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 Xxxxx Capital Management Incorporated, 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 MGI US Small/Mid
Cap Value Equity Fund, a series of the MGI Funds (the “Trust”) under the
Agreement.
WHEREAS,
the Agreement provides that the parties may mutually agree to supplement
or
amend any provision of the Agreement and the Sub-Advisor and the 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 Agreement is hereby deleted in its entirety
and
replaced with Exhibit A to this
Amendment.
|
|
2.
|
All
other terms and provisions of the Agreement shall remain in full
force and
effect, except as modified hereby.
|
|
Xxxxxx
Global Investments, Inc.
|
Xxxxx
Capital Management Incorporated
|
|
By: /s/
Xxxx Xxxxxxxxxxxx
Name:
Xxxx Xxxxxxxxxxxx
Title:
Chief Investment Officer
|
By: /s/
Xxxx X. Xxxxxx
Name:
Xxxx X. Xxxxxx
Title:
Senior Portfolio Manager
|
EXHIBIT
A
BETWEEN
XXXXXX
GLOBAL INVESTMENTS, INC.
AND
XXXXX
CAPITAL MANAGEMENT INCORPORATED
February
8, 2007
MGI
US
SMALL/MID CAP VALUE EQUITY FUND
Sub-Advisor
Investment Management Fees
Fee
Schedule
As
compensation for the Sub-Advisor’s services hereunder, the Sub-Advisor shall be
paid by the Advisor a monthly fee, payable in arrears, based upon daily net
assets managed by the Sub-Advisor during the period, calculated pursuant
to the
following schedule:
Annual
Fee Net
Value
of Assets
0.90% On
the
first $20 million
0.75% On
all
assets over $20 million
