Mercer Funds Sample Contracts

RECITALS
Sub-Advisory Agreement • July 27th, 2007 • MGI Funds
INVESTMENT MANAGEMENT AGREEMENT MGI FUNDS
Investment Management Agreement • July 28th, 2006 • MGI Funds • New York
Exhibit No. EX-99.a.1 AMENDED AND RESTATED AGREEMENT AND DECLARATION OF TRUST
Agreement and Declaration of Trust • August 5th, 2005 • MGI Funds
RECITALS
Investment Management Agreement • July 27th, 2007 • MGI Funds
SUB-ADVISORY AGREEMENT
Sub-Advisory Agreement • July 26th, 2024 • Mercer Funds • New York

AGREEMENT made as of the ___ day of ________, 2024 by and between Mercer Investments LLC, a Delaware limited liability company (the “Advisor”), and BennBridge Ltd, a limited company incorporated under the laws of England and Wales (the “Sub-Advisor”).

DISTRIBUTION AGREEMENT
Distribution Agreement • March 29th, 2019 • Mercer Funds • Delaware

THIS AGREEMENT is made and entered into as of this 1st day of April, 2019 by and between Mercer Funds, a Delaware statutory trust (the “Client”) and MGI Funds Distributors, LLC, a Delaware limited liability company (the “Distributor”) (the “Agreement”).

DELEGATION AGREEMENT
Delegation Agreement • July 28th, 2006 • MGI Funds
EXHIBIT A THIS EXHIBIT A, dated as of May 25, 2006 is Exhibit A to that certain Underwriting Agreement dated as of July 1, 2005, between MFDI and MGI Funds.
Underwriting Agreement • July 28th, 2006 • MGI Funds

THIS EXHIBIT A, dated as of May 25, 2006 is Exhibit A to that certain Underwriting Agreement dated as of July 1, 2005, between MFDI and MGI Funds.

SUB-ADVISORY AGREEMENT
Sub-Advisory Agreement • July 25th, 2025 • Mercer Funds • New York

AGREEMENT made as of the 25th day of October, 2024 by and between Mercer Investments LLC, a Delaware limited liability company (the “Advisor”), and Pzena Investment Management, LLC, a Delaware limited liability company (the “Sub-Advisor”).

SELLING/SERVICES AGREEMENT FOR MGI FUNDS
Selling/Services Agreement • July 28th, 2006 • MGI Funds • Pennsylvania
SUB-ADVISORY AGREEMENT
Sub-Advisory Agreement • June 11th, 2025 • Mercer Funds • New York

AGREEMENT made as of the 25th day of October, 2024 by and between Mercer Investments LLC, a Delaware limited liability company (the “Advisor”), and Robeco Institutional Asset Management US Inc., a Delaware corporation (the “Sub-Advisor”).

AMENDMENT #1 TO SUB-ADVISORY AGREEMENT
Sub-Advisory Agreement • June 24th, 2016 • Mercer Funds

THIS AMENDMENT #1 (“Amendment”) to the Sub-Advisory Agreement (“Agreement”) dated October 21, 2011, by and between Mercer Investment Management, Inc., a Delaware Corporation (the “Advisor”) and Brandywine Global Investment Management, LLC, a Delaware limited liability company (the “Sub-Advisor”), is made effective as of the 27th day of June, 2016.

SUB SUB-ADVISORY AGREEMENT
Sub-Advisory Agreement • July 29th, 2022 • Mercer Funds • California

AGREEMENT made as of the 31st day of July, 2020 by and between Western Asset Management Company, LLC, a California limited liability company (the “Advisor”), and Western Asset Management Company Limited, a private limited company incorporated in England and Wales (the “Sub-Advisor”).

SELLING AND/OR SERVICES AGREEMENT FOR MERCER FUNDS
Selling and/or Services Agreement • March 29th, 2019 • Mercer Funds • Delaware

This Selling and/or Services Agreement (the “Agreement”) is made by and between [NAME OF INTERMEDIARY] (the “Intermediary”) and MGI Funds Distributors, LLC (the “Distributor”), and is effective as of the date accepted and agreed to by the Distributor below.

