UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

FORM N-CSR

CERTIFIED SHAREHOLDER REPORT OF REGISTERED

MANAGEMENT INVESTMENT COMPANIES

Investment Company Act File Number:

811-21732

Mercer Funds

(Exact Name of Registrant as Specified in Charter)

99 High Street

Boston, MA 02110

(Address of Principal Executive Offices)(Zip Code)

Scott M. Zoltowski, Esq.

Mercer Investment Management, Inc.

99 High Street

Boston, MA 02110

(Name and Address of Agent for Service)

Registrant’s Telephone Number, including Area Code:

(617) 747-9500

Date of Fiscal Year End: March 31, 2013

Date of Reporting Period: September 30, 2012

Item 1. Reports to Stockholders.

The Report to Shareholders is attached herewith.

Mercer Funds^TM

Semi-Annual Report

Mercer US Large Cap Growth Equity Fund

Mercer US Large Cap Value Equity Fund

Mercer US Small/Mid Cap Growth Equity Fund

Mercer US Small/Mid Cap Value Equity Fund

Mercer Non-US Core Equity Fund

Mercer Core Opportunistic Fixed Income Fund

Mercer Emerging Markets Equity Fund

Mercer US Short Maturity Fixed Income Fund

This report has been prepared for Mercer Funds shareholders. It is not authorized for distribution to prospective investors unless accompanied or preceded by a current Mercer Funds prospectus. The prospectus contains more complete information about the Funds’ investment objectives, risks, and expenses. Investors are reminded to read the prospectus carefully before investing.

September 30, 2012

MERCER FUNDS

TABLE OF CONTENTS

	Page
Schedules of Investments	1
Statements of Assets and Liabilities	122
Statements of Operations	125
Statements of Changes in Net Assets	127
Financial Highlights	131
Notes to the Financial Statements	139
Understanding Your Fund’s Expenses	178
Trustees and Officers	181

Mercer US Large Cap Growth Equity Fund

Schedule of Investments

(showing percentage of net assets)

September 30, 2012 (Unaudited)

Shares		Description	Value ($)
		COMMON STOCKS — 98.1%
		Aerospace & Defense — 0.8%
	20,371	Boeing Co. (The)		1,418,229
	29,250	United Technologies Corp.		2,289,983
				3,708,212
		Agriculture — 3.5%
	128,434	Monsanto Co.		11,690,062
	51,022	Philip Morris International, Inc.		4,588,919
				16,278,981
		Apparel — 2.9%
	98,840	Coach, Inc.		5,537,017
	36,120	NIKE, Inc. Class B		3,428,149
	10,300	Ralph Lauren Corp.		1,557,669
	23,869	Under Armour, Inc. Class A* ‡		1,332,606
	9,805	VF Corp.		1,562,525
				13,417,966
		Auto Parts & Equipment — 0.6%
	39,770	BorgWarner, Inc.*		2,748,505
		Banks — 0.4%
	60,850	Wells Fargo & Co.		2,101,150
		Beverages — 2.4%
	16,743	Anheuser-Busch InBev NV, ADR		1,438,391
	187,025	Coca-Cola Co. (The)		7,093,858
	36,982	PepsiCo, Inc.		2,617,216
				11,149,465
		Biotechnology — 3.6%
	33,000	Alexion Pharmaceuticals, Inc.*		3,775,200
	28,030	Biogen Idec, Inc.*		4,182,917
	29,900	Celgene Corp.*		2,284,360
	40,806	Illumina, Inc.* ‡		1,966,849
	16,000	Regeneron Pharmaceuticals, Inc.*		2,442,560
	35,828	Vertex Pharmaceuticals, Inc.*		2,004,577
				16,656,463
		Chemicals — 1.6%
	50,270	Ecolab, Inc.		3,257,999
	24,700	Praxair, Inc.		2,565,836
	9,832	Sherwin-Williams Co. (The)		1,464,083
				7,287,918

See accompanying Notes to the Financial Statements. 1

Mercer US Large Cap Growth Equity Fund

Schedule of Investments (Continued)

(showing percentage of net assets)

September 30, 2012 (Unaudited)

Shares		Description	Value ($)
		Commercial Services — 3.0%
	3,710	Mastercard, Inc. Class A		1,674,991
	92,400	Visa, Inc. Class A		12,407,472
				14,082,463
		Computers — 12.8%
	58,802	Apple, Inc.		39,236,223
	39,600	Cognizant Technology Solutions Corp. Class A*		2,768,832
	197,452	EMC Corp.*		5,384,516
	37,738	International Business Machines Corp.		7,828,748
	26,600	SanDisk Corp.*		1,155,238
	38,391	Teradata Corp.*		2,895,065
				59,268,622
		Cosmetics & Personal Care — 0.6%
	17,900	Estee Lauder Cos. (The), Inc. Class A		1,102,103
	22,066	Procter & Gamble Co. (The)		1,530,498
				2,632,601
		Distribution & Wholesale — 0.6%
	12,500	W.W. Grainger, Inc.		2,604,625
		Diversified Financial Services — 2.3%
	22,200	American Express Co.		1,262,292
	8,000	BlackRock, Inc.		1,426,400
	17,400	Franklin Resources, Inc.		2,176,218
	34,210	IntercontinentalExchange, Inc.*		4,563,956
	17,060	T. Rowe Price Group, Inc.		1,079,898
				10,508,764
		Engineering & Construction — 0.4%
	32,400	Fluor Corp.		1,823,472
		Food — 0.6%
	66,405	Kraft Foods, Inc. Class A		2,745,847
		Health Care - Products — 2.6%
	69,301	Covidien Plc		4,117,866
	31,230	Edwards Lifesciences Corp.*		3,353,165
	7,765	Intuitive Surgical, Inc.*		3,848,567
	15,920	Varian Medical Systems, Inc.*		960,294
				12,279,892
		Health Care - Services — 0.6%
	53,961	UnitedHealth Group, Inc.		2,989,979
		Insurance — 0.3%
	39,800	American International Group, Inc.*		1,305,042

2 See accompanying Notes to the Financial Statements.

Mercer US Large Cap Growth Equity Fund

Schedule of Investments (Continued)

(showing percentage of net assets)

September 30, 2012 (Unaudited)

Shares		Description	Value ($)
		Internet — 11.7%
	67,192	Amazon.Com, Inc.*		17,088,269
	37,500	eBay, Inc.*		1,815,375
	19,800	F5 Networks, Inc.*		2,073,060
	78,558	Facebook, Inc. Class A* ‡		1,700,781
	25,158	Google, Inc. Class A*		18,981,711
	27,192	LinkedIn Corp. Class A*		3,273,917
	12,555	priceline.com, Inc.*		7,768,155
	28,800	VeriSign, Inc.*		1,402,272
				54,103,540
		Lodging — 1.3%
	95,700	Las Vegas Sands Corp.		4,437,609
	30,545	Starwood Hotels & Resorts Worldwide, Inc.		1,770,388
				6,207,997
		Machinery - Construction & Mining — 0.7%
	15,800	Caterpillar, Inc.		1,359,432
	35,969	Joy Global, Inc.		2,016,422
				3,375,854
		Media — 0.8%
	33,800	CBS Corp. Class B		1,227,954
	29,800	Comcast Corp. Class A		1,065,946
	25,034	Discovery Communications, Inc. Class A*		1,492,777
				3,786,677
		Metal Fabricate & Hardware — 1.4%
	39,540	Precision Castparts Corp.		6,458,464
		Miscellaneous - Manufacturing — 3.1%
	142,451	Danaher Corp.		7,856,173
	134,780	General Electric Co.		3,060,854
	28,530	Honeywell International, Inc.		1,704,667
	26,100	Illinois Tool Works, Inc.		1,552,167
				14,173,861
		Oil & Gas — 2.7%
	31,500	Cabot Oil & Gas Corp.		1,414,350
	18,700	Concho Resources, Inc.*		1,771,825
	10,030	Exxon Mobil Corp.		917,244
	71,005	Range Resources Corp.		4,961,119
	45,200	Southwestern Energy Co.*		1,572,056
	56,660	Suncor Energy, Inc.		1,861,281
				12,497,875

See accompanying Notes to the Financial Statements. 3

Mercer US Large Cap Growth Equity Fund

Schedule of Investments (Continued)

(showing percentage of net assets)

September 30, 2012 (Unaudited)

Shares		Description	Value ($)
		Oil & Gas Services — 4.7%
	70,290	Cameron International Corp.*		3,941,160
	89,600	FMC Technologies, Inc.*		4,148,480
	53,350	National Oilwell Varco, Inc.		4,273,869
	130,988	Schlumberger, Ltd.		9,474,362
				21,837,871
		Pharmaceuticals — 5.4%
	74,104	Allergan, Inc.		6,786,444
	85,271	Bristol-Myers Squibb Co.		2,877,896
	88,045	Express Scripts Holding Co.*		5,517,780
	39,630	Gilead Sciences, Inc.*		2,628,658
	73,670	Mylan, Inc.*		1,797,548
	9,780	Perrigo Co.		1,136,143
	86,084	Pfizer, Inc.		2,139,188
	9,300	Shire Plc, ADR		824,910
	26,420	Teva Pharmaceutical Industries, Ltd., Sponsored ADR		1,094,052
				24,802,619
		Pipelines — 0.4%
	54,850	Kinder Morgan, Inc.		1,948,272
		REITS — 0.5%
	29,500	American Tower Corp. REIT		2,106,005
		Retail — 7.8%
	73,000	CarMax, Inc.*		2,065,900
	35,860	Costco Wholesale Corp.		3,590,482
	103,240	CVS Caremark Corp.		4,998,881
	30,700	Dollar General Corp.*		1,582,278
	39,550	Family Dollar Stores, Inc.		2,622,165
	43,500	Gap, Inc. (The)		1,556,430
	22,620	Kohl’s Corp.		1,158,596
	47,240	Lowe’s Cos., Inc.		1,428,538
	22,010	McDonald’s Corp.		2,019,417
	26,700	Michael Kors Holdings, Ltd.*		1,419,906
	33,772	O’Reilly Automotive, Inc.*		2,824,015
	8,300	Ross Stores, Inc.		536,180
	153,872	Starbucks Corp.		7,809,004
	12,900	Ulta Salon Cosmetics & Fragrance, Inc.		1,242,335
	20,100	Yum! Brands, Inc.		1,333,434
				36,187,561
		Semiconductors — 2.2%
	36,800	Altera Corp.		1,250,648
	103,283	ASML Holding NV, ADR		5,544,231
	57,300	Broadcom Corp. Class A*		1,981,434
	51,460	Texas Instruments, Inc.		1,417,723
				10,194,036

4 See accompanying Notes to the Financial Statements.

Mercer US Large Cap Growth Equity Fund

Schedule of Investments (Continued)

(showing percentage of net assets)

September 30, 2012 (Unaudited)

Shares		Description	Value ($)
		Software — 6.9%
	13,200	athenahealth, Inc.* ‡		1,211,364
	88,932	Cerner Corp.*		6,884,226
	34,852	Citrix Systems, Inc.*		2,668,617
	17,780	Informatica Corp.*		618,922
	47,810	Intuit, Inc.		2,815,053
	217,565	Microsoft Corp.		6,479,086
	47,139	Oracle Corp.		1,484,407
	63,100	Salesforce.com, Inc.*		9,634,739
				31,796,414
		Telecommunications — 6.0%
	53,069	Crown Castle International Corp.*		3,401,723
	59,590	Juniper Networks, Inc.*		1,019,585
	260,585	QUALCOMM, Inc.		16,283,956
	26,700	SBA Communications Corp. Class A*		1,679,430
	113,849	Verizon Communications, Inc.		5,188,099
				27,572,793
		Transportation — 2.9%
	18,520	CH Robinson Worldwide, Inc.		1,084,346
	33,740	Expeditors International of Washington, Inc.		1,226,786
	13,943	FedEx Corp.		1,179,857
	82,454	Union Pacific Corp.		9,787,290
				13,278,279
		TOTAL COMMON STOCKS (COST $353,041,902)		453,918,085
Par Value ($)		Description	Value ($)
		SHORT-TERM INVESTMENTS — 2.6%
		Bank Deposit — 1.5%
	7,122,947	State Street Bank & Trust Euro Time Deposit, 0.01%, due 10/01/12		7,122,947
		Securities Lending Collateral — 1.1%
	4,827,930	State Street Navigator Securities Lending Prime Portfolio***		4,827,930
		TOTAL SHORT-TERM INVESTMENTS (COST $11,950,877)		11,950,877
		TOTAL INVESTMENTS — 100.7% (Cost $364,992,779)		465,868,962
		Other Assets and Liabilities (net) — (0.7)%		(3,018,670	)
		NET ASSETS — 100.0%	$	462,850,292

See accompanying Notes to the Financial Statements. 5

Mercer US Large Cap Growth Equity Fund

Schedule of Investments (Continued)

(showing percentage of net assets)

September 30, 2012 (Unaudited)

	Notes to Schedule of Investments:
	ADR — American Depository Receipt
	REIT — Real Estate Investment Trust
*	Non-income producing security
‡	All or a portion of this security is out on loan.
***	Represents an investment of securities lending cash collateral.

6 See accompanying Notes to the Financial Statements.

Mercer US Large Cap Growth Equity Fund

Schedule of Investments (Continued)

September 30, 2012 (Unaudited)

Asset Class Summary (Unaudited)	% of Net Assets
Common Stocks		98.1
Short-Term Investments		2.6
Other Assets and Liabilities (net)		(0.7	)
		100.0	%

See accompanying Notes to the Financial Statements. 7

Mercer US Large Cap Value Equity Fund

Schedule of Investments

(showing percentage of net assets)

September 30, 2012 (Unaudited)

Shares		Description	Value ($)
		COMMON STOCKS — 98.8%
		Advertising — 1.0%
	90,163	Omnicom Group, Inc.		4,648,804
		Aerospace & Defense — 3.5%
	100,032	BAE Systems Plc, Sponsored ADR‡		2,097,671
	18,600	Boeing Co. (The)		1,294,932
	43,025	L-3 Communications Holdings, Inc.		3,085,323
	38,732	Lockheed Martin Corp.		3,616,794
	54,724	Northrop Grumman Corp.		3,635,315
	39,434	Raytheon Co.		2,254,048
				15,984,083
		Agriculture — 0.1%
	4,538	Lorillard, Inc.		528,450
		Airlines — 0.4%
	226,000	Delta Air Lines, Inc.*		2,070,160
		Apparel — 0.1%
	12,600	Deckers Outdoor Corp.* ‡		461,664
	4,500	Hanesbrands, Inc.*		143,460
				605,124
		Auto Manufacturers — 0.4%
	87,060	General Motors Co.*		1,980,615
		Auto Parts & Equipment — 1.0%
	20,390	Delphi Automotive Plc*		632,090
	112,890	Johnson Controls, Inc.		3,093,186
	29,210	Lear Corp.		1,103,846
				4,829,122
		Banks — 8.0%
	525,900	Bank of America Corp.		4,643,697
	56,515	Capital One Financial Corp.		3,221,920
	36,080	Comerica, Inc.		1,120,284
	219,095	Fifth Third Bancorp		3,398,163
	38,175	PNC Financial Services Group, Inc.		2,408,843
	101,550	SunTrust Banks, Inc.		2,870,819
	148,725	US Bancorp		5,101,267
	389,057	Wells Fargo & Co.		13,434,138
	41,500	Zions BanCorp		857,183
				37,056,314
		Beverages — 1.1%
	10,091	Anheuser-Busch InBev NV, Sponsored ADR		866,918
	28,610	Coca-Cola Enterprises, Inc.		894,635
	23,310	Constellation Brands, Inc. Class A*		754,078

8 See accompanying Notes to the Financial Statements.

Mercer US Large Cap Value Equity Fund

Schedule of Investments (Continued)

(showing percentage of net assets)

September 30, 2012 (Unaudited)

Shares		Description	Value ($)
		Beverages — continued
	11,583	Dr Pepper Snapple Group, Inc.		515,791
	27,210	PepsiCo, Inc.		1,925,652
				4,957,074
		Biotechnology — 0.4%
	21,924	Amgen, Inc.		1,848,632
		Chemicals — 0.7%
	7,300	Air Products & Chemicals, Inc.		603,710
	14,320	Celanese Corp. Series A		542,871
	10,170	Eastman Chemical Co.		579,792
	22,900	LyondellBasell Industries NV Class A		1,183,014
	9,470	Mosaic Co. (The)		545,567
				3,454,954
		Commercial Services — 1.4%
	8,997	Iron Mountain, Inc.		306,887
	38,400	McKesson Corp.		3,303,552
	38,210	Moody’s Corp.		1,687,736
	64,713	Western Union Co. (The)		1,179,071
				6,477,246
		Computers — 2.7%
	2,515	Apple, Inc.		1,678,159
	42,020	EMC Corp.*		1,145,885
	38,849	Hewlett-Packard Co.		662,764
	29,470	SanDisk Corp.*		1,279,882
	187,573	Seagate Technology PLC		5,814,763
	45,900	Western Digital Corp.		1,777,707
				12,359,160
		Diversified Financial Services — 7.0%
	84,015	Ameriprise Financial, Inc.		4,762,810
	2,401	BlackRock, Inc.		428,098
	145,400	Charles Schwab Corp. (The)		1,859,666
	154,493	Citigroup, Inc.		5,055,011
	39,570	Discover Financial Services		1,572,116
	6,160	Franklin Resources, Inc.		770,431
	13,280	Goldman Sachs Group, Inc.		1,509,671
	23,800	Invesco, Ltd.		594,762
	319,852	JPMorgan Chase & Co.		12,947,609
	18,880	Nasdaq OMX Group (The), Inc.		439,810
	102,374	SLM Corp.		1,609,319
	50,390	TD Ameritrade Holding Corp.		774,494
				32,323,797
		Electric — 0.9%
	25,125	American Electric Power Co., Inc.		1,103,992

See accompanying Notes to the Financial Statements. 9

Mercer US Large Cap Value Equity Fund

Schedule of Investments (Continued)

(showing percentage of net assets)

September 30, 2012 (Unaudited)

