0001193125-12-421888 Sample Contracts

AMENDMENT No. 2 TO INVESTMENT MANAGEMENT AGREEMENT
Investment Management Agreement • October 12th, 2012 • Mercer Funds

THIS AMENDMENT No. 2 (“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 12th day of October 2012.

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SELLING AND/OR SERVICES AGREEMENT FOR MERCER FUNDS
Selling And • October 12th, 2012 • 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, LLC. (the “Distributor”), and is effective as of the date accepted and agreed to by the Distributor below.

AMENDED AND RESTATED ADMINISTRATIVE SERVICES AGREEMENT BETWEEN MERCER FUNDS AND MERCER INVESTMENT MANAGEMENT, INC.
Administrative Services Agreement • October 12th, 2012 • Mercer Funds

AGREEMENT made as of October 12, 2012, 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 TO UNDERWRITING AGREEMENT
Underwriting Agreement • October 12th, 2012 • Mercer Funds

THIS AMENDMENT (“Amendment”) to the Underwriting Agreement (“Agreement”) dated July 1, 2005 as amended May 14, 2007 , July 1, 2010, September 2011, and April 1, 2012 by and between MGI Funds (now known as 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 12th day of October, 2012.

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