E6-7639. WT Mutual Fund, et al.; Notice of Application

May 15, 2006.

AGENCY:

Securities and Exchange Commission (“Commission”).

ACTION:

Notice of an application under section 6(c) of the Investment Company Act of 1940 (“Act”) for an exemption from section 15(a) of the Act and rule 18f-2 under the Act.

Summary of the Application:

The requested order would permit certain registered open-end management investment companies to enter into and materially amend sub-advisory agreements without shareholder approval.

Applicants:

WT Mutual Fund (the “Fund”), Rodney Square Management Corporation (“RSMC”), and Roxbury Capital Management, LLC (“Roxbury”) (each of RSMC and Roxbury, an “Adviser” and collectively, the “Advisers”).

Filing Dates:

The application was filed on September 30, 2003 and amended on May 10, 2006.

Hearing or Notification of Hearing:

An order granting the application will be issued unless the Commission orders a hearing. Interested persons may request a hearing by writing to the Commission's Secretary and serving applicants with a copy of the request, personally or by mail. Hearing requests should be received by the Commission by 5:30 p.m. on June 12, 2006, and should be accompanied by proof of service on applicants in the form of an affidavit or, for lawyers, a certificate of service. Hearing requests should state the nature of the writer's interest, the reason for the request, and the issues contested. Persons who wish to be notified of a hearing may request notification by writing to the Commission's Secretary.

ADDRESSES:

Secretary, U.S. Securities and Exchange Commission, 100 F Street NE., Washington DC 20549-1090. Applicants: Fund and RSMC, 1100 North Market Street, Wilmington, Delaware 19890-0001; Roxbury, 100 Wilshire Boulevard, Suite 1000, Santa Monica, California 90401.

FOR FURTHER INFORMATION CONTACT:

Laura J. Riegel, Senior Counsel, at [phone], or Nadya B. Roytblat, Assistant Director, at [phone] (Division of Investment Management, Office of Investment Company Regulation).

SUPPLEMENTARY INFORMATION:

The following is a summary of the application. The complete application may be obtained for a fee from the Commission's Public Reference Branch, 100 F Street NE., Washington DC 20549-0102 (telephone [phone]).

Applicants' Representations

1. The Fund, a Delaware statutory trust, is registered under the Act as an open-end management investment company. The Fund currently offers multiple series (each a “Portfolio,” and collectively, the “Portfolios”), each of which has its own investment objectives, policies and restrictions.^[1]

2. RSMC and Roxbury are registered as investment advisers under the Investment Advisers Act of 1940 (“Advisers Act”). Either RSMC or Roxbury currently serves as the investment adviser to the Portfolios (the “RSMC Portfolios” and the “Roxbury Portfolios,” respectively). RSMC, a Delaware corporation, is a wholly-owned subsidiary of Wilmington Trust Corporation, a publicly held, financial services holding company.

3. The Fund has entered into separate investment management agreements with RSMC and Roxbury (each, an “Advisory Agreement” and together, the “Advisory Agreements”), respectively, that were approved by the Fund's board of trustees (the “Board”), including a majority of the trustees who are not “interested persons,” as defined in section 2(a)(19) of the Act (“Independent Trustees”), and the shareholders of each Portfolio. Under the terms of the respective Advisory Agreement, the Adviser provides each Portfolio with investment research, advice and supervision, and furnishes an investment program for each Portfolio consistent with its investment objectives and policies. For its services, each Adviser receives a management fee at an annual rate based on a percentage of the applicable Portfolio's average net assets.

4. Under the respective Advisory Agreement, the Adviser may delegate to one or more sub-advisers (“Sub-Advisers”) its responsibility for providing investment advice and making investment decisions for all or a portion of a particular Portfolio's assets pursuant to a separate sub-advisory agreement (the “Sub-Advisory Agreement”). Each RSMC Portfolio has one or more Sub-Advisers. None of the Roxbury Portfolios currently has a Sub-Adviser. Each current Sub-Adviser to a RSMC Portfolio is, and any future Sub-Adviser to a Portfolio will be, an investment adviser registered under the Advisers Act. A Portfolio that has a Sub-Adviser or would have a Sub-Adviser, respectively, pays or would pay the Sub-Adviser directly for its investment management services.

5. Applicants request relief to permit each Adviser, subject to Board approval, to enter into and materially amend Sub-Advisory Agreements without shareholder approval. The requested relief will not extend to a Sub-Adviser that is an affiliated person, as defined in section 2(a)(3) of the Act, of the Fund or the respective Adviser, other than by reason of serving as a Sub-Adviser to one or more of the Portfolios (an “Affiliated Sub-Adviser”).^[2]

Applicants’ Legal Analysis

1. Section 15(a) of the Act provides, in relevant part, that it is unlawful for any person to act as an investment adviser to a registered investment company except pursuant to a written contract that has been approved by the vote of a majority of the company's outstanding voting securities. Rule 18f-2 under the Act provides that each series or class of stock in a series company affected by a matter must approve such matter if the Act requires shareholder approval.

2. Section 6(c) of the Act provides that the Commission may exempt any person, security, or transaction or any class or classes of persons, securities, or transactions from any provision of the Act, or from any rule thereunder, if and to the extent that such exemption is necessary or appropriate in the public interest and consistent with the protection of investors and the purposes fairly intended by the policies and provisions of the Act. Applicants believe that their requested relief meets this standard for the reasons discussed below.

