EXHIBIT 22(d)(vi)(b)
AMENDMENT NO. 1
TO
SUB-ADVISORY AGREEMENT
AMONG
WT INVESTMENT TRUST I,
XXXXXX SQUARE MANAGEMENT CORPORATION
AND
AEW MANAGEMENT AND ADVISORS, L.P.
This Amendment No. 1 to the sub-advisory agreement dated January 2,
2003 (the "Agreement") among WT Investment Trust I (the "Fund"), on behalf of
Real Estate Series (the "Series") a series of the Trust, Xxxxxx Square
Management Corporation (the "Adviser") and AEW Management and Advisors, L.P.
(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) Section 7.c. of the Agreement, is hereby deleted in its entirety
and replaced with the following:
The Sub-Adviser agrees that it will not execute any portfolio
transactions for the Series Account with a broker or dealer
which is (i) an affiliated person of the Fund, including the
Adviser or any sub-adviser for any Series of the Fund; (ii) a
principal underwriter of the Fund's shares; or (iii) an
affiliated person of such an affiliated person or principal
underwriter, unless such transactions are (x) exempt under
Rules 10f-3(b) or 17a-10, (y) executed in accordance with Rule
17e-1 of the 1940 Act and the Fund's Rule 17e-1 procedures, as
adopted in accordance with Rule 17e-1 or (z) executed in
accordance with Rule 10f-3(c) of the 1940 and the Fund's Rule
10f-3(c) procedures, as adopted in accordance with Rule 10f-3.
The Adviser agrees that it will provide the Sub-Adviser with a
list of such brokers and dealers.
(2) 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
(3) All other provisions of the Agreement not affected by this
Amendment remain in full force and effect.
(4) 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.
(5) 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 REAL ESTATE 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
AEW MANAGEMENT AND ADVISORS, L.P.
By: /s/ Xxxxx X. Xxxxxxxx
----------------------------------
Name: Xxxxx. X. Xxxxxxxx
Title: Vice President
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