Exhibit No. EX-99.d.5.i
FIRST AMENDMENT TO INVESTMENT MANAGEMENT AGREEMENT
THIS AMENDMENT ("Amendment") to the Sub-Advisory Agreement ("Agreement")
dated July 1, 2005, by and between Mercer Global Investments, Inc., a Delaware
Corporation (the "Advisor") and Pzena Investment Management LLC, a Delaware
Limited Liability Company (the "Sub-Adviser"), is made effective this 8th day of
February, 2007.
RECITALS
WHEREAS, the Agreement provides that the parties may mutually agree to
supplement or amend any provision of the Agreement;
WHEREAS, the Sub-Adviser manages certain investments on behalf of the MGI
Funds (the "Trust") under the Agreement, as amended, with respect to the
following Fund:
MGI US Large Cap Value Equity Fund, a series of the MGI Funds
WHEREAS, the Sub-Adviser and Advisor wish to amend 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. Exhibit A, the Fee Schedule of the Sub-Advisory Agreement is hereby
deleted in its entirety and replaced with Exhibit A to this Amendment:
and
2. All other terms and provisions of the Sub-Advisory Agreement shall
remain in full force and effect, except as modified hereby.
Mercer Global Investments, Inc. Pzena Investment Management LLC
By: /s/ Xxxx Xxxxxxxxxxxx By: /s/ Xxxxxxx X. Xxxxxx
Name: Xxxx Xxxxxxxxxxxx Name: Xxxxxxx X. Xxxxxx
Title: Chief Investment Officer Title: Managing Principal
EXHIBIT A
SUB-ADVISORY AGREEMENT
BETWEEN
MERCER GLOBAL INVESTMENTS, INC.
AND
PZENA INVESTMENT MANAGEMENT, LLC
Effective Date: October 1, 2006
MGI US LARGE CAP VALUE EQUITY FUND
FEE SCHEDULE
(a) For the first twenty-four (24) months of the Agreement, Sub-Advisor shall
be paid a management fee calculated as follows:
Annual Fee Net Value of Sub-Fund Assets*
0.45% on the first $300 million
0.35% on all assets over $300 million
* MGI Assets for purposes of this Schedule B shall mean all assets under
management by the Sub-Investment Manager or its affiliates for accounts,
including but not limited to collective investment schemes, mutual funds
and other pooled investment vehicles, that are managed or advised by the
Investment Manager or its affiliates under the same strategy, including
Mercer Global Investments, Inc., Mercer Global Investments Canada Limited,
and Mercer Global Investments Europe Limited.
(b) On August 12, 2007, the net value of MGI Assets under Sub-Advisor's
management shall be reviewed and if the value of such assets does not equal
or exceed $300 million (USD), the management fee shall be revised to
conform to Sub-Advisor's standard fee. If on August 12, 2007, the Net Value
of MGI Assets under Sub-Advisor's management equals or exceeds $300 million
(USD), the management fee shall continue as set forth in paragraph 1 above.
PIM's standard large cap fee schedule is as follows:
For Accounts Over $10 Million:
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0.70 bps on 1st $25 m
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0.50 bps on next $75 m
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0.40 bps on next $200 m
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0.35 bps on balance
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For Accounts Below $10 Million:
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1% per annum of up to $10 Million of assets
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Minimum Fee: $35,000
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Maximum Fee: $70,000