Shares		Description	Value ($)
		Electric — continued
	58,230	Edison International		2,660,529
	27,950	NRG Energy, Inc.		597,851
				4,362,372
		Electrical Components & Equipment — 0.3%
	15,470	Energizer Holdings, Inc.		1,154,217
		Electronics — 0.5%
	42,892	TE Connectivity, Ltd.		1,458,757
	10,630	Thermo Fisher Scientific, Inc.		625,363
				2,084,120
		Entertainment — 0.1%
	34,710	International Game Technology		454,354
		Food — 2.6%
	94,255	ConAgra Foods, Inc.		2,600,495
	51,050	Dean Foods Co.*		834,668
	6,490	Kraft Foods Group, Inc.*		289,779
	40,980	Kraft Foods, Inc. Class A		1,694,523
	220,093	Kroger Co. (The)		5,180,989
	92,500	Safeway, Inc.‡		1,488,325
				12,088,779
		Forest Products & Paper — 0.4%
	33,370	International Paper Co.		1,211,998
	20,810	MeadWestvaco Corp.		636,786
				1,848,784
		Health Care - Products — 3.1%
	35,590	Baxter International, Inc.		2,144,654
	35,165	CareFusion Corp.*		998,334
	26,615	Covidien Plc		1,581,463
	119,019	Johnson & Johnson		8,201,599
	24,475	St. Jude Medical, Inc.		1,031,132
	1,570	Zimmer Holdings, Inc.		106,163
				14,063,345
		Health Care - Services — 1.7%
	43,314	Aetna, Inc.		1,715,234
	24,785	Humana, Inc.		1,738,668
	49,480	UnitedHealth Group, Inc.		2,741,687
	27,190	WellPoint, Inc.		1,577,292
				7,772,881
		Home Builders — 0.3%
	36,070	PulteGroup, Inc.*		559,085
	23,780	Toll Brothers, Inc.*		790,209
				1,349,294

10 See accompanying Notes to the Financial Statements.

Mercer US Large Cap Value Equity Fund

Schedule of Investments (Continued)

(showing percentage of net assets)

September 30, 2012 (Unaudited)

Shares		Description	Value ($)
		Housewares — 0.3%
	73,560	Newell Rubbermaid, Inc.		1,404,260
		Insurance — 8.9%
	26,920	ACE, Ltd.		2,035,152
	26,290	American International Group, Inc.*		862,049
	33,300	Aon Plc		1,741,257
	11,675	Axis Capital Holdings, Ltd.		407,691
	89,928	Berkshire Hathaway, Inc. Class B*		7,931,650
	59,366	Chubb Corp. (The)		4,528,439
	49,360	Cigna Corp.		2,328,311
	64,500	Hartford Financial Services Group (The), Inc.		1,253,880
	169,265	Lincoln National Corp.		4,094,520
	229,435	Metlife, Inc.		7,906,330
	17,900	Prudential Financial, Inc.		975,729
	11,228	Reinsurance Group of America, Inc.		649,764
	60,813	Travelers Cos. (The), Inc.		4,151,095
	36,031	Unum Group		692,516
	29,320	Validus Holdings, Ltd.‡		994,241
	25,959	XL Group Plc		623,795
				41,176,419
		Internet — 0.7%
	40,353	eBay, Inc.*		1,953,489
	832	Google, Inc. Class A*		627,744
	40,640	Symantec Corp.*		731,520
				3,312,753
		Leisure Time — 0.4%
	46,740	Carnival Corp.		1,703,206
		Lodging — 0.7%
	6,735	Marriott International, Inc. Class A		263,339
	20,990	Wyndham Worldwide Corp.		1,101,555
	15,761	Wynn Resorts, Ltd.		1,819,450
				3,184,344
		Machinery - Diversified — 0.4%
	10,300	Cummins, Inc.		949,763
	32,265	Xylem, Inc.		811,465
				1,761,228
		Media — 8.2%
	65,995	CBS Corp. Class B		2,397,598
	141,066	Comcast Corp. Class A		5,045,931
	72,509	DIRECTV, Class A*		3,803,822
	44,945	Gannett Co., Inc.		797,774
	13,480	Liberty Media Corp. - Capital Series A*		1,404,212
	71,671	McGraw-Hill Cos. (The), Inc.		3,912,520

See accompanying Notes to the Financial Statements. 11

Mercer US Large Cap Value Equity Fund

Schedule of Investments (Continued)

(showing percentage of net assets)

September 30, 2012 (Unaudited)

Shares		Description	Value ($)
		Media — continued
	107,860	News Corp. Class A		2,645,806
	4,534	Reed Elsevier NV, Sponsored ADR		120,695
	318,025	Sirius XM Radio, Inc.*		826,865
	42,175	Time Warner Cable, Inc.		4,009,155
	113,982	Time Warner, Inc.		5,166,804
	100,007	Viacom, Inc. Class B		5,359,375
	45,470	Walt Disney Co. (The)		2,377,172
				37,867,729
		Mining — 0.5%
	39,800	Newmont Mining Corp.		2,229,198
		Miscellaneous - Manufacturing — 5.7%
	18,675	Dover Corp.		1,110,976
	77,680	Eaton Corp.‡		3,671,157
	599,760	General Electric Co.		13,620,550
	51,240	Honeywell International, Inc.		3,061,590
	37,622	Ingersoll-Rand Plc		1,686,218
	18,400	Parker Hannifin Corp.		1,537,872
	24,598	Tyco International, Ltd.		1,383,883
				26,072,246
		Oil & Gas — 10.3%
	11,530	Anadarko Petroleum Corp.		806,178
	31,500	Apache Corp.		2,723,805
	128,946	BP Plc, Sponsored ADR		5,462,153
	21,300	Chevron Corp.		2,482,728
	60,488	ConocoPhillips		3,458,704
	3,275	ENI Spa, Sponsored ADR		143,576
	35,169	EOG Resources, Inc.		3,940,686
	20,335	EQT Corp.		1,199,765
	61,395	Exxon Mobil Corp.		5,614,573
	18,060	Hess Corp.		970,183
	52,800	Marathon Oil Corp.		1,561,296
	11,580	Marathon Petroleum Corp.		632,152
	74,497	Occidental Petroleum Corp.		6,411,212
	42,250	Phillips 66		1,959,132
	64,411	Royal Dutch Shell PLC, ADR		4,470,767
	9,845	SM Energy Co.		532,713
	55,810	Transocean, Ltd.		2,505,311
	64,030	Valero Energy Corp.		2,028,470
	31,610	Weatherford International, Ltd.*		400,815
				47,304,219
		Oil & Gas Services — 1.2%
	41,556	Cameron International Corp.*		2,330,045
	64,265	Halliburton Co.		2,165,088
	16,150	Schlumberger, Ltd.		1,168,129
				5,663,262

12 See accompanying Notes to the Financial Statements.

Mercer US Large Cap Value Equity Fund

Schedule of Investments (Continued)

(showing percentage of net assets)

September 30, 2012 (Unaudited)

Shares		Description	Value ($)
		Packaging & Containers — 0.3%
	16,730	Packaging Corp. of America		607,299
	13,775	Rock-Tenn Co. Class A		994,280
				1,601,579
		Pharmaceuticals — 6.4%
	22,270	AmerisourceBergen Corp.		862,072
	63,861	AstraZeneca Plc, Sponsored ADR		3,056,387
	11,640	Eli Lilly & Co.		551,852
	154,900	Merck & Co., Inc.		6,985,990
	23,770	Mylan, Inc.*		579,988
	19,500	Novartis AG, ADR		1,194,570
	29,010	Omnicare, Inc.		985,470
	551,668	Pfizer, Inc.		13,708,950
	35,100	Sanofi, ADR		1,511,406
				29,436,685
		REITS — 0.6%
	52,900	Annaly Capital Management, Inc. REIT‡		890,836
	401,400	Chimera Investment Corp. REIT‡		1,087,794
	29,700	Hatteras Financial Corp. REIT		837,243
				2,815,873
		Retail — 6.3%
	36,100	Abercrombie & Fitch Co. Class A		1,224,512
	1,958	Advance Auto Parts, Inc.		134,006
	33,160	American Eagle Outfitters, Inc.		699,013
	4,635	AutoZone, Inc.*		1,713,420
	90,668	Best Buy Co., Inc.		1,558,583
	53,820	CVS Caremark Corp.		2,605,964
	127,296	Gap, Inc. (The)		4,554,651
	92,062	Kohl’s Corp.		4,715,416
	13,115	Limited Brands, Inc.		646,045
	114,039	Lowe’s Cos., Inc.		3,448,539
	29,410	Macy’s, Inc.		1,106,404
	8,740	PVH Corp.		819,113
	36,885	Staples, Inc.‡		424,915
	39,939	Target Corp.		2,534,928
	39,300	Wal-Mart Stores, Inc.		2,900,340
				29,085,849
		Semiconductors — 1.5%
	140,677	Intel Corp.		3,190,554
	106,913	Marvell Technology Group, Ltd.		978,254
	62,965	ON Semiconductor Corp.*		388,494
	82,050	Texas Instruments, Inc.		2,260,478
				6,817,780

See accompanying Notes to the Financial Statements. 13

Mercer US Large Cap Value Equity Fund

Schedule of Investments (Continued)

(showing percentage of net assets)

September 30, 2012 (Unaudited)

Shares		Description	Value ($)
		Software — 2.5%
	42,576	CA, Inc.		1,096,971
	61,350	Electronic Arts, Inc.*		778,532
	50,500	Fidelity National Information Services, Inc.		1,576,610
	159,625	Microsoft Corp.		4,753,632
	108,552	Oracle Corp.		3,418,302
				11,624,047
		Telecommunications — 5.5%
	336,340	Cisco Systems, Inc.		6,420,731
	41,600	Corning, Inc.		547,040
	153,964	France Telecom SA, Sponsored ADR		1,881,440
	38,152	Harris Corp.		1,954,146
	281,942	Koninklijke KPN NV, Sponsored ADR		2,128,662
	10,834	Millicom International Cellular SA		1,006,370
	21,348	Motorola Solutions, Inc.		1,079,141
	10,153	Nippon Telegraph & Telephone Corp., ADR		240,728
	41,960	QUALCOMM, Inc.		2,622,080
	71,173	Telecom Italia Spa, Sponsored ADR		714,577
	11,537	Telefonica SA, Sponsored ADR‡		153,211
	61,677	Virgin Media, Inc.‡		1,815,771
	162,659	Vodafone Group Plc, Sponsored ADR		4,634,968
				25,198,865
		Transportation — 0.7%
	16,450	FedEx Corp.		1,391,999
	10,667	Norfolk Southern Corp.		678,741
	4,710	Union Pacific Corp.		559,077
	9,425	United Parcel Service, Inc. Class B		674,547
				3,304,364
		TOTAL COMMON STOCKS (COST $399,139,759)		455,865,587
		INVESTMENT COMPANY — 0.1%
		Unaffiliated Fund — 0.1%
	8,150	iShares Russell 1000 Value Index Fund‡		588,267
		TOTAL INVESTMENT COMPANY (COST $573,939)		588,267
		PREFERRED STOCK — 0.3%
		Auto Manufacturers — 0.3%
	30,650	General Motors Co., 4.75%‡		1,142,632
		TOTAL PREFERRED STOCK (COST $1,202,981)		1,142,632

14 See accompanying Notes to the Financial Statements.

Mercer US Large Cap Value Equity Fund

Schedule of Investments (Continued)

(showing percentage of net assets)

September 30, 2012 (Unaudited)

Par Value ($)			Description	Value ($)
			SHORT-TERM INVESTMENTS — 3.2%
			Bank Deposit — 0.4%
	1,678,919		State Street Bank & Trust Euro Time Deposit, 0.01%, due 10/01/12		1,678,919
			Securities Lending Collateral — 2.8%
	12,988,085		State Street Navigator Securities Lending Prime Portfolio***		12,988,085
			TOTAL SHORT-TERM INVESTMENTS (COST $14,667,004)		14,667,004
			TOTAL INVESTMENTS — 102.4% (Cost $415,583,683)		472,263,490
			Other Assets and Liabilities (net) — (2.4)%		(11,030,399	)
			NET ASSETS — 100.0%	$	461,233,091
			Notes to Schedule of Investments:
			ADR — American Depository Receipt
			REIT — Real Estate Investment Trust
		*	Non-incomeproducing security
		‡	All or a portion of this security is out on loan.
		***	Represents an investment of securities lending cash collateral.

See accompanying Notes to the Financial Statements. 15

Mercer US Large Cap Value Equity Fund

Schedule of Investments (Continued)

September 30, 2012 (Unaudited)

Asset Class Summary (Unaudited)	% of Net Assets
Common Stocks		98.8
Preferred Stock		0.3
Investment Company		0.1
Short-Term Investments		3.2
Other Assets and Liabilities (net)		(2.4	)
		100.0	%

16 See accompanying Notes to the Financial Statements.

Mercer US Small/Mid Cap Growth Equity Fund

Schedule of Investments

(showing percentage of net assets)

September 30, 2012 (Unaudited)

Shares		Description	Value ($)
		COMMON STOCKS — 96.7%
		Aerospace & Defense — 1.7%
	25,896	Aerovironment, Inc.*		607,780
	34,280	BE Aerospace, Inc.*		1,443,188
	12,630	TransDigm Group, Inc.*		1,791,818
	31,510	Triumph Group, Inc.		1,970,320
				5,813,106
		Apparel — 1.4%
	52,240	Ascena Retail Group, Inc.*		1,120,548
	25,511	Carter’s, Inc.*		1,373,512
	24,154	Deckers Outdoor Corp.* ‡		885,002
	16,643	Under Armour, Inc. Class A* ‡		929,179
	9,918	Wolverine World Wide, Inc.		440,062
				4,748,303
		Auto Parts & Equipment — 0.2%
	51,008	Gentherm, Inc.*		634,539
		Banks — 1.9%
	53,960	Comerica, Inc.		1,675,458
	68,637	Eagle Bancorp, Inc.*		1,147,611
	70,203	First Republic Bank		2,419,195
	27,455	Hancock Holding Co.		849,732
	30,443	Popular, Inc.*		530,622
				6,622,618
		Beverages — 0.6%
	30,350	Peet’s Coffee & Tea, Inc.* ‡		2,225,869
		Biotechnology — 1.0%
	63,025	Amarin Corp. Plc, ADR* ‡		794,115
	51,419	Ariad Pharmaceuticals, Inc.*		1,245,625
	29,047	Incyte Corp.* ‡		524,299
	48,408	Swedish Orphan Biovitrum AB, ADR*		273,907
	9,518	Vertex Pharmaceuticals, Inc.*		532,532
				3,370,478
		Building Materials — 0.3%
	31,460	Owens Corning, Inc.*		1,052,652
		Chemicals — 2.8%
	14,036	Airgas, Inc.		1,155,163
	23,547	American Vanguard Corp.		819,436
	13,860	Ashland, Inc.		992,376
	21,890	Celanese Corp. Series A		829,850
	18,480	FMC Corp.		1,023,422
	20,990	Georgia Gulf Corp.		760,258
	16,191	International Flavors & Fragrances, Inc.		964,660

See accompanying Notes to the Financial Statements. 17

Mercer US Small/Mid Cap Growth Equity Fund

Schedule of Investments (Continued)

(showing percentage of net assets)

September 30, 2012 (Unaudited)

Shares		Description	Value ($)
		Chemicals — continued
	49,340	Intrepid Potash, Inc.*		1,059,823
	42,545	Kraton Performance Polymers, Inc.*		1,110,424
	14,450	Westlake Chemical Corp.‡		1,055,717
				9,771,129
		Commercial Services — 10.6%
	45,550	Acacia Research Corp.*		1,248,526
	19,190	Alliance Data Systems Corp.*		2,724,020
	51,903	Coinstar, Inc.* ‡		2,334,597
	17,020	Equifax, Inc.		792,792
	58,911	ExamWorks Group, Inc.* ‡		878,952
	60,971	FleetCor Technologies, Inc.*		2,731,501
	47,480	Genpact, Ltd.		791,966
	75,205	Healthcare Services Group‡		1,719,938
	102,318	Heartland Payment Systems, Inc.		3,241,434
	157,920	Hertz Global Holdings, Inc.*		2,168,242
	37,107	HMS Holdings Corp.*		1,240,487
	19,915	Huron Consulting Group, Inc.*		693,440
	118,875	K12, Inc.* ‡		2,401,275
	24,705	Kenexa Corp.*		1,132,230
	28,653	PAREXEL International Corp.*		881,366
	58,291	Quanta Services, Inc.*		1,439,788
	174,526	Ritchie Bros Auctioneers, Inc.‡		3,356,135
	27,650	Strayer Education, Inc.‡		1,779,278
	38,830	United Rentals, Inc.*		1,270,129
	75,565	Weight Watchers International, Inc.‡		3,989,832
				36,815,928
		Computers — 2.7%
	75,569	Fortinet, Inc.*		1,824,236
	15,620	IHS, Inc. Class A*		1,520,607
	108,290	j2 Global, Inc.‡		3,554,078
	23,455	MICROS Systems, Inc.*		1,152,109
	62,000	RealD, Inc.* ‡		554,280
	34,340	Riverbed Technology, Inc.*		799,092
				9,404,402
		Distribution & Wholesale — 0.9%
	18,230	Beacon Roofing Supply, Inc.*		519,555
	30,870	Owens & Minor, Inc.		922,396
	32,320	WESCO International, Inc.*		1,848,704
				3,290,655
		Diversified Financial Services — 4.4%
	41,950	Affiliated Managers Group, Inc.*		5,159,850
	62,179	Evercore Partners, Inc. Class A		1,678,833
	22,825	IntercontinentalExchange, Inc.*		3,045,083
	114,447	Lazard, Ltd. Class A		3,345,286

18 See accompanying Notes to the Financial Statements.

Mercer US Small/Mid Cap Growth Equity Fund

Schedule of Investments (Continued)

(showing percentage of net assets)

September 30, 2012 (Unaudited)

