SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a) of the

Securities and Exchange Act of 1934

Filed by the Registrant  ☐                             Filed by a Party other than the Registrant   ☐

Check the appropriate box:

Wilmington Funds

(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):

The enclosed proxy is being solicited on behalf of capital with lower volatility than the broader equity markets.

Wilmington Funds

WilmingtonLarge-Cap Strategy Fund

Wilmington International Fund

Wilmington Global Alpha Equities Fund

Wilmington Real Asset Fund

Wilmington Diversified Income Fund

Wilmington Intermediate-Term Bond Fund

Wilmington Broad Market Bond Fund

Wilmington Short-Term Bond Fund

Wilmington Municipal Bond Fund

Wilmington New York Municipal Bond Fund

Wilmington U.S. Government Money Market Fund

Wilmington U.S. Treasury Money Market Fund

(Each a fundamental policy to a non-fundamental policy.

INTRODUCTION

ELECTION OF TRUSTEES

At the Meeting, each shareholder of the Trust will be asked to elect the following Trustees to hold office during the continued lifetime of the Trust until he dies, resigns, is declared bankrupt or incompetent by a court of appropriate jurisdiction, or is removed, or, if sooner than any of such events, until the next meeting of Shareholders called for the purpose of electing Trustees and until his successor is duly elected and qualified (the “Proposal”): Nicholas A. Giordano, Robert H. Arnold, Gregory P. Chandler, Richard B. Seidel, and Donald E. Foley (the “Current Trustees”); and Dominick J. D’Eramo (the “New Trustee”).

At the meeting of the Board held on September 6, 2018, the Board appointed the New Trustee to serve as Trustee effective immediately, subject to his election by the shareholders of the Trust. The Board also confirmed the appointment of the Current Trustees, subject to their election by the shareholders of the Trust. With the exception of Messrs. Chandler and Foley, all of the Current Trustees have previously been elected by the shareholders of the Trust. The New Trustee has not previously been elected by the shareholders of the Trust.

Two current members of the Board, John S. Cramer and Daniel R. Gernatt, are expected to resign their positions on the Board as of the date of the Meeting and are expected to serve as consultants to the Board.

SUMMARY OF PROPOSAL AND FUNDS AFFECTED

The shareholders of all of the Funds comprising separate series of the Trust will be entitled to vote at the Meeting on the proposal being presented for shareholder consideration. Pursuant to the Declaration of Trust of the Wilmington Funds (the “Declaration of Trust”), the shareholders of all of the Funds will vote together on the Proposal rather than on afund-by-fund basis.

If shareholders of the Funds do not approve the Proposal, the Board will consider other alternatives. In addition, although the Trustees do not anticipate any other items of business being brought before the Meeting, the accompanying proxy gives discretionary authority to the persons named on the proxy with respect to any other matters that might properly be brought before the Meeting. Those persons intend to vote all proxies in accordance with their best judgment and in the Buffalo, NY area call (716) 635-9368.

Seidel, and Foley have indicated that they will continue to serve on the Board, and the Board has no reason to believe that Messrs. Giordano, Arnold, Chandler, Seidel, and Foley will become unavailable to continue to serve as Trustees. If the nominees are unavailable to serve for any reason, the persons named as proxies will vote for such other nominees nominated by the Independent Trustees.

Certain information regarding the current Trustees as well as the executive officers of the Trust is set forth below. Each Trustee listed below is not an “interested person” of the Trust, an investment adviser of a series of the Trust, nor the Underwriter within the meaning of the 1940 Act and is referred to as an “Independent Trustee”. Unless otherwise indicated, the address of each Trustee and Officer of the Trust as it relates to the Trust’s business is 1100 North Market Street, 9th Floor, Wilmington, Delaware 19890.

CURRENT INDEPENDENT TRUSTEES

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CURRENT EXECUTIVE OFFICERS

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BOARD LEADERSHIP STRUCTURE

The Board of Trustees is composed of six Independent Trustees and one interested trustee. Nicholas A. Giordano, Independent Trustee, serves as the Chairman of the Board and presides at meetings of the Board. Mr. Giordano regularly communicates with representatives of the Advisor and the Trust. Mr. Giordano 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. Giordano 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 theday-to-day operations of the Funds, including with the Advisor, thesub-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.

The Board recommends that the shareholdersre-elect each of Nicholas A. Giordano, Robert H. Arnold, and Richard B. Seidel, as Trustees of the Trust, with such elections to be effective as of the closing of the Meeting. The Board also recommends that the shareholders elect Gregory P. Chandler, Donald E. Foley, and Dominick J. D’Eramo as Trustees of the Trust, with such election to be effective as of the closing of the Meeting. The Board believes that it is in the best interests of the Trust to elect the Current Trustees and the New Trustee. Mr. D’Eramo would be considered an interested Trustee due to, among other things, his prior and existing relationships with WFMC and WTIA and their affiliates.

