Exhibit No. EX-99.d.19



                             SUB-ADVISORY AGREEMENT


     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").

     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 Advisory 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 Declaration of Trust,  By-Laws or Trust Compliance  Procedures,
     as applicable,  reflecting such changes. The Sub-Advisor hereby agrees upon
     request 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  Declaration  of Trust and the
     Trust's By-Laws.

          (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 and/or other  accounts  over which the  Sub-Advisor  may exercise
     investment discretion.  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 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 Fund with  respect to  transactions  in
     securities for the  Sub-Advisor  Assets or any other  transactions  of Fund
     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.

          (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,  provided  that the
     Sub-Advisor may retain copies.  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. The Sub-Advisor agrees to monitor
     the Sub-Advisor Assets and to notify the Advisor or its designee on any day
     that the Sub-Advisor  determines that a significant event has occurred with
     respect to one or more securities held in the Sub-Advisor  Assets after the
     close of the applicable domestic or foreign exchange or market but before a
     Fund's net asset value  calculation.  For purposes of this Section  2(k), a
     "significant  event"  means  an  event  that  will  affect  the  value of a
     security.  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 fair value pricing of portfolio securities, as requested by the
     Advisor.  The  Sub-Advisor  agrees  that  it will  act,  at all  times,  in
     accordance  with the Trust's  Valuation  Procedures,  and will provide such
     certifications  or  sub-certifications  relating to its compliance with the
     Trust's Valuation  Procedures as reasonably may be requested,  from time to
     time, by the Advisor or the Trust.

          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, on each business day, 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, from the Trust on behalf of the Fund(s), calculated at an
annual rate based on the Sub-Advisor Assets' 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  corporation,  duly  organized  and validly
     existing under the laws of Minnesota, 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 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  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 (or in the case
     of Part II of Form ADV, as  currently  provided  to clients or  prospective
     clients), 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 material amendments to its Form ADV.

     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  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 the Advisor, another sub-advisor, or any other
     third party, or in respect of any portion of the Trust's assets not managed
     by the Sub-Advisor pursuant to this Agreement. Under no circumstances shall
     either  party  hereto  be liable to the  other  for  special,  punitive  or
     consequential damages,  arising under or in connection with this Agreement,
     even if previously informed of the possibility of such damages.

          (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,
     negligence,  or  reckless  disregard  of its  duties  hereunder;  provided,
     however, that the Sub-Advisor  Indemnified Persons shall not be indemnified
     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 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,  if 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;  provided  that  Sub-Advisor  shall  not  be
     responsible for the amount of such costs in excess of $25,000.

          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.  During the term of this  Agreement,  the
Advisor shall have permission to use the Sub-Advisor's  name in the marketing of
the Fund,  and agrees to furnish the  Sub-Advisor  at its  principal  office all
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.

     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:

              Winslow Capital Management, Inc.
              4720 IDS Tower
              80 South Eighth Street
              Minneapolis, MN 55402
              Attention: Jean A. Baillon

     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/ Ravi Venkataraman
         Ravi Venkataraman
         Chief Investment Officer


SUB-ADVISOR
WINSLOW CAPITAL MANAGEMENT, INC.


By:  /s/ Clark J. Winslow
         Clark J. Winslow
         Chief Executive Officer
         Chief Investment Officer



                                                                       EXHIBIT A


                             SUB-ADVISORY AGREEMENT

                     BETWEEN MERCER GLOBAL INVESTMENTS, INC.
                                       AND
                        WINSLOW CAPITAL MANAGEMENT, INC.

                                  June 11, 2007

                       MGI US LARGE CAP GROWTH EQUITY FUND

FEE SCHEDULE


ASSETS                                           COMPENSATION

On the first $100 million                            0.40%
On the next $200 million                             0.30%
On all assets above $300 million                     0.20%



Computation

As soon as practicable  after the end of each month, the Sub-Advisor  shall send
to the Advisor a calculation (the "Calculation") in reasonable detail of the fee
for the month  then  ended as of the close of  business  on the last day of such
month.  The Advisor may approve or disapprove  the  Calculation  within ten (10)
business  days of its  receipt.  In the  event  that  the  Calculation  has been
accurately prepared in accordance with the terms of this Agreement,  the Advisor
shall pay the fee to the  Sub-Advisor.  In the event of a  dispute  between  the
parties regarding the accuracy of the Calculation,  it is hereby agreed that all
discussions in resolution of such dispute will be conducted promptly and in good
faith.

The  foregoing  fee shall be accrued  for each  calendar  day and the sum of the
daily fee  accruals  shall be paid  monthly  in  arrears  by the  Advisor to the
Sub-Advisor  as described  herein.  The daily fee  accruals  will be computed by
multiplying  the fraction of one over the number of calendar days in the year by
the applicable  annual rate set forth in the schedule above and multiplying this
product  by the  net  assets  of  the  Sub-Advisors  Assets,  as  determined  in
accordance  with the  Prospectus  as of the close of  business  on the  previous
business  day on which the Trust was open for  business.  If this  Agreement  is
terminated  prior to the end of any  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.










                                                                       EXHIBIT B

SUB-ADVISOR


FORM ADV


(Please attach)