0000930413-14-003318 Sample Contracts

SUB-ADVISORY AGREEMENT
Sub-Advisory Agreement • July 28th, 2014 • Mercer Funds • New York

AGREEMENT made as of the 1st day of July, 2005 by and between Mercer Global Investments, Inc., a Delaware corporation (the “Advisor”), and Sands Capital Management, L.P. a Partnership duly organized and validly existing under the laws of Delaware (the “Sub-Advisor”).

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FIRST AMENDMENT to ADMINISTRATION AGREEMENT
Administration Agreement • July 28th, 2014 • Mercer Funds

FIRST AMENDMENT to ADMINISTRATION AGREEMENT, effective as of January 1, 2008, by and between MGI FUNDS, a business trust organized under the laws of the State of Delaware (the “Fund”), and STATE STREET BANK AND TRUST COMPANY, a Massachusetts trust company (the “Bank”).

AMENDMENT TO ADMINISTRATION AGREEMENT
Administration Agreement • July 28th, 2014 • Mercer Funds

This Amendment to the Administration Agreement (the “Amendment”) is made as of December 4, 2013 by and between Mercer Funds (f/k/a MGI Funds), a statutory trust organized under the laws of Delaware (the “Fund”), and State Street Bank and Trust Company, a Massachusetts trust Company (the “Administrator”).

AMENDMENT #2 TO SUB-ADVISORY AGREEMENT
Sub-Advisory Agreement • July 28th, 2014 • Mercer Funds

THIS AMENDMENT #2 (“Amendment”) to the Sub-Advisory Agreement (“Agreement”) dated June 27, 2006, by and between Mercer Global Investments, Inc. (now known as Mercer Investment Management, Inc.), a Delaware Corporation (the “Advisor”) and AQR Capital Management, LLC , a Delaware limited liability company (the “Sub-Advisor”), is made effective as of the 23rd day of April, 2012.

AMENDMENT TO UNDERWRITING AGREEMENT
Underwriting Agreement • July 28th, 2014 • Mercer Funds

THIS AMENDMENT (“Amendment”) to the Underwriting Agreement (“Agreement”) dated July 1, 2005 as amended May 14, 2007 and July 1, 2010 by and between MGI Funds (now known as Mercer Funds), a Delaware statutory trust (the “Trust”) and MGI Funds Distributors, Inc. a Massachusetts corporation, (the “Underwriter”), is made effective as of the 23rd day of September, 2011.

Underwriting Agreement for
Underwriting Agreement • July 28th, 2014 • Mercer Funds

Effective as of the closing of the sale of MGI Funds Distributors, LLC to Foreside Distributors, LLC by The Bank of New York Mellon Corporation, Mercer Funds (the “Fund Company”), on behalf of each series thereof (each a “Fund” and collectively, the “Funds”) and MGI Funds Distributors, LLC (formerly known as MGI Funds Distributors, Inc.) (the “Distributor”) hereby enter into this Underwriting Agreement on terms identical to those of the underwriting agreement between the parties effective as of July 1, 2010 (the “Existing Agreement”) except as noted below. Capitalized terms used herein without definition have the meanings given them in the Existing Agreement.

ADMINISTRATION AGREEMENT
Administration Agreement • July 28th, 2014 • Mercer Funds • Massachusetts

AGREEMENT made as of August 12, 2005 by and between MGI FUNDS, a statutory trust organized under the laws of Delaware (the “Fund”), and INVESTORS BANK & TRUST COMPANY, a Massachusetts trust company (the “Bank”).

SECOND AMENDMENT TO ADMINISTRATION AGREEMENT
Administration Agreement • July 28th, 2014 • Mercer Funds

This Second Amendment to the Administration Agreement, effective as of July 1, 2011, by and between MGI Funds, a business trust organized under the laws of the State of Delaware (the “Fund”), and State Street Bank and Trust Company, a Massachusetts trust company (the “Bank”).

INVESTMENT MANAGEMENT AGREEMENT MERCER FUNDS
Investment Management Agreement • July 28th, 2014 • Mercer Funds • New York

AGREEMENT made this 1st day of July, 2014, by and between the Mercer Funds, a Delaware statutory trust (the “Trust”), and Mercer Investment Management, Inc., a Delaware corporation (the “Advisor”).

AMENDMENT TO UNDERWRITING AGREEMENT
Underwriting Agreement • July 28th, 2014 • 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 12th day of October, 2012.

INDEMNIFICATION AGREEMENT
Indemnification Agreement • July 28th, 2014 • Mercer Funds • Delaware

This INDEMNIFICATION AGREEMENT is made this 11th day of March, 2013 (“Agreement”) by and between Mercer Funds (the “Trust”) and its Trustees and/or Officers (each a “Trustee/Officer” or “Indemnitee”).

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