0000930413-23-002406 Sample Contracts

SUB-ADVISORY AGREEMENT
Sub-Advisory Agreement • October 31st, 2023 • Mercer Funds • New York

AGREEMENT made as of the 31st day of October, 2023 by and between Mercer Investments LLC, a Delaware limited liability company (the “Advisor”), and Aristotle Pacific Capital, LLC, a Delaware limited liability company (the “Sub-Advisor”).

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FOURTH AMENDMENT TO CUSTODIAN AGREEMENT
Custodian Agreement • October 31st, 2023 • Mercer Funds

This Fourth Amendment (the “Amendment”) to the Custodian Agreement, effective as of October 4, 2023, 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).

SECOND AMENDMENT TO DYNAMIC CASH ALLOCATION SERVICES AGREEMENT
Allocation Services Agreement • October 31st, 2023 • Mercer Funds

This Amendment to the Dynamic Cash Allocation Services Agreement is made as of October 4, 2023 by and between each Mercer Funds listed on Attachment C to this Amendment (each, a “Fund” and collectively, the “Funds”) on behalf of its respective series, if any (each, a “Portfolio), Mercer Investments LLC, and State Street Bank and Trust Company (“State Street”). Capitalized terms used in this Amendment without definition shall have the respective meanings given to such terms in the Dynamic Cash Allocation Services Agreement referred to below.

DYNAMIC CASH ALLOCATION SERVICES AGREEMENT
Dynamic Cash Allocation Services Agreement • October 31st, 2023 • Mercer Funds

This Dynamic Cash Allocation Services Agreement (“Agreement”) dated as of April 17, 2020 and effective as of April 1, 2020 by and among State Street Bank and Trust Company (“State Street”), each Mercer Funds (formerly known as MGI Funds) (each, a “Fund”) on behalf of its respective series, if any (each, a “Portfolio”), and Mercer Investments LLC.

AMENDMENT No. 3 TO INVESTMENT MANAGEMENT AGREEMENT
Investment Management Agreement • October 31st, 2023 • Mercer Funds

THIS AMENDMENT No. 3 (“Amendment”) to the Investment Management Agreement (“Agreement”) dated July 1, 2014 by and between Mercer Investments LLC (formerly known as Mercer Investment Management, Inc.), a Delaware limited liability company (the “Advisor”), and Mercer Funds (the “Trust”) is made effective as of the 31st day of October, 2023.

AMENDMENT TO DYNAMIC CASH ALLOCATION SERVICES AGREEMENT
Dynamic Cash Allocation Services Agreement • October 31st, 2023 • Mercer Funds

This Amendment to the Dynamic Cash Allocation Services Agreement is made as of May 10, 2021 by and between each Mercer registered investment company listed on Attachment C to this Amendment (each, a “Fund” and collectively, the “Funds”) on behalf of its respective series, if any (each, a “Portfolio), Mercer Investments LLC, and State Street Bank and Trust Company (“State Street”). Capitalized terms used in this Amendment without definition shall have the respective meanings given to such terms in the Dynamic Cash Allocation Services Agreement referred to below.

Mercer Funds Boston, MA 02110 October 31, 2023
Mercer Funds • October 31st, 2023

The Mercer Short Duration Fixed Income Fund (the “Fund”) is a separate investment series of the Mercer Funds, a Delaware statutory trust (the “Trust”) which consists of multiple investment series. The Trust wishes, pursuant to the terms of this Agreement, to set forth the understanding between the Trust and Mercer Investments LLC (the “Adviser”) with respect to the agreement of the Adviser to waive certain fees payable to it by the Fund and to reimburse certain expenses of the Fund as follows:

AMENDMENT TO UNDERWRITING AGREEMENT
Underwriting Agreement • October 31st, 2023 • Mercer Funds

THIS AMENDMENT (“Amendment”) to the Underwriting Agreement (the “Agreement”) dated as of September 30, 2021, 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 31st day of October 2023.

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