497 1 d458999d497.htm WILMINGTON FUNDS Wilmington Funds

Supplement dated February 1, 2023 to the Wilmington Funds (the “Trust”) Statement of Additional Information

dated August 31, 2022 (the “SAI”)

All Funds

Effective January 1, 2023 the following amends and supplements certain information on pages 64-69 of the SAI under the section entitled “Who Manages and Provides Services to the Funds?” and the subsections entitled “Independent Trustees Background and Compensation”, “Summary of the Experience and Qualifications of Trustees”, “Interested Trustees”, “Independent Trustees”, “Officers Background and Compensation”, “Committees of the Board”, Board Ownership of Shares in the Funds and in the Trust” and “Board Leadership Structure”:

WHO MANAGES AND PROVIDES SERVICES TO THE FUNDS?                                     

BOARD OF TRUSTEES

The Board is responsible for managing the Trust’s business affairs and for exercising all the Trust’s powers except those reserved for the shareholders. The following tables give information about each Trustee and the Senior Officers of the Funds. Where required, the tables separately list Trustees who are “interested persons” of the Funds (i.e., “Interested” Trustees) and those who are not (i.e., “Independent” Trustees). Each Board member oversees all portfolios of the Trust and serves for an indefinite term. Information about each Trustee is provided below. Unless otherwise noted, the business address of each Trustee and Senior Officer of the Funds is 1100 North Market Street, 9th Floor, Wilmington, Delaware, 19890. The Trust is comprised of 10 funds. The Total Compensation from the Trust shown is as of the most recently completed fiscal year dated April 30, 2022.

INTERESTED TRUSTEE BACKGROUND AND COMPENSATION

 

Name

Birth Year

Position With Trust

Year Service Began

   Principal Occupations and Other Directorships Held for Past Five Years

                                     

  

 

Eric W. Taylor*

Birth date: 12/81

 

  

Principal Occupation: Executive Vice President, Head of Investment Implementation and Investment

Advisor Services, Manufactures and Traders Trust Co. (August 2018—present).

 

Trustee

Began serving: October 2022

  

Previous Positions: Director of Investment Planning and Portfolio Implementation (2017-2018);

Regional Investment Advisory Lead and Regional Investment Implementation Officer (2013-2017);

President

 

Began serving: August 2022

  

Senior Investment Advisory (2009-2013), Manufactures and Traders Trust Co.

 

Other Directorships Held: None

 

 

 

  *

Eric W. Taylor is “interested” due to his current affiliation with Wilmington Trust, N.A. a subsidiary of M&T Bank Corporation and parent company of WFMC and WTIA, investment Advisors to the Funds.


INDEPENDENT TRUSTEE BACKGROUND AND COMPENSATION

 

Name

Birth Date

Position With Trust

Date Service Began

   Principal Occupations for Past Five Years and Other Directorships Held   

Total
Compensation
From

Trust**

                                             

  

 

  

 

Donald E. Foley

Birth Date: 8/51

 

Chairman

Began serving: January 2023

   Principal Occupations: Director, BioSig Technologies (2015 to present); Trustee, AXA Premier VIP Trust (2017 to present); Trustee, EQ Advisors Trust (2014 to present); Trustee, 1290 Funds (2017 to present); Chairman and Director, Burke Rehabilitation Hospital Foundation (private hospital, research institute) (2005 to present); Trustee and Chairman of the President’s Council, Union College (private college) (2011 to present); Chairman and Trustee, New Beginning Family Academy (elementary charter school) (2016 to present).    $117,125

Trustee

Began serving: December 2015

   Previous Positions: Advisory Member, Trust and Investment Committee, M&T Bank, Wilmington Trust, National Association, and Wilmington Trust Company (2012 to 2016); Chairman and Chief Executive Officer of Wilmington Trust Corporation (2010 to 2011).   
   Other Directorships Held: Director, M&T Bank Corporation (commercial bank) (2011 to 2012); Chairman and Director, Wilmington Trust Corporation (commercial and trust bank) (2007 to 2011).   

