MGI Funds Sample Contracts

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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 • August 5th, 2005 • MGI Funds
SELLING/SERVICES AGREEMENT FOR MGI FUNDS
MGI Funds • July 28th, 2006 • Pennsylvania
SUB-ADVISORY AGREEMENT
Sub-Advisory Agreement • October 31st, 2023 • Mercer Funds • New York

AGREEMENT made as of the 31st day of October, 2023 by and between Mercer Investments LLC, a Delaware limited liability company (the “Advisor”), and Aristotle Pacific Capital, LLC, a Delaware limited liability company (the “Sub-Advisor”).

Exhibit No. EX-99.a.1 AGREEMENT AND DECLARATION OF TRUST
Agreement and Declaration of Trust • March 21st, 2005 • MGI Funds
RECITALS
Sub-Advisory Agreement • July 27th, 2007 • MGI Funds
DELEGATION AGREEMENT
Delegation Agreement • July 28th, 2006 • MGI Funds
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”).

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.
MGI Funds • July 28th, 2006

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.

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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 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”).

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”).

SELLING AND/OR SERVICES AGREEMENT FOR MERCER FUNDS
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.

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 #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.

AMENDMENT #1 TO SUB-ADVISORY AGREEMENT
Sub-Advisory Agreement • July 28th, 2023 • Mercer Funds

THIS AMENDMENT #1 (“Amendment”) to the Sub-Advisory Agreement (“Agreement”) dated July 31, 2020, by and between Mercer Investments LLC, a Delaware limited liability company (the “Advisor”) and Brandywine Global Investment Management, LLC, a Delaware limited liability company (the “Sub-Advisor”), is made effective as of the 8th day of December, 2022.

AMENDMENT TO UNDERWRITING AGREEMENT
Underwriting Agreement • August 14th, 2013 • Mercer Funds

THIS AMENDMENT (“Amendment”) to the Underwriting Agreement (“Agreement”) dated as of April 1, 2012 by and between Mercer Funds, a Delaware statutory trust (the “Trust”) and MGI Funds Distributors, LLC. a Delaware Limited Liability Company, (the “Underwriter”), is made effective as of the 14th day of August 2013.

FIRST AMENDMENT TO SUB-ADVISORY AGREEMENT
Sub-Advisory Agreement • July 27th, 2018 • Mercer Funds

THIS FIRST AMENDMENT (“Amendment”) to the Sub-Advisory Agreement dated June 27, 2016 (the “Sub-Advisory Agreement”), by and between Mercer Investment Management, Inc. (the “Advisor”) and AJO, LP (the “Sub-Advisor”), is made effective this 1st day of July, 2018.

Contract
Sub-Advisory Agreement • May 27th, 2010 • MGI Funds
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