FIRST AMENDMENT TO INVESTMENT MANAGEMENT AGREEMENT
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
Name:
Xxxx Xxxxxxxxxxxx
Title:
Chief Investment Officer
|
By: /s/
Xxxxxxx X. Xxxxxx
Name:
Xxxxxxx X. Xxxxxx
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:
|
|
0.70
bps on 1st $25 m
|
|
0.50
bps on next $75 m
|
|
0.40
bps on next $200 m
|
|
0.35
bps on balance
|
|
For
Accounts Below $10 Million:
|
|
1%
per annum of up to $10 Million of assets
|
|
Minimum
Fee: $35,000
|
|
Maximum
Fee: $70,000
|