Shares		Description	Value ($)
		Diversified Financial Services — continued
	42,810	Raymond James Financial, Inc.		1,568,987
	28,074	SLM Corp.		441,323
				15,239,362
		Electrical Components & Equipment — 0.6%
	27,970	Hubbell, Inc. Class B		2,258,298
		Electronics — 1.6%
	20,348	Amphenol Corp. Class A		1,198,090
	25,630	Coherent, Inc.*		1,175,392
	109,950	Gentex Corp.‡		1,870,249
	29,240	Jabil Circuit, Inc.		547,373
	19,545	Woodward, Inc.		664,139
				5,455,243
		Entertainment — 1.2%
	19,420	Bally Technologies, Inc.*		959,154
	43,065	Cinemark Holdings, Inc.		965,948
	51,010	Manchester United Plc Class A* ‡		649,357
	17,835	Penn National Gaming, Inc.*		768,689
	100,015	Scientific Games Corp. Class A*		827,124
				4,170,272
		Environmental Control — 1.3%
	19,900	Clean Harbors, Inc.*		972,115
	4,235	Stericycle, Inc.*		383,352
	100,010	Waste Connections, Inc.		3,025,303
				4,380,770
		Food — 1.4%
	38,242	Chefs’ Warehouse (The), Inc.*		626,404
	16,417	Hain Celestial Group (The), Inc.*		1,034,271
	33,420	Ralcorp Holdings, Inc.*		2,439,660
	16,849	TreeHouse Foods, Inc.*		884,572
				4,984,907
		Hand & Machine Tools — 0.6%
	58,228	Kennametal, Inc.		2,159,094
		Health Care - Products — 4.6%
	91,216	ABIOMED, Inc.* ‡		1,914,624
	38,799	CareFusion Corp.*		1,101,504
	19,855	Cepheid, Inc.* ‡		685,196
	105,556	DexCom, Inc.*		1,586,507
	72,038	Endologix, Inc.*		995,565
	7,997	Given Imaging, Ltd.*		116,516
	17,548	Henry Schein, Inc.*		1,391,030
	66,910	Hologic, Inc.*		1,354,258

See accompanying Notes to the Financial Statements. 19

Mercer US Small/Mid Cap Growth Equity Fund

Schedule of Investments (Continued)

(showing percentage of net assets)

September 30, 2012 (Unaudited)

Shares		Description	Value ($)
		Health Care - Products — continued
	13,485	IDEXX Laboratories, Inc.*		1,339,735
	49,754	Techne Corp.		3,579,303
	36,220	Thoratec Corp.*		1,253,212
	32,294	Tornier BV*		611,971
				15,929,421
		Health Care - Services — 2.9%
	37,571	Acadia Healthcare Co., Inc.*		896,068
	66,740	Coventry Health Care, Inc.		2,782,391
	136,845	Health Management Associates, Inc. Class A*		1,148,130
	24,145	Magellan Health Services, Inc.*		1,246,123
	13,463	Mettler-Toledo International, Inc.*		2,298,673
	10,718	Pediatrix Medical Group, Inc.*		797,955
	17,340	WellCare Health Plans, Inc.*		980,577
				10,149,917
		Holding Companies - Diversified — 0.1%
	34,298	RLJ Acquisition, Inc.*		330,633
		Home Builders — 0.3%
	1,073	NVR, Inc.*		906,148
		Household Products & Wares — 0.4%
	11,892	Church & Dwight Co., Inc.		642,049
	10,255	Fossil, Inc.*		868,598
				1,510,647
		Housewares — 0.4%
	72,842	Newell Rubbermaid, Inc.		1,390,554
		Insurance — 0.5%
	13,920	Everest Re Group, Ltd.		1,488,883
	80,430	Genworth Financial, Inc. Class A*		420,649
				1,909,532
		Internet — 4.5%
	49,430	Bankrate, Inc.*		770,119
	49,870	Bazaarvoice, Inc.*		755,531
	21,975	BroadSoft, Inc.* ‡		901,414
	7,445	Equinix, Inc.*		1,534,042
	49,155	ExactTarget, Inc.*		1,190,534
	89,454	Pandora Media, Inc.* ‡		979,521
	38,688	Rackspace Hosting, Inc.*		2,556,890
	36,890	Sourcefire, Inc.*		1,808,717
	53,730	TIBCO Software, Inc.*		1,624,258
	73,600	VeriSign, Inc.*		3,583,584
				15,704,610

20 See accompanying Notes to the Financial Statements.

Mercer US Small/Mid Cap Growth Equity Fund

Schedule of Investments (Continued)

(showing percentage of net assets)

September 30, 2012 (Unaudited)

Shares		Description	Value ($)
		Leisure Time — 0.4%
	80,190	Interval Leisure Group, Inc.		1,517,997
		Lodging — 0.3%
	19,940	Wyndham Worldwide Corp.		1,046,451
		Machinery - Diversified — 3.4%
	24,650	Gardner Denver, Inc.		1,489,107
	92,148	Graco, Inc.		4,633,201
	54,671	IDEX Corp.		2,283,608
	54,600	Manitowoc Co. (The), Inc.		728,364
	31,254	Robbins & Myers, Inc.		1,862,738
	8,346	Roper Industries, Inc.		917,142
				11,914,160
		Metal Fabricate & Hardware — 0.4%
	33,010	Timken Co. (The)		1,226,652
		Mining — 0.3%
	75,635	US Silica Holdings, Inc.* ‡		1,025,611
		Miscellaneous - Manufacturing — 0.9%
	29,890	Crane Co.		1,193,508
	42,580	Hexcel Corp.*		1,022,772
	25,740	Polypore International, Inc.* ‡		909,909
	49,535	STR Holdings, Inc.* ‡		153,558
				3,279,747
		Oil & Gas — 4.9%
	29,398	Approach Resources, Inc.* ‡		885,762
	25,405	Berry Petroleum Co. Class A		1,032,205
	104,030	Denbury Resources, Inc.*		1,681,125
	48,385	Foster Wheeler AG*		1,159,305
	166,085	Magnum Hunter Resources Corp.* ‡		737,417
	27,670	Plains Exploration & Production Co.*		1,036,795
	66,322	Rex Energy Corp.*		885,399
	39,304	Rosetta Resources, Inc.*		1,882,661
	80,970	Rowan Cos. Plc Class A*		2,734,357
	87,420	Tesoro Corp.		3,662,898
	28,082	Whiting Petroleum Corp.*		1,330,525
				17,028,449
		Oil & Gas Services — 2.2%
	39,974	Core Laboratories NV		4,856,041
	21,601	Dril-Quip, Inc.*		1,552,680
	114,100	ION Geophysical Corp.*		791,854
	7,545	Lufkin Industries, Inc.		406,072
				7,606,647

See accompanying Notes to the Financial Statements. 21

Mercer US Small/Mid Cap Growth Equity Fund

Schedule of Investments (Continued)

(showing percentage of net assets)

September 30, 2012 (Unaudited)

Shares		Description	Value ($)
		Packaging & Containers — 1.2%
	46,510	Crown Holdings, Inc.*		1,709,242
	30,480	Packaging Corp. of America		1,106,424
	19,565	Rock-Tenn Co. Class A		1,412,202
				4,227,868
		Pharmaceuticals — 4.4%
	43,870	Alkermes Plc*		910,302
	21,386	BioMarin Pharmaceutical, Inc.*		861,214
	9,916	Catamaran Corp.*		971,471
	19,020	Cubist Pharmaceuticals, Inc.*		906,874
	59,080	DENTSPLY International, Inc.		2,253,311
	23,622	Durata Therapeutics, Inc.* ‡		222,047
	100,550	Elan Corp. Plc, Sponsored ADR*		1,077,896
	52,170	MAP Pharmaceuticals, Inc.*		812,287
	15,470	Medivation, Inc.*		871,889
	19,070	Onyx Pharmaceuticals, Inc.*		1,611,415
	21,850	Perrigo Co.		2,538,314
	37,395	Sagent Pharmaceuticals, Inc.* ‡		596,450
	16,825	Sirona Dental Systems, Inc.*		958,352
	12,050	Synageva BioPharma Corp.*		643,832
				15,235,654
		Real Estate — 1.1%
	81,152	CBRE Group, Inc.*		1,494,008
	32,490	Jones Lang Lasalle, Inc.		2,480,612
				3,974,620
		Retail — 9.9%
	93,730	American Eagle Outfitters, Inc.		1,975,828
	54,385	Arcos Dorados Holdings, Inc.‡		839,161
	33,355	Asbury Automotive Group, Inc.*		932,272
	29,890	Big Lots, Inc.*		884,146
	7,630	Buffalo Wild Wings, Inc.*		654,196
	18,658	Dick’s Sporting Goods, Inc.		967,417
	56,225	DineEquity, Inc.*		3,148,600
	22,808	Dunkin’ Brands Group, Inc.‡		665,880
	51,185	Express, Inc.*		758,562
	51,438	Fifth & Pacific Cos., Inc.* ‡		657,378
	28,675	First Cash Financial Services, Inc.*		1,319,337
	108,992	Foot Locker, Inc.		3,869,216
	44,365	GNC Holdings, Inc. Class A		1,728,904
	7,402	Lululemon Athletica, Inc.* ‡		547,304
	18,170	Michael Kors Holdings, Ltd.*		966,281
	17,380	Nu Skin Enterprises, Inc. Class A‡		674,865
	9,375	O’Reilly Automotive, Inc.*		783,937
	22,572	Petsmart, Inc.		1,557,017
	21,993	PVH Corp.		2,061,184
	27,860	Red Robin Gourmet Burgers, Inc.*		907,122

22 See accompanying Notes to the Financial Statements.

Mercer US Small/Mid Cap Growth Equity Fund

Schedule of Investments (Continued)

(showing percentage of net assets)

September 30, 2012 (Unaudited)

Shares		Description	Value ($)
		Retail — continued
	20,355	Rue21, Inc.* ‡		634,058
	39,070	Signet Jewelers, Ltd.		1,905,053
	40,583	Texas Roadhouse, Inc. Class A		693,969
	7,220	Tractor Supply Co.		713,986
	79,462	Urban Outfitters, Inc.* ‡		2,984,593
	38,790	Williams-Sonoma, Inc.		1,705,596
				34,535,862
		Semiconductors — 3.5%
	27,455	Cavium, Inc.* ‡		915,075
	53,595	Ceva, Inc.*		770,696
	24,231	Hittite Microwave Corp.*		1,344,093
	47,936	Intermolecular, Inc.*		340,346
	15,907	Linear Technology Corp.		506,638
	150,590	LSI Corp.*		1,040,577
	11,295	Mellanox Technologies, Ltd.* ‡		1,146,781
	34,839	NVIDIA Corp.*		464,752
	64,990	NXP Semiconductor NV* ‡		1,625,400
	32,710	Skyworks Solutions, Inc.*		770,811
	89,530	Teradyne, Inc.*		1,273,117
	36,287	Volterra Semiconductor Corp.*		793,597
	37,442	Xilinx, Inc.		1,250,937
				12,242,820
		Software — 7.7%
	16,300	athenahealth, Inc.* ‡		1,495,851
	94,342	Blackbaud, Inc.		2,256,661
	16,570	Commvault Systems, Inc.*		972,659
	6,130	Concur Technologies, Inc.*		451,965
	24,720	Imperva, Inc.*		914,393
	77,785	Informatica Corp.*		2,707,696
	57,265	InterXion Holding NV*		1,301,061
	53,275	Jive Software, Inc.* ‡		836,950
	33,100	Medassets, Inc.*		589,180
	130,350	MSCI, Inc. Class A*		4,665,226
	21,757	NetSuite, Inc.*		1,388,097
	80,360	Nuance Communications, Inc.*		2,000,160
	104,895	QLIK Technologies, Inc.*		2,350,697
	41,315	SS&C Technologies Holdings, Inc.*		1,041,551
	32,025	Synchronoss Technologies, Inc.*		733,372
	111,467	VeriFone Systems, Inc.*		3,104,356
				26,809,875
		Telecommunications — 5.0%
	19,802	Allot Communications, Ltd.*		525,149
	101,304	Calix, Inc.* ‡		648,346
	24,295	EZchip Semiconductor, Ltd.* ‡		743,184
	15,589	IPG Photonics Corp.* ‡		893,250

See accompanying Notes to the Financial Statements. 23

Mercer US Small/Mid Cap Growth Equity Fund

Schedule of Investments (Continued)

(showing percentage of net assets)

September 30, 2012 (Unaudited)

Shares			Description	Value ($)
			Telecommunications — continued
	58,770		JDS Uniphase Corp.*		727,866
	85,500		NeuStar, Inc. Class A*		3,422,565
	161,825		Polycom, Inc.*		1,597,213
	112,675		SBA Communications Corp. Class A*		7,087,257
	67,693		tw telecom, Inc. Class A*		1,764,757
					17,409,587
			Transportation — 2.2%
	78,875		Expeditors International of Washington, Inc.		2,867,895
	11,830		Genesee & Wyoming, Inc. Class A*		790,954
	34,030		HUB Group, Inc. Class A*		1,010,010
	60,545		Knight Transportation, Inc.		865,793
	28,670		Landstar System, Inc.		1,355,518
	47,995		Roadrunner Transportation Systems, Inc.*		776,559
					7,666,729
			TOTAL COMMON STOCKS (COST $303,924,327)		336,977,816
Par Value ($)			Description	Value ($)
			SHORT-TERM INVESTMENTS — 16.7%
			Bank Deposit — 4.1%
	14,335,168		State Street Bank & Trust Euro Time Deposit, 0.01%, due 10/01/12		14,335,168
			Securities Lending Collateral — 12.6%
	43,891,237		State Street Navigator Securities Lending Prime Portfolio***		43,891,237
			TOTAL SHORT-TERM INVESTMENTS (COST $58,226,405)		58,226,405
			TOTAL INVESTMENTS — 113.4% (Cost $362,150,732)		395,204,221
			Other Assets and Liabilities (net) — (13.4)%		(46,713,312	)
			NET ASSETS — 100.0%	$	348,490,909
			Notes to Schedule of Investments:
			ADR — American Depository Receipt
		*	Non-income producing security
		‡	All or a portion of this security is out on loan.
		***	Represents an investment of securities lending cash collateral.

24 See accompanying Notes to the Financial Statements.

Mercer US Small/Mid Cap Growth Equity Fund

Schedule of Investments (Continued)

September 30, 2012 (Unaudited)

Asset Class Summary (Unaudited)	% of Net Assets
Common Stocks		96.7
Short-Term Investments		16.7
Other Assets and Liabilities (net)		(13.4	)
		100.0	%

See accompanying Notes to the Financial Statements. 25

Mercer US Small/Mid Cap Value Equity Fund

Schedule of Investments

(showing percentage of net assets)

September 30, 2012 (Unaudited)

Shares		Description	Value ($)
		COMMON STOCKS — 97.7%
		Advertising — 0.1%
	43,850	Interpublic Group of Cos., Inc.		487,612
		Aerospace & Defense — 1.4%
	10,600	Alliant Techsystems, Inc.		531,166
	126,300	Orbital Sciences Corp.*		1,838,928
	39,975	Triumph Group, Inc.		2,499,637
				4,869,731
		Agriculture — 0.2%
	17,800	Andersons (The), Inc.		670,348
	2,100	Universal Corp.		106,932
				777,280
		Airlines — 0.2%
	3,800	Alaska Air Group, Inc.*		133,228
	24,500	Hawaiian Holdings, Inc.*		136,955
	84,300	Republic Airways Holdings, Inc.*		390,309
				660,492
		Apparel — 1.3%
	61,410	Ascena Retail Group, Inc.*		1,317,245
	47,000	Guess?, Inc.		1,194,740
	34,610	Iconix Brand Group, Inc.*		631,286
	44,100	Jones Group (The), Inc.		567,567
	7,200	Perry Ellis International, Inc.* ‡		158,760
	11,000	Skechers U.S.A., Inc. Class A*		224,400
	14,130	True Religion Apparel, Inc.		301,393
				4,395,391
		Auto Parts & Equipment — 0.7%
	14,300	Cooper Tire & Rubber Co.		274,274
	108,950	Dana Holding Corp.		1,340,085
	5,600	Lear Corp.		211,624
	115,200	Meritor, Inc.*		488,448
	10,400	Modine Manufacturing Co.*		76,752
	7,600	Standard Motor Products, Inc.		139,992
				2,531,175
		Banks — 7.6%
	48,400	Associated Banc-Corp.		637,428
	1,000	Bank of Hawaii Corp.		45,620
	11,000	BOK Financial Corp.		650,100
	9,700	Chemical Financial Corp.		234,740
	3,300	Citizens Republic Bancorp, Inc.*		63,855
	14,300	City Holding Co.‡		512,512
	6,000	City National Corp.		309,060
	21,500	Columbia Banking System, Inc.		398,610

26 See accompanying Notes to the Financial Statements.

Mercer US Small/Mid Cap Value Equity Fund

Schedule of Investments (Continued)

(showing percentage of net assets)

September 30, 2012 (Unaudited)

Shares		Description	Value ($)
		Banks — continued
	98,950	Comerica, Inc.		3,072,397
	16,058	Commerce Bancshares, Inc.		647,619
	2,000	Cullen/Frost Bankers, Inc.		114,860
	6,300	East-West Bancorp, Inc.		133,056
	86,125	Fifth Third Bancorp		1,335,799
	2,200	First Citizens BancShares, Inc. Class A		358,380
	67,000	First Commonwealth Financial Corp.		472,350
	45,000	Fulton Financial Corp.		443,700
	111,700	Huntington Bancshares, Inc.		770,730
	2,800	Independent Bank Corp.‡		84,252
	41,300	International Bancshares Corp.		786,765
	374,350	KeyCorp		3,271,819
	57,800	National Penn Bancshares, Inc.		526,558
	22,800	NBT Bancorp, Inc.		503,196
	59,200	Northwest Bancshares, Inc.		724,016
	10,300	Old National Bancorp		140,183
	5,100	Oriental Financial Group, Inc.		53,652
	9,200	PacWest Bancorp		215,004
	12,200	Pinnacle Financial Partners, Inc.*		235,704
	25,010	Popular, Inc.*		435,924
	30,700	PrivateBancorp, Inc.		490,893
	39,750	Prosperity Bancshares, Inc.‡		1,694,145
	445,775	Regions Financial Corp.		3,214,038
	1,000	S&T Bancorp, Inc.‡		17,610
	7,000	Susquehanna Bancshares, Inc.		73,220
	28,200	Texas Capital Bancshares, Inc.*		1,401,822
	1,400	UMB Financial Corp.		68,152
	29,400	Umpqua Holdings Corp.		378,966
	17,800	Webster Financial Corp.		421,860
	105,565	Western Alliance Bancorp*		1,076,763
	43,000	Wilshire Bancorp, Inc.*		270,900
				26,286,258
		Beverages — 0.4%
	19,675	Coca-Cola Enterprises, Inc.		615,237
	25,630	Constellation Brands, Inc. Class A*		829,131
				1,444,368
		Biotechnology — 1.3%
	125,800	Affymetrix, Inc.* ‡		544,714
	28,800	Charles River Laboratories International, Inc.*		1,140,480
	212,100	PDL BioPharma, Inc.‡		1,631,049
	23,800	Vertex Pharmaceuticals, Inc.*		1,331,610
				4,647,853
		Building Materials — 0.4%
	34,300	Apogee Enterprises, Inc.		672,966
	45,800	Gibraltar Industries, Inc.*		587,156
				1,260,122