Nicholas A. Giordano

Birth date: 3/43

   Principal Occupations: Consultant, financial services organizations (1997 to present).    $140,250
Trustee      
Began serving: March 2012    Previous Positions: Director, Kalmar Pooled Investment Trust (through 6/17).   
   Other Directorships Held: The RBB Fund Inc. (34 portfolios) (registered investment companies); Independence Blue Cross; IntriCon Corporation (body-worn products).   

Gregory P. Chandler

Birth date: 12/66

   Principal Occupations: Chief Financial Officer, Herspiegel Consulting LLC (pharmaceutical consulting) (12/20 to present); President, GCVC Consulting (financial and corporate governance advisory) (2008 to present).    $126,250

Trustee

Began serving: July 2017

   Previous Positions: Chief Financial Officer, Avocado Systems, Inc. (cybersecurity software) (3/2020 to 11/2020); Chief Financial Officer, Emtec, Inc. (information technology services) (2009 to 2020); Managing Director, Janney Montgomery Scott LLC (investment banking) (1999 to 2009); Consulting Manager, PwC (1997 to 1999); Manager, Business Assurance, Coopers & Lybrand (audit services) (1995-1997).   
   Other Directorships Held: Trustee, RBB Fund Series Trust (34 portfolios) (registered investment companies) (2012 to present); Trustee, FS Energy Partners (business development company) (2009 to present); Director, Emtec, Inc. (2005 to 2019); Director, FS Investment Corporation (business development company) (2007 to 2019).   

Valerie J. Sill

Birth date: 5/62

   Principal Occupations: President, Chief Executive Officer and Chief Investment Officer, DuPont Capital Management (asset management) (2004 to present).    $115,250

Trustee

Began serving: April 2020

   Previous Positions: Executive Vice President at The Boston Company (1994 to 2004).   
   Other Directorships Held: Trustee, Longwood Gardens (2005 to present); Trustee of the Christiana Care Health System (2012 to present); and Advisory Counsel, Federal Reserve Bank of Philadelphia’s Economic Advisory Council (2010 to 2013).   


 

  **

The Trust does not maintain any pension or retirement plans for the Officers or Trustees of the Trust.


SUMMARY OF THE EXPERIENCE AND QUALIFICATIONS OF TRUSTEES

Described below for each Trustee are specific experiences, qualifications, attributes, or skills that support a conclusion that he should serve as a Trustee of the Trust as of the date of this SAI and in light of the Trust’s business and structure. The role of an effective Trustee inherently requires certain personal qualities, such as integrity, as well as the ability to comprehend, discuss and critically analyze materials and issues that are presented so that the Trustee may exercise judgment and reach conclusions in fulfilling his duties and fiduciary obligations. It is believed that the specific background of each Trustee evidences those abilities and is appropriate to his serving on the Trust’s Board of Trustees. Further information about each Trustee is set forth in the table above describing the business activities of each Trustee during the past five years and other directorships held.

INTERESTED TRUSTEE

Mr. Taylor has served as a Trustee of the Trust since October 2022 and President of the Trust since August 2022, while acting as Executive Vice President, Manufacturers and Trading Trust Company, as Head of Investment Implementation and Investment Advisor Services, and previously, as Director of Investment Planning and Portfolio Implementation, Regional Investment Advisory Lead & Regional Investment Implementation Officer, and Senior Investment Advisor. His current position within the M&T Bank organization entails significant responsibilities.

INDEPENDENT TRUSTEES

Mr. Chandler has served as an Independent Trustee of the Trust since July 2017. He has significant experience related to the business and financial services industries and currently serves as a Trustee to the RBB Fund Series Trust and as a Trustee to FS Energy Partners. Mr. Chandler is also Chief Financial Officer of Herspiegel Consulting LLC. He presently serves as Chairman of the Audit Committee of the Trust.

Mr. Foley has served as a Trustee of the Trust since December 2015. He has significant experience related to the business and financial services industries, having previously served as an Advisory Member of the Trust and Investment Committee of M&T Bank, Wilmington Trust, National Association, and Wilmington Trust Company. He currently serves on the Board of Directors of AXA Equitable and 1290 Mutual Funds. He previously served as a Director of M&T Bank Corporation and M&T Bank and was Chairman and Chief Executive officer of Wilmington Trust Corporation. Mr. Foley presently serves as Chairman of the Board of the Trust.

