0000930413-24-002194 Sample Contracts

AMENDMENT No. 1 TO INVESTMENT MANAGEMENT AGREEMENT
Investment Management Agreement • July 26th, 2024 • Mercer Funds

THIS AMENDMENT No. 1 (“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 27th day of June, 2016.

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AMENDMENT TO SUB-ADVISORY AGREEMENT
Sub-Advisory Agreement • July 26th, 2024 • Mercer Funds

THIS AMENDMENT (“Amendment”) to the Sub-Advisory Agreement (“Agreement”) dated April 1, 2016 by and between Mercer Investments LLC (formerly known as Mercer Investment Management, Inc.), a Delaware limited liability company (the “Advisor”), and Loomis, Sayles & Company, L.P., a Delaware limited partnership (the “Sub-Advisor”), is made effective as of the 4th day of April, 2024.

Mercer Funds Boston, MA 02110 August 1, 2024
Mercer Funds • July 26th, 2024 • Mercer Funds

Each of the funds listed on Schedule A hereto (each a “Fund” and, collectively, the “Funds”) is a series of the Mercer Funds, a Delaware statutory trust (the “Trust”). The Trust wishes, pursuant to the terms of this Agreement, to set forth the understanding between the Trust and Mercer Investments LLC (formerly known as Mercer Investment Management, Inc.) (the “Advisor”) with respect to the agreement of the Advisor to waive certain investment management fees payable to it by the Funds as follows:

AMENDMENT #1 TO SUB-ADVISORY AGREEMENT
Sub-Advisory Agreement • July 26th, 2024 • Mercer Funds

THIS AMENDMENT #1 (“Amendment”) to the Sub-Advisory Agreement (“Agreement”) dated April 2, 2014 by and between Mercer Investment Management, Inc., a Delaware Corporation (the “Advisor”) and PGIM, Inc. (formerly known as Prudential Investment Management, Inc.), a New Jersey corporation (the “Sub-Advisor”), is made effective as of the 4th day of October, 2018.

SUB-ADVISORY AGREEMENT
Sub-Advisory Agreement • July 26th, 2024 • Mercer Funds • New York

AGREEMENT made as of the ___ day of ________, 2024 by and between Mercer Investments LLC, a Delaware limited liability company (the “Advisor”), and BennBridge Ltd, a limited company incorporated under the laws of England and Wales (the “Sub-Advisor”).

SECOND AMENDED AND RESTATED SHAREHOLDER ADMINISTRATIVE SERVICES AGREEMENT BETWEEN MERCER FUNDS AND MERCER INVESTMENT MANAGEMENT, INC.
Shareholder Administrative Services Agreement • July 26th, 2024 • Mercer Funds

AGREEMENT made as of April 1, 2019, 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”). This Agreement supersedes the prior Amended and Restated Administrative Service Agreement between the Trust and Mercer.

AMENDMENT TO SUB-ADVISORY AGREEMENT
Sub-Advisory Agreement • July 26th, 2024 • Mercer Funds

THIS AMENDMENT (“Amendment”) to the Sub-Advisory Agreement (“Agreement”) dated December 10, 2018, by and between Mercer Investments LLC (formerly known as Mercer Investment Management, Inc.), a Delaware limited liability company (the “Advisor”), and Veritas Asset Management LLP, a limited liability partnership (the “Sub-Advisor”), is made as of June 5, 2024.

AMENDMENT No. 4 TO INVESTMENT MANAGEMENT AGREEMENT
Investment Management Agreement • July 26th, 2024 • Mercer Funds

THIS AMENDMENT No. 4 (“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 1st day of February, 2024.

AMENDMENT TO ADMINISTRATION AGREEMENT
Administration Agreement • July 26th, 2024 • Mercer Funds

This Amendment to the Administration Agreement is made as of October 4, 2021 (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”). 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 26th, 2024 • Mercer Funds

THIS AMENDMENT #2 (“Amendment”) to the Sub-Advisory Agreement (“Agreement”) dated April 2, 2014 by and between Mercer Investments LLC (formerly known as Mercer Investment Management, Inc.), a Delaware limited liability company (the “Advisor”), and PGIM, Inc. (formerly known as Prudential Investment Management, Inc.), a New Jersey corporation (the “Sub-Advisor”), is made as of July 1, 2024.

AMENDMENT #3 TO SUB-ADVISORY AGREEMENT
Sub-Advisory Agreement • July 26th, 2024 • Mercer Funds

THIS AMENDMENT #3 (“Amendment”) to the Sub-Advisory Agreement (“Agreement”) dated July 2, 2015 by and between Mercer Investments LLC, successor to 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 the 7th day of October, 2020.

FIRST AMENDMENT TO SUB-ADVISORY AGREEMENT
Sub-Advisory Agreement • July 26th, 2024 • Mercer Funds

THIS AMENDMENT (“Amendment”) to the Sub-Advisory Agreement (“Agreement”) dated October 12, 2012, by and between Mercer Investment Management, Inc., a Delaware Corporation (the “Advisor”) and Acadian Asset Management LLC, a Delaware limitied liability company (the “Sub-Advisor”), is made effective as of the 1st day of October, 2013.

AMENDMENT TO SUB-ADVISORY AGREEMENT
Sub-Advisory Agreement • July 26th, 2024 • Mercer Funds

THIS AMENDMENT (“Amendment”) to the Sub-Advisory Agreement (“Agreement”) dated October 12, 2012, by and between Mercer Investment Management, Inc., a Delaware Corporation (the “Advisor”) and Acadian Asset Management LLC, a Delaware limited liability company (the “Sub-Advisor”), is made effective as of the 28th day of February, 2014.

AMENDMENT #3 TO SUB-ADVISORY AGREEMENT
Sub-Advisory Agreement • July 26th, 2024 • Mercer Funds

THIS AMENDMENT #3 (“Amendment”) to the Sub-Advisory Agreement (“Agreement”) dated November 12, 2013 by and between Mercer Investments LLC (formerly known as Mercer Investment Management, Inc.), a Delaware limited liability company (the “Advisor”), and American Century Investment Management, Inc., a Delaware corporation (the “Sub-Advisor”), is made effective as of the 4th day of April, 2024.

AMENDMENT #2 TO UNDERWRITING AGREEMENT
Underwriting Agreement • July 26th, 2024 • Mercer Funds

THIS AMENDMENT #2 (“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 1st day of February 2024.

AMENDMENT TO SUB-ADVISORY AGREEMENT
Sub-Advisory Agreement • July 26th, 2024 • Mercer Funds

THIS AMENDMENT (“Amendment”) to the Sub-Advisory Agreement (“Agreement”) dated October 31, 2023 by and between Mercer Investments LLC, a Delaware limited liability company (the “Advisor”), and Merganser Capital Management, LLC, a Delaware limited liability company (the “Sub-Advisor”), is made effective as of the 4th day of April, 2024.

AMENDMENT #2 TO SUB-ADVISORY AGREEMENT
Sub-Advisory Agreement • July 26th, 2024 • Mercer Funds

THIS AMENDMENT #2 (“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 4th day of October, 2018.

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