EXHIBIT 22(d)(xiv)(b)
AMENDMENT NO. 1
TO
SUB-ADVISORY AGREEMENT
AMONG
WT INVESTMENT TRUST I,
XXXXXX SQUARE MANAGEMENT CORPORATION
AND
BATTERYMARCH FINANCIAL MANAGEMENT, INC.
This Amendment No. 1 to the sub-advisory agreement dated July 1,
2003 (the "Agreement") among WT Investment Trust I (the "Fund"), on behalf of
Small Cap Multi-Manager Series (the "Series") a series of the Trust, Xxxxxx
Square Management Corporation (the "Adviser") and Batterymarch Financial
Management, Inc. (the "Sub-Adviser) is made and entered into as of the 28th day
of March 2005.
WHEREAS, the Fund, the Adviser and the Sub-Adviser have entered into
the Agreement on behalf of the Series; and
WHEREAS, the Fund, the Adviser and the Sub-Adviser desire to amend
the Agreement to avail themselves of a new exemptive rule promulgated by the
Securities and Exchange Commission under the Investment Company Act of 1940 (the
"1940 Act") and certain changes to other exemptive rules under the 1940 Act;
NOW, THEREFORE, pursuant to Section 19 of the Agreement, and
intending to be legally bound hereby, the parties hereto hereby amend the
Agreement as follows:
(1) The Agreement is hereby amended to add a new Section 7.d., to
read in its entirety as follows:
The Sub-Adviser acknowledges and agrees that in connection
with the exemptions provided under Rules 10f-3(b), 12d3-1, and
17a-10 under the 1940 Act, the Sub-Adviser (i) will not
consult with any other sub-adviser of the Series, which is
advising the Series, concerning the Sub-Adviser or its
affiliated persons' transactions with the Series in securities
or other assets of the Series, and (ii) consistent with the
other provisions hereof, the Sub-Adviser is limited to
providing investment advice with respect to the Series
Account; and
(2) All other provisions of the Agreement not affected by this
Amendment remain in full force and effect.
(3) To the extent that state law is not preempted by the provisions
of any law of the United States heretofore or hereafter enacted, as the same may
be amended from time to time, this Amendment shall be administered, construed
and enforced according to the laws of the State of Delaware.
(4) This Amendment may be executed by facsimile and in more than one
counterpart, each one of which shall be deemed an original, and all of which
taken together shall constitute one and the same instrument.
IN WITNESS WHEREOF, the undersigned parties have executed this
Amendment No. 1 to the Agreement as of the day and year first above written.
WT INVESTMENT TRUST I,
ON BEHALF OF THE SMALL CAP MULTI-MANAGER SERIES
By: /s/ Xxxx X. Xxxxx
-------------------------------------
Name: Xxxx X. Xxxxx
Title: Vice President
XXXXXX SQUARE MANAGEMENT CORPORATION
By: /s/ Xxxxxx X. Xxxxxxxxx
-------------------------------------
Name: Xxxxxx X. Xxxxxxxxx
Xxxxx: President
BATTERYMARCH FINANCIAL
MANAGEMENT, INC.
By: /s/ Xxxxxxx Xxxxx
-------------------------------------
Name: Xxxxxxx Xxxxx
Title: President/CFO
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