At its meeting on September 6, 2018, after extensive discussion, the Nominating and Governance Committee of the Trust determined to recommend to the full Board the Current Trustees and New Trustee for election to the Board of the Trust. Acting on that recommendation, at its September 6, 2018 meeting, the Board approved those nominations and called a meeting of the shareholders to allow the shareholders of the Trust to vote on the election andre-election of each of the nominees. Information about each nominee is set forth below. If elected by the shareholders, each Board member would serve on the Board and would oversee all of the series of the Trust, including any series that are established in the future.

COMMITTEES OF THE BOARD

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EXPERIENCE OF TRUSTEES

Described below for each Current 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 proxy statement 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 or her duties and fiduciary obligations. It is believed that the

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specific background of each Current Trustee evidences those abilities and is appropriate to his serving on the Trust’s Board of Trustees. Further information about each Current Trustee is set forth in the table above describing the business activities of and other directorships held by each Current Trustee during the past five years.

Mr. Foley has served as a Trustee of the Trust since December 2015 and as an Independent Trustee since August 2018. 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 from 2007 through 2011.

Mr. Arnold has served as an Independent Trustee of the Trust since March 2012. He has significant experience related to the business and financial services industries, being the managing director of R.H. Arnold & Co., Inc., a financial management consulting firm. He has also served as a trustee to other mutual fund complexes.

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 Director to FS Investment Corporation. Mr. Chandler is also Chief Financial Officer of Emtec, Inc. He presently serves as Chairman of the Audit Committee of the Trust.

Mr. Giordano has served as an Independent Trustee of the Trust since March 2012. 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. He presently serves as Chairman of the Board of the Trust.

Mr. Seidel has over 15 years of experience serving as an Independent Trustee of the Trust. That position has provided him with knowledge of the operations and business of the Trust and the Funds. Mr. Seidel has significant experience related to the financial services industry, having been Chairman of Seidel & Associates, a financial consulting firm, since 2014 and Chairman of Girard Private Investment Group, a registered investment advisor, since 2014. He presently serves as Chairman of the Nominating and Governance Committee of the Trust.

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.

The Board has appointed a Chief Compliance Officer (“CCO”) who reports directly to the Board’s Independent Trustees and provides presentations to the Board at its quarterly meetings and an annual report to the Board concerning compliance matters. The CCO oversees the development and implementation of compliance policies and procedures that are reasonably designed to prevent violations of the federal securities laws (“Compliance Policies”). The outstanding sharesBoard has approved the Compliance Policies, which seek to reduce risks relating to the possibility ofnon-compliance with the federal securities laws. The CCO also regularly discusses the relevant risk issues affecting the Trust during private meetings with the Independent Trustees, including concerning the Advisor, as applicable.

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SECURITY AND OTHER INTERESTS

The following table sets forth the dollar range of equity securities beneficially owned by each Trustee in each Fund and classes ofin all registered investment companies overseen by the Trustee within the Fund complex, as of September 11, 2018.

As of the Record Date, are set forth in Exhibit A.

REQUIRED VOTE

Approval of the Fund and soliciting themProposal requires a plurality of votes cast at a shareholders’ meeting at which quorum is present. According to execute proxies.  Thethe Trust’s Declaration of Trust, expects that the solicitation will be primarily by mail, but may also include telephone, facsimile, electronic or other means of communication.  Trustees and officers of the Trust, and regular employees and agents of the Investment Advisor or its affiliates involved in the solicitation of proxies are not reimbursed.

Mr. D’Eramo is being nominated as an “Interested Trustee” by reason of his employment with WTIA and his position with WFMC, investment advisers to the Trust.

EXPERIENCE OF THE INTERESTED TRUSTEE NOMINEE

Described below for the New 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 proxy statement 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 or her duties and fiduciary obligations. It is believed that the specific background of the New Trustee evidences those abilities and is appropriate to his serving on the Trust’s Board of Trustees. Further information about the New Trustee is set forth in the table above describing the business activities of and other directorships held by the New Trustee during the past five years.