3. Applicants state that the Portfolios' shareholders will rely on the respective Adviser, subject to oversight by the Board, to select the Sub-Advisers best suited to achieve a Portfolio's investment objectives. Applicants assert that, from the perspective of the investor, the role of the Sub-Advisers is comparable to that of individual portfolio managers employed by traditional investment advisory firms. Applicants contend that requiring shareholder approval of Sub-Advisory Agreements would impose costs and unnecessary delays on the Portfolios and may preclude the respective Adviser from acting promptly in a manner considered advisable by the Board. Applicants also note that the Advisory Agreements will remain subject to the shareholder approval requirements in section 15(a) of the Act and rule 18f-2 under the Act.

Applicants' Conditions

Applicants agree that any order granting the requested relief will be subject to the following conditions:

1. Before a Portfolio may rely on the order requested in the application, the operation of the Portfolio in the manner described in the application will be approved by a majority of the outstanding voting securities of the Portfolio, as defined in the Act, or, in the case of a Portfolio whose public shareholders purchase shares on the basis of a prospectus containing the disclosure contemplated by condition 2 below, by the initial shareholder(s) before shares of the Portfolio are offered to the public.

2. Each Portfolio will disclose in its prospectus the existence, substance and effect of any order granted pursuant to the application. In addition, each Portfolio will hold itself out to the public as employing the management structure described in the application. Such Portfolio's prospectus will prominently disclose that the Adviser has ultimate responsibility, subject to oversight by the Board, to oversee the Sub-Advisers and recommend their hiring, termination, and replacement.

3. At all times, at least a majority of the Board will be Independent Trustees, and the nomination of new or additional Independent Trustees will be placed within the discretion of the then-existing Independent Trustees. The Board also will satisfy the fund governance standards defined in rule 0-1(a)(7) under the Act.

4. The respective Adviser will not enter into a Sub-Advisory Agreement with any Affiliated Sub-Adviser without that agreement, including the compensation to be paid thereunder, being approved by the shareholders of the applicable Portfolio.

5. When a Sub-Adviser change is proposed for a Portfolio with an Affiliated Sub-Adviser, the Board, including a majority of the Independent Trustees, will make a separate finding, reflected in the Board minutes, that the change is in the best interests of the Portfolio and its shareholders, and does not involve a conflict of interest from which the respective Adviser or Affiliated Sub-Adviser derives an inappropriate advantage.

6. Within 90 days of the hiring of a new Sub-Adviser, the respective Adviser will furnish shareholders of the applicable Portfolio with all information about the new Sub-Adviser that would be included in a proxy statement. The respective Adviser will meet this condition by providing shareholders of the applicable Portfolio with an information statement meeting the requirements of Regulation 14C, Schedule 14C and Item 22 of Schedule 14A under the Securities Exchange Act of 1934.

7. The respective Adviser will provide general investment management services to each Portfolio, including overall supervisory responsibility for the general management and investment of the Portfolio's assets, and, subject to review and approval by the Board, will (i) Set each Portfolio's overall investment strategies; (ii) evaluate, select and recommend Sub-Advisers to manage all or a part of a Portfolio's assets; (iii) allocate and, when appropriate, reallocate a Portfolio's assets among multiple Sub-Advisers; (iv) monitor and evaluate the performance of Sub-Advisers; and (v) ensure that the Sub-Advisers comply with the Portfolio's investment objectives, policies and restrictions by, among other things, implementing procedures reasonably designed to ensure compliance.

8. No trustee or officer of the Fund, or director or officer of the respective Adviser will own directly or indirectly (other than through a pooled investment vehicle that is not controlled by such person) any interest in a Sub-Adviser except for (i) ownership of interests in the respective Adviser or any entity that controls, is controlled by, or is under common control with the respective Adviser; or (ii) ownership of less than 1% of the outstanding securities of any class of equity or debt of a publicly-traded company that is either a Sub-Adviser or an entity that controls, is controlled by or is under common control with a Sub-Adviser.

9. The requested order will expire on the effective date of rule 15a-5 under the Act, if adopted.

10. Shareholders of a Portfolio will approve any change to a Sub-Advisory Agreement if such change would result in an increase in the overall management and advisory fees payable by the Portfolio that have been approved by the shareholders of the Portfolio.

For the Commission, by the Division of Investment Management, under delegated authority.

Jill M. Peterson,

Assistant Secretary.

Footnotes

1.  Applicants also request relief with respect to future Portfolios of the Fund and any other existing or future registered open-end management investment company or series thereof that: (a) Is advised by either Adviser or a person controlling, controlled by or under common control with either Adviser; (b) uses the management structure described in the application; and (c) complies with the terms and conditions of the application (included in the term “Portfolios”). The Fund is the only existing registered open-end management investment company that currently intends to rely on the requested order. If the name of any Portfolio contains the name of a Sub-Adviser (as defined below), the name of the Adviser or the name of the entity controlling, controlled by, or under common control with the Adviser that serves as the primary adviser to the Portfolio will precede the name of the Sub-Adviser.

2.  Currently, the RSMC Portfolios have three Affiliated Sub-Advisers.