THIRD AMENDMENT TO INVESTMENT MANAGEMENT AGREEMENT
THIRD
AMENDMENT TO INVESTMENT MANAGEMENT AGREEMENT
THIS
AMENDMENT (“Amendment”) to the Sub-Advisory Agreement (“Agreement”) dated August
16, 2006, by and between Xxxxxx Global Investments, Inc., a Delaware corporation
(the “Advisor”), and AllianceBernstein L.P., a Delaware limited partnership (the
“Sub-Adviser”), is made effective this 28th day of February, 2008.
RECITALS
WHEREAS,
the Agreement provides that
the parties may mutually agree to supplement or amend any provision of the
Agreement; and
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
Non-US Core Equity Fund, a series of the MGI Funds; and
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:
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1.
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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
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2.
All
other terms and provisions of the
Sub-Advisory Agreement shall remain in full force and effect, except as modified
hereby.
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Xxxxxx
Global Investments, Inc.
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AllianceBernstein
L.P.
By:
AllianceBernstein Corporation,
Its
General Partner
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By: /s/
Xxxx Xxxxxxxxxxxx
Name: Xxxx
Xxxxxxxxxxxx
Title: Vice
President & Head of U.S.
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By: /s/
Xxxxx X. Xxxxxx
Name: Xxxxx
X.
Xxxxxx
Title: Assistant
Secretary
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EXHIBIT
A
SUB-ADVISORY
AGREEMENT
BETWEEN
XXXXXX
GLOBAL INVESTMENTS, INC.
AND
ALLIANCEBERNSTEIN
L.P.
Effective
Date: ____________ , 2008
MGI
NON-US CORE EQUITY FUND
FEE
SCHEDULE
INTERNATIONAL
LARGE CAP GROWTH
ASSETS
COMPENSATION
on
the
first $25
million
0.72%
on
the
next $25
million
0.54%
on
the
next $50
million
0.45%
on
assets
over $100
million 0.36%
INTERNATIONAL
VALUE
ASSETS
COMPENSATION
on
the
first $25
million
0.72%
on
the
next $25
million
0.54%
on
the
next $50
million
0.45%
on
assets
over $100
million 0.36%
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 in an
applicable investment strategy will be added together and applied against
the relevant fee schedule
set forth herein. The fee schedule above shall apply so long as the
MGI “relationship assets” are in
at least two investment strategies offered
by the Sub-Adviser and
aggregated assets in at least
one
investment strategy are greater than $25 million.