See accompanying Notes to the Financial Statements. 27

Mercer US Small/Mid Cap Value Equity Fund

Schedule of Investments (Continued)

(showing percentage of net assets)

September 30, 2012 (Unaudited)

Shares		Description	Value ($)
		Chemicals — 1.9%
	28,800	A. Schulman, Inc.		686,016
	27,850	Ashland, Inc.		1,994,060
	5,600	Chemtura Corp.*		96,432
	12,600	Cytec Industries, Inc.		825,552
	3,700	Georgia Gulf Corp.		134,014
	30,600	Huntsman Corp.		456,858
	14,500	Innospec, Inc.*		491,840
	28,030	Kraton Performance Polymers, Inc.* ‡		731,583
	3,800	Minerals Technologies, Inc.		269,534
	19,000	TPC Group, Inc.*		775,390
				6,461,279
		Coal — 0.2%
	49,300	Alpha Natural Resources, Inc.*		323,901
	12,500	Cloud Peak Energy, Inc.*		226,250
				550,151
		Commercial Services — 5.4%
	26,800	ABM Industries, Inc.		507,324
	144,600	Career Education Corp.*		545,142
	7,650	Chemed Corp.		530,068
	2,800	Consolidated Graphics, Inc.*		73,052
	84,900	Convergys Corp.		1,330,383
	25,000	CoreLogic, Inc.*		663,250
	257,900	Corinthian Colleges, Inc.* ‡		613,802
	30,785	Equifax, Inc.		1,433,965
	84,020	Geo Group (The), Inc.		2,324,833
	2,700	H&E Equipment Services, Inc.		32,724
	3,200	Heidrick & Struggles International, Inc.		40,768
	153,675	Hertz Global Holdings, Inc.*		2,109,958
	23,540	Insperity, Inc.		593,914
	13,957	Ituran Location and Control, Ltd.		162,739
	19,300	Kforce, Inc.*		227,547
	28,990	Korn/Ferry International*		444,417
	40,470	Rent-A-Center, Inc.		1,419,688
	21,000	Resources Connection, Inc.		275,310
	12,000	SEI Investments Co.		257,400
	71,810	Service Corp. International‡		966,563
	15,830	Standard Parking Corp.* ‡		355,067
	49,500	Stewart Enterprises, Inc. Class A		415,552
	9,100	TeleTech Holdings, Inc.*		155,155
	12,880	Total System Services, Inc.		305,256
	29,100	TrueBlue, Inc.*		457,452
	71,200	United Rentals, Inc.*		2,328,952
	3,600	Viad Corp.		75,096
				18,645,377

28 See accompanying Notes to the Financial Statements.

Mercer US Small/Mid Cap Value Equity Fund

Schedule of Investments (Continued)

(showing percentage of net assets)

September 30, 2012 (Unaudited)

Shares		Description	Value ($)
		Computers — 2.7%
	111,100	Brocade Communications Systems, Inc.*		657,157
	200,650	Cadence Design Systems, Inc.*		2,581,362
	33,640	DST Systems, Inc.		1,902,678
	8,710	j2 Global, Inc.‡		285,862
	8,570	Lexmark International, Inc. Class A‡		190,683
	16,150	Manhattan Associates, Inc.*		924,910
	138,400	Quantum Corp.*		222,824
	35,725	Riverbed Technology, Inc.*		831,321
	60,500	STEC, Inc.*		408,375
	35,300	Sykes Enterprises, Inc.*		474,432
	24,100	Unisys Corp.*		501,762
	21,300	Xyratex, Ltd.		195,960
				9,177,326
		Cosmetics & Personal Care — 1.1%
	53,080	Elizabeth Arden, Inc.*		2,507,499
	56,600	Inter Parfums, Inc.‡		1,035,780
	52,200	Skilled Healthcare Group, Inc. Class A*		335,646
				3,878,925
		Distribution & Wholesale — 0.6%
	1,600	Core-Mark Holding Co., Inc.		76,976
	48,750	Ingram Micro, Inc. Class A*		742,463
	19,590	Owens & Minor, Inc.		585,349
	5,100	Tech Data Corp.*		231,030
	7,111	WESCO International, Inc.*		406,749
				2,042,567
		Diversified Financial Services — 1.4%
	41,850	BGC Partners, Inc. Class A		205,065
	54,800	Investment Technology Group, Inc.*		476,760
	1,100	Legg Mason, Inc.		27,148
	8,800	Nelnet, Inc. Class A		208,912
	7,040	Oppenheimer Holdings, Inc. Class A		112,288
	10,600	Piper Jaffray Cos.*		269,770
	55,725	Raymond James Financial, Inc.		2,042,321
	96,200	SLM Corp.		1,512,264
				4,854,528
		Electric — 2.6%
	21,300	Avista Corp.		548,262
	3,900	CH Energy Group, Inc.‡		254,319
	45,775	Cleco Corp.		1,921,634
	103,100	CMS Energy Corp.		2,428,005
	3,200	El Paso Electric Co.		109,600
	7,100	MGE Energy, Inc.		376,229
	2,800	OGE Energy Corp.		155,288
	17,900	Otter Tail Corp.‡		427,094

See accompanying Notes to the Financial Statements. 29

Mercer US Small/Mid Cap Value Equity Fund

Schedule of Investments (Continued)

(showing percentage of net assets)

September 30, 2012 (Unaudited)

Shares		Description	Value ($)
		Electric — continued
	14,700	Pinnacle West Capital Corp.		776,160
	64,750	PNM Resources, Inc.		1,361,693
	21,900	Portland General Electric Co.		592,176
	3,820	UNS Energy Corp.		159,905
				9,110,365
		Electrical Components & Equipment — 0.3%
	23,900	Advanced Energy Industries, Inc.*		294,448
	1,100	Energizer Holdings, Inc.		82,071
	6,400	EnerSys*		225,856
	8,400	General Cable Corp.*		246,792
	9,500	Power-One, Inc.* ‡		53,200
				902,367
		Electronics — 2.9%
	29,162	Arrow Electronics, Inc.*		983,051
	30,794	Avnet, Inc.*		895,798
	5,100	AVX Corp.		48,909
	30,504	Coherent, Inc.*		1,398,913
	8,290	Cubic Corp.		414,997
	30,710	Daktronics, Inc.		292,052
	40,075	FEI Co.		2,144,013
	58,900	Jabil Circuit, Inc.		1,102,608
	80,525	PerkinElmer, Inc.		2,373,072
	2,900	Sanmina-SCI Corp.*		24,621
	37,500	Vishay Intertechnology, Inc.*		368,625
				10,046,659
		Energy-Alternate Sources — 0.0%
	22,700	Green Plains Renewable Energy, Inc.*		133,022
		Engineering & Construction — 1.0%
	28,500	AECOM Technology Corp.*		603,060
	4,000	Dycom Industries, Inc.*		57,520
	3,500	Granite Construction, Inc.		100,520
	66,600	KBR, Inc.		1,986,012
	7,300	Layne Christensen Co.*		143,153
	22,300	Mistras Group, Inc.*		517,360
	12,200	Orion Marine Group, Inc.*		90,646
				3,498,271
		Entertainment — 1.2%
	8,880	Ascent Media Corp.*		479,609
	13,000	Carmike Cinemas, Inc.*		146,250
	24,430	DreamWorks Animation SKG, Inc. Class A* ‡		469,789
	52,780	Madison Square Garden, Inc.*		2,125,450
	30,150	Marriott Vacations Worldwide Corp.*		1,086,003
				4,307,101

30 See accompanying Notes to the Financial Statements.

Mercer US Small/Mid Cap Value Equity Fund

Schedule of Investments (Continued)

(showing percentage of net assets)

September 30, 2012 (Unaudited)

Shares		Description	Value ($)
		Food — 3.4%
	48,300	Chiquita Brands International, Inc.*		369,012
	43,900	Dean Foods Co.*		717,765
	46,100	Fresh Del Monte Produce, Inc.		1,180,160
	9,625	Hain Celestial Group (The), Inc.*		606,375
	51,930	Harris Teeter Supermarkets, Inc.		2,016,961
	50,500	Hormel Foods Corp.		1,476,620
	14,154	Industrias Bachoco, S.A.B., Sponsored ADR‡		339,696
	1,000	Ingredion, Inc.		55,160
	9,460	J&J Snack Foods Corp.		542,342
	18,025	JM Smucker Co. (The)		1,556,098
	31,600	Nash Finch Co.		645,272
	21,400	Smithfield Foods, Inc.*		420,510
	20,050	TreeHouse Foods, Inc.*		1,052,625
	19,053	Village Super Market, Inc. Class A		700,389
				11,678,985
		Forest Products & Paper — 2.5%
	212,225	Boise, Inc.		1,859,091
	7,000	Buckeye Technologies, Inc.		224,420
	51,900	Clearwater Paper Corp.*		2,143,989
	20,100	Deltic Timber Corp.		1,311,726
	7,600	Domtar Corp.		595,004
	19,200	Glatfelter		341,952
	51,500	MeadWestvaco Corp.		1,575,900
	36,950	Resolute Forest Products* ‡		480,350
	12,100	Wausau Paper Corp.‡		112,046
				8,644,478
		Gas — 2.4%
	8,200	Atmos Energy Corp.		293,478
	74,320	Energen Corp.		3,895,111
	21,700	Laclede Group (The), Inc.		933,100
	109,350	NiSource, Inc.		2,786,238
	10,220	UGI Corp.		324,485
				8,232,412
		Hand & Machine Tools — 0.3%
	14,475	Snap-on, Inc.		1,040,318
		Health Care - Products — 1.9%
	22,100	CONMED Corp.		629,850
	46,660	Hill-Rom Holdings, Inc.		1,355,940
	34,460	ICU Medical, Inc.*		2,084,141
	47,000	Invacare Corp.		664,580
	72,530	Nordion, Inc.		489,577
	2,000	Orthofix International NV*		89,500
	35,420	STERIS Corp.		1,256,347
	6,200	Symmetry Medical, Inc.*		61,318
				6,631,253

See accompanying Notes to the Financial Statements. 31

Mercer US Small/Mid Cap Value Equity Fund

Schedule of Investments (Continued)

(showing percentage of net assets)

September 30, 2012 (Unaudited)

Shares		Description	Value ($)
		Health Care - Services — 1.2%
	1,300	Almost Family, Inc.* ‡		27,664
	17,000	Amedisys, Inc.* ‡		234,770
	10,900	Community Health Systems, Inc.*		317,626
	10,400	Coventry Health Care, Inc.		433,576
	23,710	Ensign Group (The), Inc.‡		725,645
	45,700	Gentiva Health Services, Inc.*		517,324
	9,600	Health Net, Inc.*		216,096
	3,700	Magellan Health Services, Inc.*		190,957
	40,100	Select Medical Holdings Corp.*		450,323
	17,350	WellCare Health Plans, Inc.*		981,142
				4,095,123
		Home Builders — 1.0%
	10,900	D.R. Horton, Inc.‡		224,976
	31,800	KB Home‡		456,330
	27,700	MDC Holdings, Inc.		1,066,727
	100	NVR, Inc.*		84,450
	63,000	PulteGroup, Inc.*		976,500
	18,650	Thor Industries, Inc.		677,368
				3,486,351
		Home Furnishings — 0.4%
	12,000	Harman International Industries, Inc.		553,920
	51,300	La-Z-Boy, Inc.*		750,519
	7,400	VOXX International Corp.*		55,352
				1,359,791
		Household Products & Wares — 0.3%
	27,200	American Greetings Corp. Class A‡		456,960
	16,300	Central Garden and Pet Co. Class A*		196,904
	7,100	Helen of Troy, Ltd.*		225,993
	3,200	Jarden Corp.		169,088
				1,048,945
		Insurance — 9.7%
	4,433	Alleghany Corp.*		1,529,119
	35,550	Allied World Assurance Co. Holdings, Ltd.		2,746,238
	79,040	Alterra Capital Holdings, Ltd.		1,892,218
	17,200	American Financial Group, Inc.		651,880
	28,675	Arch Capital Group, Ltd.*		1,195,174
	6,800	Argo Group International Holdings, Ltd.		220,252
	21,100	Aspen Insurance Holdings, Ltd.		643,339
	18,300	Assurant, Inc.		682,590
	4,100	Assured Guaranty, Ltd.		55,842
	49,400	Axis Capital Holdings, Ltd.		1,725,048
	4,100	Endurance Specialty Holdings, Ltd.		157,850
	17,900	Everest Re Group, Ltd.		1,914,584
	2,000	FBL Financial Group, Inc. Class A		66,400

32 See accompanying Notes to the Financial Statements.

Mercer US Small/Mid Cap Value Equity Fund

Schedule of Investments (Continued)

(showing percentage of net assets)

September 30, 2012 (Unaudited)

Shares		Description	Value ($)
		Insurance — continued
	78,800	Genworth Financial, Inc. Class A*		412,124
	23,150	HCC Insurance Holdings, Inc.		784,554
	47,600	Horace Mann Educators Corp.		862,036
	15,600	Infinity Property & Casualty Corp.		942,084
	130,450	Lincoln National Corp.		3,155,585
	77,100	Meadowbrook Insurance Group, Inc.		592,899
	8,815	Navigators Group, Inc.*		433,918
	29,180	PartnerRe, Ltd.		2,167,490
	3,100	Platinum Underwriters Holdings, Ltd.		126,697
	13,400	Primerica, Inc.		383,776
	5,200	ProAssurance Corp.		470,288
	5,900	Protective Life Corp.		154,639
	36,790	Reinsurance Group of America, Inc.		2,129,037
	2,000	Safety Insurance Group, Inc.		91,760
	3,700	StanCorp Financial Group, Inc.		115,588
	46,600	Symetra Financial Corp.		573,180
	15,160	Tower Group, Inc.		293,952
	87,775	Validus Holdings, Ltd.‡		2,976,450
	3,349	White Mountains Insurance Group, Ltd.		1,719,176
	25,300	Willis Group Holdings Plc		934,076
	21,010	WR Berkley Corp.		787,665
				33,587,508
		Internet — 1.0%
	20,200	AOL, Inc.*		711,646
	20,300	Blucora, Inc.*		361,543
	20,600	Digital River, Inc.*		343,196
	17,800	EarthLink, Inc.		126,736
	7,900	IAC/InterActiveCorp		411,274
	21,100	KIT Digital, Inc.* ‡		63,300
	46,800	Limelight Networks, Inc.* ‡		109,512
	37,000	United Online, Inc.		204,240
	75,500	ValueClick, Inc.*		1,297,845
				3,629,292
		Investment Companies — 1.1%
	105,400	American Capital, Ltd.*		1,195,236
	11,000	Apollo Investment Corp.		86,570
	5,200	Ares Capital Corp.		89,128
	47,500	BlackRock Kelso Capital Corp.		461,700
	5,200	Capital Southwest Corp.		582,140
	138,600	MCG Capital Corp.		638,946
	30,300	Prospect Capital Corp.‡		349,056
	12,300	Solar Capital, Ltd.		281,916
				3,684,692
		Iron & Steel — 0.3%
	54,000	AK Steel Holding Corp.‡		259,200

See accompanying Notes to the Financial Statements. 33

Mercer US Small/Mid Cap Value Equity Fund

Schedule of Investments (Continued)

(showing percentage of net assets)

September 30, 2012 (Unaudited)

Shares		Description	Value ($)
		Iron & Steel — continued
	5,700	Reliance Steel & Aluminum Co.		298,395
	18,100	Schnitzer Steel Industries, Inc. Class A‡		509,515
				1,067,110
		Lodging — 0.3%
	9,100	Ameristar Casinos, Inc.		161,980
	17,425	Wyndham Worldwide Corp.		914,464
				1,076,444
		Machinery - Diversified — 1.5%
	39,175	AGCO Corp.*		1,860,029
	28,800	Albany International Corp. Class A‡		632,736
	15,225	Applied Industrial Technologies, Inc.		630,772
	17,900	Kadant, Inc.*		415,101
	8,605	Middleby Corp.*		995,082
	5,500	NACCO Industries, Inc. Class A		689,755
				5,223,475
		Media — 0.5%
	39,380	Dolan Co. (The)*		211,864
	7,300	EW Scripps Co. (The) Class A*		77,745
	33,100	Gannett Co., Inc.		587,525
	21,100	Scholastic Corp.		670,558
	6,100	World Wrestling Entertainment, Inc. Class A		49,105
				1,596,797
		Metal Fabricate & Hardware — 0.2%
	6,735	CIRCOR International, Inc.‡		254,246
	7,200	Timken Co. (The)		267,552
				521,798
		Mining — 0.7%
	193,120	AuRico Gold, Inc.*		1,347,978
	183,300	Aurizon Mines, Ltd.*		964,158
	6,300	Coeur d’Alene Mines Corp.*		181,629
	3,000	Horsehead Holding Corp.*		28,020
				2,521,785
		Miscellaneous - Manufacturing — 2.9%
	4,950	Aptargroup, Inc.		255,964
	58,925	Barnes Group, Inc.		1,473,714
	22,120	Brink’s Co. (The)		568,263
	29,700	Ceradyne, Inc.		725,571
	10,800	FreightCar America, Inc.		192,132
	175,669	Griffon Corp.		1,809,391
	900	Harsco Corp.		18,477
	24,780	John Bean Technologies Corp.		404,657

