Fees

Distribution Fees are allocated equally among Sdministrative Class Shares of each Fund.

Shareholder Service Fees

Shareholder Service Fees are allocated equally among the Administrative Class Shares of each Fund.

3. Conversion Features

Administrative Class Shares are not convertible into shares of any other class.

4. Exchange Features

Administrative Class Shares of any portfolio may be exchanged for Administrative Class Shares of other Funds of the Trust pursuant to the conditions described in the appropriate prospectus.

IN WITNESS WHEREOF, this Class Exhibit has been executed on behalf of the above-listed portfolios of the Trust by their duly-authorized officer as of the date set forth below.

Wilmington Funds

By:	/s/ Michael D. Daniels
Name:	Michael D. Daniels
Title:	Vice President
Date: November 16, 2007

Amended with the approval of the Board of Trustees, including a majority of the Independent Trustees, on June 22, 2012, to reflect: (i) the conversion of the six classes of MTB Money Market Fund shares into four new MTB Money Market Fund share classes, effective

10

January 20, 2012; (ii) the reorganization of four series of the MTB Group of Funds into four other series of the MTB Group of Funds; (iii) the reorganization of twelve portfolios of WT Mutual Fund, a Delaware statutory trust, into existing and newly formed series of the MTB Group of Funds; and (iv) the re-naming of the MTB Group of Funds to “Wilmington Funds” and the renaming of individual funds. Events (ii), (iii) and (iv) were effective March 9, 2012.

Wilmington Funds

By:	/s/ Michael D. Daniels
Name:	Michael D. Daniels
Title:	Vice President
Date: June 22, 2012

11

EXHIBIT D to the Multiple Class Plan

WILMINGTON FUNDS (formerly the MTB Group of Funds)

INSTITUTIONAL CLASS SHARES

Wilmington Prime Money Market Fund

Wilmington U.S. Government Money Market Fund

This Exhibit to the Multiple Class Plan (the “Plan”) is hereby adopted by the above-listed portfolios of the Trust (“Funds”) on whose behalf it is executed as of the date stated below.

1. Separate Arrangements

Distribution Arrangements

Institutional Class Shares are marketed primarily to private client advisers and other client-facing personnel within Wilmington Trust Company, Wilmington Trust, N.A. and M&T Bank for use by their clients who meet the minimum investment requirement.

Channel/Target Customers

Institutional Class Shares are designed primarily for use by large, individual investors and their related fiduciary (trust) and investment management accounts.

Sales Load

None.

Rule 12b-1 Plan And Services

None.

Shareholder Services Plan And Services

None.

Minimum Investments

The minimum initial investment in Institutional Class Shares is $5,000,000. The minimum account balance is $10,000.

12

Voting Rights

Each Institutional Class Share gives the shareholder one vote in Trustee elections and other matters submitted to shareholders for the entire Trust for vote. All shares of each portfolio or class in the Funds have equal voting rights, except that only shares of a particular portfolio or class are entitled to vote in matters affecting that portfolio or class.

2. Expense Allocation

Distribution Fees

None.

Shareholder Service Fees

None.

3. Conversion Features

Institutional Class Shares are not convertible into shares of any other class.

4. Exchange Features

Institutional Class Shares of any money market fund portfolio may be exchanged for Institutional Class Shares of other money market funds in the Trust pursuant to the conditions described in the appropriate prospectus.

IN WITNESS WHEREOF, this Class Exhibit has been executed on behalf of the above-listed portfolios of the Trust by their duly-authorized officer as of the date set forth below.

Wilmington Funds

By:	/s/ Michael D. Daniels
Name:	Michael D. Daniels
Title:	Vice President
Date: December 9, 2011

13

EXHIBIT E to the Multiple Class Plan

WILMINGTON FUNDS (formerly the MTB Group of Funds)

CLASS A SHARES

Wilmington Broad Market Bond Fund*

Wilmington Intermediate Term Bond Fund*

Wilmington Short-Term Bond Fund*

Wilmington Municipal Bond Fund***

Wilmington New York Municipal Bond Fund*

Wilmington Multi-Manager International Fund***

Wilmington Multi-Manager Real Asset Fund***

Wilmington Strategic Allocation Aggressive Fund***

Wilmington Strategic Allocation Conservative Fund***

Wilmington Strategic Allocation Moderate Fund*

Wilmington Multi-Manager Alternatives Fund****

* Effective date of Plan is March 24, 2003

** Effective date of Plan is January 22, 2006

*** Effective date of Plan is March 9, 2012

**** Effective date of Plan is December 9, 2011

This Exhibit to the Multiple Class Plan (the “Plan”) is hereby adopted by the above-listed portfolios (each, a “Fund”) of the MTB Group of Funds (the “Trust”) on whose behalf it is executed as of the date stated above.

