0000930413-15-003170 Sample Contracts

SUB-ADVISORY AGREEMENT
Sub-Advisory Agreement • July 28th, 2015 • Mercer Funds • New York

AGREEMENT made as of the 2nd day of July, 2015 by and between Mercer Investment Management, Inc., a Delaware corporation (the “Advisor”), and LSV Asset Management, a Delaware general partnership (the “Sub-Advisor”).

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THIRD AMENDMENT TO CUSTODIAN AGREEMENT
Custodian Agreement • July 28th, 2015 • Mercer Funds

This Third Amendment (the “Amendment”) to the Custodian Agreement, effective as of January 1, 2015, 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).

FOURTH AMENDMENT TO ADMINISTRATION AGREEMENT
Administration Agreement • July 28th, 2015 • Mercer Funds

This Fourth Amendment to the Administration Agreement (the “Amendment”), effective as of January 1, 2015, 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 (“State Street” or the “Administrator”). Capitalized terms not defined herein shall have the meaning ascribed to such terms in the Agreement (as defined below).

FIRST AMENDMENT TO TRANSFER AGENCY AND SERVICE AGREEMENT
Transfer Agency and Service Agreement • July 28th, 2015 • Mercer Funds

This First Amendment (the “Amendment”) to the Transfer Agency and Service Agreement, effective as of January 1, 2015, by and among Mercer Funds, a Delaware statutory trust (the “Fund”) and State Street Bank and Trust Company, a Massachusetts trust company (“State Street” or “Transfer Agent”).

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