34 See accompanying Notes to the Financial Statements.

Mercer US Small/Mid Cap Value Equity Fund

Schedule of Investments (Continued)

(showing percentage of net assets)

September 30, 2012 (Unaudited)

Shares		Description	Value ($)
		Miscellaneous - Manufacturing — continued
	134,700	Orkla ASA, Sponsored ADR		1,019,679
	4,400	Standex International Corp.‡		195,580
	35,100	STR Holdings, Inc.* ‡		108,810
	6,750	Tredegar Corp.‡		119,745
	66,590	Trimas Corp.*		1,605,485
	46,075	Trinity Industries, Inc.‡		1,380,868
				9,878,336
		Office Furnishings — 0.1%
	4,150	HNI Corp.		105,867
	40,400	Steelcase, Inc. Class A		397,940
				503,807
		Oil & Gas — 4.2%
	28,900	Callon Petroleum Co.*		177,735
	50,300	Carrizo Oil & Gas, Inc.* ‡		1,258,003
	1,400	Contango Oil & Gas Co.*		68,796
	16,200	Delek US Holdings, Inc.		412,938
	81,214	Denbury Resources, Inc.*		1,312,418
	27,150	Endeavour International Corp.* ‡		262,541
	1,300	Energy XXI Bermuda, Ltd.		45,435
	30,200	EPL Oil & Gas, Inc.*		612,758
	70,600	HollyFrontier Corp.		2,913,662
	71,650	Miller Energy Resources, Inc.* ‡		360,400
	35,950	Noble Corp.		1,286,291
	141,200	Parker Drilling Co.*		597,276
	19,280	Patterson-UTI Energy, Inc.		305,395
	84,800	Penn Virginia Corp.‡		525,760
	55,673	Plains Exploration & Production Co.*		2,086,067
	39,060	Resolute Energy Corp.*		346,462
	20,380	Rex Energy Corp.*		272,073
	16,000	Stone Energy Corp.*		401,920
	12,100	Swift Energy Co.*		252,648
	40,550	Vaalco Energy, Inc.*		346,703
	22,900	W&T Offshore, Inc.‡		430,062
	2,700	Western Refining, Inc.‡		70,686
	11,200	WPX Energy, Inc.*		185,808
				14,531,837
		Oil & Gas Services — 1.2%
	48,600	Helix Energy Solutions Group, Inc.*		887,922
	11,100	Mitcham Industries, Inc.*		176,823
	17,350	Oil States International, Inc.*		1,378,631
	30,925	Superior Energy Services*		634,581
	13,400	Tesco Corp.*		143,112
	47,780	TETRA Technologies, Inc.*		289,069
	91,400	Willbros Group, Inc.*		490,818
				4,000,956

See accompanying Notes to the Financial Statements. 35

Mercer US Small/Mid Cap Value Equity Fund

Schedule of Investments (Continued)

(showing percentage of net assets)

September 30, 2012 (Unaudited)

Shares		Description	Value ($)
		Pharmaceuticals — 2.2%
	34,900	Allos Therapeutics, Inc.* ****		—
	23,550	Herbalife, Ltd.		1,116,270
	16,100	Hi-Tech Pharmacal Co., Inc.*		533,071
	20,925	Jazz Pharmaceuticals Plc*		1,192,934
	14,100	Omega Protein Corp.*		96,726
	28,200	Omnicare, Inc.		957,954
	15,400	PharMerica Corp.*		194,964
	24,300	Salix Pharmaceuticals, Ltd.*		1,028,862
	42,350	Sirona Dental Systems, Inc.*		2,412,256
				7,533,037
		Pipelines — 0.0%
	2,800	Crosstex Energy, Inc.		39,284
		Real Estate — 0.9%
	11,900	FirstService Corp.*		332,605
	151,600	Forestar Group, Inc.*		2,525,656
	28,120	Hilltop Holdings, Inc.* ‡		357,405
				3,215,666
		REITS — 6.6%
	4,200	Alexandria Real Estate Equities, Inc. REIT		308,784
	2,300	American Assets Trust, Inc. REIT		61,617
	48,575	American Capital Mortgage Investment Corp. REIT‡		1,220,690
	10,000	Ashford Hospitality Trust, Inc. REIT		84,000
	29,500	Associated Estates Realty Corp. REIT		447,220
	142,250	BioMed Realty Trust, Inc. REIT		2,662,920
	201,800	Brandywine Realty Trust REIT‡		2,459,942
	5,100	Camden Property Trust REIT		328,899
	13,300	Campus Crest Communities, Inc. REIT		143,640
	108,425	CBL & Associates Properties, Inc. REIT		2,313,789
	15,600	Chesapeake Lodging Trust REIT		309,972
	66,100	Chimera Investment Corp. REIT		179,131
	16,400	Coresite Realty Corp. REIT‡		441,816
	6,600	CubeSmart REIT		84,942
	2,900	Douglas Emmett, Inc. REIT		66,903
	37,900	DuPont Fabros Technology, Inc. REIT‡		956,975
	1,000	EastGroup Properties, Inc. REIT		53,200
	7,900	Entertainment Properties Trust REIT		350,997
	3,200	Federal Realty Investment Trust REIT		336,960
	4,500	First Industrial Realty Trust, Inc. REIT*		59,130
	18,400	Government Properties Income Trust REIT‡		430,560
	3,600	Hatteras Financial Corp. REIT		101,484
	11,500	Home Properties, Inc. REIT		704,605
	19,300	Hospitality Properties Trust REIT		458,954
	61,700	Inland Real Estate Corp. REIT		509,025
	4,500	Investors Real Estate Trust REIT‡		37,215
	16,600	Kilroy Realty Corp. REIT		743,348

36 See accompanying Notes to the Financial Statements.

Mercer US Small/Mid Cap Value Equity Fund

Schedule of Investments (Continued)

(showing percentage of net assets)

September 30, 2012 (Unaudited)

Shares		Description	Value ($)
		REITS — continued
	3,600	Liberty Property Trust REIT‡		130,464
	17,700	LTC Properties, Inc. REIT		563,745
	9,000	Mack-Cali Realty Corp. REIT		239,400
	8,200	National Retail Properties, Inc. REIT		250,100
	9,400	Parkway Properties, Inc. REIT		125,678
	23,400	Piedmont Office Realty Trust, Inc. REIT		405,756
	8,800	Post Properties, Inc. REIT		422,048
	13,200	Potlatch Corp. REIT		493,284
	3,200	PS Business Parks, Inc. REIT		213,824
	44,600	Ramco-Gershenson Properties Trust REIT		558,838
	14,100	Rayonier, Inc. REIT		691,041
	7,900	Realty Income Corp. REIT‡		323,031
	21,600	Retail Opportunity Investments Corp. REIT‡		277,992
	13,400	RLJ Lodging Trust REIT		253,394
	30,200	Sabra Healthcare, Inc. REIT		604,302
	15,900	Senior Housing Properties Trust REIT		346,302
	2,100	Sovran Self Storage, Inc. REIT		121,485
	26,800	Sunstone Hotel Investors, Inc. REIT*		294,800
	800	Taubman Centers, Inc. REIT		61,384
	10,700	Urstadt Biddle Properties, Inc. REIT Class A		216,461
	3,800	Washington Real Estate Investment Trust REIT		101,916
	1,100	Weingarten Realty Investors REIT		30,921
	13,000	Winthrop Realty Trust REIT		140,140
				22,723,024
		Retail — 7.7%
	11,680	Abercrombie & Fitch Co. Class A		396,186
	13,600	bebe stores, inc.		65,280
	54,080	Big Lots, Inc.*		1,599,686
	170	Biglari Holdings, Inc.*		62,060
	87,080	Bob Evans Farms, Inc.		3,407,441
	25,664	Brinker International, Inc.		905,939
	31,300	Brown Shoe Co., Inc.		501,739
	2,150	Casey’s General Stores, Inc.		122,851
	15,800	Chico’s FAS, Inc.		286,138
	7,800	Childrens Place Retail Stores (The), Inc.*		468,000
	1,940	Cracker Barrel Old Country Store, Inc.		130,193
	42,100	Denny’s Corp.*		204,185
	1,700	Dillard’s, Inc. Class A		122,944
	113,650	Foot Locker, Inc.		4,034,575
	64,460	Fred’s, Inc. Class A		917,266
	39,600	GameStop Corp. Class A‡		831,600
	61,100	GNC Holdings, Inc. Class A		2,381,067
	31,300	hhgregg, Inc.* ‡		215,970
	7,700	HOT Topic, Inc.		66,990
	51,900	Insight Enterprises, Inc.*		907,212
	12,600	Kirkland’s, Inc.*		125,118
	18,500	Movado Group, Inc.		623,820
	19,475	Nu Skin Enterprises, Inc. Class A‡		756,214

See accompanying Notes to the Financial Statements. 37

Mercer US Small/Mid Cap Value Equity Fund

Schedule of Investments (Continued)

(showing percentage of net assets)

September 30, 2012 (Unaudited)

Shares		Description	Value ($)
		Retail — continued
	40,920	Pep Boys - Manny, Moe & Jack (The)‡		416,566
	113,600	Pier 1 Imports, Inc.		2,128,864
	23,850	PVH Corp.		2,235,222
	10,500	RadioShack Corp.‡		24,990
	6,300	Red Robin Gourmet Burgers, Inc.*		205,128
	31,700	Regis Corp.		582,646
	309,600	Rite Aid Corp.*		362,232
	4,800	Signet Jewelers, Ltd.		234,048
	3,400	Stage Stores, Inc.		71,604
	333,800	Wet Seal (The), Inc. Class A*		1,051,470
				26,445,244
		Savings & Loans — 0.8%
	44,800	Capitol Federal Financial, Inc.		535,808
	40,800	Hudson City Bancorp, Inc.		324,768
	34,500	Oritani Financial Corp.		519,225
	20,300	Provident Financial Services, Inc.		320,537
	10,700	ViewPoint Financial Group, Inc.		205,119
	49,300	Washington Federal, Inc.		822,324
				2,727,781
		Semiconductors — 2.4%
	62,000	Emulex Corp.*		447,020
	16,100	Entegris, Inc.*		130,893
	33,200	Formfactor, Inc.*		185,588
	12,300	Integrated Silicon Solution, Inc.*		113,898
	17,000	LTX-Credence Corp.*		97,750
	45,100	MKS Instruments, Inc.		1,149,599
	46,100	NXP Semiconductor NV* ‡		1,152,961
	20,800	Photronics, Inc.*		111,696
	163,800	PMC-Sierra, Inc.*		923,832
	11,600	Rovi Corp.*		168,316
	60,650	Rudolph Technologies, Inc.*		636,825
	79,600	Skyworks Solutions, Inc.*		1,875,774
	99,200	Teradyne, Inc.*		1,410,624
				8,404,776
		Shipbuilding — 0.0%
	1,400	Huntington Ingalls Industries, Inc.*		58,870
		Software — 1.5%
	9,100	Acxiom Corp.*		166,257
	63,100	Allscripts Healthcare Solutions, Inc.*		784,333
	54,360	CSG Systems International, Inc.*		1,222,556
	49,150	Fidelity National Information Services, Inc.		1,534,463
	19,800	Quality Systems, Inc.		367,290
	75,100	Schawk, Inc.¤		980,055
	2,300	SYNNEX Corp.*		74,934
				5,129,888

38 See accompanying Notes to the Financial Statements.

Mercer US Small/Mid Cap Value Equity Fund

Schedule of Investments (Continued)

(showing percentage of net assets)

September 30, 2012 (Unaudited)

Shares		Description	Value ($)
		Telecommunications — 1.2%
	11,780	Atlantic Tele-Network, Inc.		506,304
	32,700	Calix, Inc.*		209,280
	8,900	Comtech Telecommunications Corp.		245,996
	2,500	GeoEye, Inc.*		66,075
	21,200	Harmonic, Inc.*		96,248
	18,100	IDT Corp. Class B		185,887
	900	Loral Space & Communications, Inc.		63,990
	46,520	NeuStar, Inc. Class A*		1,862,196
	32,400	NII Holdings, Inc.* ‡		254,340
	20,400	Oplink Communications, Inc.*		337,416
	26,100	TeleNav, Inc.*		155,817
	4,300	USA Mobility, Inc.		51,041
	24,200	Vonage Holdings Corp.*		55,176
				4,089,766
		Textiles — 0.6%
	21,965	G&K Services, Inc. Class A		687,724
	20,655	UniFirst Corp.		1,379,548
				2,067,272
		Toys, Games & Hobbies — 0.1%
	17,715	JAKKS Pacific, Inc.‡		258,108
		Transportation — 0.9%
	6,800	Air Transport Services Group, Inc.*		29,920
	39,300	Arkansas Best Corp.		311,256
	4,100	Bristow Group, Inc.		207,255
	8,690	Heartland Express, Inc.		116,099
	23,640	Nordic American Tankers, Ltd.‡		238,291
	19,300	Pacer International, Inc.*		76,814
	44,300	Ryder System, Inc.		1,730,358
	15,200	Saia, Inc.*		306,128
	1,900	Ship Finance International, Ltd.		29,868
				3,045,989
		Trucking & Leasing — 0.4%
	108,480	Aircastle, Ltd.		1,229,078
	1,100	Amerco, Inc.		116,996
				1,346,074
		Water — 0.4%
	11,200	American States Water Co.		497,616
	22,875	American Water Works Co., Inc.		847,748
				1,345,364
		TOTAL COMMON STOCKS (COST $308,051,904)		337,439,856

See accompanying Notes to the Financial Statements. 39

Mercer US Small/Mid Cap Value Equity Fund

Schedule of Investments (Continued)

(showing percentage of net assets)

September 30, 2012 (Unaudited)

Par Value ($)			Description	Value ($)
			SHORT-TERM INVESTMENTS — 9.2%
			Bank Deposit — 3.4%
	11,865,492		State Street Bank & Trust Euro Time Deposit, 0.01%, due 10/01/12		11,865,492
			Securities Lending Collateral — 5.8%
	19,948,386		State Street Navigator Securities Lending Prime Portfolio***		19,948,386
			TOTAL SHORT-TERM INVESTMENTS (COST $31,813,878)		31,813,878
			TOTAL INVESTMENTS — 106.9% (Cost $339,865,782)		369,253,734
			Other Assets and Liabilities (net) — (6.9)%		(23,778,557	)
			NET ASSETS — 100.0%	$	345,475,177
			Notes to Schedule of Investments:
			ADR — American Depository Receipt
			REIT — Real Estate Investment Trust
		*	Non-income producing security
		¤	Illiquid security. The total market value of the securities at period end is $980,055 which represents 0.3% of net assets. The aggregate tax cost of these securities held at September 30, 2012 was $1,081,720.
		‡	All or a portion of this security is out on loan.
		***	Represents an investment of securities lending cash collateral.
		****	Securities fair valued by the Valuation Committee as approved by the Board of Trustees. The total market value of the securities at period end is $0 which represents 0.0% of net assets. The aggregate tax cost of these securities held at September 30, 2012 was $0.

40 See accompanying Notes to the Financial Statements.

Mercer US Small/Mid Cap Value Equity Fund

Schedule of Investments (Continued)

(showing percentage of net assets)

September 30, 2012 (Unaudited)

Futures Contracts

Number of Contracts		Type	Expiration Date	Contract Value		Net Unrealized Appreciation (Depreciation)
	Buys
	27	Russell 2000 Mini Index	December 2012	$	2,252,880	$	912

See accompanying Notes to the Financial Statements. 41

Mercer US Small/Mid Cap Value Equity Fund

Schedule of Investments (Continued)

September 30, 2012 (Unaudited)

Asset Class Summary (Unaudited)	% of Net Assets
Common Stocks		97.7
Futures Contracts		0.0
Short-Term Investments		9.2
Other Assets and Liabilities (net)		(6.9	)
		100.0	%

42 See accompanying Notes to the Financial Statements.

Mercer Non-US Core Equity Fund

Schedule of Investments

(showing percentage of net assets)

September 30, 2012 (Unaudited)

Shares		Description	Value ($)
		COMMON STOCKS — 95.5%
		Australia — 3.0%
	151,279	ALS Ltd.		1,351,336
	187,085	AMP, Ltd.		842,400
	54,536	ASX, Ltd.		1,676,973
	839,433	Atlas Iron, Ltd.		1,230,826
	294,129	BGP Holdings Plc¤ ****		—
	238,761	BHP Billiton, Ltd.		8,203,420
	3,996,331	Boart Longyear Group		6,836,265
	212,125	Brambles, Ltd.		1,548,533
	102,960	Caltex Australia, Ltd.		1,769,836
	253,540	Computershare, Ltd.		2,188,347
	25,834	CSL, Ltd.		1,235,780
	1,003,582	Emeco Holdings, Ltd.		761,846
	112,303	Flight Centre, Ltd.‡		2,754,932
	1,418,282	Fortescue Metals Group, Ltd.‡		5,147,301
	98,334	iiNET, Ltd.		376,308
	107,830	Insurance Australia Group, Ltd.		490,019
	59,047	Macquarie Group, Ltd.		1,747,528
	203,207	Mineral Resources, Ltd.‡		1,620,785
	67,846	Monadelphous Group, Ltd.		1,389,895
	63,385	National Australia Bank, Ltd.		1,680,149
	79,569	NRW Holdings, Ltd.		169,625
	19,842	Rio Tinto, Ltd.		1,101,014
	568,367	Sigma Pharmaceuticals, Ltd.		378,269
	443,644	Suncorp-Metway, Ltd.		4,262,831
	84,628	Sydney Airport		278,095
	1,609,930	Telstra Corp., Ltd.		6,562,731
	207,158	TPG Telecom, Ltd.		478,240
		Total Australia		56,083,284
		Austria — 0.2%
	77,818	OMV AG		2,726,573
	59,439	Voestalpine AG		1,780,945
		Total Austria		4,507,518
		Belgium — 0.7%
	29,295	Ageas		703,258
	38,658	Anheuser-Busch InBev NV		3,290,866
	2,596	Barco NV		176,673
	57,605	Belgacom SA		1,760,084
	36,035	Colruyt SA‡		1,571,339
	44,699	Delhaize Group		1,727,745
	20,411	KBC Ancora*		199,041
	37,926	KBC Groep NV		910,943
	28,619	UCB SA‡		1,575,456
		Total Belgium		11,915,405

