Exhibit No. EX-99.d.10

                             SUB-ADVISORY AGREEMENT


     AGREEMENT made as of the 1st day of July, 2005 by and between Mercer Global
Investments,  Inc., a Delaware corporation (the "Advisor"),  and Grantham, Mayo,
Van  Otterloo & Co. LLC, a  Massachusetts  limited  liability  partnership  (the
"Sub-Advisor").

     WHEREAS, the Advisor and the Sub-Advisor are registered investment advisers
under the Investment  Advisers Act of 1940, as amended (the "Advisers Act"), and
engage in the business of providing investment management services; and

     WHEREAS,  the  Advisor  has  been  retained  to act as  investment  adviser
pursuant  to an  Investment  Management  Agreement,  dated  July  1,  2005  (the
"Advisory Agreement"),  with MGI Funds (the "Trust"), a Delaware statutory trust
registered  with the U.S.  Securities and Exchange  Commission (the "SEC") as an
open-end management investment company under the Investment Company Act of 1940,
as amended  (the "1940  Act"),  which  consists  of several  separate  series of
shares,  each having its own investment  objectives  and policies,  and which is
authorized to create additional series in the future; and

     WHEREAS,  the  Advisory  Agreement  permits  the  Advisor,  subject  to the
supervision and direction of the Trust's Board of Trustees,  to delegate certain
of its duties under the Advisory Agreement to other investment advisers, subject
to the requirements of the 1940 Act; and

     WHEREAS,  the  Advisor  desires  to retain  the  Sub-Advisor  to assist the
Advisor in the provision of a continuous  investment program for that portion of
one or more of the Trust's series' (each a "Fund") assets which the Advisor will
assign to the Sub-Advisor  (the  "Sub-Advisor  Assets"),  and the Sub-Advisor is
willing to render such  services,  subject to the terms and conditions set forth
in this Agreement.

     NOW,  THEREFORE,  in consideration  of mutual covenants  recited below, the
parties agree and promise as follows:

     1. Appointment as Sub-Advisor.  The Advisor hereby appoints the Sub-Advisor
to act as investment adviser for and to manage the Sub-Advisor  Assets,  subject
to the  supervision  of the Advisor and the Board of Trustees of the Trust,  and
subject to the terms of this Agreement;  and the Sub-Advisor hereby accepts such
appointment.  In such capacity,  the  Sub-Advisor  shall be responsible  for the
investment  management of the  Sub-Advisor  Assets.  The  Sub-Advisor  agrees to
exercise the same degree of skill, care and diligence in performing its services
under this Agreement as the Sub-Advisor exercises in performing similar services
with  respect  to  other  fiduciary  accounts  for  which  the  Sub-Advisor  has
investment responsibilities, and that a prudent manager would exercise under the
circumstances.

     2. Duties of the Sub-Advisor.

          (a)  Investments.  The Sub-Advisor is hereby  authorized and directed,
     and hereby agrees,  subject to the stated investment  objectives,  policies
     and  restrictions  of each Fund as set forth in such Fund's  prospectus and
     statement of additional  information  as currently in effect and as amended
     from  time to  time  (collectively  referred  to as the  "Prospectus")  and
     subject to the directions of the Advisor and the Trust's Board of Trustees,
     to purchase,  hold and sell  investments for the Sub-Advisor  Assets and to
     monitor such  investments on an ongoing basis. In providing these services,
     the Sub-Advisor  will conduct an ongoing program of investment,  evaluation
     and, if appropriate,  sale and reinvestment of the Sub-Advisor  Assets. The
     Advisor  agrees to provide the  Sub-Advisor  information  concerning  (i) a
     Fund; (ii) its assets available or to become available for investment;  and
     (iii) the conditions of a Fund's or the Trust's  affairs as relevant to the
     Sub-Advisor.

          (b) Compliance with  Applicable  Laws,  Governing  Documents and Trust
     Compliance  Procedures.  In the  performance of its duties and  obligations
     under this Agreement,  the Sub-Advisor  shall,  with respect to Sub-Advisor
     Assets,  (i)  act  in  conformity  with:  (A)  the  Trust's  Agreement  and
     Declaration  of Trust (the  "Declaration  of Trust") and  By-Laws;  (B) the
     Prospectus;  (C) the policies and  procedures  for  compliance by the Trust
     with the  Federal  Securities  Laws (as that term is  defined in Rule 38a-1
     under the 1940 Act)  provided  to the  Sub-Advisor  (together,  the  "Trust
     Compliance  Procedures");  and (D) the instructions and directions received
     in writing from the Advisor or the Trustees of the Trust;  and (ii) conform
     to and comply with the  requirements of the 1940 Act, the Advisers Act, and
     all other federal laws applicable to registered  investment  companies' and
     Sub-Advisors'  duties  under this  Agreement.  The Advisor will provide the
     Sub-Advisor  with any materials or  information  that the  Sub-Advisor  may
     reasonably request to enable it to perform its duties and obligations under
     this Agreement.

