0001320615-07-000007 Sample Contracts

SUB-ADVISORY AGREEMENT
Sub-Advisory Agreement • November 29th, 2007 • MGI Funds • New York

AGREEMENT made as of the 11th day of June, 2007 by and between Mercer Global Investments, Inc., a Delaware corporation (the “Advisor”), and Winslow Capital Management, Inc., a Minnesota corporation (the “Sub-Advisor”).

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SECOND AMENDMENT TO INVESTMENT MANAGEMENT AGREEMENT
Investment Management Agreement • November 29th, 2007 • MGI Funds

THIS AMENDMENT (“Amendment”) to the Sub-Advisory Agreement (“Agreement”) dated August 16, 2006, by and between Mercer 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.

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