1. Separate Arrangements

Distribution Arrangements

Class A Shares are designed for individuals as a convenient means of accumulating an interest in a professionally managed, diversified portfolio of securities.

Channel/Target Customers

Class A Shares are designed for sale to retail customers.

Sale Load

Class A Shares are sold with a front-end sales load as described in the prospectus.

Rule 12b-1 Plan and Services

The Class A Shares may bear, for services provided pursuant to the Rule 12b-1 Plan, a maximum distribution fee of 0.25% of 1% of the average daily net assets of each Fund’s Class A Shares. All or any portion of this fee may be waived by the Distributor from time to time.

14

Shareholder Service Fees

The Class A Shares may bear, for shareholder services provided, a maximum shareholder service fee of 0.25 of 1% of the average daily net asset value of each Fund’s Class A Shares. All or any portion of this fee may be waived by the shareholder servicing agent from time to time.

Minimum Investments

The minimum initial investment in Class A Shares is $1,000. Subsequent investments must be in amounts of at least $25. The minimum account balance is $250.

Voting Rights

Each Class A Share gives the shareholder one vote in Trustee elections and other matters submitted to shareholders of the entire Trust vote. All shares of each portfolio or class in the Funds have equal voting rights, except that only shares of a particular portfolio or class are entitled to vote in matters affecting that portfolio or class.

2. Expense Allocation

Distribution Fees

Distribution Fees are allocated equally among Class A Shares of each Fund.

Shareholder Service Fees

Shareholder Service Fees are allocated equally among Class A Shares of each Fund.

3. Conversion Features

Class A Shares are not convertible into shares of any other class.

15

4. Exchange Features

Class A Shares of any portfolio may be exchanged for Class A Shares of other Funds of the Trust pursuant to the conditions described in the appropriate prospectus.

IN WITNESS WHEREOF, this Class Exhibit has been executed on behalf of the above-listed portfolios of the Trust by their duly-authorized officer as of the date set forth below.

Wilmington Funds

By:	/s/ Michael D. Daniels
Name:	Michael D. Daniels
Title:	Vice President
Date: December 3, 2009

Amended with the approval of the Board of Trustees, including a majority of the Independent Trustees, on June 22, 2012, to reflect: (i) the conversion of the six classes of MTB Money Market Fund shares into four new MTB Money Market Fund share classes, effective January 20, 2012; (ii) the reorganization of four series of the MTB Group of Funds into four other series of the MTB Group of Funds; (iii) the reorganization of twelve portfolios of WT Mutual Fund, a Delaware statutory trust, into existing and newly formed series of the MTB Group of Funds; and (iv) the re-naming of the MTB Group of Funds to “Wilmington Funds” and the renaming of individual Funds. Events (ii), (iii) and (iv) were effective March 9, 2012.

Amended with the approval of the Board of Trustees, including a majority of the Independent Trustees, effective as of November 30, 2012, to reflect the reorganization of the Wilmington Pennsylvania and Virginia Municipal Bond Funds into the Wilmington Municipal Bond Fund.

Amended with the approval of the Board of Trustees, including a majority of the Independent Trustees, effective as of April 12, 2013, to reflect the recapitalization into another class of shares, or the elimination, of the Class A shares of certain Funds.

Amended with the approval of the Board of Trustees, including a majority of the Independent Trustees, as of September 12, 2013, to reflect the name change of the Wilmington Rock Maple Alternatives Fund to the Wilmington Multi-Manager Alternatives Fund.

16

Amended with the approval of the Board of Trustees, including a majority of the Independent Trustees, effective as of September 18, 2014, to reflect the liquidations of the Wilmington Large-Cap Value Fund and the Wilmington Large-Cap Growth Fund.