          The Advisor  will  provide the  Sub-Advisor  with  reasonable  advance
     notice, in writing,  of: (i) any change in a Fund's investment  objectives,
     policies and  restrictions as stated in the Prospectus;  (ii) any change to
     the Trust's  Declaration of Trust or By-Laws;  or (iii) any material change
     in the Trust Compliance Procedures; and the Sub-Advisor, in the performance
     of its  duties  and  obligations  under this  Agreement,  shall  manage the
     Sub-Advisor Assets consistently with such changes, provided the Sub-Advisor
     has received  such prior notice of the  effectiveness  of such changes from
     the Trust or the  Advisor.  In addition to such notice,  the Advisor  shall
     provide to the  Sub-Advisor a copy of a modified  Prospectus  and copies of
     the revised Trust  Compliance  Procedures,  as applicable,  reflecting such
     changes.  The  Sub-Advisor  hereby  agrees to provide  to the  Advisor in a
     timely manner, in writing, such information relating to the Sub-Advisor and
     its  relationship  to, and  actions  for, a Fund as may be  required  to be
     contained in the  Prospectus  or in the Trust's  registration  statement on
     Form N-1A, or otherwise as reasonably requested by the Advisor.

          In order to assist the Trust and the Trust's Chief Compliance  Officer
     (the "Trust CCO") to satisfy the requirements contained in Rule 38a-1 under
     the 1940 Act, the  Sub-Advisor  shall  provide to the Trust CCO: (i) direct
     access to the  Sub-Advisor's  chief  compliance  officer (the  "Sub-Advisor
     CCO"),  as reasonably  requested by the Trust CCO; (ii)  quarterly  reports
     confirming  that the  Sub-Advisor  has complied  with the Trust  Compliance
     Procedures  in  managing  the  Sub-Advisor   Assets;  and  (iii)  quarterly
     certifications that there were no Material Compliance Matters (as that term
     is  defined by Rule  38a-1(e)(2))  that  arose  under the Trust  Compliance
     Procedures that related to the Sub-Advisor's  management of the Sub-Advisor
     Assets.

          (c) Sub-Advisor  Compliance  Policies and Procedures.  The Sub-Advisor
     shall promptly provide the Trust CCO with copies of: (i) the  Sub-Advisor's
     policies and procedures for compliance by the Sub-Advisor  with the Federal
     Securities Laws (together,  the "Sub-Advisor Compliance  Procedures"),  and
     (ii) any material  changes to the Sub-Advisor  Compliance  Procedures.  The
     Sub-Advisor  shall  cooperate  fully with the Trust CCO so as to facilitate
     the Trust CCO's performance of the Trust CCO's  responsibilities under Rule
     38a-1 to review,  evaluate  and report to the Trust's  Board of Trustees on
     the operation of the Sub-Advisor Compliance Procedures,  and shall promptly
     report to the Trust CCO any Material  Compliance  Matter  arising under the
     Sub-Advisor  Compliance  Procedures  involving the Sub-Advisor  Assets. The
     Sub-Advisor   shall  provide  to  the  Trust  CCO:  (i)  quarterly  reports
     confirming the  Sub-Advisor's  compliance with the  Sub-Advisor  Compliance
     Procedures in managing the Sub-Advisor Assets, and (ii) certifications that
     there were no Material  Compliance  Matters  involving the Sub-Advisor that
     arose  under  the  Sub-Advisor  Compliance  Procedures  that  affected  the
     Sub-Advisor  Assets.  At least annually,  the  Sub-Advisor  shall provide a
     certification  to the Trust CCO to the effect that the  Sub-Advisor  has in
     place and has  implemented  policies  and  procedures  that are  reasonably
     designed  to  ensure   compliance  by  the  Sub-Advisor  with  the  Federal
     Securities Laws.

          (d) Voting of Proxies.  Unless otherwise  instructed by the Advisor or
     the  Trust,   the  Sub-Advisor   shall  have  the  power,   discretion  and
     responsibility  to vote,  either in person or by proxy,  all  securities in
     which the  Sub-Advisor  Assets may be invested from time to time, and shall
     not be required to seek instructions from the Advisor, the Trust or a Fund.
     The  Sub-Advisor  shall also  provide its Proxy  Voting  Policy (the "Proxy
     Policy"),  and, if requested by the Advisor, a summary of such Proxy Policy
     suitable for including in the Prospectus, and will provide the Advisor with
     any material  amendment to the Proxy Policy within a reasonable  time after
     such amendment has taken effect. If both the Sub-Advisor and another person
     managing  assets  of a  Fund  have  invested  in  the  same  security,  the
     Sub-Advisor  and such other entity will each have the power to vote its pro
     rata share of the security.

          (e) Agent. Subject to any other written instructions of the Advisor or
     the Trust,  the  Sub-Advisor  is hereby  appointed  the  Advisor's  and the
     Trust's agent and  attorney-in-fact  for the limited  purposes of executing
     account  documentation,  agreements,  contracts and other  documents as the
     Sub-Advisor  shall be requested  by brokers,  dealers,  counterparties  and
     other persons in connection with its management of the Sub-Advisor  Assets,
     provided that, the Sub-Advisor's  actions in executing such documents shall
     comply with  federal  regulations,  all other  federal laws  applicable  to
     registered   investment   companies  and  the   Sub-Advisor's   duties  and
     obligations under this Agreement and the Trust's governing documents.