Mr. Giordano has served as an Independent Trustee of the Trust since March 2012 and has served as the previous Chairman of the Board of the Trust. He has significant experience related to the business and financial services industries, having been Chief Executive Officer of the Philadelphia Stock Exchange. He is currently a consultant to financial service organizations and serves as a trustee to other mutual fund complexes.

Ms. Sill has served as an Independent Trustee of the Trust since April 2020. She has significant experience related to the business and financial services industries, being the President, Chief Executive Officer and Chief Investment Officer of DuPont Capital Management, an asset management firm. She has also served as a trustee to other firms, as well as Advisory Counsel to the Federal Reserve Bank of Philadelphia’s Economic Advisory Council. Ms. Sill presently serves as Chairman of the Nominating and Governance Committee of the Trust.

The Board believes that each Trustee’s experience, qualifications, attributes and skills should be evaluated on an individual basis and in consideration of the perspective such Trustee brings to the entire Board, with no single Trustee, or particular factor, being indicative of Board effectiveness. However, the Board believes that Trustees need to have the ability to critically review, evaluate, question and discuss information provided to them, and to interact effectively with Fund management, service providers and counsel, in order to exercise effective business judgment in the performance of their duties. The Board believes that its members satisfy this standard.

Experience relevant to having this ability may be achieved through a Trustee’s educational background; business, professional training or practice; public service or academic positions; experience from service as a board member (including the Board) or as an executive of investment funds, public companies or significant private or non-profit entities or other organizations; and/or other life experiences.

To assist them in evaluating matters under federal and state law, the Independent Trustees may benefit from information provided by counsel to the Trust. The Board and its committees have the ability to engage other experts as appropriate. The Board evaluates its performance on an annual basis.


OFFICERS BACKGROUND AND COMPENSATION

 

Name

Address

Birth year

Position With Trust

   Principal Occupations for Past Five Years and Previous Positions   

Total

Compensation

From
Trust*

                                     

  

 

  

 

John C. McDonnell

Birth Year: 1966

 

Chief Operations Officer

Began serving: June 2017

   Principal Occupations: Chief Operations Officer, Wilmington Funds; Senior Vice President, Wilmington Funds Management Corporation (2005 to present); Senior Vice President, Wilmington Trust Investment Advisors, Inc. (2012 to present).   

Vice President

Began serving: June 2012

   Previous Positions: Vice President, Wilmington Trust Investment Management, LLC (2005 to 2012).   

Kaushik Goswami

Birth year: 1973

   Principal Occupation: Chief Compliance Officer and Anti-Money Laundering Officer, Wilmington Funds; Senior Vice President, M&T Bank.   

Chief Compliance Officer and

AML Officer

Began serving: October 2021

   Previous Positions: Vice President and Compliance Advisor, M&T Bank (2019-2021); Wilmington Funds Product Manager, Wilmington Trust Investment Advisors, Inc. (2015-2019).   

John J. Kelley

Birth year: 1959

   Principal Occupations: President of Wilmington Funds Management Corporation; Senior Vice President and Chief Administrative Officer, Wilmington Trust Investment Advisors, Inc.   

Vice President

Began serving: December 2016

   Previous Positions: Vice President, BNY Mellon Investment Servicing (formerly, PNC Global Investment Servicing) (1/05 to 7/05); Vice President of Administration, 1838 Investment Advisors, LP (1999 to 2005); Chief Compliance Officer, 1838 Investment Advisors, LP (2004 to 2005).   

Robert L. Tuleya

Birth year: 1974

 

Vice President and Assistant Secretary

Began serving: September 2018

   Principal Occupations: Senior Vice President and Assistant Secretary, Wilmington Funds Management Corporation (2018 to present); Senior Vice President and Assistant Secretary, Wilmington Trust Investment Advisors, Inc. (2018 to present); Senior Vice President and Assistant Secretary, Wilmington Trust Investment Management, LLC (2018 to present); Senior Vice President and Assistant General Counsel, M&T Bank (2018 to present).   
   Previous Positions: Vice President and Counsel, M&T Bank (2017 to 2018); Senior Counsel, PNC Bank (2014 to 2017).   

