Exhibit No. EX-99.h.4
ADMINISTRATIVE SERVICES AGREEMENT
BETWEEN
MGI FUNDS
AND
XXXXXX GLOBAL INVESTMENTS, INC.
AGREEMENT made as of ____________ __, 2005, between the MGI Funds, a
Delaware statutory trust (the "Trust"), on behalf of those classes (the
"Classes") of the series of the Trust (each a "Fund," and together, the "Funds")
listed in Exhibit A of this Agreement, as amended from time to time, and Xxxxxx
Global Investments, Inc. ("Mercer").
In consideration of the mutual promises herein made, the parties hereby
agree as follows:
(1) Mercer agrees, during the term of this Agreement, to be responsible for
providing certain internal administrative services (together, the
"Administrative Services") to the shareholders of the Classes of the Funds,
including the following:
(a) attending to shareholder correspondence, requests and inquiries, and
other communications with shareholders;
(b) assisting with exchanges and with the processing of purchases and
redemptions of shares;
(c) preparing and disseminating information and documents for use by
beneficial shareholders; and
(d) monitoring and overseeing non-advisory relationships with entities
providing services to the Classes, including the transfer agent.
(2) As compensation for the Administrative Services provided by Mercer, the
Classes agree, during the term of this Agreement, to pay to Mercer, a monthly
fee equal, on an annual basis, to the following respective percentages of the
daily net assets of the respective Classes of each Fund:
Class Y-2 Shares: 0.05 of 1%
Class Y-1 Shares: 0.10 of 1%
Class S Shares: 0.15 of 1%
As of the date of this Agreement, it is anticipated that any Administrative
Services that are performed by Mercer for Class Y-3 Shares will be de minimis,
and therefore, Class Y-3 Shares will not be charged any administrative fees.
(3) The internal administrative services provided by Mercer to the Trust
under this Agreement are separate from, and unrelated to, the administrative
services provided by Investors Bank & Trust Company ("IBT") to the Trust
pursuant to an Administration Agreement between the Trust and IBT, dated
____________ __, 2005.
(4) This Agreement shall remain in full force and effect through
____________ __, 2006 and thereafter, from year to year, to the extent
continuance is approved annually by the Board.
(5) This Agreement may be terminated by the Trust, at any time, on sixty
(60) days' written notice without payment of penalty, provided that such
termination by the Trust shall be directed or approved by the vote of a majority
of the Trustees of the Trust in office at the time or by the vote of a majority
of the outstanding voting securities of the Trust (as defined by the 1940 Act).
This Agreement may be assigned with the prior written consent of the parties.
(6) In the absence of willful misfeasance, bad faith or gross negligence on
the part of Mercer, or of reckless disregard of its duties and obligations
hereunder, Mercer shall not be subject to liability for any act or omission in
the course of, or connected with, rendering services hereunder.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
duly executed and delivered by their duly authorized officers as of the date
first written above.
MGI FUNDS
By:
Name:
Title:
XXXXXX GLOBAL INVESTMENTS, INC.
By:
Name:
Title:
Exhibit A
MGI US Large Cap Growth Equity Fund
Class S Shares
Class Y-1 Shares
Class Y-2 Shares
MGI US Large Cap Value Equity Fund
Class S Shares
Class Y-1 Shares
Class Y-2 Shares
MGI US Small/Mid Cap Growth Equity Fund
Class S Shares
Class Y-1 Shares
Class Y-2 Shares
MGI US Small/Mid Cap Value Equity Fund
Class S Shares
Class Y-1 Shares
Class Y-2 Shares
MGI Non-US Core Equity Fund
Class S Shares
Class Y-1 Shares
Class Y-2 Shares
MGI Core Opportunistic Fixed Income Fund
Class S Shares
Class Y-1 Shares
Class Y-2 Shares
MGI US Short Maturity Fixed Income Fund
Class S Shares
Class Y-1 Shares
Class Y-2 Shares