          (f)  Brokerage.  The  Sub-Advisor  will place  orders  pursuant to the
     Sub-Advisor's investment  determinations for a Fund either directly with an
     issuer or with any broker or dealer selected by the  Sub-Advisor,  pursuant
     to this  paragraph.  In  executing  portfolio  transactions  and  selecting
     brokers or dealers,  the Sub-Advisor  will use its best efforts to seek, on
     behalf of a Fund, the best overall  execution  available.  In assessing the
     best overall terms available for any  transaction,  the  Sub-Advisor  shall
     consider all factors that it deems  relevant,  including the breadth of the
     market in the security,  the price of the security, the financial condition
     and execution capability of the broker or dealer, and the reasonableness of
     the  commission,  if  any,  both  for  the  specific  transaction  and on a
     continuing  basis. In evaluating the best overall terms  available,  and in
     selecting  the broker or dealer to execute a  particular  transaction,  the
     Sub-Advisor may also consider the brokerage and research services (as those
     terms are defined in Section 28(e) of the Securities  Exchange Act of 1934,
     as amended (the "1934 Act"))  provided to a Fund and/or other accounts over
     which the Sub-Advisor may exercise investment  discretion.  The Sub-Advisor
     is authorized to pay to a broker or dealer who provides such  brokerage and
     research  services a commission for executing a portfolio  transaction  for
     any of the  Funds  that is in excess of the  amount of  commission  another
     broker or dealer would have charged for effecting that  transaction if, but
     only if, the Sub-Advisor  determines in good faith that such commission was
     reasonable in relation to the value of the brokerage and research  services
     provided  by such  broker or  dealer,  viewed  in terms of that  particular
     transaction or in terms of the overall  responsibilities of the Sub-Advisor
     to a Fund. Such  authorization is subject to termination at any time by the
     Board of Trustees of the Trust for any reason. In addition, the Sub-Advisor
     is authorized to allocate purchase and sale orders for portfolio securities
     to  brokers  or  dealers  that  are  affiliated   with  the  Advisor,   the
     Sub-Advisor,  the Trust's principal underwriter,  or other sub-advisors (if
     applicable) if the Sub-Advisor believes that the quality of the transaction
     and  the  commission  are  comparable  to what  they  would  be with  other
     qualified firms, and provided that the transactions are consistent with the
     Trust's Rule 17e-1 and Rule 10f-3 procedures. The Advisor will identify all
     brokers and dealers affiliated with the Trust, the Advisor, and the Trust's
     principal  underwriter  (and the other  Sub-Advisors  of the  Fund,  to the
     extent such  information  is necessary for the  Sub-Advisor  to comply with
     applicable  federal  securities laws), other than those whose sole business
     is  the  distribution  of  mutual  fund  shares,   who  effect   securities
     transactions  for customers.  The Advisor shall promptly  furnish a written
     notice to the  Sub-Advisor  if the  information  so  provided  is no longer
     accurate.

          In  connection  with its  management  of the  Sub-Advisor  Assets  and
     consistent  with its  fiduciary  obligation to the  Sub-Advisor  Assets and
     other clients, the Sub-Advisor,  to the extent permitted by applicable laws
     and  regulations,  may, but shall be under no obligation to,  aggregate the
     securities or futures  contracts to be sold or purchased in order to obtain
     the most  favorable  price or lower  brokerage  commissions  and  efficient
     execution. In such event, allocation of the securities or futures contracts
     so purchased or sold, as well as the expenses  incurred in the transaction,
     will be made by the Sub-Advisor in the manner the Sub-Advisor  considers to
     be,  over  time,  the most  equitable  and  consistent  with its  fiduciary
     obligations to the Sub-Advisor's Assets and to such other clients.

          (g) Securities Transactions.  In no instance will any Fund's portfolio
     securities be purchased from or sold to the Advisor,  the Sub-Advisor,  the
     Trust's  principal  underwriter,  or any affiliated  person the Trust,  the
     Advisor,  the Sub-Advisor or the Trust's principal  underwriter,  acting as
     principal in the transaction, except to the extent permitted by the SEC and
     the 1940 Act, including Rule 17a-7 thereunder.

          The Sub-Advisor  acknowledges  that the Advisor and the Trust may rely
     on Rule 17a-7,  Rule 17a-10,  Rule 10f-3,  Rule 12d3-1 and Rule 17e-1 under
     the 1940 Act, and the  Sub-Advisor  hereby agrees that it shall not consult
     with any other  sub-advisor  to the Trust with respect to  transactions  in
     securities for the  Sub-Advisor  Assets or any other  transactions of Trust
     assets.