Amended with the approval of the Board of Trustees, including a majority of the Independent Trustees, effective as of September 17, 2015, to reflect: (i) the reorganization of the Wilmington Short Duration Government Bond Fund into the Wilmington Short-Term Corporate Bond Fund (re-named the Wilmington Short-Term Bond Fund); (ii) the reorganization of the Wilmington Maryland Municipal Bond Fund into the Wilmington Municipal Bond Fund; and (iii) the liquidations of the Wilmington Mid-Cap Growth Fund, Wilmington Small-Cap Growth Fund and Wilmington Small-Cap Strategy Fund.

Wilmington Funds
By:	/s/ Michael D. Daniels
Name:	Michael D. Daniels
Title:	Vice President
Date: June 22, 2012
By:	/s/ Michael D. Daniels
Name:	Michael D. Daniels
Title:	Vice President
Date: September 12, 2013
By:	/s/ Michael D. Daniels
Name:	Michael D. Daniels
Title:	Vice President
Date: September 18, 2014
By:	/s/ Michael D. Daniels
Name:	Michael D. Daniels
Title:	Vice President
Date: September 17, 2015

17

EXHIBIT F to the Multiple Class Plan

WILMINGTON FUNDS (formerly the MTB Group of Funds)

CLASS I SHARES

(formerly Institutional I Shares)

Wilmington Broad Market Bond Fund*

Wilmington Intermediate Term Bond Fund*

Wilmington Short-Term Bond Fund*

Wilmington Municipal Bond Fund***

Wilmington New York Municipal Bond Fund*

Wilmington Large-Cap Strategy Fund**

Wilmington Multi-Manager International Fund**

Wilmington Multi-Manager Real Asset Fund**

Wilmington Strategic Allocation Aggressive Fund**

Wilmington Strategic Allocation Conservative Fund**

Wilmington Strategic Allocation Moderate Fund*

Wilmington Multi-Manager Alternatives Fund***

* Effective date of Plan is March 24, 2003

** Effective date of Plan is March 9, 2012

*** Effective date of Plan is December 9, 2011

This Exhibit to the Multiple Class Plan (the “Plan”) is hereby adopted by the above-listed portfolios of the Trust (“Funds”) on whose behalf it is executed as of the date stated below.

1. Separate Arrangements

Distribution Arrangements

Class I Shares are marketed to financial institutions directly or through a financial intermediary.

Channel/Target Customers

Class I Shares are designed for sale to financial institutions investing for their own account (including as a fiduciary) or their individual customers’ accounts.

Sales Load

None.

Rule 12b-1 Plan And Services

None.

18

Shareholder Services Plan And Services

Class I Shares may bear for shareholder services provided, a maximum shareholder service fee of 0.25 of 1% of the average daily net asset value of the Class Shares. All or any portion of this fee may be waived by the shareholder servicing agent from time to time.

Minimum Investments

The minimum initial investment in Class I Shares is $1,000,000. Subsequent investments must be in amounts of at least $25. The minimum account balance is $10,000.

Voting Rights

Each Class I Share gives the shareholder one vote in Trustee elections and other matters submitted to shareholders for the entire Trust for vote. All shares of each portfolio or class in the Funds have equal voting rights, except that only shares of a particular portfolio or class are entitled to vote in matters affecting that portfolio or class.

2. Expense Allocation

Distribution Fees

No Distribution Fees are allocated to Class I Shares.

Shareholder Service Fees

Shareholder Service Fees are allocated equally among the Class I Shares of each Fund.

3. Conversion Features

Class I Shares are not convertible into shares of any other class.

4. Exchange Features

Class I Shares of any portfolio may be exchanged for Class I Shares of other Funds of the Trust pursuant to the conditions described in the appropriate prospectus.

IN WITNESS WHEREOF, this Class Exhibit has been executed on behalf of the above-listed portfolios of the Trust by their duly-authorized officer as of the date set forth below.