Charles S. Todd

Three Canal Plaza, Suite 100

Portland ME 04101

Birth year: 1971

 

Chief Executive Officer Began

serving: June 2022

  

Principal Occupations: Senior Managing Director, Regulatory Advisory Solutions, ACA Group, previously Foreside Financial Group (2008 to present).

 

Previous Positions: Vice President, Co-Director, Financial Reporting, J.P. Morgan (2000 to 2008).

  

Lisa R. Grosswirth

240 Greenwich Street, 22nd Floor

New York, NY 10286

Birth year: 1963

  

Principal Occupations: Vice President, BNY Mellon Asset Servicing (2004 to present).

 

Previous Positions: Supervisory Paralegal, The Dreyfus Corporation (1998 to 2004).

  
Secretary      
Began serving: September 2007      


Name

Address

Birth year

Position With Trust

  

Principal Occupations for Past Five Years and Previous Positions

  

Total

Compensation
From
Trust*

Arthur W. Jasion

Three Canal Plaza, Suite 100

Portland, ME 04101

Birth year: 1965

  

Principal Occupations: Senior Director and Fund Principal Financial Officer, ACA Group, previously Foreside Financial Group (2020 to present).

 

Previous Positions: Partner, Ernst & Young LLP (2012 to 2020).

  
Chief Financial Officer and      
Treasurer      
Began serving: October 2020      

 

 

  *

Officers do not receive any compensation from the Trust.

COMMITTEES OF THE BOARD

The Board of Trustees has established various committees to facilitate the timely and efficient consideration of all matters of importance to the Independent Trustees, the Trust, and each Fund’s shareholders, and to facilitate compliance with legal and regulatory requirements. Currently, the Board has an Audit Committee, Nominating and Governance Committee, Pricing Committee and Disclosure Controls and Procedures Committee.

The Audit Committee is composed of Gregory P. Chandler, Chairman, Donald E. Foley, Nicholas A. Giordano and Valerie J. Sill, each who are not “interested persons” of the Trust as defined in Section 2(a)(19) of the 1940 Act (individually, an “Independent Trustee” and collectively, the “Independent Trustees”). The Audit Committee, pursuant to its Charter, oversees and monitors the Trust’s internal accounting and control structure, its auditing function and its financial reporting process. The Audit Committee is responsible for selecting and retaining the auditors for the Trust. The Audit Committee is also responsible for approving the audit plans, fees and other material arrangements in respect of the engagement of auditors, including non-audit services. The Chairman of the Audit Committee is responsible for pre-approving all non-audit related services, subject to ratification by the full Audit Committee. The Audit Committee reviews the qualifications of the auditor’s key personnel involved in the foregoing activities and monitors the auditor’s independence. The Audit Committee also discusses the Trust’s processes with respect to risk assessment and risk management. During the fiscal year ended April 30, 2022, the Audit Committee met four times.

The Trust has a Nominating and Governance Committee which functions pursuant to its Charter. The Board of the Trust appoints the members of the Nominating and Governance Committee, which is composed of Gregory P. Chandler, Donald E. Foley, Nicholas A. Giordano and Valerie J. Sill, Chairman, each an Independent Trustee. The Nominating and Governance Committee is responsible for the selection and nomination for election to the full Board appropriate candidates for service as Trustees of the Trust. In addition, the Nominating and Governance Committee provides a forum for the Independent Trustees to address important issues of corporate governance for the Trust, including Trustee compensation and the Board self-evaluation, and to make appropriate recommendations to the full Board regarding sound governance practices. During the fiscal year ended April 30, 2022, the Nominating and Governance Committee met four times.

The Pricing Committee is composed of any one Independent Trustee and representatives from the Advisor. The Pricing Committee may make fair valuation determinations as may be required from time to time. The Pricing Committee meets as is required. During the fiscal year ended April 30, 2022, the Pricing Committee met four times.