          The  Sub-Advisor is authorized to engage in  transactions in which the
     Sub-Advisor, or an affiliate of the Sub-Advisor,  acts as a broker for both
     the  Fund  and for  another  party  on the  other  side of the  transaction
     ("agency cross transactions"). The Sub-Advisor shall effect any such agency
     cross  transactions in compliance with Rule 206(3)-2 under the Advisers Act
     and any other  applicable  provisions  of the federal  securities  laws and
     shall  provide the Advisor with  periodic  reports  describing  such agency
     cross transactions.  By execution of this Agreement, the Advisor authorizes
     the  Sub-Advisor or its affiliates to engage in agency cross  transactions,
     as  described  above.  The  Advisor  may revoke its  consent at any time by
     written notice to the Sub-Advisor.

          The Sub-Advisor hereby represents that it has implemented policies and
     procedures  that will prevent the  disclosure  by it, its  employees or its
     agents of the Trust's portfolio holdings to any person or entity other than
     the Advisor,  the Trust's custodian,  or other persons expressly designated
     by  the  Advisor.   Notwithstanding  the  foregoing,   Advisor  agrees  and
     understands  that certain  funds that are  sub-advised  by the  Sub-Advisor
     ("GMO Subadvised  Funds") and separate  accounts managed by the Sub-Advisor
     ("GMO Separate Account Clients") may have substantially  similar investment
     objectives   and   strategies  as  the  Trust  and  therefore   potentially
     substantially  similar portfolio  holdings as the Trust. The GMO Subadvised
     Funds may permit  disclosure of portfolio  holdings  pursuant to the funds'
     respective  portfolio  holdings  disclosure  policies  and the GMO Separate
     Account Clients may have access to their portfolio  holdings and may not be
     subject to portfolio holdings disclosure policies.

          (h) Code of Ethics.  The  Sub-Advisor  hereby  represents  that it has
     adopted  policies  and  procedures  and a code  of  ethics  that  meet  the
     requirements  of Rule 17j-1  under the 1940 Act and Rule  204A-1  under the
     Advisers Act. Copies of such policies and procedures and code of ethics and
     any changes or  supplements  thereto  shall be delivered to the Advisor and
     the Trust, and any material violation of such policies,  and procedures and
     code of ethics by personnel of the  Sub-Advisor,  the sanctions  imposed in
     response  thereto,  and  any  issues  arising  under  such  policies,   and
     procedures  and code of ethics  shall be  reported  to the  Advisor and the
     Trust at the times and in the format  reasonably  requested  by the Advisor
     and the Board of Trustees.

          (i)  Books  and  Records.  The  Sub-Advisor  shall  maintain  separate
     detailed  records of all  matters  pertaining  to the  Sub-Advisor  Assets,
     including,   without  limitation,   brokerage  and  other  records  of  all
     securities  transactions.   Any  records  required  to  be  maintained  and
     preserved  pursuant  to  the  provisions  of  Rule  31a-1  and  Rule  31a-2
     promulgated  under  the 1940 Act that are  prepared  or  maintained  by the
     Sub-Advisor  on behalf of the Trust are the  property of the Trust and will
     be surrendered  promptly to the Trust upon request. The Sub-Advisor further
     agrees to preserve for the periods  prescribed in Rule 31a-2 under the 1940
     Act the records  required to be maintained  under Rule 31a-1 under the 1940
     Act.

          (j) Information  Concerning  Sub-Advisor  Assets and the  Sub-Advisor.
     From time to time as the Advisor,  and any  consultants  designated  by the
     Advisor,  or the  Trust may  request,  the  Sub-Advisor  will  furnish  the
     requesting   party  reports  on  portfolio   transactions  and  reports  on
     Sub-Advisor  Assets  held  in the  portfolio,  all in  such  detail  as the
     Advisor,  its  consultant(s)  or the  Trust  may  reasonably  request.  The
     Sub-Advisor   will   provide  the  Advisor  with   information   (including
     information  that is  required  to be  disclosed  in the  Prospectus)  with
     respect to the portfolio managers  responsible for Sub-Advisor  Assets, any
     changes in the portfolio managers  responsible for Sub-Advisor  Assets, any
     changes in the ownership or management of the  Sub-Advisor,  or of material
     changes in the control of the  Sub-Advisor.  The Sub-Advisor  will promptly
     notify  the  Advisor of any  pending  investigation,  material  litigation,
     administrative proceeding or any other significant regulatory inquiry. Upon
     reasonable  request,  the Sub-Advisor  will make available its officers and
     employees  to meet  with  the  Trust's  Board of  Trustees  to  review  the
     Sub-Advisor Assets.

          (k) Valuation of Sub-Advisor  Assets. . As requested by the Advisor or
     the Trust's Valuation  Committee,  the Sub-Advisor hereby agrees to provide
     additional  assistance to the Valuation Committee of the Trust, the Advisor
     and the Trust's  pricing agents in valuing  Sub-Advisor  Assets held in the
     portfolio.  Such  assistance may include  information  regarding fair value
     pricing  of  portfolio  securities,   as  requested  by  the  Advisor.  The
     Sub-Advisor  further  agrees that it will appoint a contact person that the
     Advisor may contact to discuss such valuation issues.  The Sub-Advisor also
     will  provide  such  information  or perform  such  additional  acts as are
     customarily  performed by a  Sub-Advisor  and may be required for a Fund or
     the Advisor to comply with their  respective  obligations  under applicable
     federal securities laws, including,  without limitation,  the 1940 Act, the
     Advisers  Act, the 1934 Act, the  Securities  Act of 1933,  as amended (the
     "Securities Act"), and any rule or regulation thereunder.