Wilmington Funds
By:	/s/ Michael D. Daniels
Name:	Michael D. Daniels
Title:	Vice President
Date: November 16, 2007

19

Amended with the approval of the Board of Trustees, including a majority of the Independent Trustees, on June 22, 2012, to reflect: (i) the conversion of the six classes of MTB Money Market Fund shares into four new MTB Money Market Fund share classes, effective January 20, 2012; (ii) the reorganization of four series of the MTB Group of Funds into four other series of the MTB Group of Funds; (iii) the reorganization of twelve portfolios of WT Mutual Fund, a Delaware statutory trust, into existing and newly formed series of the MTB Group of Funds; and (iv) the re-naming of the MTB Group of Funds to “Wilmington Funds” and the renaming of individual Funds. Events (ii), (iii) and (iv) were effective March 9, 2012.

Amended with the approval of the Board of Trustees, including a majority of the Independent Trustees, effective as of November 30, 2012, to reflect the reorganization of the Wilmington Pennsylvania and Virginia Municipal Bond Funds into the Wilmington Municipal Bond Fund.

Amended with the approval of the Board of Trustees, including a majority of the Independent Trustees, as of September 12, 2013, to reflect the name change of the Wilmington Rock Maple Alternatives Fund to the Wilmington Multi-Manager Alternatives Fund.

Amended with the approval of the Board of Trustees, including a majority of the Independent Trustees, effective as of September 19, 2014, to reflect the liquidations of the Wilmington Large-Cap Value Fund and the Wilmington Large-Cap Growth Fund.

Amended with the approval of the Board of Trustees, including a majority of the Independent Trustees, effective as of September 17, 2015, to reflect: (i) the reorganization of the Wilmington Short Duration Government Bond Fund into the Wilmington Short-Term Corporate Bond Fund (re-named the Wilmington Short-Term Bond Fund); (ii) the reorganization of the Wilmington Maryland Municipal Bond Fund into the Wilmington Municipal Bond Fund; and (iii) the liquidations of the Wilmington Mid-Cap Growth Fund, Wilmington Small-Cap Growth Fund and Wilmington Small-Cap Strategy Fund.

Wilmington Funds

By:	/s/ Michael D. Daniels
Name:	Michael D. Daniels
Title:	Vice President
Date: June 22, 2012
By:	/s/ Michael D. Daniels
Name:	Michael D. Daniels
Title:	Vice President
Date: September 12, 2013

20

By:	/s/ Michael D. Daniels
Name:	Michael D. Daniels
Title:	Vice President
Date: September 18, 2014
By:	/s/ Michael D. Daniels
Name:	Michael D. Daniels
Title:	Vice President
Date: September 17, 2015

21

EXHIBIT G to the Multiple Class Plan

WILMINGTON FUNDS (formerly the MTB Group of Funds)

CLASS C SHARES

Wilmington Small Cap Growth Fund

Note: Class C Shares were converted to Class A Shares effective April 12, 2013. See Exhibit E to Multiple Class Plan.

22

EXHIBIT H to the Multiple Class Plan

WILMINGTON FUNDS (formerly the MTB Group of Funds)

Class C Shares

Wilmington Intermediate-Term Bond Fund

Wilmington Short-Term Corporate Bond Fund

Wilmington Short Duration Government Bond Fund

Note: Class C Shares were converted to Class A Shares effective April 12, 2013. See Exhibit E to Multiple Class Plan.

23

EXHIBIT I to the Multiple Class Plan

MTB GROUP OF FUNDS

CLASS S SHARES

MTB Money Market Fund

MTB U.S. Treasury Money Market Fund

Note: Class S Shares were converted to Service Class Shares effective January 20, 2012. See Exhibit A to Multiple Class Plan.

24

EXHIBIT J to the Multiple Class Plan

MTB GROUP OF FUNDS

CLASS B SHARES

Note: Class B shares eliminated through conversion to Class A/A2 shares effective 3/31/2011

25

EXHIBIT K to the Multiple Class Plan

MTB GROUP OF FUNDS

CORPORATE SHARES

(formerly, Institutional Shares)

MTB Prime Money Market Fund

Note: Corporate Class Shares were converted to Select Class Shares effective January 20, 2012. See Exhibit B to Multiple Class Plan.

26

EXHIBIT L to the Multiple Class Plan

MTB GROUP OF FUNDS

Class A2 Shares

(formerly Institutional Shares)

MTB Money Market Fund

Note: Class A2 Shares were converted to Service Class Shares effective January 20, 2012. See Exhibit A to Multiple Class Plan.

