EX-22.(D)(XIII)(B) 7 w08363aexv22wxdyxxiiiyxby.txt AMENDMENT NO. 1 TO THE SUB-ADVISORY AGREEMENT AMONG THE TRUST, ON BEHALF OF THE MID CAP MULTI-MANAGER SERIES, RSMC AND EIC EXHIBIT 22(d)(xiii)(b) AMENDMENT NO. 1 TO SUB-ADVISORY AGREEMENT AMONG WT INVESTMENT TRUST I, RODNEY SQUARE MANAGEMENT CORPORATION AND EQUITY INVESTMENT CORPORATION 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 Mid Cap Multi-Manager Series (the "Series") a series of the Trust, Rodney Square Management Corporation (the "Adviser") and Equity Investment Corporation (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 MID CAP MULTI-MANAGER SERIES By: /s/ John R. Giles ------------------------------------ Name: John R. Giles Title: Vice President RODNEY SQUARE MANAGEMENT CORPORATION By: /s/ Robert J. Christian ------------------------------------ Name: Robert J. Christian Title: President EQUITY INVESTMENT CORPORATION By: /s/ James F. Barksdale ------------------------------------ Name: James F. Barksdale Title: President -2-