          (l) Custody  Arrangements.  The Sub-Advisor shall provide the Advisor,
     its consultant(s) and the Trust's custodian such information as the Advisor
     and  the  Trust's   custodian  may  reasonably   request  relating  to  all
     transactions concerning the Sub-Advisor Assets.

          (m) Historical Performance  Information.  To the extent agreed upon by
     the  parties,  the  Sub-Advisor  will  provide  the Trust  with  historical
     performance  information on similarly managed  investment  companies or for
     other  accounts  to be  included  in the  Prospectus  or for any other uses
     permitted by applicable law.

          (n) Regulatory  Examinations.  The Sub-Advisor will cooperate promptly
     and fully with the Advisor and/or the Trust in responding to any regulatory
     or compliance  examinations or inspections (including information requests)
     relating to the Trust,  the Fund or the Advisor brought by any governmental
     or regulatory authorities having appropriate jurisdiction  (including,  but
     not limited to, the SEC).

     3. Independent Contractor.  In the performance of its duties hereunder, the
Sub-Advisor  is and shall be an independent  contractor  and,  unless  otherwise
expressly  provided  herein or otherwise  authorized  in writing,  shall have no
authority to act for or represent a Fund, the Trust or the Advisor in any way or
otherwise be deemed an agent of a Fund, the Trust or the Advisor.

     4. Services to Other  Clients.  Nothing  herein  contained  shall limit the
freedom of the Sub-Advisor or any affiliated person of the Sub-Advisor to render
investment  advisory,   supervisory  and  other  services  to  other  investment
companies,  to act as  investment  adviser  or  investment  counselor  to  other
persons, firms or corporations, or to engage in other business activities. It is
understood  that the  Sub-Advisor  may give advice and take action for its other
clients  that may differ  from advice  given,  or the timing or nature of action
taken, for a Fund. The Sub-Advisor is not obligated to initiate transactions for
a Fund in any security  that the  Sub-Advisor,  its  principals,  affiliates  or
employees may purchase or sell for its or their own accounts or other clients.

     5. Expenses.  During the term of this Agreement,  the Sub-Advisor  will pay
all  expenses  incurred  by it in  connection  with its  activities  under  this
Agreement, other than the costs of securities, commodities and other investments
(including  brokerage   commissions  and  other  transaction  charges,  if  any)
purchased or otherwise  acquired,  or sold or otherwise disposed of, for a Fund.
The Sub-Advisor, at its sole expense, shall employ or associate itself with such
persons as it believes to be  particularly  fitted to assist it in the execution
of its duties under this  Agreement.  The Trust or the Advisor,  as the case may
be,  shall  reimburse  the  Sub-Advisor  for any  expenses as may be  reasonably
incurred  by the  Sub-Advisor,  at the request of and on behalf of a Fund or the
Advisor.  The  Sub-Advisor  shall keep and  supply to the Trust and the  Advisor
reasonable records of all such expenses.

     6.  Compensation.  For the services  provided and the expenses assumed with
respect to a Fund pursuant to this Agreement,  the Sub-Advisor  will be entitled
to the fee listed for the Fund(s) on Exhibit A. Such fees will be computed daily
and payable in arrears no later than the seventh  (7th)  business day  following
the end of each month,  on behalf of the Fund(s),  calculated  at an annual rate
based on the Sub-Advisor Assets' average daily net assets.

     If this Agreement is terminated prior to the end of any calendar month, the
fee shall be prorated for the portion of any month in which this Agreement is in
effect  according to the proportion  which the number of calendar  days,  during
which this  Agreement is in effect,  bears to the number of calendar days in the
month, and shall be payable within ten (10) days after the date of termination.

     7.  Representations  and  Warranties of the  Sub-Advisor.  The  Sub-Advisor
represents and warrants to the Advisor and the Trust as follows:

          (a) The  Sub-Advisor is registered as an investment  adviser under the
     Advisers Act;

          (b) The Sub-Advisor is a limited liability company, duly organized and
     validly existing under the laws of Massachusetts, with the power to own and
     possess its assets and carry on its business as it is now being conducted;

          (c) The execution, delivery and performance by the Sub-Advisor of this
     Agreement are within the Sub-Advisor's  powers and has been duly authorized
     and no action by or in respect of, or filing with, any  governmental  body,
     agency or  official  is  required  on the part of the  Sub-Advisor  for the
     execution,  delivery and  performance by the Sub-Advisor of this Agreement,
     and the  execution,  delivery and  performance  by the  Sub-Advisor of this
     Agreement do not contravene or constitute a default under (i) any provision
     of applicable  law, rule or regulation;  (ii) the  Sub-Advisor's  governing
     instruments; or (iii) any agreement, judgment, injunction, order, decree or
     other instrument binding upon the Sub-Advisor; and

          (d) The Form ADV of the Sub-Advisor previously provided to the Advisor
     (a copy of which is attached as Exhibit B to this  Agreement) is a true and
     complete  copy  of the  form  as  currently  filed  with  the  SEC  and the
     information  contained  therein is accurate  and  complete in all  material
     respects and does not omit to state any material fact necessary in order to
     make the statements  made, in light of the  circumstances  under which they
     are made, not misleading. The Sub-Advisor will promptly provide the Advisor
     and the Trust with a complete copy of all subsequent amendments to its Form
     ADV.

