0000898432-13-001129 Sample Contracts

AMENDMENT No. 3 TO INVESTMENT MANAGEMENT AGREEMENT
Investment Management Agreement • August 14th, 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.

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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.

AMENDED AND RESTATED ADMINISTRATIVE SERVICES AGREEMENT BETWEEN MERCER FUNDS AND MERCER INVESTMENT MANAGEMENT, INC.
Administrative Services Agreement • August 14th, 2013 • Mercer Funds

AGREEMENT made as of August 14, 2013, between the Mercer Funds, a Delaware statutory trust (the “Trust”), on behalf of those classes (the “Classes”) of the series of the Trust (each a “Fund,” and together, the “Funds”) listed in Exhibit A of this Agreement, as amended from time to time, and Mercer Investment Management, Inc. (“Mercer”).

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