AMENDMENT TO SUB-ADVISORY AGREEMENT STANDISH MELLON ASSET MANAGEMENT COMPANY LLC
Exhibit 23(d)(xxi)(b)
AMENDMENT TO SUB-ADVISORY AGREEMENT
▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ASSET MANAGEMENT COMPANY LLC
This Amendment to the Agreement between WT MUTUAL FUND (the “Fund”), ▇▇▇▇▇▇ SQUARE MANAGEMENT
CORPORATION (the “Adviser”) and ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ASSET MANAGEMENT COMPANY LLC (the “Sub-Adviser”)
dated May 16, 2006 (the “Sub-Advisory Agreement”) is made as of August 16, 2007.
WHEREAS, pursuant to the Sub-Advisory Agreement, the Fund and Adviser appointed the Sub-Adviser as
a portfolio manager with respect to assets of the Wilmington Multi-Manager Real Asset Fund (the
“Portfolio”), as assigned by the Adviser; and
WHEREAS, the Sub-Adviser has managed the portion of the Portfolio’s assets allocated by the Adviser
(“Portfolio Account”) to investment in Treasury Inflation-Protected Securities (“TIPS”) and has
received a sub-advisory fee for providing the service, as determined in accordance with Schedule C
of the Agreement; and
WHEREAS, the Fund and Adviser desire that the Sub-Adviser manage an additional portion of the
Portfolio’s assets in accordance with its “Short Term Investment Fund Plus Strategy” and the
Sub-Adviser desires to receive compensation for providing this service; and
WHEREAS, the Sub-Advisory Agreement provides that it may be amended by written agreement among the
Fund, the Adviser and the Sub-Adviser, subject to approval by the Board of Trustees of the Fund
(the “Trustees”); and
WHEREAS, at a meeting of the Trustees held on August 16, 2007, the Trustees approved this amendment
of the Sub-Advisory Agreement. In all other respects, the Sub-Advisory Agreement remains unchanged.
NOW THEREFORE, in consideration of the promises and mutual covenants herein contained, the Fund,
Adviser and Sub-Adviser agree to amend the Sub-Advisory Agreement as follows:
1.
The Adviser and Fund hereby appoint and employ the Sub-Adviser as a portfolio manager of an
additional sub-account of the Portfolio Account, to be managed by Sub-Adviser pursuant to its
“Short-Term Investment Fund Plus Strategy”, in accordance with the terms and conditions set forth
in the Sub-Advisory Agreement;
2. Schedule C of the Sub-Advisory Agreement (the “Fee Schedule”) is hereby amended to include
the fee payable to the Sub-Adviser in accordance with Section 10 of the Sub-Advisory Agreement for
providing the services described herein.
IN WITNESS WHEREOF, the parties hereto have caused this Amendment to the Sub-Advisory Agreement to
be executed, as of the 16th day of August, 2007.
WT MUTUAL FUND, on behalf of the
Wilmington Multi-Manager Real Asset Fund
Wilmington Multi-Manager Real Asset Fund
By:
Name:
Title:
Name:
Title:
▇▇▇▇▇▇ SQUARE MANAGEMENT
CORPORATION
By:
Name:
Title:
Name:
Title:
▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ASSET MANAGEMENT COMPANY LLC
By:
Name:
Title:
Name:
Title:
SCHEDULE C
AMENDED FEE SCHEDULE
For the services to be provided to the Portfolio pursuant to the Sub-Advisory Agreement, as amended
on August 16, 2007, the Fund shall pay the Sub-Adviser out of the assets of the Portfolio, as
follows:
TIPS Sub-account
0.08% on the first $25 million of assets;
0.04% on the next $25 million of assets;
0.02% on assets over $50 million.
0.04% on the next $25 million of assets;
0.02% on assets over $50 million.
Short-Term Investment Fund Plus Sub-account
0.08% on assets
The fee shall be payable monthly as soon as practicable after the last day of each month based upon
the average daily net assets of each Sub-Account of the Portfolio Account and similarly managed
accounts of clients of the Adviser or any of the Adviser’s affiliates.
Dated: August 16, 2007