          (e) The  Sub-Advisor  currently  carries with companies  acceptable to
     Mercer  professional  errors  and  omissions  liability  covering  services
     provided  hereunder by the Sub-Advisor  with a combined single limit of not
     less than $5,000,000 per claim and $10,000,000 in the aggregate annually.

          (f) The Sub-Advisor  agrees to furnish to the Advisor  certificates of
     insurance  in form  and  substance  reasonably  acceptable  to the  Advisor
     evidencing the specified  coverages and will not  materially  change (other
     than to increase the level of coverage) or terminate any of such  coverages
     without  at  least  30 days'  prior  written  notice  to the  Advisor.  The
     Sub-Advisor  further  agrees to notify the Advisor as soon as possible when
     the  Sub-Advisor   receives  notice  of  any  adverse  material  change  or
     termination of the specified coverages.

     8.  Representations  and Warranties of the Advisor.  The Advisor represents
and warrants to the Sub-Advisor and the Trust as follows:

          (a) The  Advisor is  registered  as an  investment  adviser  under the
     Advisers Act;

          (b) The Advisor is a corporation  duly organized and validly  existing
     under the laws of the State of Delaware,  with the power to own and possess
     its assets and carry on its business as it is now being conducted;

          (c) The  execution,  delivery and  performance  by the Advisor of this
     Agreement are within the Advisor's  powers and have been duly authorized by
     all necessary  action on the part of its Board of Directors,  and no action
     by or in respect  of, or filing  with,  any  governmental  body,  agency or
     official is required on the part of the Advisor for the execution, delivery
     and  performance  by the  Advisor  of this  Agreement,  and the  execution,
     delivery and performance by the Advisor of this Agreement do not contravene
     or constitute a default under (i) any provision of applicable  law, rule or
     regulation;   (ii)  the  Advisor's  governing  instruments;  or  (iii)  any
     agreement,  judgment, injunction, order, decree or other instrument binding
     upon the Advisor;

          (d)  The  Advisor   acknowledges  that  it  received  a  copy  of  the
     Sub-Advisor's  Form ADV (a copy of which is attached as Exhibit B) prior to
     the execution of this Agreement;

          (e) The  Advisor  and the Trust have duly  entered  into the  Advisory
     Agreement  pursuant to which the Trust authorized the Advisor to enter into
     this Agreement; and

          (f) The Advisor and the Trust have policies and procedures designed to
     detect and deter disruptive trading  practices,  including "market timing,"
     and the Advisor and the Trust each agree that they will continue to enforce
     and abide by such  policies and  procedures,  as amended from time to time,
     and comply with all existing and future laws relating to such matters or to
     the purchase and sale of interests in the Funds generally.

     9. Survival of Representations and Warranties;  Duty to Update Information.
All  representations  and  warranties  made by the  Sub-Advisor  and the Advisor
pursuant to Sections 7 and 8 of this Agreement,  respectively, shall survive for
the duration of this Agreement and the parties hereto shall promptly notify each
other in writing upon becoming  aware that any of the foregoing  representations
and warranties are no longer true.

     10. Liability and Indemnification.

          (a)  Liability.  The duties of the  Sub-Advisor  shall be  confined to
     those expressly set forth herein,  with respect to the Sub-Advisor  Assets.
     The  Sub-Advisor  shall  not be  liable  for any  loss  arising  out of any
     portfolio investment or disposition hereunder, except a loss resulting from
     willful  misfeasance,  bad faith or gross  negligence in the performance of
     its  duties,  or by reason of reckless  disregard  of its  obligations  and
     duties  hereunder,  except as may otherwise be provided under provisions of
     applicable  state law that  cannot be waived or modified  hereby.  Under no
     circumstances  shall the  Sub-Advisor be liable for any loss arising out of
     any act or omission taken by another sub-advisor, or any other third party,
     in  respect  of any  portion  of the  Trust's  assets  not  managed  by the
     Sub-Advisor pursuant to this Agreement.

          (b) Indemnification.  The Sub-Advisor shall indemnify the Advisor, the
     Trust  and each  Fund,  and their  respective  affiliates  and  controlling
     persons (the  "Sub-Advisor  Indemnified  Persons")  for any  liability  and
     expenses,  including  reasonable  attorneys' fees,  which the Advisor,  the
     Trust or a Fund and their respective affiliates and controlling persons may
     sustain as a result of the Sub-Advisor's  willful  misfeasance,  bad faith,
     gross negligence, or reckless disregard of its duties hereunder;  provided,
     however, that the Sub-Advisor  Indemnified Persons shall not be indemnified
     by the  Sub-Advisor for any liability or expenses which may be sustained as
     a result of the Advisor's willful misfeasance,  bad faith,  negligence,  or
     reckless disregard of its duties hereunder.

