0000930413-22-001363 Sample Contracts

SUB-ADVISORY AGREEMENT
Sub-Advisory Agreement • July 29th, 2022 • Mercer Funds • New York

AGREEMENT made as of the 31st day of July 2020 by and between Mercer Investments LLC, a Delaware limited liability company (the “Advisor”), and Brandywine Global Investment Management, LLC a Delaware limited liability company (the “Sub-Advisor”).

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SUB SUB-ADVISORY AGREEMENT
Sub Sub-Advisory Agreement • July 29th, 2022 • Mercer Funds • California

AGREEMENT made as of the 31st day of July, 2020 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”).

AMENDMENT #1 TO SUB-ADVISORY AGREEMENT
Sub-Advisory Agreement • July 29th, 2022 • Mercer Funds

THIS FIRST AMENDMENT (the “First Amendment”) to the Sub-Advisory Agreement dated the 25th day of June, 2018, by and between Mercer Investments LLC, successor to Mercer Investment Management, Inc., (the “Advisor”) and Colchester Global Investors Limited (the “Sub-Advisor”) (hereinafter the “Parties” or individually as a “Party”) in respect of the Mercer Opportunistic Fixed Income Fund is executed on this 5th day of October, 2021 and made effective as of the 1st of July, 2021.

AMENDMENT #2 TO SUB-ADVISORY AGREEMENT
Sub-Advisory Agreement • July 29th, 2022 • Mercer Funds

THIS AMENDMENT #2 (“Amendment”) to the Sub-Advisory Agreement (“Agreement”) dated as of the 25th day of June, 2018, by and between Mercer Investments LLC (formerly, Mercer Investment Management, Inc.), a Delaware limited liability company (the “Advisor”) and BlackRock International Limited, a corporation organized under the laws of Scotland (the “Sub-Advisor”) is executed as of October 5, 2021 and made effective as of the 1st day of April, 2021.

Distribution Agreement
Distribution Agreement • July 29th, 2022 • Mercer Funds

THIS DISTRIBUTION AGREEMENT (“Agreement”), effective as of the closing of the Transaction on September 30, 2021 (as defined below) (the “Closing Date”), is by and between MGI Funds Distributors, LLC (the “Distributor”) and Mercer Funds (“Fund Company”).

AMENDMENT #2 TO SUB-ADVISORY AGREEMENT
Sub-Advisory Agreement • July 29th, 2022 • Mercer Funds

THIS SECOND AMENDMENT (the “Second Amendment”) to the Sub-Advisory Agreement dated the 25th day of June, 2018, by and between Mercer Investments LLC, successor to Mercer Investment Management, Inc., (the “Advisor”) and Colchester Global Investors Limited (the “Sub-Advisor”) (hereinafter the “Parties” or individually as a “Party”) in respect of the Mercer Opportunistic Fixed Income Fund is executed on this 19th day of May, 2022.

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