See accompanying Notes to the Financial Statements. 43

Mercer Non-US Core Equity Fund

Schedule of Investments (Continued)

(showing percentage of net assets)

September 30, 2012 (Unaudited)

Shares		Description	Value ($)
		Bermuda — 1.0%
	543,621	Catlin Group, Ltd.		4,175,879
	1,001,000	Digital China Holdings, Ltd.		1,595,765
	1,031,533	Esprit Holdings, Ltd.		1,585,899
	391,490	Hiscox, Ltd.		3,072,384
	257,000	Hongkong Land Holdings, Ltd.		1,544,570
	30,400	Jardine Matheson Holdings, Ltd.		1,729,760
	70,566	Seadrill, Ltd.		2,757,409
	550,500	Yue Yuen Industrial Holdings		1,853,165
		Total Bermuda		18,314,831
		Brazil — 0.9%
	79,155	Banco do Brasil SA		967,589
	413,025	BR Malls Participacoes SA		5,730,803
	80,200	Ez Tec Empreendimentos e Participacoes SA		995,385
	273,131	Itau Unibanco Holding SA, ADR		4,173,442
	71,000	Light SA		822,757
	186,373	Petroleo Brasileiro SA, Sponsored ADR		4,113,252
		Total Brazil		16,803,228
		Canada — 0.9%
	13,850	Bank of Montreal		817,811
	267,238	Cameco Corp.‡		5,201,085
	156,540	Gildan Activewear, Inc.		4,958,943
	129,266	Potash Corp. of Saskatchewan (Toronto Exchange)		5,613,635
	6,131	Valeant Pharmaceuticals International, Inc.*		338,094
		Total Canada		16,929,568
		Cayman Islands — 0.7%
	2,225,000	Dongyue Group		987,199
	1,552,678	Sands China, Ltd.		5,787,559
	191,300	Tencent Holdings, Ltd.		6,538,484
		Total Cayman Islands		13,313,242
		China — 0.1%
	1,029,000	China Communications Construction Co., Ltd. Class H		832,145
	948,000	China Petroleum & Chemical Corp. Class H		885,244
	720,000	PetroChina Co., Ltd. Class H		945,359
		Total China		2,662,748
		Denmark — 3.1%
	55,520	Carlsberg AS Class B		4,924,806
	31,786	Christian Hansen Holding AS		958,857
	9,328	Coloplast AS Class B		1,944,608
	165,157	Danske Bank AS*		2,984,147
	46,036	FLSmidth & Co. AS		2,673,371
	253,151	GN Store Nord AS		3,899,100
	24,089	Jyske Bank AS*		716,692
	21,020	NKT Holding AS		732,758

44 See accompanying Notes to the Financial Statements.

Mercer Non-US Core Equity Fund

Schedule of Investments (Continued)

(showing percentage of net assets)

September 30, 2012 (Unaudited)

Shares		Description	Value ($)
		Denmark — continued
	135,151	Novo Nordisk AS		21,376,090
	39,782	Novo Nordisk AS, Sponsored ADR		6,277,997
	75,434	Pandora AS‡		1,028,420
	39,255	Sydbank AS*		741,120
	920,377	TDC AS		6,712,307
	5,041	Topdanmark AS*		988,261
	212,246	Vestas Wind Systems AS* ‡		1,510,549
		Total Denmark		57,469,083
		Finland — 1.2%
	462,921	Fortum OYJ		8,534,198
	43,598	Metso OYJ		1,559,830
	1,488,063	Nokia OYJ, Sponsored ADR		3,824,322
	1,206,834	Nokia OYJ‡		3,120,709
	82,854	Orion OYJ Class B‡		1,774,751
	128,277	Tieto OYJ		2,217,980
	149,908	UPM-Kymmene OYJ		1,696,174
		Total Finland		22,727,964
		France — 8.5%
	3,170	April Group		53,017
	578,978	AXA SA		8,632,869
	240,247	BNP Paribas		11,429,692
	86,765	Bouygues SA‡		2,120,840
	234,662	Cie Generale de Geophysique-Veritas* ‡		7,396,368
	29,244	Cie Generale des Etablissements Michelin		2,293,461
	230,830	CNP Assurances		3,018,626
	505,569	Credit Agricole SA*		3,492,725
	183,709	Danone SA		11,323,124
	96,423	Dassault Systemes SA		10,142,177
	3,330	Essilor International		312,178
	128,355	Etablissements Maurel et Prom		1,905,585
	22,154	Euler Hermes SA		1,466,952
	12,717	Eurazeo		583,249
	382,009	Faurecia‡		6,332,390
	485,878	France Telecom SA		5,868,268
	18,437	GameLoft SA*		122,628
	5,505	Gecina SA REIT		564,166
	3,383	Ipsen SA		82,562
	9,364	L’Oreal		1,159,623
	131,123	Legrand SA		4,947,669
	39,935	LVMH Moet Hennessy Louis Vuitton SA		6,011,034
	138,658	Metropole Television SA		1,894,432
	709,248	Natixis		2,235,496
	62,078	Neopost SA‡		3,431,727
	68,309	PagesJaunes Groupe* ‡		126,986
	3,087	Parrot SA*		97,340
	79,998	Pernod-Ricard SA		8,985,718

See accompanying Notes to the Financial Statements. 45

Mercer Non-US Core Equity Fund

Schedule of Investments (Continued)

(showing percentage of net assets)

September 30, 2012 (Unaudited)

Shares		Description	Value ($)
		France — continued
	8,084	Plastic Omnium SA		201,553
	2,485	Remy Cointreau SA		286,127
	12,634	Renault SA		593,583
	159,104	Sanofi-Aventis		13,580,998
	33,487	Schneider Electric SA		1,984,096
	304,577	SCOR SE		7,862,233
	190,799	Societe Generale*		5,424,729
	1,329	Societe Internationale de Plantations d’Heveas SA		113,152
	90,102	Technicolor*		222,559
	140,360	Total SA		6,970,121
	47,526	Total SA, Sponsored ADR		2,381,053
	132,463	UBISOFT Entertainment*		1,057,757
	10,622	Unibail-Rodamco REIT		2,119,472
	78,038	Valeo SA		3,614,251
	174,598	Vivendi SA		3,408,612
		Total France		155,851,198
		Germany — 8.3%
	21,502	ADVA AG Optical Networking*		137,426
	12,491	Aurubis AG		728,759
	22,599	BASF SE		1,908,682
	346,217	Bayer AG		29,766,619
	100,263	Bayerische Motoren Werke AG		7,340,725
	26,988	Beiersdorf AG		1,982,515
	21,057	Brenntag AG		2,698,146
	127,397	Continental AG		12,488,890
	117,121	DaimlerChrysler AG		5,675,216
	482,918	Deutsche Post AG		9,443,362
	408,878	Deutsche Telekom AG		5,036,655
	249,400	Deutsche Wohnen AG		4,386,061
	121,531	Deutz AG*		547,067
	29,898	Duerr AG		1,993,577
	133,599	E.ON AG		3,173,673
	23,273	Fresenius Medical Care AG & Co. KGaA		1,708,417
	130,876	Fresenius SE		15,210,719
	249,476	GEA Group AG		7,556,786
	91,364	GSW Immobilien AG		3,392,197
	27,943	Hannover Rueckversicherung AG		1,787,547
	6,445	Henkel AG & Co. KGaA		420,959
	22,885	Kabel Deutschland Holding AG*		1,634,300
	66,357	Leoni AG		2,480,801
	47,241	Linde AG		8,143,921
	26,120	Merck Kgaa		3,225,923
	34,716	Metro AG		1,039,511
	11,574	Muenchener Rueckver AG		1,809,129
	45,877	Rheinmetall AG		2,142,453
	68,732	SAP AG		4,873,030
	51,498	Suedzucker AG		1,825,247

46 See accompanying Notes to the Financial Statements.

Mercer Non-US Core Equity Fund

Schedule of Investments (Continued)

(showing percentage of net assets)

September 30, 2012 (Unaudited)

Shares		Description	Value ($)
		Germany — continued
	86,264	Symrise AG		2,924,286
	195,610	TAG Immobilien AG‡		2,084,435
	83,045	TUI AG*		716,238
	10,991	Volkswagen AG		1,841,017
		Total Germany		152,124,289
		Greece — 0.1%
	214,703	Hellenic Telecommunications Organization SA*		803,786
	68,651	Intralot SA-Integrated Lottery Systems & Services		116,582
	25,805	JUMBO SA		142,752
	72,007	OPAP SA		370,548
		Total Greece		1,433,668
		Hong Kong — 1.1%
	424,400	AIA Group, Ltd.		1,573,727
	2,423,800	China Resources Power Holdings Co., Ltd.		5,308,242
	769,830	China Unicom Hong Kong, Ltd.		1,262,985
	156,000	Galaxy Entertainment Group, Ltd.*		525,147
	183,000	Hutchison Whampoa, Ltd.		1,771,406
	4,947,581	Lenovo Group, Ltd.		4,115,938
	1,241,000	New World Development, Ltd.		1,920,743
	4,327,000	PCCW, Ltd.		1,769,141
	96,000	SJM Holdings, Ltd.		208,511
	178,000	Swire Pacific, Ltd. Class A		2,179,873
	49,000	Television Broadcasts, Ltd.		362,448
		Total Hong Kong		20,998,161
		Indonesia — 0.5%
	6,357,000	Bank Rakyat Indonesia Persero Tbk PT		4,948,762
	254,000	Indo Tambangraya Megah Tbk PT		1,118,714
	4,177,000	Perusahaan Perkebunan London Sumatra Indonesia Tbk PT		1,069,347
	644,000	Tambang Batubara Bukit Asam Persero Tbk PT		1,090,157
	4,228,500	Vale Indonesia Tbk PT		1,303,456
		Total Indonesia		9,530,436
		Ireland — 0.5%
	326,955	CRH Plc		6,293,363
	32,673	Paddy Power Plc		2,420,727
		Total Ireland		8,714,090
		Israel — 0.6%
	11,554	NICE Systems, Ltd.*		382,581
	273,364	Teva Pharmaceutical Industries, Ltd., Sponsored ADR		11,320,003
		Total Israel		11,702,584
		Italy — 2.8%
	191,780	Assicurazioni Generali Spa‡		2,760,852

See accompanying Notes to the Financial Statements. 47

Mercer Non-US Core Equity Fund

Schedule of Investments (Continued)

(showing percentage of net assets)

September 30, 2012 (Unaudited)

Shares		Description	Value ($)
		Italy — continued
	109,963	Azimut Holding Spa		1,269,669
	127,545	Banca Piccolo Credito Valtellinese Scarl		209,374
	91,988	Banca Popolare dell’Emilia Romagna Scarl		496,329
	571,016	Banca Popolare di Milano Scarl*		300,383
	675,596	Beni Stabili Spa REIT		356,353
	662,813	Enel Spa		2,346,654
	450,391	ENI Spa‡		9,861,862
	32,677	Exor Spa		822,702
	337,587	Fiat Spa (MIL Exchange)*		1,803,237
	3,241,825	Intesa Sanpaolo Spa		4,933,828
	383,751	Intesa Sanpaolo Spa-RSP		496,658
	120,240	Mediolanum Spa		518,207
	968,187	Milano Assicurazioni Spa*		421,626
	51,195	Pirelli & C. Spa		551,926
	51,872	Salvatore Ferragamo Italia Spa		1,080,412
	5,951,489	Telecom Italia Spa		5,972,139
	6,211,769	Telecom Italia Spa-RNC		5,446,165
	2,484,472	UniCredit Spa*		10,330,352
	196,945	Unione di Banche Italiane SCPA		728,691
		Total Italy		50,707,419
		Japan — 19.9%
	32,800	Advantest Corp.		427,918
	34,100	Aeon Co., Ltd.		387,022
	451,200	Aiful Corp.*		794,530
	14,000	Ain Pharmaciez, Inc.		1,002,314
	39,700	Aisin Seiki Co., Ltd.		1,132,828
	79,000	Ajinomoto Co., Inc.		1,242,879
	92,300	Alpine Electronics, Inc.		862,495
	74,500	Alps Electric Co., Ltd.		386,864
	265,000	Amada Co., Ltd.		1,164,910
	54,300	AOC Holdings, Inc.		159,829
	98,400	Astellas Pharma, Inc.		5,014,859
	60,500	Best Denki Co., Ltd.*		105,758
	146,600	Bridgestone Corp.		3,410,617
	72,800	Brother Industries, Ltd.		677,470
	279,000	Calsonic Kansei Corp.		1,079,422
	222,000	Central Glass Co., Ltd.		662,005
	16,000	Central Japan Railway Co.		1,410,797
	245,294	Chiba Bank, Ltd. (The)		1,431,407
	138,500	Citizen Holdings Co., Ltd.		706,742
	53,700	Coca-Cola Central Japan Co., Ltd.		695,753
	6,400	Cocokara fine, Inc.		224,165
	22,900	Cosmos Pharmaceutical Corp.		2,110,450
	47,600	Credit Saison Co., Ltd.		1,154,514
	2,643	Dai-ichi Life Insurance Co., Ltd. (The)		3,009,895
	199,000	Daicel Corp.		1,197,069
	75,000	Daihatsu Motor Co., Ltd.		1,255,141
	100,900	Daiichi Sanyko Co., Ltd.		1,673,021

48 See accompanying Notes to the Financial Statements.

Mercer Non-US Core Equity Fund

Schedule of Investments (Continued)

(showing percentage of net assets)

September 30, 2012 (Unaudited)

Shares		Description	Value ($)
		Japan — continued
	219,800	Daikin Industries, Ltd.		5,715,365
	335,000	Daikyo, Inc.		848,265
	686,000	Daiwa House Industry Co., Ltd.		9,990,206
	960,246	Daiwa Securities Group, Inc.		3,665,721
	203,900	Dena Co., Ltd.		6,793,172
	40,000	Denso Corp.		1,260,154
	20,700	Eisai Co., Ltd.		936,555
	213,000	Fuji Heavy Industries, Ltd.		1,774,087
	2,942	Fuji Media Holdings, Inc.		4,832,745
	126,100	FUJIFILM Holdings Corp.		2,120,036
	97,000	Fujitsu General, Ltd.		862,776
	577,000	Fujitsu, Ltd.		2,173,021
	517,000	Fukuoka Financial Group, Inc.		2,106,542
	29,400	Funai Electric Co., Ltd.		416,059
	28,800	Fuyo General Lease Co., Ltd.		845,121
	72,197	Glory, Ltd.		1,701,919
	241,294	Hachijuni Bank, Ltd. (The)		1,342,934
	6,900	Heiwado Co., Ltd.		100,751
	427,000	Hino Motors, Ltd.		2,804,589
	19,400	Hirose Electric Co., Ltd.		2,181,877
	31,959	Hisamitsu Pharmaceutical Co., Inc.		1,772,533
	34,300	Hitachi High-Technologies Corp.		830,166
	69,000	Hitachi Kokusai Electric, Inc.		458,522
	55,800	House Foods Corp.		947,452
	1,112	Inpex Holdings, Inc.		6,653,419
	451,000	Isuzu Motors, Ltd.		2,185,437
	50,900	Ito En, Ltd.		1,019,963
	127,600	Itochu Corp.		1,297,321
	32,000	Japan Aviation Electronics Industry, Ltd.		269,820
	83,000	Japan Securities Finance Co., Ltd.		381,928
	513,500	Japan Tobacco, Inc.		15,457,802
	346,714	Joyo Bank, Ltd. (The)		1,702,375
	45,900	JVC Kenwood Holdings, Inc.		165,193
	259,300	JX Holdings, Inc.		1,423,150
	259,000	Kaneka Corp.		1,251,722
	442,008	Kao Corp.		13,067,075
	3,192	Kao Corp., Sponsored ADR		94,004
	326,500	KDDI Corp.		25,431,748
	210,000	Kirin Holdings Co., Ltd.		2,817,995
	61,900	Kobayashi Pharmaceutical Co., Ltd.		3,313,798
	209,200	Komatsu, Ltd.		4,132,910
	755,764	Konica Minolta Holdings, Inc.		5,828,514
	68,186	Kose Corp.		1,594,220
	76,373	Lawson, Inc.		5,889,949
	16,000	Marudai Food Co., Ltd.		59,434
	64,200	Matsushita Electric Industrial Co., Ltd.		425,799
	20,600	Megmilk Snow Brand Co., Ltd.		366,193
	25,300	MEIJI Holdings Co., Ltd.		1,260,122
	18,600	Ministop Co., Ltd.		310,797

See accompanying Notes to the Financial Statements. 49

Mercer Non-US Core Equity Fund

Schedule of Investments (Continued)

(showing percentage of net assets)

September 30, 2012 (Unaudited)

