0000930413-16-007717 Sample Contracts

SUB-ADVISORY AGREEMENT
Sub-Advisory Agreement • July 29th, 2016 • Mercer Funds • New York

AGREEMENT made as of the 20th day of June, 2016 by and between Mercer Investment Management, Inc., a Delaware corporation (the “Advisor”), and William Blair Investment Management, LLC, a Delaware limited liability company (the “Sub-Advisor”).

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AMENDED AND RESTATED ADMINISTRATIVE SERVICES AGREEMENT BETWEEN MERCER FUNDS AND MERCER INVESTMENT MANAGEMENT, INC.
Administrative Services Agreement • July 29th, 2016 • Mercer Funds

AGREEMENT made as of July 1, 2016, 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”).

AMENDMENT No. 2 TO INVESTMENT MANAGEMENT AGREEMENT
Investment Management Agreement • July 29th, 2016 • Mercer Funds

THIS AMENDMENT No. 2 (“Amendment”) to the Investment Management Agreement (“Agreement”) dated July 1, 2014 by and between Mercer Investment Management, Inc., a Delaware Corporation (the “Advisor”) and Mercer Funds (the “Trust”) is made effective as of the 1st day of July, 2016.

AMENDMENT #1 TO SUB-ADVISORY AGREEMENT
Sub-Advisory Agreement • July 29th, 2016 • Mercer Funds

THIS AMENDMENT #1 (“Amendment”) to the Sub-Advisory Agreement (“Agreement”) dated March 17, 2016, by and between Mercer Investment Management, Inc., a Delaware Corporation (the “Advisor”) and Kleinwort Benson Investors International Ltd., an Irish corporation (the “Sub-Advisor”), is made effective as of the 25th day of April, 2016.

AMENDMENT TO UNDERWRITING AGREEMENT
Underwriting Agreement • July 29th, 2016 • 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 1st day of July 2016.

AMENDMENT TO TRANSFER AGENCY AND SERVICE AGREEMENT
Agency and Service Agreement • July 29th, 2016 • Mercer Funds

This Amendment (the “Amendment”) to the Transfer Agency and Service Agreement is made as of November 5, 2015 by and between Mercer Funds (the “Trust”) and State Street Bank and Trust Company, a Massachusetts trust company (the “Transfer Agent”).

AMENDMENT #1 TO SUB-ADVISORY AGREEMENT
Sub-Advisory Agreement • July 29th, 2016 • Mercer Funds

THIS AMENDMENT #1 (“Amendment”) to the Sub-Advisory Agreement (“Agreement”) dated November 12, 2013 by and between Mercer Investment Management, Inc., a Delaware Corporation (the “Advisor”) and American Century Investment Management, Inc., a Delaware corporation (the “Sub-Advisor”), is made effective as of the 1st day of July, 2016.

SECOND AMENDMENT TO THE AMENDED AND RESTATED SUB-ADVISORY AGREEMENT
Sub-Advisory Agreement • July 29th, 2016 • Mercer Funds

THIS AMENDMENT (“Amendment”) to the Amended and Restated Sub-Advisory Agreement (“Agreement”) dated June 12, 2014 by and between Mercer Investment Management, Inc. (the “Advisor”), a Delaware corporation, and Investec Asset Management Limited, a corporation organized under the laws of England and Wales (the “Sub-Advisor”).

AMENDMENT #2 TO SUB-ADVISORY AGREEMENT
Sub-Advisory Agreement • July 29th, 2016 • Mercer Funds

THIS AMENDMENT #2 (“Amendment”) to the Sub-Advisory Agreement (“Agreement”) dated June 30, 2008, as amended on September 17, 2015 (the “First Amendment”), by and between Mercer Global Investments, Inc. (now known as Mercer Investment Management, Inc.), a Delaware Corporation (the “Advisor”) and Westfield Capital Management Company, LP, a Delaware Limited Partnership (the “Sub-Advisor”), is made effective as of the 25th day of April, 2016.

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