FORM OF AMENDED AND RESTATED AGREEMENT AND PLAN OF REORGANIZATIONAgreement and Plan of Reorganization • July 2nd, 2009 • Wt Mutual Fund • Delaware
This Agreement and Plan of Reorganization (this “Agreement”) is made as of this 5th day of June 2009, as amended and restated on , 2009, by and between WT Mutual Fund, a Delaware statutory trust (the “Trust”), on behalf of its Wilmington Moderate Asset Allocation Fund (the “Moderate Fund”), and the Trust on behalf of its Wilmington Conservative Asset Allocation Fund (the “Conservative Fund”).
August [ ], 2009 Wilmington Moderate Asset Allocation Fund WT Mutual Fund 1100 North Market Street Wilmington, DE 19890 Wilmington Conservative Asset Allocation Fund WT Mutual Fund 1100 North Market Street Wilmington, DE 19890 Ladies and Gentlemen:Agreement and Plan of Reorganization • July 2nd, 2009 • Wt Mutual Fund
Pursuant to the Agreement and Plan of Reorganization, dated as of [ ], 2009 (the “Agreement”), by and between WT Mutual Fund, a Delaware statutory trust (the “Trust”), on behalf of its Wilmington Moderate Asset Allocation Fund (the “Moderate Fund”), a separate series of the Trust, and the Trust on behalf of its Wilmington Conservative Asset Allocation Fund (the “Conservative Fund,” and together with the Moderate Fund, the “Funds”), a separate series of the Trust, the Moderate Fund will transfer all of its assets to the Conservative Fund in exchange solely for voting shares of the Conservative Fund (the “Shares”) and the assumption of all of the liabilities of the Moderate Fund by the Conservative Fund, immediately after which the Moderate Fund will distribute the Shares to its shareholders (the “Moderate Fund Shareholders”) in complete liquidation and termination of the Moderate Fund (these transactions together, the “Reorganization”).