27

EX-99

Stradley Ronon Stevens & Young, LLP   1250 Connecticut Avenue, N.W., Suite 500   Washington, DC 20036-2652   Telephone 202.822.9611   Fax 202.822.0140   www.stradley.com

                    April 29, 2016

Wilmington Funds

26 South Calvert Street

Baltimore, Maryland 21202

Subject: Registration Statement on Form N-14

Ladies and Gentlemen:

We have acted as counsel to the Wilmington 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 Fund”), in connection with the acquisition of substantially all of the assets and liabilities of certain other series of the Trust as shown in the table below (the “Target Funds”), by and in exchange for Shares, of the Acquiring Fund (the “Transaction”).

Target Fund and Share Classes		Acquiring Fund and Share Classes
Wilmington Tax-Exempt Money Market Fund	Service Class	Wilmington U.S. Government Money Market Fund	Service Class
	Select Class		Select Class
	Administrative Class		Administrative Class
Wilmington Prime Money Market Fund	Service Class	Wilmington U.S. Government Money Market Fund	Service Class
	Select Class		Select Class
	Administrative Class		Administrative Class
	Institutional Class		Institutional Class

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 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 April 29, 2016, the Registration Statement to be filed on April 29, 2016, 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.

Wilmington Funds

April 29, 2016

Page 2

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 Fund 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 Fund 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 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/ Alison M. Fuller
	Alison M. Fuller, a Partner

EX-99

Conformed

WILMINGTON FUNDS (formerly the MTB Group of Funds)

Shareholder Services Plan

This Shareholder Services Plan (“Plan”) is reauthorized and continued as of September 17, 2015, and effective starting on the date set forth in Section 11 below, by the Board of Trustees of the Wilmington Funds (formerly known as MTB Group of Funds and herein, the “Funds” or the “Trust”), a Delaware business trust with respect to certain classes of shares (“Classes”) of the portfolios of the Fund set forth on Exhibit A hereto.

1. This Plan is adopted to allow the Funds to make payments as contemplated herein to obtain certain personal services for shareholders and/or the maintenance of shareholder accounts (“Services”).

2. This Plan is designed to compensate broker/dealers and other participating financial institutions and other persons (“Providers”) for providing services to the Fund and its shareholders. The Plan will be administered by the entity approved by the Board of Trustees of the Trust (the “Board of Trustees”) to serve as distributor of Shares of the Funds (“Distributor”). In compensation for the Services provided pursuant to this Plan, Providers will be paid a monthly fee in respect of the Classes set forth on the applicable exhibit, computed at the annual rate not to exceed .25 of 1% of the average aggregate net asset value of the shares of such Classes of the Fund held during the month.

3. Any payments made by the Funds to any Provider pursuant to this Plan will be made pursuant to the “Shareholder Services Agreement” entered into by Distributor on behalf of the Fund and the Provider.

4. The Fund has the right: (i) to select, in its sole discretion, the Providers to participate in the Plan; and (ii) to terminate without cause and in its sole discretion any Shareholder Services Agreement.

5. Quarterly in each year that this Plan remains in effect, Distributor shall prepare and furnish to the Board of Trustees, and the Board of Trustees shall review, a written report of the amounts expended under the Plan.

6. This Plan shall become effective with respect to each Class after approval by majority votes of: (a) the Board of Trustees; and (b) the Independent Trustees of the Fund.

7. All material amendments to this Plan must be approved by a vote of the Board of Trustees and of the Independent Trustees.

8. This Plan may be terminated with respect to a particular Class at any time by: (a) a majority vote of the Trustees; or (b) a vote of a majority of the outstanding voting securities of the Fund as defined in Section 2(a)(42) of the Act.

9. All agreements with any person relating to the implementation of this Plan shall be in writing and any agreement related to this Plan shall be subject to termination, without penalty, pursuant to the provisions of Paragraph 8 herein.

