Exhibit No. EX-99.d.11.i
AMENDMENT #1 TO SUB-ADVISORY AGREEMENT
THIS AMENDMENT #1 ("Amendment") to the Sub-Advisory Agreement ("Agreement")
dated July 1, 2005, by and between Xxxxxx Global Investments, Inc., a Delaware
Corporation (the "Advisor") and Western Asset Management Company, a California
corporation (the "Sub-Advisor"), is made effective this 8th day of February,
2007.
RECITALS
WHEREAS, the Sub-Advisor manages an allocated portion of the assets of the
MGI Core Opportunistic Fixed Income Fund, a series of the MGI Funds (the
"Trust") under the Agreement, and the Sub-Advisor and the Advisor wish to amend
the Agreement.
WHEREAS, the Agreement provides that the parties may mutually agree to
supplement or amend any provision of the Agreement;
AGREEMENT
NOW THEREFORE, in consideration of the promises and mutual agreements set
forth herein, the parties hereby agree to amend the Agreement, as follows:
1. Section 6 of the Agreement is herby deleted and replaced with the
following:
6. Compensation. For the services provided and the expenses assumed with
respect to a Fund pursuant to this Agreement, the Sub-Advisor will be
entitled to the fee listed for the Fund(s) on Exhibit A.
2. Exhibit A, the Fee Schedule of the Agreement is hereby deleted in its
entirety and replaced with Exhibit A to this Amendment.
3. All other terms and provisions of the Sub-Advisory Agreement shall remain
in full force and effect, except as modified hereby.
Xxxxxx Global Investments, Inc. Western Asset Management Company
By: /s/ Xxxx Xxxxxxxxxxxx By: /s/ Xxxxx X. Xxxxx
Name: Xxxx Xxxxxxxxxxxx Name: Xxxxx X. Xxxxx
Title: Chief Investment Officer Title: Head of Client Service
and Marketing Support
EXHIBIT A
SUB-ADVISORY AGREEMENT
BETWEEN
XXXXXX GLOBAL INVESTMENTS, INC.
AND
WESTERN ASSET MANAGEMENT COMPANY
February 8, 2007
MGI CORE OPPORTUNISTIC FIXED INCOME FUND
FEE SCHEDULE
ASSETS ANNUAL FEE
On first $150 Million 0.25%
On next $150 Million 0.20%
On next $200 Million 0.15%
On assets over $500 Million 0.10%
Computation
As soon as practicable after the end of March, June, September and December
of each calendar year, the Sub-Advisor shall send to the Trustee a calculation
(the "Calculation") in reasonable detail of the fee for the calendar quarter
then ended as of the close of business on the last day of such calendar quarter
based on a quarterly statement provided to the Sub-Adviser by the Custodian
which shall be sent to the Sub-Adviser by the tenth business following each
quarter end. In the event that the Calculation has been accurately prepared in
accordance with the terms of this Agreement, the Trustee shall pay the fee to
the Sub-Advisor within ten (10) business days of receipt of the Calculation. In
the event of a dispute between the parties regarding the accuracy of the
Calculation, it is hereby agreed that all discussions in resolution of such
dispute will be conducted promptly and in good faith.
The foregoing fee shall be accrued for each calendar day and the sum of the
daily fee accruals shall be paid quarterly in arrears to the Sub-Advisor as
described herein. The daily fee accruals will be computed by multiplying the
fraction of one over the number of calendar days in the year by the applicable
annual rate set forth in the schedule above and multiplying this product by the
net assets of the Sub-Fund, as determined by the Custodian as of the close of
business on the previous business day on which the Fund was open for business
(or at the end of the most recent business day if the previous day was not a
business day). If this Agreement is terminated with respect to the Sub-Fund
prior to the end of any calendar quarter, the fee shall be prorated for the
portion of any quarter in which this Agreement is in effect according to the
proportion which the number of calendar days, during which this Agreement is in
effect, bears to the number of calendar days in the quarter, and shall be
payable within ten (10) days after the date of termination with respect to the
Sub-Fund.
Global Fee Arrangement: The parties hereto agree that the fee schedule set
forth herein shall apply to all relationship assets relating to portfolios of
Xxxxxx Global Investments, Inc. and its affiliates (collectively, "MGI") managed
by the Sub-Advisor and each of its affiliates. For the purpose of determining
"relationship assets", all MGI portfolios managed by the Sub-Adviser and its
affiliates worldwide will be added together and applied against the fee schedule
set forth herein.