0001421877-09-000211 Sample Contracts

SUB-ADVISORY AGREEMENT
Sub-Advisory Agreement • July 28th, 2009 • MGI Funds • New York

AGREEMENT made as of the 11th day of February 2009 by and between Mercer Global Investments, Inc., a Delaware corporation (the “Advisor”), and River Road Asset Management, LLC, a Delaware Limited Liability Company (the “Sub-Advisor”).

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AMENDMENT #1 TO SUB-ADVISORY AGREEMENT
Sub-Advisory Agreement • July 28th, 2009 • MGI Funds

THIS AMENDMENT #2 (“Amendment”) to the Sub-Advisory Agreement (“Agreement”) dated March 21, 2007, by and between Mercer Global Investments, Inc., a Delaware Corporation (the “Advisor”) and Numeric Investors LLC, a Delaware limited liability company (the “Sub-Advisor”), is made effective as of the 1st day of April 2009.

AMENDMENT #2 TO SUB-ADVISORY AGREEMENT
Sub-Advisory Agreement • July 28th, 2009 • MGI Funds

THIS AMENDMENT #2 (“Amendment”) to the Sub-Advisory Agreement (“Agreement”) dated July 1, 2005, by and between Mercer Global Investments, Inc., a Delaware Corporation (the “Advisor”) and Western Asset Management Company, a California corporation (the “Sub-Advisor”), is made effective this 1st day of April, 2009.

AMENDED AND RESTATED ADMINISTRATIVE SERVICES AGREEMENT BETWEEN MGI FUNDS AND MERCER GLOBAL INVESTMENTS, INC.
Administrative Services Agreement • July 28th, 2009 • MGI Funds

AGREEMENT made as of May 14, 2007, between the MGI Funds, a Delaware statutory trust (the “Trust”), on behalf of those classes (the “Classes”) of the series of the Trust (each a “Fund,” and together, the “Funds”) listed in Exhibit A of this Agreement, as amended from time to time, and Mercer Global Investments, Inc. (“Mercer”).

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