The Disclosure Controls and Procedures (“DC&P”) Committee is composed of the Trust’s Principal Executive Officer (“PEO”), Principal Financial Officer (“PFO”), and Chief Compliance Officer, as well as the Chief Investment Officer and Chief Operating Officer of the Advisor, and from time to time, Fund Counsel and other persons may be invited to attend meetings by the Trust’s PEO and PFO. The DC&P Committee oversees internal controls relating to preparation and filing of financial statements and meets prior to the final approvals by the PEO and PFO of the Fund on the annual report, semi-annual report and certain other filings. During the fiscal year ended April 30, 2022, the DC&P Committee met two times.


BOARD OWNERSHIP OF SHARES IN THE FUNDS AND IN THE TRUST

AS OF DECEMBER 31, 2022

 

Board Member Name

   Dollar Range of Shares
Owned in Funds
     Aggregate Dollar
Range of Shares
Owned in Trust
 

Interested Board Members

     

Eric W. Taylor

     None        None  

Independent Board Members

     

Gregory P. Chandler

        Over $100,000  

Wilmington Enhanced Dividend Income Strategy Fund

     Over $100,000     

Wilmington Broad Market Bond Fund

     $1-$10,000     

Wilmington International Fund

     $50,001-$100,000     

Wilmington Large-Cap Strategy Fund

     $10,001-$50,000     

Wilmington Real Asset Fund

     $1-$10,000     

Wilmington Global Alpha Equities Fund

     $50,001-$100,000     

Wilmington Municipal Bond Fund

     $1-$10,000     

Donald E. Foley

        Over $100,000  

Wilmington Global Alpha Equities Fund

     $10,001-$50,000     

Wilmington International Fund

     $10,001-$50,000     

Wilmington Large-Cap Strategy Fund

     $50,001-$100,000     

Nicholas A. Giordano

        Over $100,000  

Wilmington Enhanced Dividend Income Strategy Fund

     Over $100,000     

Wilmington Real Asset Fund

     Over $100,000     

Valerie J. Sill

        Over $100,000  

Wilmington Large-Cap Strategy Fund

     Over $100,000     

As of December 31, 2022, the Fund’s Board and Officers as a group owned 2.36% of the Wilmington Enhanced Dividend Income Strategy Fund’s outstanding shares and less than 1% of the outstanding shares of each of the other Funds.

BOARD LEADERSHIP STRUCTURE

The Board of Trustees is composed of four Independent Trustees and one interested trustee. Donald E. Foley, Independent Trustee, serves as the Chairman of the Board and presides at meetings of the Board. Mr. Foley regularly communicates with representatives of the Advisor and the Trust. Mr. Foley leads the deliberative meetings of the Independent Trustees that are held outside of the presence of management personnel. The Independent Trustees are advised at these meetings, as well as at other times, by separate, independent legal counsel. Mr. Foley may perform such other functions as may be requested by the Board from time to time. The Board believes that having a super- majority of Independent Trustees, coupled with an Independent Chairman, is appropriate and in the best interests of the Trust, given its specific characteristics.

The Trustees have the authority to take all actions necessary in connection with the business affairs of the Trust, including, among other things, approving the investment goals, policies, and procedures for the Funds. The Trust enters into agreements with various entities to manage the day-to-day operations of the Funds, including with the Advisor, the sub-advisors, the administrator, the transfer agent, the distributor, and the custodian. The Trustees are responsible for selecting these service providers, approving the terms of their contracts with the Funds, and exercising general oversight of these service providers on an ongoing basis.

BOARD OVERSIGHT OF TRUST RISK

The Board has not established a formal risk committee. However, much of the regular work of the Board and its standing Committees addresses aspects of risk oversight. At each regular Board meeting, the Advisor reports to the full Board on actual and potential risks to the


Funds and the Trust as a whole. In addition, as part of its regular quarterly reports to the Board about various matters, the Advisor reports to the Board on the various elements of risk, including investment risk, credit risk, liquidity risk and operational risk, as well as overall business risks relating to the Fund. In addition, the Audit Committee considers risks related to financial reporting and controls.

Please keep this Supplement for future reference.