0000897436-12-000235 Sample Contracts

SUB-ADVISORY AGREEMENT
Sub-Advisory Agreement • May 25th, 2012 • Mercer Funds • New York

AGREEMENT made as of the ___ day of ______, 2012 by and between Mercer Investment Management, Inc., a Delaware corporation (the “Advisor”), and________, a ________ (the “Sub-Advisor”).

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MGI FUNDS AMENDED AND RESTATED AGREEMENT AND DECLARATION OF TRUST Regarding the Name of the Trust
Mgi Funds • May 25th, 2012 • Mercer Funds

AMENDMENT to the Amended and Restated Agreement and Declaration of Trust of MGI Funds dated as of May 16, 2005 (referred to herein as the “Agreement”), done this 1st day of September, 2011, by the Trustees under such Agreement.

AMENDMENT No. 1 TO INVESTMENT MANAGEMENT AGREEMENT
Investment Management Agreement • May 25th, 2012 • Mercer Funds

THIS AMENDMENT No. 1 (“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 23rd day of September 2011.

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