AMENDMENT #1 TO SUB-ADVISORY AGREEMENT
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
Name:
Xxxx Xxxxxxxxxxxx
Title:
Chief Investment Officer
|
By: /s/
Xxxxx Xxxxx
Name:
Title:
|
EXHIBIT
A
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 Million0.25%
On
next
$150 Million0.20%
On
next
$200 Million0.15%
On
assets
over $500 Million0.10%
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.
