Exhibit No. EX-99.d.13.ii
SECOND 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 16th day of May,
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: /s/ Xxxx Xxxxxxxxxxxx By: /s/ Xxxxx X. Xxxxxx
Name: Xxxx Xxxxxxxxxxxx Name: Xxxxx X. Xxxxxx
Title: Chief Investment Officer Title: Assistant Secretary
EXHIBIT A
SUB-ADVISORY AGREEMENT
BETWEEN
XXXXXX GLOBAL INVESTMENTS, INC.
AND
ALLIANCEBERNSTEIN L.P.
Effective Date: July 1, 2007
MGI NON-US CORE EQUITY FUND
FEE SCHEDULE
INTERNATIONAL LARGE CAP GROWTH
ASSETS COMPENSATION
on the first $25 million 0.72%
on the next $25 million 0.54%
on the next $50 million 0.45%
on assets over $100 million 0.36%
INTERNATIONAL STRATEGIC VALUE
ASSETS COMPENSATION
on the first $25 million 0.81%
on the next $25 million 0.63%
on the next $50 million 0.54%
on assets over $100 million 0.45%
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 in an applicable investment strategy will be added together
and applied against the relevant fee schedule set forth herein. The fee schedule
above shall apply so long as the MGI "relationship assets" are in at least two
investment strategies offered by the Sub-Adviser and aggregated assets in at
least one investment strategy are greater than $25 million.
