0001320615-07-000002 Sample Contracts

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

AGREEMENT made as of the 21st day of March, 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”).

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AMENDMENT #1 TO SUB-ADVISORY AGREEMENT
Sub-Advisory Agreement • May 29th, 2007 • MGI Funds

THIS AMENDMENT #1 (“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 8th day of February, 2007.

FIRST AMENDMENT TO INVESTMENT MANAGEMENT AGREEMENT
Investment Management Agreement • May 29th, 2007 • MGI Funds

THIS AMENDMENT (“Amendment”) to the Sub-Advisory Agreement (“Agreement”) dated July 1, 2005, by and between Mercer Global Investments, Inc., a Delaware Corporation (the “Advisor”) and Pzena Investment Management LLC, a Delaware Limited Liability Company (the “Sub-Adviser”), is made effective this 8th day of February, 2007.

AMENDMENT #1 TO SUB-ADVISORY AGREEMENT
Sub-Advisory Agreement • May 29th, 2007 • MGI Funds

THIS AMENDMENT #1 (“Amendment”) to the Sub-Advisory Agreement (“Agreement”) dated July 1, 2005, by and between Mercer Global Investments, Inc., a Delaware Corporation (the “Advisor”) and Wells Capital Management Incorporated, a California corporation (the “Sub-Advisor”), is made effective this 8th day of February, 2007.

FIRST AMENDMENT TO INVESTMENT MANAGEMENT AGREEMENT
Investment Management Agreement • May 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 8th day of February, 2007.

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