          The Advisor shall  indemnify the  Sub-Advisor,  its affiliates and its
     controlling persons (the "Advisor  Indemnified  Persons") for any liability
     and expenses, including reasonable attorneys' fees, howsoever arising from,
     or in  connection  with,  the  Advisor's  breach of this  Agreement  or its
     representations  and  warranties  herein  or as a result  of the  Advisor's
     willful  misfeasance,  bad faith,  negligence,  reckless  disregard  of its
     duties hereunder or violation of applicable law;  provided,  however,  that
     the Advisor Indemnified Persons shall not be indemnified by the Advisor for
     any  liability  or  expenses  which  may be  sustained  as a result  of the
     Sub-Advisor's  willful  misfeasance,  bad faith,  negligence,  or  reckless
     disregard of its duties hereunder.

     11. Duration and Termination.

          (a) Duration.  This  Agreement,  unless sooner  terminated as provided
     herein, shall for the Fund(s) listed on Exhibit A attached hereto remain in
     effect from the date of execution (the "Effective  Date"),  until two years
     from the Effective Date, and  thereafter,  for periods of one year, so long
     as such continuance  thereafter is specifically  approved at least annually
     (i) by the vote of a majority  of those  Trustees  of the Trust who are not
     interested  persons  of any  party to this  Agreement,  cast in person at a
     meeting called for the purpose of voting on such approval,  and (ii) by the
     Trustees  of the  Trust,  or by the vote of a majority  of the  outstanding
     voting  securities  of each Fund  (except  as such vote may be  unnecessary
     pursuant  to relief  granted  by an  exemptive  order  from the  SEC).  The
     foregoing  requirement  that continuance of this Agreement be "specifically
     approved at least annually" shall be construed in a manner  consistent with
     the 1940 Act and the rules and regulations thereunder.

          (b)  Termination.  This  Agreement may be terminated as to any Fund at
     any time, without the payment of any penalty by: (i) the vote of a majority
     of the  Trustees of the Trust,  the vote of a majority  of the  outstanding
     voting  securities of the Fund, or the Advisor,  or (ii) the Sub-Advisor on
     not less than 90 days  written  notice to the Advisor  and the Trust.  This
     Agreement  may also be  terminated  as to any Fund at any time by any party
     hereto immediately upon written notice to the other parties in the event of
     a breach of any provision to this Agreement by any of the parties.

          This Agreement shall not be assigned and shall terminate automatically
     in the event of its assignment,  except as provided  otherwise by any rule,
     exemptive order issued by the SEC, or No Action Letter provided or pursuant
     to the 1940 Act, or upon the termination of the Advisory Agreement.  In the
     event that there is a proposed  change in control of the  Sub-Advisor  that
     would act to terminate this Agreement, if a vote of shareholders to approve
     continuation  of this  Agreement  is at that time  deemed by counsel to the
     Trust to be required by the 1940 Act or any rule or regulation  thereunder,
     the  Sub-Advisor  agrees to assume all  reasonable  costs  associated  with
     soliciting  shareholders of the appropriate Fund(s) of the Trust to approve
     continuation  of  this  Agreement.  Such  expenses  include  the  costs  of
     preparation and mailing of a proxy statement, and of soliciting proxies. In
     the event that such  proposed  change in control of the  Sub-Advisor  shall
     occur  following  either:  (i)  receipt by the  Advisor and the Trust of an
     exemptive  order  issued  by the SEC with  respect  to the  appointment  of
     sub-advisors absent shareholder  approval, or (ii) the adoption of proposed
     Rule  15a-5  under  the 1940 Act,  the  Sub-Advisor  agrees  to assume  all
     reasonable costs and expenses  (including the costs of mailing)  associated
     with the  preparation  of a statement,  required by the exemptive  order or
     Rule 15a-5,  containing all  information  that would be included in a proxy
     statement (an  "Information  Statement").  In addition,  if the Sub-Advisor
     shall resign,  the  Sub-Advisor  agrees to assume all reasonable  costs and
     expenses  (including the costs of mailing)  associated with the preparation
     of an Information Statement.

          This  Agreement  shall  extend  to  and  bind  the  heirs,  executors,
     administrators and successors of the parties hereto.

     12.  Amendment.  This  Agreement  may be amended  by mutual  consent of the
parties, provided that the terms of any material amendment shall be approved by:
(a) the  Trust's  Board of  Trustees,  and (b) the vote of a  majority  of those
Trustees  of the  Trust  who are not  interested  persons  of any  party to this
Agreement  cast in person at a meeting  called for the purpose of voting on such
approval,  if such approval is required by applicable law, and unless  otherwise
permitted  pursuant to exemptive relief granted by the SEC or No Action position
granted  by the  SEC or  its  staff,  by a vote  of  the  majority  of a  Fund's
outstanding securities.

