0000930413-18-002395 Sample Contracts

SUB-ADVISORY AGREEMENT
Sub-Advisory Agreement • July 27th, 2018 • Mercer Funds • New York

AGREEMENT made as of the 25th day of June, 2018 by and between Mercer Investment Management, Inc., a Delaware corporation (the “Advisor”), and T. Rowe Price Associates, Inc., a Maryland corporation (the “Sub-Advisor”).

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SUB SUB-ADVISORY AGREEMENT
Sub Sub-Advisory Agreement • July 27th, 2018 • Mercer Funds • California

AGREEMENT made as of the 25th day of June, 2018 by and between Western Asset Management Company, LLC, a California limited liability company (the “Advisor”), and Western Asset Management Company Limited, a private limited company incorporated in England and Wales (the “Sub-Advisor”).

SUB-ADVISORY AGREEMENT
Sub-Advisory Agreement • July 27th, 2018 • Mercer Funds • New York

AGREEMENT made as of the 25th day of June, 2018 by and between Mercer Investment Management, Inc., a Delaware corporation (the “Advisor”), and BlackRock International Limited, a corporation organized under the laws of Scotland (the “Sub-Advisor”).

FIRST AMENDMENT TO SUB-ADVISORY AGREEMENT
Sub-Advisory Agreement • July 27th, 2018 • Mercer Funds

THIS FIRST AMENDMENT (“Amendment”) to the Sub-Advisory Agreement dated June 27, 2016 (the “Sub-Advisory Agreement”), by and between Mercer Investment Management, Inc. (the “Advisor”) and AJO, LP (the “Sub-Advisor”), is made effective this 1st day of July, 2018.

AMENDMENT #4 TO SUB-ADVISORY AGREEMENT
Sub-Advisory Agreement • July 27th, 2018 • Mercer Funds

THIS AMENDMENT #4 (“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 4th day of April, 2018.

AMENDMENT TO ADMINISTRATION AGREEMENT
Administration Agreement • July 27th, 2018 • Mercer Funds • Massachusetts

This Amendment to the Administration Agreement is made as of June 28, 2018 (the “Amendment”) by and between State Street Bank and Trust Company, a Massachusetts trust company (the “Bank”) and Mercer Funds (formerly known as MGI Funds), a statutory trust organized under the laws of Delaware (the “Fund”) and shall be effective as set forth in Section 2 below. Capitalized terms used in this Amendment without definition shall have the respective meanings ascribed to such terms in the Agreement (as defined below).

AMENDMENT #2 TO SUB-ADVISORY AGREEMENT
Sub-Advisory Agreement • July 27th, 2018 • Mercer Funds

THIS AMENDMENT #2 (“Amendment”) to the Sub-Advisory Agreement (“Agreement”) dated July 2, 2015 by and between Mercer Investment Management, Inc., a Delaware Corporation (the “Advisor”) and LSV Asset Management, a Delaware general partnership (the “Sub-Advisor” or “LSV”), is made effective as of the1st day of July, 2018.

AMENDMENT #3 TO SUB-ADVISORY AGREEMENT
Sub-Advisory Agreement • July 27th, 2018 • Mercer Funds

THIS AMENDMENT #3 (“Amendment”) to the Sub-Advisory Agreement (“Agreement”) dated June 30, 2008, as previously amended, by and between 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 1st day of July, 2018.

INVESTMENT SUB-SUB-ADVISORY AGREEMENT Between
Sub-Advisory Agreement • July 27th, 2018 • Mercer Funds • Maryland

This INVESTMENT SUB-SUB-ADVISORY AGREEMENT (“Agreement”) is dated as of June 25, 2018, by and between T. Rowe Price Associates, Inc. (the “Adviser”), a corporation organized and existing under the laws of the State of Maryland, United States of America, and T. Rowe Price International Ltd (the “Subadviser”), a corporation organized and existing under the laws of the United Kingdom.

AMENDMENT #1 TO SUB-ADVISORY AGREEMENT
Sub-Advisory Agreement • July 27th, 2018 • Mercer Funds

THIS AMENDMENT #1 (“Amendment”) to the Amended and Restated Sub-Advisory Agreement (“Agreement”) dated April 1, 2014, by and between Mercer Investment Management, Inc., a Delaware Corporation (the “Advisor”) and Arrowstreet Capital, Limited Partnership, a Massachusetts limited partnership (the “Sub-Advisor”), is made effective as of the 4th day of April, 2018. Capitalized terms used herein and not defined have the meaning ascribed to such term in the Agreement.

AMENDMENT #1 TO SUB-ADVISORY AGREEMENT
Sub-Advisory Agreement • July 27th, 2018 • Mercer Funds

THIS AMENDMENT #1 (“Amendment”) to the Sub-Advisory Agreement (“Agreement”) dated June 27, 2016 by and between Mercer Investment Management, Inc., a Delaware Corporation (the “Advisor”) and GW&K Investment Management, LLC, a Delaware limited liability company (the “Sub-Advisor”), is made effective as of the 1st day of July, 2018.

FIRST AMENDMENT TO SUB-ADVISORY AGREEMENT
Sub-Advisory Agreement • July 27th, 2018 • Mercer Funds

THIS FIRST AMENDMENT (“Amendment”) to the Sub-Advisory Agreement dated April 2, 2014 (the “Sub-Advisory Agreement”), by and between Mercer Investment Management, Inc. (the “Advisor”) and Income Research & Management (the “Sub-Advisor”), is made effective this 1st day of July, 2018.

SECOND AMENDMENT TO SUB-ADVISORY AGREEMENT
Sub-Advisory Agreement • July 27th, 2018 • Mercer Funds

THIS SECOND AMENDMENT (“Amendment”) to the Sub-Advisory Agreement dated April 2, 2014 (the “Sub-Advisory Agreement”), by and between Mercer Investment Management, Inc. (the “Advisor”) and Columbia Management Investment Advisers, LLC (the “Sub-Advisor”), is made effective this 1st day of July, 2018.

FORM OF AMENDMENT #1 TO SUB-ADVISORY AGREEMENT
Sub-Advisory Agreement • July 27th, 2018 • Mercer Funds

THIS AMENDMENT #1 (“Amendment”) to the Sub-Advisory Agreement (“Agreement”) dated June 20, 2016, by and between Mercer Investment Management, Inc., a Delaware Corporation (the “Advisor”) and Mondrian Investment Partners Limited, a company organized under the laws of England and Wales (the “Sub-Advisor”), is executed as of 4th day of April, 2018.

AMENDMENT #2 TO SUB-ADVISORY AGREEMENT
Sub-Advisory Agreement • July 27th, 2018 • Mercer Funds

THIS AMENDMENT #2 (“Amendment”) to the Sub-Advisory Agreement (“Agreement”) dated October 21, 2011, as previously amended, by and between Mercer Investment Management, Inc., a Delaware Corporation (the “Advisor”) and Brandywine Global Investment Management, LLC, a Delaware limited liability company (the “Sub-Advisor”), is made effective as of the 14th day of February, 2018.

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