SUB-ADVISORY AGREEMENT
Sub-Advisory Agreement • August 3rd, 2026 • Mercer Funds • New York

AGREEMENT made as of the 20th day of April, 2026 by and between Mercer Investments LLC, a Delaware limited liability company (the “Advisor”), and WCM Investment Management, LLC, a Delaware limited liability company (the “Sub-Advisor”).

AMENDMENT No. 3 TO INVESTMENT MANAGEMENT AGREEMENT
Investment Management Agreement • November 27th, 2013 • Mercer Funds

THIS AMENDMENT No. 3 (“Amendment”) to the Investment Agreement (“Agreement”) dated July 1, 2005 by and between Mercer Global Investments, Inc. (now known as Mercer Investment Management, Inc.), a Delaware Corporation (the “Advisor”) and MGI Funds (now known as Mercer Funds) (the “Trust”) is made effective as of the 14th day of August 2013.

AMENDED AND RESTATED SUB-ADVISORY AGREEMENT
Sub-Advisory Agreement • July 28th, 2023 • Mercer Funds • New York

AGREEMENT made as of the 4th day of April, 2023 by and between Mercer Investments LLC, a Delaware limited liability company (the “Advisor”), and Ninety One North America, Inc., a Delaware corporation (the “Sub-Advisor”).

SUB-ADVISORY AGREEMENT
Sub-Advisory Agreement • July 29th, 2026 • Mercer Funds • New York

AGREEMENT made as of the 20th day of April, 2026 by and between Mercer Investments LLC, a Delaware limited liability company (the “Advisor”), and Hardman Johnston Global Advisors LLC, a Connecticut limited liability company (the “Sub-Advisor”).

FOURTH AMENDMENT TO CUSTODIAN AGREEMENT
Custodian Agreement • October 31st, 2023 • Mercer Funds

This Fourth Amendment (the “Amendment”) to the Custodian Agreement, effective as of October 4, 2023, by and between Mercer Funds (f/k/a MGI Funds), a Delaware statutory trust (the “Fund”), and State Street Bank and Trust Company, a Massachusetts trust company (“State Street” or “Bank”). Capitalized terms not defined herein shall have the meaning ascribed to such terms in the Agreement (as defined below).

AMENDMENT #1 TO SUB-ADVISORY AGREEMENT
Sub-Advisory Agreement • July 28th, 2020 • Mercer Funds

THIS AMENDMENT #1 (“Amendment”) to the Sub-Advisory Agreement (“Agreement”) dated as of the 13th day of November, 2009, by and between Mercer Investments LLC (formerly, Mercer Global Investments, Inc.), a Delaware limited liability company (the “Advisor”) and Massachusetts Financial Services Company (d/b/a “MFS Investment Management”), a Delaware corporation (the “Sub-Advisor” is made effective as of the first day of April, 2020.

AMENDMENT TO AMENDED AND RESTATED SUB-ADVISORY AGREEMENT
Sub-Advisory Agreement • June 11th, 2025 • Mercer Funds

THIS AMENDMENT (“Amendment”) to the Amended and Restated Sub-Advisory Agreement (“Agreement”) dated as of April 4, 2023 by and between Mercer Investments LLC, a Delaware limited liability company (the “Advisor”), and Ninety One North America, Inc., a Delaware corporation (the “Sub-Advisor”), is made effective as of the 31st day of March, 2025.

AMENDMENT #1 TO SUB-ADVISORY AGREEMENT
Sub-Advisory Agreement • July 29th, 2022 • Mercer Funds

THIS FIRST AMENDMENT (the “First Amendment”) to the Sub-Advisory Agreement dated the 25th day of June, 2018, by and between Mercer Investments LLC, successor to Mercer Investment Management, Inc., (the “Advisor”) and Colchester Global Investors Limited (the “Sub-Advisor”) (hereinafter the “Parties” or individually as a “Party”) in respect of the Mercer Opportunistic Fixed Income Fund is executed on this 5th day of October, 2021 and made effective as of the 1st of July, 2021.