     13. Confidentiality.  Any information or recommendations supplied by either
the Advisor or the  Sub-Advisor,  that are not otherwise in the public domain or
previously  known to the other party in connection  with the  performance of its
obligations and duties  hereunder,  including  portfolio  holdings of the Trust,
financial  information  or  other  information  relating  to  a  party  to  this
Agreement, are to be regarded as confidential  ("Confidential  Information") and
held in the strictest confidence. Except as may be required by applicable law or
rule or as requested by regulatory  authorities having jurisdiction over a party
to this  Agreement,  Confidential  Information  may be used only by the party to
which said  information  has been  communicated  and such other  persons as that
party  believes are necessary to carry out the purposes of this  Agreement,  the
custodian,  and such persons as the Advisor may designate in connection with the
Sub-Advisor Assets.  Nothing in this Agreement shall be construed to prevent the
Sub-Advisor  from giving other entities  investment  advice about, or trading on
their behalf, in the securities of a Fund or the Advisor.

     14.  Use  of   Sub-Advisor's   Name.  If  the  Advisor  seeks  to  use  the
Sub-Advisor's  name  in  the  marketing  of  the  Fund,  it  shall  furnish  the
Sub-Advisor at its principal  office drafts of all materials  (including but not
limited to prospectuses,  proxy statements and reports to shareholders) prepared
for  distribution  to  shareholders of the Fund or the public which refer to the
Sub-Advisor  in any way for approval prior to  distribution.  All such materials
shall be subject to the review and consent (such consent to not be  unreasonably
withheld)  of the  Sub-Advisor  at least five days prior to use. If Advisor does
not  receive a response  from the  Sub-Advisor  with  respect to such  materials
within  five  business  days,  such  materials  shall be deemed  accepted by the
Sub-Advisor.

     15.  Notice.  Any  notice,  advice or report to be given  pursuant  to this
Agreement  shall be deemed  sufficient  if  delivered  or mailed by  registered,
certified  or  overnight  mail,  postage  prepaid  addressed by the party giving
notice to the other party at the last address furnished by the other party:

                  (a)      If to the Advisor:

                           Mercer Global Investments, Inc.
                           1166 Avenue of the Americas
                           New York, NY  10036
                           Attention:  Chief Counsel

                  (b)      If to the Sub-Advisor:

                           Grantham, Mayo, Van Otterloo & Co. LLC
                           40 Rowes Wharf
                           Boston, MA  02110
                           Attention:  General Counsel


     16. Governing Law. This Agreement shall be governed by the internal laws of
the State of New York without  regard to conflict of law  principles;  provided,
however that nothing  herein shall be construed as being  inconsistent  with the
1940 Act.  Where the effect of a  requirement  of the 1940 Act  reflected in any
provision  of this  Agreement is altered by a rule,  regulation  or order of the
SEC, whether of special or general  application,  such provision shall be deemed
to incorporate the effect of such rule, regulation or order.

     17. Entire  Agreement.  This  Agreement  embodies the entire  agreement and
understanding  between the parties hereto,  and supersedes all prior  agreements
and understandings  relating to this Agreement's  subject matter. This Agreement
may be executed in any number of counterparts,  each of which shall be deemed to
be an original,  but such  counterparts  shall,  together,  constitute  only one
instrument.

     18. Severability.  If any provision of this Agreement shall be held or made
invalid by a court decision,  statute, rule or otherwise,  the remainder of this
Agreement shall not be affected thereby.

     19. Certain  Definitions.  For the purposes of this Agreement and except as
otherwise   provided   herein,   "interested   person,"   "affiliated   person,"
"affiliates," "controlling persons" and "assignment" shall have their respective
meanings as set forth in the 1940 Act, subject,  however,  to such exemptions as
may be granted by the SEC,  and the term "Fund" or "Funds"  shall refer to those
Fund(s) for which the Sub-Advisor provides investment management services and as
are listed on Exhibit A to this Agreement.

     20. Captions. The captions herein are included for convenience of reference
only and shall be ignored in the construction or interpretation hereof.

     IN WITNESS  WHEREOF,  the parties hereto have executed this Agreement as of
the day and year first written above.



ADVISOR
MERCER GLOBAL INVESTMENTS, INC.




By:  /s/ David M. Goldenberg
     David M. Goldenberg
     Chief Counsel

SUB-ADVISOR
GRANTHAM, MAYO, VAN OTTERLOO & CO. LLC



By:    /s/ Scott D. Hogan
Name:  Scott D. Hogan
Title: Legal Counsel



By:    /s/ Gregory L. Pottle
Name:  Gregory L. Pottle
Title: Legal Counsel




                                                                       EXHIBIT A


                             SUB-ADVISORY AGREEMENT

                                     BETWEEN

                         MERCER GLOBAL INVESTMENTS, INC.
                                       AND
                     GRANTHAM, MAYO, VAN OTTERLOO & CO. LLC


                                  July 1, 2005

                           MGI NON-US CORE EQUITY FUND

FEE SCHEDULE


ASSETS                                                          ANNUAL FEE

On first $50 Million                                              .65%
On next $50 Million                                               .50%
On next $100 Million                                              .45%
On next $200 Million                                              .40%
Over $400 million                                                 .35%


                                                                       EXHIBIT B



                     GRANTHAM, MAYO, VAN OTTERLOO & CO. LLC

                                    FORM ADV


                                (Please attach)