FIRST AMENDMENT TO INVESTMENT MANAGEMENT AGREEMENT
FIRST
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 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
Non-US Core 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.
|
Xxxxxx
Global Investments, Inc.
|
AllianceBernstein
L.P.
By:
AllianceBernstein Corporation,
Its
General Partner
|
|
By:
Name:
Xxxx Xxxxxxxxxxxx
Title:
Chief Investment Officer
|
By:
Name:
Title:
|
EXHIBIT
A
SUB-ADVISORY
AGREEMENT
BETWEEN
XXXXXX
GLOBAL INVESTMENTS, INC.
AND
ALLIANCEBERNSTEIN
L.P.
Effective
Date: January 1, 2007 to June 30, 2007
MGI
NON-US CORE EQUITY FUND
FEE
SCHEDULE
ALLIANCE
INTERNATIONAL LARGE CAP GROWTH
ASSETS COMPENSATION
on
the
first $300 million 0.46%
on
the
next $200 million 0.42%
on
the
next $500 million 0.40%
Over
$1
billion 0.38%
XXXXXXXXX
INTERNATIONAL STRATEGIC VALUE
ASSETS COMPENSATION
on
the
first $300 million 0.56%
on
the
next $200 million 0.51%
on
the
next $500 million 0.49%
Over
$1
billion 0.47%
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 will be added together and
applied against the fee schedule set forth herein.
The fee
schedule above shall apply so long as the MGI “relationship assets” are greater
than $25 million in two or more strategies managed by the Sub-Adviser and
its
affiliates globally.