Dominick J. D’Eramo, CFA, is a Senior Vice President and the Head of Fixed Income at WTIA. He is a member of the investment team primarily responsible for theday-to-day management of the Intermediate-Term Bond and Broad Market Bond Funds. Mr. D’Eramo has been affiliated with Wilmington Trust Corporation since 1986 and with WFMC since 1987 as a Fixed Income Trader. He was promoted to a Portfolio Manager in 1990. In 2007, he became Director of Institutional Fixed Income, responsible for all institutional fixed income products at WTIA.

SECURITY AND OTHER INTERESTS

The following table sets forth the dollar range of equity securities beneficially owned by Mr. D’Eramo in each Fund and in all registered investment companies within the Fund Complex, as of September 11, 2018.

REQUIRED VOTE

Approval of the Proposal requires a plurality of the votes cast at a shareholders’ meeting at which quorum is present. According to the Trust’s Declaration of Trust, 33 1/3% of the shares present in person or represented by proxy and entitled to vote at a shareholders’ meeting shall constitute a quorum at such meeting for purposes of this vote.

As of September 7, 2018, the record date for the Special Meeting, more than 50% of the Trust’s outstanding shares are held in asset management, trust, custody or brokerage accounts with respect to which affiliates of the Advisor have voting discretion. Advisor expects shares held in such accounts will be voted in favor of the proposal.

The Board recommends the shareholders of the Funds vote FOR the election of the New Trustee.

OTHER BUSINESS

The Trustees know of no other business to be presented at the Special Meeting other than the Proposal, and do not intend to bring any other matters before the Special Meeting. However, if any additional matters should be properly presented, proxies will be voted or not voted as specified. Proxies reflecting no specifications will be voted in favor of the election of the Current Trustees and in favor of the election of the New Trustee and, as to any other matter properly coming before the meeting, in accordance with the judgment of the persons named in the proxy.

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ADDITIONAL INFORMATION

PERIODIC REPORTS TO SHAREHOLDERS

Each Fund provides periodic reports to its shareholders, which highlight relevant information about the Funds, including investment results and a review of portfolio investments. You may receive a copy of the Fund’s audited financial statements and annual report for its last completed fiscal year, and any subsequent semi-annual report to shareholders, free of charge, by calling1-800-836-2211, by downloading it from the Trust’s website at www.wilmingtonfunds.com or by writing to Wilmington Funds, c/o BNY Mellon, P.O. Box 9828, Providence, RI 02940.

INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

Ernst & Young LLP (“E&Y”), Two Commerce Square, 2001 Market Street, Suite 4000, Philadelphia, Pennsylvania 19103, has been selected by the Trustees, including a majority of the Independent Trustees, to serve as the Trust’s independent registered public accounting firm for the Trust’s fiscal year ending April 30, 2018. E&Y, in accordance with the Public Company Accounting Oversight Board’s Ethics and Independence Rule 3526, has confirmed to the Audit Committee that it is an independent registered public accounting firm with respect to the Trust and each series of the Trust. The Audit Committee has approved the engagement of E&Y as the Trust’s independent registered public accounting firm for the current fiscal year. A representative of E&Y will not be present at the Meeting. For each of the fiscal years ended April 30, 2017 and April 30, 2018, E&Y received “audit fees,” of $415,763 and $458,863, “audit-related fees,” of $0 and $0, “tax fees” of $170,058 and $169,194, and “all other fees” in the amounts of $0 and $0, respectively.¹

Prior to the commencement of any engagement, the Audit Committee is required to approve the engagement of the independent registered public accounting firm to provide audit ornon-audit services to the Funds, or to providenon-audit services to any investment adviser,sub-adviser or any entity controlling, controlled by, or under common control with the investment adviser orsub-adviser that provides ongoing services to the Trust if the engagement relates directly to the operations and financial reporting of the Trust. If action is required prior to the next Audit Committee meeting, the Chair of the Audit Committee may approve or deny the request on behalf of the Audit Committee or determine to call a meeting of the Audit Committee. If the Chair of the Audit Committee is unavailable, any other member of the Audit Committee to whom the Audit Committee has delegated authority may serve as an alternate for the purpose of approving or denying the request. All of the audit, audit-related and tax services described above for which E&Y billed the Trust fees for each of the fiscal years ended April 30, 2017 and April 30, 2018 werepre-approved by the Audit Committee.

There were no services rendered by E&Y to the Trust or its series for which the approval requirement was waived. During the same period, all services provided by E&Y to the Trust, its series, an investment adviser or adviser-affiliate that were required to be approved were approved as required. The Audit Committee has considered whether the provision ofnon-audit services that were rendered by E&Y to an investment adviser or an adviser-affiliate that were not approved (not requiring approval), if any, is compatible with maintaining E&Y’s independence.

