0000950123-11-104681 Sample Contracts

SELLING AND/OR SERVICES AGREEMENT FOR MERCER FUNDS
Selling and/or Services Agreement • December 30th, 2011 • Mercer Funds • New York

This Selling and/Or Services Agreement (the “Agreement”) is made by and between MMC Securities Corp. (the “Intermediary”) and MGI Funds Distributors, Inc. (the “Distributor”), and is effective as of the date accepted and agreed to by the Distributor below.

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SECOND AMENDMENT to CUSTODIAN AGREEMENT
Custodian Agreement • December 30th, 2011 • Mercer Funds

AMENDMENT AGREEMENT, effective as of September 23, 2011, by and among MGI FUNDS, a statutory trust organized under the laws of the State of Delaware (the “Fund”) and STATE STREET BANK AND TRUST COMPANY, a Massachusetts trust company (“State Street” or “Bank”).

AMENDMENT TO UNDERWRITING AGREEMENT
Underwriting Agreement • December 30th, 2011 • Mercer Funds

THIS AMENDMENT (“Amendment”) to the Underwriting Agreement (“Agreement”) dated July 1, 2005 as amended May 14, 2007 and July 1, 2010 by and between MGI Funds (now known as Mercer Funds), a Delaware statutory trust (the “Trust”) and MGI Funds Distributors, Inc. a Massachusetts corporation, (the “Underwriter”), is made effective as of the 23rd day of September, 2011.

AMENDED AND RESTATED ADMINISTRATIVE SERVICES AGREEMENT BETWEEN MERCER FUNDS AND MERCER INVESTMENT MANAGEMENT, INC.
Administrative Services Agreement • December 30th, 2011 • Mercer Funds

AGREEMENT made as of September 23, 2011, 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. 1 TO INVESTMENT MANAGEMENT AGREEMENT
Investment Management Agreement • December 30th, 2011 • Mercer Funds

THIS AMENDMENT No. 1 (“Amendment”) to the Investment Agreement (“Agreement”) dated July 1, 2005 by and between Mercer Global Investments, Inc. (now known as Mercer Investment Management, Inc.), a Delaware Corporation (the “Advisor”) and MGI Funds (now known as Mercer Funds) (the “Trust”) is made effective as of the 23rd day of September 2011.

SECOND AMENDMENT TO ADMINISTRATION AGREEMENT
Administration Agreement • December 30th, 2011 • Mercer Funds

This Second Amendment to the Administration Agreement, effective as of September 23, 2011, by and between MGI Funds, a business trust organized under the laws of the State of Delaware (the “Fund”), and State Street Bank and Trust Company, a Massachusetts trust company (the “Bank”).

AMENDMENT TO TRANSFER AGENCY SERVICES AGREEMENT
Transfer Agency Services Agreement • December 30th, 2011 • Mercer Funds

THIS AMENDMENT (“Amendment”) to the Transfer Agency Services Agreement (“Agreement”) dated August 15, 2005 by and between MGI Funds (now known as Mercer Funds), a Delaware statutory trust (the “Trust”) and PFPC, Inc. (now BNY Mellon Investment Servicing (US) Inc.) (“BNY Mellon”) a Massachusetts corporation, (the “Transfer Agent”), is made effective as of the 23rd day of September, 2011.

MGI FUNDS AMENDED AND RESTATED AGREEMENT AND DECLARATION OF TRUST Regarding the Name of the Trust
Amended and Restated Agreement and Declaration of Trust • December 30th, 2011 • Mercer Funds

AMENDMENT to the Amended and Restated Agreement and Declaration of Trust of MGI Funds dated as of May 16, 2005 (referred to herein as the “Agreement”), done this 1st day of September, 2011, by the Trustees under such Agreement.

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