10. The execution and delivery of this Plan have been authorized by the Trustees and signed by an authorized officer of the Trust, acting as such, and neither such authorization by the Board of Trustees nor such execution and delivery by such officer shall be deemed to have been made by any of them individually or to impose any liability on any of them personally, and the obligations of this Plan are not binding upon any of the Trustees or shareholders of the Trust, but bind only the appropriate property of the Fund, or Class, as provided in the Declaration of Trust.

11. This Plan is reauthorized for a twelve-month period commencing on October 1, 2015, and ending on September 30, 2016.

The undersigned officer of the Fund certifies that the Shareholder Services Plan set forth above contains no substantive changes from the Plan previously continued by the Board of Trustees and that this document accurately and completely memorializes the Shareholder Services Plan presented to the Board of Trustees of the Fund at its meeting on September 16-17, 2015.

Witness the due execution hereof on September 17, 2015.

Wilmington Funds (formerly the MTB Group of Funds)
By:	/s/ MICHAEL D. DANIELS
	Michael D. Daniels
	Vice President

Amended with the approval of the Board of Trustees, including a majority of the Independent Trustees, on June 22, 2012, to reflect: (i) the conversion of the six classes of MTB Money Market Fund shares into four new MTB Money Market Fund share classes, effective January 20, 2012; (ii) the reorganization of four series of the MTB Group of Funds into four other series of the MTB Group of Funds; (iii) the reorganization of twelve portfolios of WT Mutual Fund, a Delaware statutory trust, into existing and newly formed series of the MTB Group of Funds; (iv) the re-naming of the MTB Group of Funds to “Wilmington Funds” and the renaming of individual Funds; and (v) certain minor stylistic changes. Events (ii), (iii) and (iv) were effective March 9, 2012.

Amended with the approval of the Board of Trustees, including a majority of the Independent Trustees, as of November 30, 2012, to reflect the reorganization of the Wilmington Pennsylvania and Virginia Municipal Bond Funds into the Wilmington Municipal Bond Fund.

Amended with the approval of the Board of Trustees, including a majority of the Independent Trustees, effective as of April 12, 2013, to reflect: (i) the recapitalization into another class of shares, or the elimination, of the Class A shares of certain Funds; and (ii) the recapitalization of the Class C shares of certain Funds into another class of shares of those Funds.

2

Amended with the approval of the Board of Trustees, including a majority of the Independent Trustees, as of September 12, 2013, to reflect the name change of the Wilmington Rock Maple Alternatives Fund to the Wilmington Multi-Manager Alternatives Fund.

Amended with the approval of the Board of Trustees, including a majority of the Independent Trustees, effective as of September 18, 2014, to reflect the liquidations of the Wilmington Large-Cap Value Fund and the Wilmington Large-Cap Growth Fund.

Amended with the approval of the Board of Trustees, including a majority of the Independent Trustees, effective as of September 17, 2015, to reflect: (i) the reorganization of the Wilmington Short Duration Government Bond Fund into the Wilmington Short-Term Corporate Bond Fund (re-named the Wilmington Short-Term Bond Fund); (ii) the reorganization of the Wilmington Maryland Municipal Bond Fund into the Wilmington Municipal Bond Fund; and (iii) the liquidations of the Wilmington Mid-Cap Growth Fund, Wilmington Small-Cap Growth Fund and Wilmington Small-Cap Strategy Fund.

3

Exhibit A to Shareholder Services Plan dated September 17, 2015: Portfolios and Classes Subject to the Plan

Portfolio	Share Classes
Wilmington Prime Money Market Fund	Select, Service and Administrative Class Shares
Wilmington Tax-Exempt Money Market Fund	Select, Service and Administrative Class Shares
Wilmington U.S. Government Money Market Fund	Select, Service and Administrative Class Shares
Wilmington U.S. Treasury Money Market Fund	Select, Service and Administrative Class Shares
Wilmington Broad Market Bond Fund	Class A and I Shares
Wilmington Intermediate Term Bond Fund	Class A and I Shares
Wilmington Short-Term Bond Fund	Class A and I Shares
Wilmington Municipal Bond Fund	Class A and I Shares
Wilmington New York Municipal Bond Fund	Class A and I Shares
Wilmington Large-Cap Strategy Fund	Class I Shares
Wilmington Multi-Manager International Fund	Class A and I Shares
Wilmington Multi-Manager Real Asset Fund	Class A and I Shares
Wilmington Strategic Allocation Aggressive Fund	Class A and I Shares
Wilmington Strategic Allocation Conservative Fund	Class A and I Shares
Wilmington Strategic Allocation Moderate Fund	Class A and I Shares
Wilmington Multi-Manager Alternatives Fund	Class A and I Shares