The aggregatenon-audit fees billed by the registrant’s accountant for services rendered to the Trust or its, and rendered to the Trust’s investment adviser (not including anysub-adviser whose role is primarily portfolio management and is subcontracted with or overseen by another investment adviser), and any entity controlling, controlled by, or under common control with the investment adviser that provides ongoing services to the Trust for each of the fiscal years ended April 30, 2017 and April 30, 2018 were $0 and $0, respectively.

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ADDITIONAL SERVICE PROVIDERS

The service providers currently engaged by the Trust with respect to the Funds to performnon-advisory services will continue to serve the Trust in the capacities indicated below:

Distributor

ALPS Distributors, Inc.

1290 Broadway, Suite 1100

Denver, Colorado 80203

Investment Advisor andCo-Administrator

Wilmington Funds Management Corporation

1100 N. Market Street

Wilmington, Delaware 19890

Transfer Agent,Co-Administrator, Accountant and Custodian

The Bank of New York Mellon

301 Bellevue Parkway

Wilmington, Delaware 19809

Legal Counsel

Stradley Ronon Stevens & Young, LLP

Financial Printers

RR Donnelley

VOTING AND SOLICITATION INFORMATION

Shareholders are entitled to one vote for each Fund share held at the close of business on September 7, 2018 (the “Record Date”). The cost of preparing, printing and mailing the enclosed proxy card and this Proxy Statement, and all other costs incurred in connection with the solicitation of proxies, including any additional solicitation made by letter, telephone or telegraph, will be paid by the Fund. In addition to solicitation by mail, Trustees, certain officers and representatives of the Trust, directors, officers and employees of WFMC, and certain financial services firms and their representatives, who will receive no extra compensation for their services, may solicit proxies by telephone, telegram or personally. The Trust also may engage a proxy services provider to assist it in its proxy solicitation efforts including solicitation of proxies by telephone, telegram or personally.

If a shareholder wishes to participate in the Meeting, the shareholder may submit the proxy card originally sent with this Proxy Statement or attend in person. Should shareholders require additional information regarding the proxy or replacement proxy card, they may contact the Trust at1-800-836-2211.

SHAREHOLDERS SHARING THE SAME ADDRESS

If two or more shareholders share the same address, only one copy of this proxy statement is being delivered to that address, unless the Trust has received contrary instructions from one or more of the shareholders at that shared address. Upon written or oral request, the Trust will deliver promptly a separate copy of this proxy statement to a shareholder at a shared address. Please call1-800-836-2211, or write to Wilmington Funds, c/o BNY Mellon, P.O. Box 9828, Providence, RI 02940, to (1) receive a separate copy of this proxy statement; (2) receive your annual reports or proxy statements separately in the future; or (3) request delivery of a single copy of annual reports or proxy statements if you are currently receiving multiple copies at a shared address.

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REVOCATION OF PROXY

Any proxy given by a shareholder is revocable until voted at the Meeting. Shareholders of a Fund giving a proxy have the power to revoke it by mail (addressed to the Secretary of the Trust, c/o BNY Mellon, P.O. Box 9828, Providence, RI 02940) or in person at the Meeting, by executing a superseding proxy or by submitting a notice of revocation to the Trust. All properly executed proxies received in time for the Meeting will be voted as specified in the proxy or, if no specification is made, in favor of the Proposal referred to in the Proxy Statement.

QUORUM REQUIREMENT

Thirty-three andone-third percent of the shares present in person or represented by proxy and entitled to a vote at the Meeting shall constitute a quorum at the Meeting. When a separate vote by one or more Funds is required, 33 1/3% of the shares of each Fund present in person or represented by proxy and entitled to vote shall constitute a quorum at the Meeting for purposes of actingsuch Fund. The Meeting, whether or not a quorum is present, may be adjourned from time to time (and at any time during the course of the Meeting) by a majority of the votes cast by those shareholders present in person or by proxy, or by the chairperson of the meeting. Any adjournment may be with respect to one or more Proposals, but not necessarily all Proposals, to be voted or acted upon at the Proposals.  The shares over which broker-dealers have discretionary voting power,Meeting and any adjournment will not delay or otherwise affect the shareseffectiveness and validity of a vote or other action taken at the Meeting prior to adjournment.

Proxies that represent "broker non-votes"reflect abstentions and “brokernon-votes” (i.e., shares held by brokers or nominees as to which (i) instructions have not been received from the beneficial owners or the persons entitled to vote orand (ii) the broker or nominee does not have discretionary voting power), and the shares whose proxies reflect an abstentionpower on any item, if any,a particular matter) will all be counted as shares that are present and entitled to vote for purposes of determining whether the requiredpresence of a quorum, of shares exists.