Shares		Description	Value ($)
		Japan — continued
	66,000	Mitsubishi Estate Co., Ltd.		1,267,404
	226,000	Mitsubishi Gas Chemical Co., Inc.		1,138,715
	745,300	Mitsubishi UFJ Financial Group, Inc.		3,506,167
	14,650	Mitsubishi UFJ Lease & Finance Co., Ltd.		619,518
	598,000	Mitsui Chemicals, Inc.		1,176,015
	90,000	Mitsui Sugar Co., Ltd.		300,771
	221,000	Morinaga Milk Industry Co., Ltd.		755,604
	171,500	MS&AD Insurance Group Holdings		2,978,104
	9,600	Musashi Seimitsu Industry Co., Ltd.		177,440
	100,900	Nexon Co., Ltd.*		1,391,590
	63,100	Nidec Corp.		4,631,118
	56,300	Nihon Kohden Corp.		1,960,369
	19,100	Nintendo Co., Ltd.		2,428,008
	13,000	Nippo Corp.		151,221
	81,000	Nippon Flour Mills Co., Ltd.		362,314
	83,000	Nippon Sharyo, Ltd.		292,314
	236,800	Nippon Telegraph & Telephone Corp.		11,322,571
	218,400	Nippon Television Network Corp.		3,222,663
	400,000	Nishimatsu Construction Co., Ltd.		616,967
	50,597	Nissan Motor Company, Ltd.		432,481
	14,400	Nissin Kogyo Co., Ltd.		189,162
	49,600	Nitori Co., Ltd.		4,622,108
	130,900	NKSJ Holdings, Inc.		2,570,889
	357,400	Nomura Holdings, Inc.		1,281,679
	51,200	Nomura Real Estate Holdings, Inc.		902,910
	181,341	Nomura Research Institute, Ltd.		3,750,356
	6,009	NTT DoCoMo, Inc.		9,778,141
	13,410	Obic Co., Ltd.		2,821,616
	771,000	Oki Electric Industry Co., Ltd.*		881,992
	21,800	Ono Pharmaceutical Co., Ltd.		1,346,388
	29,100	Oracle Corp. Japan		1,505,495
	228,000	Orient Corp.*		351,671
	53,720	Orix Corp.		5,413,429
	101,400	Otsuka Holdings Co., Ltd.		3,154,087
	314,300	Pioneer Corp.*		771,611
	26,400	Pola Orbis Holdings, Inc.		834,756
	210,000	Press Kogyo Co., Ltd.		842,159
	749,600	Rakuten, Inc.		7,659,794
	626,200	Resona Holdings, Inc.		2,575,630
	47,000	Riken Corp.		173,380
	15,800	Round One Corp.		76,360
	56,134	Sankyo Co., Ltd.		2,622,713
	11,000	Sanoh Industrial Co., Ltd.		71,967
	76,533	Santen Pharmaceutical Co., Ltd.		3,531,536
	320,441	Sapporo Hokuyo Holdings, Inc.*		922,606
	31,800	Seiko Epson Corp.		194,560
	30,000	Sekisui Chemical Co., Ltd.		242,545
	162,700	Seven & I Holdings Co., Ltd.		5,012,749
	2,759	Seven & I Holdings Co., Ltd., ADR		168,713

50 See accompanying Notes to the Financial Statements.

Mercer Non-US Core Equity Fund

Schedule of Investments (Continued)

(showing percentage of net assets)

September 30, 2012 (Unaudited)

Shares		Description	Value ($)
		Japan — continued
	184,240	Shin-Etsu Chemical Co., Ltd.		10,396,062
	93,900	Showa Corp.		831,582
	1,368	SKY Perfect JSAT Holdings, Inc.		618,062
	87,500	Sodick Co., Ltd.		372,269
	141,200	Softbank Corp.		5,735,116
	59,700	Sony Financial Holdings, Inc.		1,026,717
	11,000	Sugi Holdings Co., Ltd.		387,545
	98,300	Sumitomo Corp.		1,330,461
	94,800	Sumitomo Electric Industries, Ltd.		1,005,270
	250,341	Sumitomo Mitsui Financial Group		7,851,312
	48,800	Sumitomo Rubber Industries, Ltd.		581,460
	78,000	T.RAD Co., Ltd.		172,442
	73,800	Tachi-S Co., Ltd.		1,257,825
	112,000	Takara Holdings, Inc.		830,643
	29,300	Takeda Pharmaceutical Co., Ltd.		1,353,901
	370,000	Toagosei Co., Ltd.		1,398,200
	9,100	Tocalo Co., Ltd.		140,009
	256,300	Tokio Marine Holdings, Inc.		6,568,923
	35,400	TOMONY Holdings, Inc.		158,799
	226,000	Toppan Printing Co., Ltd.		1,315,913
	16,300	Topre Corp.		138,487
	742,900	TOTO, Ltd.		5,481,036
	46,600	Toyota Industries Corp.		1,308,753
	146,400	Toyota Motor Corp.		5,720,514
	13,100	Unicharm Corp.		754,344
	46,000	Uniden Corp.		97,558
	29,800	Unipres Corp.		662,265
	155,100	UNY Co., Ltd.		1,210,099
	27,327	USS Co., Ltd.		2,897,786
	33,400	West Japan Railway Co.		1,431,735
	361,562	Yamato Holdings Co., Ltd.		5,744,096
	577,800	Yokogawa Electric Corp.		6,698,915
	128,000	Yokohama Rubber Co., Ltd. (The)		947,661
	13,500	Yorozu Corp.		211,870
		Total Japan		365,901,916
		Luxembourg — 0.9%
	55,607	ArcelorMittal		798,368
	47,926	ArcelorMittal (NPV Shares)		692,052
	54,637	Millicom International Cellular SA, ADR		5,079,043
	27,100	Tenaris SA, ADR		1,104,867
	445,957	Tenaris SA		9,110,729
		Total Luxembourg		16,785,059
		Malaysia — 0.2%
	528,400	Boustead Holdings Bhd		898,963
	814,000	Genting Malaysia Bhd		932,112
	289,300	Sime Darby Bhd		927,577
		Total Malaysia		2,758,652

See accompanying Notes to the Financial Statements. 51

Mercer Non-US Core Equity Fund

Schedule of Investments (Continued)

(showing percentage of net assets)

September 30, 2012 (Unaudited)

Shares		Description	Value ($)
		Malta — 0.1%
	31,613	Unibet Group Plc, SDR		887,166
		Mauritius — 0.1%
	3,170,000	Golden Agri-Resources, Ltd.		1,705,551
		Mexico — 0.4%
	505,000	Alfa SAB de CV Class A		941,088
	210,153	America Movil SA de CV Series L, ADR		5,346,292
	293,900	Grupo Mexico SAB de CV Series B		972,409
		Total Mexico		7,259,789
		Netherlands — 2.3%
	370,970	Aegon NV		1,930,487
	135,126	Aegon NV, ADR		704,006
	32,884	Akzo Nobel NV		1,861,008
	86,663	ASM International NV‡		2,917,743
	91,476	ASML Holding NV		4,910,432
	30,558	ASML Holding NV, ADR		1,635,022
	33,613	Corio NV REIT		1,430,698
	89,830	Delta Lloyd NV		1,371,194
	7,822	Eurocommercial Properties NV REIT		296,758
	38,028	Heineken Holding NV		1,849,045
	187,987	Heineken NV		11,219,199
	438,598	ING Groep NV, ADR*		3,469,611
	181,482	Koninklijke Ahold NV		2,275,696
	36,110	Koninklijke DSM NV		1,802,473
	150,606	Royal KPN NV		1,152,065
	485,964	STMicroelectronics NV		2,621,432
	15,510	Wereldhave NV		863,393
		Total Netherlands		42,310,262
		New Zealand — 0.2%
	239,820	AMP NZ Office, Ltd.		195,234
	153,294	Goodman Property Trust REIT		129,888
	143,839	Ryman Healthcare, Ltd.		489,897
	182,075	Sky City Entertainment Group, Ltd.		571,724
	1,031,832	Telecom Corp. of New Zealand, Ltd.		2,040,000
		Total New Zealand		3,426,743
		Norway — 2.3%
	26,153	Aker Solutions ASA		495,668
	874,732	DnB NOR ASA		10,733,986
	42,752	Fred Olsen Energy ASA		1,911,772
	675,866	Marine Harvest ASA*		546,615
	1,307,156	Norsk Hydro ASA		6,128,435
	189,684	Petroleum Geo-Services ASA		3,137,765
	315,065	Statoil ASA		8,139,693
	19,498	Statoil ASA, Sponsored ADR		502,853

52 See accompanying Notes to the Financial Statements.

Mercer Non-US Core Equity Fund

Schedule of Investments (Continued)

(showing percentage of net assets)

September 30, 2012 (Unaudited)

Shares		Description	Value ($)
		Norway — continued
	352,190	Storebrand ASA*		1,619,208
	135,881	TGS Nopec Geophysical Co. ASA		4,436,165
	80,524	Yara International ASA		4,036,890
		Total Norway		41,689,050
		Pakistan — 0.0%
	60,257	Pakistan Petroleum		111,805
		Portugal — 0.1%
	846,533	EDP - Energias de Portugal SA		2,332,776
	43,096	Sonaecom SGPS SA		76,456
		Total Portugal		2,409,232
		Singapore — 1.5%
	797,946	DBS Group Holdings, Ltd.		9,360,433
	999,000	First Resources, Ltd.		1,718,342
	344,000	Frasers Commercial Trust REIT		329,502
	1,445,000	Indofood Agri Resources, Ltd.‡		1,607,911
	42,000	Jardine Cycle & Carriage, Ltd.‡		1,646,857
	176,000	Keppel Corp., Ltd.		1,635,608
	390,000	M1, Ltd.		874,297
	3,884,000	Olam International, Ltd.‡		6,490,748
	174,000	Parkway Life Real Estate Investment Trust REIT		281,560
	37,000	UOL Group, Ltd.		172,830
	227,230	Venture Corp., Ltd.		1,491,156
	1,997,000	Yangzijiang Shipbuilding Holdings, Ltd.‡		1,595,386
		Total Singapore		27,204,630
		South Africa — 0.4%
	13,873	Kumba Iron Ore, Ltd.		845,580
	121,126	Sasol, Ltd.		5,465,177
	298,702	Steinhoff International Holdings, Ltd.*		944,129
		Total South Africa		7,254,886
		South Korea — 1.1%
	279,616	Celltrion, Inc.		7,044,333
	28,160	Hana Financial Group, Inc.		862,720
	4,258	Hyundai Heavy Industries Co., Ltd.		967,357
	3,371	Hyundai Mobis		941,760
	27,249	Hyundai Motor Co.		6,178,328
	15,346	Kia Motors Corp.		958,240
	3,258	Lotte Shopping Co., Ltd.		938,039
	2,652	Samsung Electronics Co., Ltd.		3,211,726
		Total South Korea		21,102,503
		Spain — 1.9%
	246,469	Amadeus IT Holding SA		5,748,702
	382,813	Banco Bilbao Vizcaya Argentaria SA‡		3,010,584

See accompanying Notes to the Financial Statements. 53

Mercer Non-US Core Equity Fund

Schedule of Investments (Continued)

(showing percentage of net assets)

September 30, 2012 (Unaudited)

Shares		Description	Value ($)
		Spain — continued
	663,288	Banco Santander SA*		4,944,988
	39,412	Bolsas y Mercados Espanoles SA‡		829,763
	8,965	Corp. Financiera Alba SA		342,083
	6,879	Criteria Caixacorp SA‡		25,895
	80,254	Distribuidora Internacional de Alimentacion SA		443,445
	54,891	Duro Felguera SA		336,138
	121,848	Endesa SA‡		2,343,523
	69,953	Grifols SA*		2,312,859
	9,669	Grupo Catalana Occidente SA		158,226
	77,518	Inditex SA		9,636,608
	886,823	Mapfre SA		2,432,393
	43,935	Repsol VPF SA		852,922
	31,235	Tecnicas Reunidas SA		1,453,850
	11,927	Viscofan SA		546,556
		Total Spain		35,418,535
		Sweden — 3.5%
	38,578	Betsson AB		1,026,730
	105,584	Boliden AB		1,763,330
	8,851	Elekta AB‡		117,107
	99,649	Getinge AB		3,012,298
	62,961	Holmen AB		1,723,683
	38,259	Industrivarden AB		548,508
	119,489	Investment AB Kinnevik Class B		2,485,785
	67,570	Investment AB Oresund*		976,460
	239,503	Investor AB Class B		5,282,026
	89,855	JM AB		1,644,541
	26,863	Meda AB		272,252
	1,565,067	Nordea Bank AB		15,503,630
	98,800	Saab AB		1,898,667
	485,183	Skandinaviska Enskilda Banken AB		4,069,955
	201,117	Svenska Handelsbanken AB Series A		7,548,866
	276,751	Swedbank AB		5,208,656
	88,499	Swedish Match AB		3,584,988
	740,294	Telefonaktiebolaget LM Ericsson		6,757,557
	236,769	TeliaSonera AB		1,707,354
		Total Sweden		65,132,393
		Switzerland — 8.9%
	91,829	ABB, Ltd.		1,723,626
	19,563	Actelion, Ltd-REG		980,023
	141,156	Aryzta AG		6,773,926
	9,667	Bucher Industries AG		1,733,230
	97,740	Cie Financiere Richemont SA		5,865,648
	13,178	Dufry AG*		1,580,294
	2,983	Forbo Holding AG		1,761,614
	13,389	Geberit AG		2,913,440
	4,335	Georg Fischer AG		1,533,717

54 See accompanying Notes to the Financial Statements.

Mercer Non-US Core Equity Fund

Schedule of Investments (Continued)

(showing percentage of net assets)

September 30, 2012 (Unaudited)

Shares		Description	Value ($)
		Switzerland — continued
	4,448	Givaudan SA		4,224,133
	11,810	Holcim, Ltd.		752,734
	97,831	Julius Baer Group, Ltd.		3,414,404
	52,198	Logitech International SA		478,769
	420,848	Nestle SA		26,554,891
	224,332	Novartis AG		13,737,292
	42,305	Novartis AG, ADR		2,591,604
	178,451	Roche Holding AG		33,362,248
	13,627	Schindler Holding AG		1,676,188
	4,435	SGS SA		9,117,280
	8,843	Sonova Holding AG-REG		894,368
	32,452	Swiss Life Holding		3,863,991
	155,651	Swiss Re, Ltd.		10,011,814
	23,563	Syngenta AG		8,812,933
	34,610	Transocean, Ltd.		1,544,892
	24,186	Transocean, Ltd.		1,085,709
	511,863	UBS AG		6,236,254
	42,424	Zurich Insurance Group AG		10,572,144
		Total Switzerland		163,797,166
		Taiwan — 0.4%
	172,280	Asustek Computer, Inc.		1,871,874
	10,522	Hon Hai Precision Industry Co., Ltd., GDR		65,920
	38,780	Hon Hai Precision Industry Co., Ltd.		121,711
	346,817	Taiwan Semiconductor Manufacturing Co., Ltd., Sponsored ADR		5,486,645
		Total Taiwan		7,546,150
		Thailand — 0.5%
	1,052,000	Advanced Info Service PCL (Registered Shares)		7,314,100
	1,720,200	Krung Thai Bank PCL		1,022,731
	87,100	PTT PCL		930,991
		Total Thailand		9,267,822
		United Kingdom — 16.6%
	2,147,430	Aberdeen Asset Management Plc		10,787,917
	52,048	Amec Plc		963,179
	218,318	Amlin Plc		1,422,498
	29,285	Anglo American Plc		868,348
	346,727	Ashtead Group Plc		1,812,938
	65,519	AstraZeneca Plc, Sponsored ADR		3,135,739
	42,382	AstraZeneca Plc		2,022,355
	346,122	Aviva Plc		1,781,270
	126,034	Babcock International Group Plc		1,886,627
	59,454	BAE Systems Plc		312,116
	391,263	Balfour Beatty Plc		1,918,811
	1,983,105	Barclays Plc		6,880,177
	32,743	Barclays Plc, Sponsored ADR		454,145
	720,930	Barratt Developments Plc*		1,973,247

See accompanying Notes to the Financial Statements. 55

Mercer Non-US Core Equity Fund

Schedule of Investments (Continued)

(showing percentage of net assets)

September 30, 2012 (Unaudited)

Shares		Description	Value ($)
		United Kingdom — continued
	51,705	Berendsen Plc		455,455
	80,668	Bodycote Plc		508,936
	1,572,545	BP Plc		11,084,239
	411,139	British American Tobacco Plc		21,108,922
	62,833	British American Tobacco Plc, Sponsored ADR		6,449,179
	1,155,781	BT Group Plc		4,305,680
	16,352	BT Group Plc, Sponsored ADR		608,294
	323,520	Bunzl Plc		5,793,636
	76,514	Burberry Group Plc		1,236,783
	591,936	Cairn Energy Plc		2,629,565
	154,628	Capita Group Plc		1,933,874
	365,170	Chemring Group Plc		1,913,500
	1,708,498	Cobham Plc		6,116,440
	605,740	Compass Group Plc		6,685,645
	607,236	Cookson Group Plc		5,853,969
	1,284,320	DSG International Plc*		410,221
	107,752	easyJet Plc		1,010,058
	28,562	Experian Plc		474,594
	31,487	Ferrexpo Plc		98,538
	17,067	Fresnillo Plc		510,683
	296,759	GlaxoSmithKline Plc, Sponsored ADR		13,722,136
	441,737	Glaxosmithkline Plc		10,182,595
	12,858	Go-Ahead Group Plc		272,412
	405,842	Halma Plc		2,778,043
	74,107	Highland Gold Mining, Ltd.		138,216
	42,149	HSBC Holdings Plc, Sponsored ADR		1,958,243
	185,600	HSBC Holdings Plc		1,746,303
	1,899,721	HSBC Holdings Plc (Ordinary Shares)		17,586,942
	340,789	ICAP Plc		1,767,032
	125,195	IMI Plc		1,819,483
	74,471	Imperial Tobacco Group Plc		2,756,261
	51,929	Inchcape Plc		301,542
	1,037,139	ITV Plc		1,480,498
	172,609	Jardine Lloyd Thompson Group Plc		2,133,670
	425,681	Kingfisher Plc		1,816,083
	2,606,139	Lloyds TSB Group Plc*		1,634,118
	110,698	London Stock Exchange Group Plc		1,685,660
	313,880	Meggitt Plc		2,001,563
	213,391	Mitchells & Butlers Plc*		1,003,772
	199,471	Mondi Plc		2,029,266
	30,089	Morgan Crucible Co. Plc		128,320
	62,900	Next Plc		3,504,195
	2,631	Northgate Plc		10,207
	428,087	Old Mutual Plc		1,174,476
	228,320	Pearson Plc		4,461,161
	145,304	Persimmon Plc		1,779,720
	76,683	Petrofac, Ltd.		1,975,051
	697,137	Prudential Plc		9,022,777
	312,279	QinetiQ Group Plc		955,588

56 See accompanying Notes to the Financial Statements.

Mercer Non-US Core Equity Fund

Schedule of Investments (Continued)

(showing percentage of net assets)

September 30, 2012 (Unaudited)