4

EX-99

CONSENT OF ERNST & YOUNG LLP,

REGISTERED INDEPENDENT PUBLIC ACCOUNTING FIRM

We consent to the references to our firm under the captions “Financial Highlights” in the Preliminary Combined Prospectus/Proxy-Information Statement dated April 29, 2016 included in this registration statement (Form N-14) of the Wilmington Funds, the caption “Financial Highlights” in the Prospectus of the Wilmington Funds (with respect to the Wilmington Prime Money Market Fund, Wilmington Tax-Exempt Money Market Fund and Wilmington U.S. Government Money Market Fund) dated August 31, 2015, incorporated by reference in this Registration Statement, and the caption “Independent Registered Public Accounting Firm” in the Statement of Additional Information of the Wilmington Funds (with respect to the Wilmington Prime Money Market Fund, Wilmington Tax-Exempt Money Market Fund and Wilmington U.S. Government Money Market Fund) dated August 31, 2015, incorporated by reference in this Registration Statement, and to the incorporation by reference in this Registration Statement of our report on the Wilmington Prime Money Market Fund, Wilmington Tax-Exempt Money Market Fund and Wilmington U.S. Government Money Market Fund (three of the series constituting the Wilmington Funds), dated June 29, 2015, included in the 2015 Annual Report to shareholders.

/s/ ERNST & YOUNG LLP

Philadelphia, Pennsylvania

April 27, 2016

EX-99

WILMINGTON FUNDS

(a Delaware statutory trust)

POWER OF ATTORNEY

Each of the undersigned as trustees of Wilmington Funds (the “Trust”), a Delaware statutory trust, hereby constitutes and appoints the Secretaries and Assistant Secretaries of the Trust, and each of them with power to act without the others, his attorney-in-fact, with full power of substitution and re-substitution, to sign the Registration Statement on Form N-14 under the Securities Act of 1933, as amended, of the Trust as it relates to the reorganizations of the Wilmington Prime Money Market Fund and the Wilmington Tax-Exempt Money Market Fund into the Wilmington U.S. Government Money Market Fund, each a series of the Trust, and any and all amendments thereto, and to file the same, with all exhibits thereto and other documents in connection therewith, with the U.S. Securities and Exchange Commission, and each of them shall have full power and authority to do and perform in the name and on behalf of the undersigned in any and all capacities, all and every act and thing requisite or necessary to be done, as fully and to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming that which said attorneys, or any of them, may lawfully do or cause to be done by virtue hereof. This instrument may be executed in one or more counterparts.

IN WITNESS WHEREOF, the undersigned has herewith set his name and seal as of this 20 day of April 2016.

/s/ Robert H. Arnold	/s/ Joseph J. Castiglia
Robert H. Arnold, Trustee	Joseph J. Castiglia, Trustee
/s/ John S. Cramer	/s/ Donald E. Foley
John S. Cramer, Trustee	Donald E. Foley, Trustee
/s/ Daniel R. Gernatt, Jr.	/s/ Nicholas A. Giordano
Daniel R. Gernatt, Jr., Trustee	Nicholas A. Giordano, Trustee
/s/ Christopher D. Randall	/s/ Richard B. Seidel
Christopher D. Randall, Trustee	Richard B. Seidel, Trustee

EX-99

EX-17(c)