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As of the Fund.  For purposesRecord Date, Officers and Trustees of the Trust owned individually and together less than 1% of the outstanding states of the Trust and of each Fund (or class thereof).

SHAREHOLDER PROPOSALS FOR SUBSEQUENT MEETINGS

Shareholders wishing to submit proposals for inclusion in a proxy statement for a shareholder meeting subsequent to the Meeting, if any, should send their written proposals to the Secretary of the Trust, c/o BNY Mellon, P.O. Box 9828, Providence, RI 02940, within a reasonable time before the solicitation of proxies for such meeting. The timely submission of a proposal does not guarantee its inclusion.

OTHER MATTERS TO COME BEFORE THE MEETING

No Trustee is aware of any matters that will be presented for action at the Meeting other than the matters described in this material. Should any other matters requiring a vote of shareholders arise, the proxy in the accompanying form will confer upon the person or persons entitled to vote the shares represented by such proxy the discretionary authority to vote the shares as to any such other matters in accordance with their best judgment in the interest of the Trust, the Fund and the shareholders.

PLEASE COMPLETE, SIGN AND RETURN THE ENCLOSED PROXY CARD PROMPTLY.

NO POSTAGE IS REQUIRED IF MAILED IN THE UNITED STATES

By Order of the Board of Trustees of the Wilmington Funds

Lisa R. Grosswirth

Secretary

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APPENDIX A

Wilmington Funds

Nominating and Governance Committee Charter

The Nominating and Governance Committee (the “Committee”) of the Wilmington Funds (the “Trust”) shall be composed solely of Trustees who are not “interested persons” of the Trust as defined in Section 2(a)(19) of the Investment Company Act of 1940, any person who owns, directly or through one or more controlled companies, more than 25%as amended (the “1940 Act”) (individually, an “Independent Trustee” and collectively, the “Independent Trustees”). The Board of the voting securitiesTrust shall appoint the members of a companythe Committee. The Chairman of the Committee shall be appointed by the Board.

Purpose. The mission of the Committee is presumed to "control" such company.  Accordingly,select and nominate for election to the extent thatfull Board appropriate candidates for service as Trustees of the Trust. In addition, the mission of the Committee is to provide a shareholder identified inforum for the following tableIndependent Trustees to address important issues of corporate governance for the Trust, including to make appropriate recommendations to the full Board regarding sound governance practices.

Meetings. Meetings of the Committee shall be held as necessary at such times and places as determined from time to time by the Chair of the Committee. A majority of the members of the Committee shall constitute a quorum for the transaction of business. The Committee may meet by telephone and may act by unanimous written consent, including through electronic means. The Committee may adopt such rules, procedures or policies as it deems appropriate from time to time to facilitate the conduct of its business. The Committee shall report its activities to the full Board.

Nominating Responsibilities. The Committee shall select and nominate persons for election to the Board as and when vacancies occur or are reasonably anticipated, which nominees shall be presented to the Board for election, or nomination for election by shareholders, as the beneficial ownercase may be.

The Committee will establish a Nomination and holderAppointment Policy pursuant to which it will consider nominations. The Committee will consider recommendations from Independent Trustees, officers or employees of record of more than 25%any of the outstanding voting securities ofFund’s agents or service providers, counsel to the Fund and has votingIndependent Trustees and qualifying fund shareholders. In identifying and evaluating candidates for consideration, the Committee shall consider such factors as it deems appropriate. The Committee shall make nominations to the Board for membership on all committees of the Board and shall review committee assignments at least annually as part of the annual Board self-evaluation.

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Governance Responsibilities. The core philosophy of the Independent Trustees is an unwavering commitment to protecting the best interests of Trust shareholders. The Committee shall develop a set of practices to guide the Board and the Committee in considering governance issues, which are to be approved by the Board. In addition, the Committee shall have the following specific functions:

(1) to periodically review trustee compensation (including compensation for service on any committee) and recommend to the full Board any changes to that compensation;

(2) to periodically review Chief Compliance Officer compensation and recommend to the full Board any changes to that compensation;

(3) to conduct the annual self evaluation of the Board of the Trust and its committees as called for by the SEC fund governance rules;

(4) review and make appropriate recommendations to the Board when there is a material change in the status of a Trustee (e.g., due to health, outside commitments or other reasons);

(5) to annually review the Trust’s Fidelity bond and directors’ and officers’/errors and omissions insurance coverage and recommend to the full Board renewal of and/or investment power,changes to that coverage;

(6) to periodically review the shareholder may be presumed to control the Fund.