EX-99.d.11.iii





               THIRD AMENDMENT TO INVESTMENT MANAGEMENT AGREEMENT

     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 28th day of
February, 2008.

                                    RECITALS

     WHEREAS,  the  Agreement  provides  that the parties may mutually  agree to
supplement or amend any provision of the Agreement; and

     WHEREAS,  the Sub-Adviser  manages certain investments on behalf of the MGI
Funds  (the  "Trust")  under the  Agreement,  as  amended,  with  respect to the
following Fund:

                MGI Non-US Core Equity Fund, a series of the MGI Funds; and

     WHEREAS, the Sub-Adviser and Advisor wish to amend the Agreement:

                                    AGREEMENT

     NOW THEREFORE,  in consideration of the promises and mutual  agreements set
forth herein, the parties hereby agree to amend the Agreement, as follows:

     1.   Exhibit A, the Fee Schedule of the Sub-Advisory  Agreement,  is hereby
          deleted in its entirety and replaced with Exhibit A to this Amendment:
          and

     2.   All other terms and  provisions of the  Sub-Advisory  Agreement  shall
          remain in full force and effect, except as modified hereby.



Mercer Global Investments, Inc.                AllianceBernstein L.P.
                                               By: AllianceBernstein Corporation,
                                                      Its General Partner

By:   /s/ Ravi Venkataraman                     By: /s/ Louis T. Mangan
Name:   Ravi Venkataraman                       Name:  Louis T. Mangan
Title:   Vice President & Head of U.S.      Title: Assistant Secretary




                                                                       EXHIBIT A

                             SUB-ADVISORY AGREEMENT

                                     BETWEEN

                         MERCER GLOBAL INVESTMENTS, INC.
                                       AND
                             ALLIANCEBERNSTEIN L.P.

                        Effective Date: February 28, 2008

                           MGI NON-US CORE EQUITY FUND

FEE SCHEDULE

INTERNATIONAL LARGE CAP GROWTH

ASSETS                                              COMPENSATION

on the first $25 million                             0.72%
on the next $25 million                              0.54%
on the next $50 million                              0.45%
on assets over $100 million                          0.36%


INTERNATIONAL VALUE

ASSETS                                              COMPENSATION

on the first $25 million                             0.72%
on the next $25 million                              0.54%
on the next $50 million                              0.45%
on assets over $100 million                          0.36%


     Global Fee Arrangement:  The parties hereto agree that the fee schedule set
forth herein shall apply to all  relationship  assets  relating to portfolios of
Mercer Global Investments, Inc. and its affiliates (collectively, "MGI") managed
by the Sub-Advisor  and each of its  affiliates.  For the purpose of determining
"relationship  assets",  all MGI portfolios  managed by the  Sub-Adviser and its
affiliates worldwide in an applicable investment strategy will be added together
and applied against the relevant fee schedule set forth herein. The fee schedule
above shall apply so long as the MGI  "relationship  assets" are in at least two
investment  strategies  offered by the Sub-Adviser  and aggregated  assets in at
least one investment strategy are greater than $25 million.