PROXY

NOTICE OF SPECIAL MEETING OF SHAREHOLDERS

WILMINGTON TAX-EXEMPT MONEY MARKET FUND

TO BE HELD ON             , 2016

The undersigned, revoking any and all previous proxies, hereby appoint(s) Michael D. Daniels, John D. McDonnell, and David M. Schneyer, and each of them, proxies of the undersigned with full power of substitution to vote all shares of the Wilmington Tax-Exempt Money Market Fund (the “Fund”), which the undersigned is entitled to vote at a Special Meeting of Shareholders of the Fund to be held at 3:00 p.m. Eastern Time on             , 2016, at the principal executive offices of the Wilmington Funds (the “Trust”), located at 111 South Calvert Street, 26th Floor, Baltimore, Maryland 21202, and at any adjournments thereof. All powers may be exercised by two or more of said proxy holders or substitutes voting or acting or, if only one votes and acts, then by that one. This proxy shall be voted on the proposal described in the Combined Prospectus/Proxy-Information Statement as specified on the reverse side. Receipt of the Notice of Special Meeting of Shareholders and the accompanying Combined Prospectus/ Proxy-Information Statement is hereby acknowledged. This proxy is solicited on behalf of the Board of Trustees of the Trust on behalf of the Fund.

If more than one of the proxies, or their substitutes, are present at the Meeting or any adjournment thereof, they jointly (or, if only one is present and voting then that one) shall have authority and may exercise all powers granted hereby. This Proxy, when properly executed, will be voted in accordance with the instructions marked by the undersigned on the reverse side. If no specification is made, this proxy will be voted “FOR” the proposal listed herein and in the discretion of the proxies upon such other business as may properly come before the Meeting.

Please vote, date and sign on reverse side and return promptly in enclosed envelope.

Important Notice Regarding the Availability of Proxy Materials for the Wilmington Funds’ Shareholder Meeting to Be Held on             , 2016. The Combined Prospectus/Proxy-Information Statement for this meeting is available at: www.proxyvote.com

EVERY SHAREHOLDER’S VOTE IS IMPORTANT

Proxy Tabulator

P.O. Box 9112

Farmingdale, NY 11735

	TO VOTE BY TELEPHONE		TO VOTE BY INTERNET		TO VOTE BY MAIL
1)	Read the Combined Prospectus/Proxy-Information Statement and have the card below at hand	1)	Read the Combined Prospectus/Proxy-Information Statement and have the card below at hand	1)	Read the Combined Prospectus/Proxy-Information Statement
2)	Call toll-free 1-800-690-6903	2)	Log on to www.proxyvote.com	2)	Check the appropriate box on the card below
3)	Follow the recorded instructions	3)	Follow the instructions provided on the website	3)	Sign and date proxy card
				4)	Return promptly in the enclosed envelope

To Vote, Mark Blocks Below in Blue or Black Ink as follows:

KEEP THIS PORTION FOR YOUR RECORDS.

DETACH AND RETURN THIS PORTION ONLY

THIS PROXY CARD IS ONLY VALID WHEN SIGNED AND DATED.

WILMINGTON TAX-EXEMPT MONEY MARKET FUND

PLEASE SIGN, DATE AND RETURN YOUR

PROXY TODAY

Shareholders of record as of the close of business on             , 2016 are entitled to vote at the special meeting or any adjournment thereof.

The Board of Trustees of the Wilmington Funds recommends that you cast your vote FOR the proposal below as further described in the Combined Prospectus/Proxy-Information Statement:

To approve a Plan of Reorganization providing for the (i) transfer of substantially all of the assets and liabilities of the Wilmington Tax-Exempt Money Market Fund (the “Target Fund”), a series of Wilmington Funds, to the Wilmington U.S. Government Money Market Fund, (the “Acquiring Fund”), a series of Wilmington Funds, in exchange for shares of the corresponding class of the Acquiring Fund; (ii) the distribution of the shares of the corresponding class of the Acquiring Fund to the shareholders of the Target Fund in liquidation of the Target Fund; and (iii) the liquidation of the Target Fund as an investment company under the Investment Company Act of 1940, as amended. FOR
    ¨ AGAINST
        ¨ ABSTAIN
        ¨

PLEASE DATE AND SIGN NAME OR NAMES BELOW AS PRINTED ABOVE TO AUTHORIZE THE VOTING OF YOUR SHARES AS INDICATED ABOVE. PERSONS SIGNING AS EXECUTOR, ADMINISTRATOR, TRUSTEE OR OTHER REPRESENTATIVE SHOULD GIVE FULL TITLE AS SUCH.

Signature [PLEASE SIGN WITHIN BOX]      Date

WE URGE YOU TO SIGN, DATE AND MAIL THE ENCLOSED PROXY PROMPTLY

KEEP THIS PORTION FOR YOUR RECORDS.