Contract
EX-99.e.1.ii
Effective
as of the closing of the sale of PNC Global Investment Servicing, Inc. (“PGIS”),
the indirect parent of PFPC Distributors, Inc. to THE BANK OF NEW YORK MELLON
CORPORATION by THE PNC FINANCIAL SERVICES GROUP, INC., MGI FUNDS (the “Fund
Company”), on behalf of each series thereof (each a “Fund” and collectively, the
“MGI Funds”) and MGI Funds Distributors, Inc. (the “Distributor”) hereby enter
into this Underwriting Agreement on terms identical to those of the underwriting
agreement between the parties effective as of July 1, 2005 as amended as
of May 14, 2007 (the “Existing Agreement”) except as noted
below. Capitalized terms used herein without definition have the
meanings given them in the Existing Agreement.
Unless
sooner terminated as provided herein, this agreement shall continue for an
initial one-year term and thereafter shall be renewed for successive one-year
terms, provided such continuance is specifically approved at least annually by
(i) the MGI Fund’s board of trustees or (ii) by a vote of a majority (as defined
in the 1940 Act and Rule 18f-2 thereunder) of the outstanding voting securities
of MGI Funds, provided that in either event the continuance is also approved by
a majority of the trustees who are not parties to this agreement and who are not
interested persons (as defined in the 0000 Xxx) of any party to this agreement,
by vote cast in person at a meeting called for the purpose of voting on such
approval. This agreement is terminable without penalty, on at least sixty (60)
days’ written notice, by the MGI Fund’s board of trustees, by vote of a majority
(as defined in the 1940 Act and Rule 18f-2 thereunder) of the outstanding voting
securities of the MGI Funds, or by PFPC Distributors, Inc. This agreement may be
terminated with respect to one or more Funds, or with respect to the entire fund
Company. This agreement will also terminate automatically in the
event of its assignment (as defined in the 1940 Act and the rules
thereunder).
[Remainder
of page intentionally left blank. Signature page
follows.]
IN
WITNESS WHEREOF, the parties hereto have caused this Underwriting Agreement to
be executed as of the day and year first above written.
By:
/s/ Xxxxxxx
Xxxxxx
Name: Xxxxxxx
Xxxxxx
Title: Vice
President
Date:
July 1,
2010
MGI FUNDS
DISTRIBUTORS, INC.
By:
/s/ Xxx
Deck
Name: Xxx
Deck
Title:
President
Date:
June 29,
2010