Shares		Description	Value ($)
		United Kingdom — continued
	18,921	Randgold Resources, Ltd., ADR		2,327,283
	175,695	Reckitt Benckiser Group Plc		10,114,339
	185,047	Reed Elsevier Plc		1,768,978
	564,525	Resolution, Ltd.		1,979,072
	16,299	Rio Tinto Plc, Sponsored ADR		762,141
	223,332	Rolls-Royce Holdings Plc		3,040,165
	407,897	Royal Bank of Scotland Group Plc*		1,692,787
	13,454	Royal Dutch Shell PLC, ADR		933,842
	55,110	Royal Dutch Shell Plc Class A (Amsterdam Exchange)		1,907,183
	331,370	Royal Dutch Shell Plc Class A (London Exchange)		11,461,757
	191,023	SABMiller Plc		8,390,216
	87,662	Shire Plc		2,567,836
	108,047	Smiths Group Plc		1,809,298
	168,769	Spectris Plc		4,701,109
	368,515	Stagecoach Group Plc		1,670,978
	328,482	Standard Chartered Plc		7,426,055
	601,107	Standard Life Plc		2,647,009
	995,153	Taylor Wimpey Plc		872,586
	392,318	Thomas Cook Group Plc* ‡		110,865
	74,901	Ultra Electronics Holdings Plc		1,865,050
	21,450	Unilever Plc, Sponsored ADR		783,354
	125,266	United Business Media, Ltd.		1,417,979
	132,865	Vectura Group Plc*		185,586
	4,967,880	Vodafone Group Plc		14,098,892
	295,581	Vodafone Group Plc, Sponsored ADR		8,422,581
	193,123	WH Smith Plc		2,016,142
	367,191	William Hill Plc		1,878,433
	131,931	WPP Plc		1,792,749
	49,792	Xstrata Plc		769,869
		Total United Kingdom		306,647,045
		TOTAL COMMON STOCKS (COST $1,662,860,243)		1,760,405,071
		INVESTMENT COMPANY — 1.0%
		United States — 1.0%
	347,074	iShares MSCI EAFE Index Fund		18,394,922
		TOTAL INVESTMENT COMPANY (COST $18,780,491)		18,394,922
		PREFERRED STOCKS — 1.0%
		Brazil — 0.1%
	63,100	Bradespar SA, 7.07%		875,214
	94,700	Eletropaulo Metropolitana Eletricidade de Sao Paulo SA, 21.09%		919,553
		Total Brazil		1,794,767
		Germany — 0.9%
	118,797	Henkel AG & Co. KGaA, 1.26%		9,458,791

See accompanying Notes to the Financial Statements. 57

Mercer Non-US Core Equity Fund

Schedule of Investments (Continued)

(showing percentage of net assets)

September 30, 2012 (Unaudited)

Shares		Description	Value ($)
		Germany — continued
	37,767	Volkswagen AG, 2.13%		6,896,957
		Total Germany		16,355,748
		TOTAL PREFERRED STOCKS (COST $15,953,119)		18,150,515
		RIGHTS — 0.0%
		France — 0.0%
	234,662	Cie Generale de Geophysique-Veritas, Strike Price $0.00, Expires 10/12/12* ‡		379,177
		Thailand — 0.0%
	430,050	Krung Thai Bank PCL, Strike Price $0.00, Expires 10/11/12*		79,639
		TOTAL RIGHTS (COST $—)		458,816
Notional		Description	Value ($)
		OPTIONS PURCHASED — 0.0%
		Call Options — 0.0%
	12,756,064	OTC Euro versus Japanese Yen with Barclay’s Capital, Inc., Strike Price $121.25, Expires 03/26/13		1,805
		TOTAL CALL OPTIONS PURCHASED (COST $321,082)		1,805
		Put Options — 0.0%
	512,881,300	OTC Japanese Yen versus U.S. Dollar with Deutsche Bank Securities, Strike Price $90.70, Expires 03/26/13		1,226
	353,205,535	OTC Japanese Yen versus U.S. Dollar with Deutsche Bank Securities, Strike Price $85.70, Expires 07/23/13		27,171
	555,203,500	OTC Japanese Yen versus U.S. Dollar with JP Morgan Securities, Inc., Strike Price $84.00, Expires 01/21/13		8,457
		TOTAL PUT OPTIONS PURCHASED (COST $235,329)		36,854
		TOTAL OPTIONS PURCHASED (COST $556,411)		38,659
Par Value ($)		Description	Value ($)
		SHORT-TERM INVESTMENTS — 5.7%
		Bank Deposit — 2.4%
	43,260,476	State Street Bank & Trust Euro Time Deposit, 0.01%, due 10/01/12		43,260,476
		Securities Lending Collateral — 3.3%
	60,797,558	State Street Navigator Securities Lending Prime Portfolio***		60,797,558
		TOTAL SHORT-TERM INVESTMENTS (COST $104,058,034)		104,058,034
		TOTAL INVESTMENTS — 103.2% (COST $1,802,208,298)		1,901,506,017
		Other Assets and Liabilities (net) — (3.2)%		(58,204,091	)
		NET ASSETS — 100.0%	$	1,843,301,926

58 See accompanying Notes to the Financial Statements.

Mercer Non-US Core Equity Fund

Schedule of Investments (Continued)

(showing percentage of net assets)

September 30, 2012 (Unaudited)

	Notes to Schedule of Investments:
	ADR — American Depository Receipt
	GDR — Global Depository Receipt
	REIT — Real Estate Investment Trust
	SDR — Swedish Depository Receipt
*	Non-income producing security
¤	Illiquid security. The total market value of the securities at period end is $0 which represents 0.0% of net assets. The aggregate tax cost of these securities held at September 30, 2012 was $0.
‡	All or a portion of this security is out on loan.
***	Represents an investment of securities lending cash collateral.
****	Securities fair valued by the Valuation Committee as approved by the Board of Trustees. The total market value of the securities at period end is $0 which represents 0.0% of net assets. The aggregate tax cost of these securities held at September 30, 2012 was $0.

See accompanying Notes to the Financial Statements. 59

Mercer Non-US Core Equity Fund

Schedule of Investments (Continued)

September 30, 2012 (Unaudited)

Industry Sector Summary (Unaudited)	% of Net Assets
Banks		10.1
Pharmaceuticals		9.0
Telecommunications		8.8
Insurance		6.0
Chemicals		5.2
Oil & Gas		4.9
Food		3.7
Agriculture		3.1
Retail		3.0
Auto Manufacturers		2.5
Auto Parts & Equipment		2.5
Beverages		2.5
Diversified Financial Services		2.4
Software		1.7
Electronics		1.5
Media		1.5
Commercial Services		1.4
Holding Companies — Diversified		1.4
Building Materials		1.3
Electric		1.3
Health Care — Products		1.3
Mining		1.3
Real Estate		1.2
Engineering & Construction		1.1
Internet		1.1
Miscellaneous — Manufacturing		1.1
Oil & Gas Services		1.1
Semiconductors		1.1
Transportation		1.1
Cosmetics & Personal Care		1.0
Household Products & Wares		1.0
Unaffiliated Fund		1.0
Aerospace & Defense		0.9
Metal Fabricate & Hardware		0.9
Computers		0.7
Home Builders		0.7
Apparel		0.6
Investment Companies		0.6
Machinery — Diversified		0.6
Electrical Components & Equipment		0.5
Entertainment		0.5
Iron & Steel		0.5
Lodging		0.5
Biotechnology		0.4
Distribution & Wholesale		0.4
Food Service		0.4
Forest Products & Paper		0.3
Coal		0.2
Health Care — Services		0.2
Machinery — Construction & Mining		0.2
Office & Business Equipment		0.2

60 See accompanying Notes to the Financial Statements.

Mercer Non-US Core Equity Fund

Schedule of Investments (Continued)

September 30, 2012 (Unaudited)

Industry Sector Summary (Unaudited)	% of Net Assets
REITS		0.2
Shipbuilding		0.2
Airlines		0.1
Energy-Alternate Sources		0.1
Hand & Machine Tools		0.1
Home Furnishings		0.1
Leisure Time		0.1
Toys, Games & Hobbies		0.1
Short-Term Investments and Other Assets and Liabilities (net)		2.5
		100.0	%

See accompanying Notes to the Financial Statements. 61

Mercer Core Opportunistic Fixed Income Fund

Schedule of Investments

(showing percentage of net assets)

September 30, 2012 (Unaudited)

Par Value**		Description	Value ($)
		DEBT OBLIGATIONS — 91.8%
		Asset Backed Securities — 3.0%
	53,306	ACE Securities Corp., Series 2005-SD3, Class A, 0.62%, due 08/25/45†		51,532
	37,989	American Airlines Pass Through Trust, Series 2001-1, Class A, 6.98%, due 11/23/22		38,179
	354,780	Ameriquest Mortgage Securities, Inc., Series 2004-R2, Class A1A, 0.56%, due 04/25/34†		309,002
	292,552	Asset Backed Securities Corp. Home Equity, Series 2003-HE7, Class M1, 1.20%, due 12/15/33†		256,983
	210,000	Avis Budget Rental Car Funding AESOP LLC, Series 2010-5A, Class A, 3.15%, due 03/20/17 144A		223,343
	250,000	Avis Budget Rental Car Funding AESOP LLC, Series 2012-2A, Class A, 2.80%, due 05/20/18 144A		263,088
	200,000	Avis Budget Rental Car Funding AESOP LLC, Series 2012-3A, Class A, 2.10%, due 03/20/19 144A		204,286
	34,947	Bayview Financial Acquisition Trust, Series 2004-A, Class A, 0.91%, due 02/28/44†		34,118
	63,603	Bayview Financial Acquisition Trust, Series 2004-C, Class A1, 0.87%, due 05/28/44†		62,071
	184,169	Bear Stearns Asset Backed Securities Trust, Series 2004-SD3, Class A3, 0.79%, due 09/25/34†		168,094
	291,119	Bear Stearns Asset Backed Securities, Inc., Series 2005-AQ2, Class A3, 0.58%, due 09/25/35†		273,470
	51,821	Bear Stearns Asset Backed Securities, Inc., Series 2005-SD4, Class 2A1, 0.62%, due 12/25/42†		49,262
	73,516	Bear Stearns Asset Backed Securities, Inc., Series 2006-HE10, Class 1A1, 0.33%, due 12/25/36†		72,937
	1,469,424	BNSF Railway Co. 2007-1 Pass Through Trust, 6.00%, due 04/01/24		1,748,614
	843,685	Burlington Northern and Santa Fe Railway Co. 2006-1 Pass Through Trust, 5.72%, due 01/15/24		1,006,420
	339,459	Citigroup Mortgage Loan Trust, Inc., Series 2006-SHL1, Class A, 0.42%, due 11/25/45† 144A		307,184
	77,900	Citigroup Mortgage Loan Trust, Inc., Series 2007-AHL2, Class A3A, 0.29%, due 05/25/37†		57,793
	118,024	Continental Airlines Pass Through Trust, Series 1998-1, Class A, 6.65%, due 03/15/19		127,466
	32,023	Continental Airlines Pass Through Trust, Series 2003-ERJ1, Class A, 7.88%, due 01/02/20		32,903
	221,998	Continental Airlines Pass Through Trust, Series 2004-ERJ1, Class A, 9.56%, due 03/01/21		235,318
	314,232	Continental Airlines Pass Through Trust, Series 2005-ERJ1, 9.80%, due 10/01/22		342,513
	44,766	Countrywide Home Equity Loan Trust, Series 2005-G, Class 2A, 0.45%, due 12/15/35†		24,621
	98,294	CVS Pass-Through Trust, 5.88%, due 01/10/28		110,667
	229,253	CVS Pass-Through Trust, 6.04%, due 12/10/28		266,923
	53,635	CVS Pass-Through Trust, 6.94%, due 01/10/30		65,512
	212,908	Delta Air Lines Pass Through Trust, Series 2007-1, Class A, 6.82%, due 02/10/24		235,264
	425,000	Greenpoint Manufactured Housing, Series 1999-2, Class A2, 2.98%, due 03/18/29†		364,153
	250,000	Greenpoint Manufactured Housing, Series 1999-3, Class 2A2, 3.62%, due 06/19/29†		204,976
	250,000	Greenpoint Manufactured Housing, Series 1999-4, Class A2, 3.74%, due 02/20/30†		203,406
	375,000	Greenpoint Manufactured Housing, Series 2001-2, Class IA2, 3.74%, due 02/20/32†		300,788
	500,000	Greenpoint Manufactured Housing, Series 2001-2, Class IIA2, 3.74%, due 03/13/32†		418,874

62 See accompanying Notes to the Financial Statements.

Mercer Core Opportunistic Fixed Income Fund

Schedule of Investments (Continued)

(showing percentage of net assets)

September 30, 2012 (Unaudited)

Par Value**		Description	Value ($)
		Asset Backed Securities — continued
	33,350	Greenpoint Mortgage Funding Trust, Series 2005-HE4, Class 2A1, 0.44%, due 07/25/30†		32,908
	227,062	GSAA Trust, Series 2006-14, Class A1, 0.27%, due 09/25/36†		114,963
	443,259	GSAMP Trust, Series 2004-SEA2, Class A2B, 0.77%, due 03/25/34†		436,838
	158,105	GSAMP Trust, Series 2006-S4, Class A1, 0.31%, due 05/25/36†		24,211
	410,000	Hertz Vehicle Financing LLC, Series 2009-2A, Class A2, 5.29%, due 03/25/16 144A		450,071
	506,483	Home Equity Asset Trust, Series 2003-8, Class M1, 1.30%, due 04/25/34†		436,923
	1,129,205	Keycorp Student Loan Trust, Series 2002-A, Class 1A2, 0.62%, due 08/27/31†		1,034,004
	829,271	Keycorp Student Loan Trust, Series 2003-A, Class 1A2, 0.71%, due 10/25/32†		766,299
	173,793	Merrill Lynch Mortgage Investors, Inc., Series 2007-MLN1, Class A2A, 0.33%, due 03/25/37†		120,399
	455,837	Morgan Stanley ABS Capital I, Series 2003-NC10, Class M1, 1.24%, due 10/25/33†		377,865
	408,358	Morgan Stanley ABS Capital I, Series 2003-NC6, Class M1, 1.42%, due 06/25/33†		360,092
	311,608	Morgan Stanley ABS Capital I, Series 2003-NC7, Class M1, 1.27%, due 06/25/33†		266,248
	128,671	Morgan Stanley ABS Capital I, Series 2007-NC2, Class A2FP, 0.37%, due 02/25/37†		65,218
	1,100,000	Nelnet Student Loan Trust, Series 2005-4, Class A4R2, 1.07%, due 03/22/32†		951,504
	316,328	Novastar Home Equity Loan, Series 2003-3, Class A3, 1.12%, due 12/25/33†		280,568
	271,114	NovaStar Mortgage Funding Trust, Series 2003-3, Class A2C, 1.28%, due 12/25/33†		236,960
	1,700,000	Origen Manufactured Housing, Series 2006-A, Class A2, 2.66%, due 10/15/37†		1,090,036
	1,538,282	Origen Manufactured Housing, Series 2007-A, Class A2, 2.31%, due 04/15/37†		1,000,905
	3,600,000	RASC Trust, Series 2005-EMX4, Class M1, 0.65%, due 11/25/35†		3,405,994
	155,949	Renaissance Home Equity Loan Trust, Series 2007-2, Class AF1, 5.89%, due 06/25/37††		73,321
	14,761	SACO I, Inc., Series 2005-7, Class A, 0.78%, due 09/25/35†		14,420
	347,170	SACO I, Inc., Series 2006-5, Class 1A, 0.52%, due 04/25/36†		145,193
	129,320	SACO I, Inc., Series 2006-6, Class A, 0.48%, due 06/25/36†		71,907
	607,660	Saxon Asset Securities Trust, Series 2005-1, Class M1, 0.91%, due 05/25/35†		536,389
	1,100,000	SLM Student Loan Trust, Series 2002-5, Class B, 0.82%, due 09/16/24†		1,005,671
	500,000	SLM Student Loan Trust, Series 2003-11, Class A6, 0.68%, due 12/15/25† 144A		476,999
	530,000	SLM Student Loan Trust, Series 2008-5, Class A3, 1.75%, due 01/25/18†		542,846
	1,633,069	SLM Student Loan Trust, Series 2008-9, Class A, 1.95%, due 04/25/23†		1,701,896
	719,653	SLM Student Loan Trust, Series 2009-CT, Class 1A, 2.35%, due 04/15/39¤ † 144A		725,099
	2,231,130	SLM Student Loan Trust, Series 2009-D, Class A, 3.50%, due 08/17/43¤ † 144A		2,168,433
	847,803	SLM Student Loan Trust, Series 2010-1, Class A, 0.62%, due 03/25/25†		849,365
	3,372,530	SLM Student Loan Trust, Series 2010-A, Class 2A, 3.47%, due 05/16/44† 144A		3,560,107
	2,000,000	SLM Student Loan Trust, Series 2012-B, Class A2, 3.48%, due 10/15/30 144A		2,125,504
	485,770	Small Business Administration Participation Certificates, Series 2008-20L, Class 1, 6.22%, due 12/01/28		570,162
	89,093	Soundview Home Equity Loan Trust, Series 2006-EQ2, Class A2, 0.33%, due 01/25/37†		50,887
	70,997	Soundview Home Equity Loan Trust, Series 2007-OPT1, Class 2A1, 0.30%, due 06/25/37†		68,228
	38,218	Structured Asset Securities Corp., Series 2002-AL1, Class A3, 3.45%, due 02/25/32		37,930
	619,721	Structured Asset Securities Corp., Series 2006-ARS1, Class A1, 0.44%, due 02/25/36† 144A		50,369
	43,683	UAL Pass Through Trust, Series 2009-1, 10.40%, due 05/01/18		50,344
	95,680	UAL Pass Through Trust, Series 2009-2A, 9.75%, due 07/15/18		109,553
	1,566,219	Washington Mutual Alternative Mortgage Pass Through Certificates, Series 2006-AR3, Class A1A, 1.12%, due 05/25/46†		962,572

See accompanying Notes to the Financial Statements. 63

Mercer Core Opportunistic Fixed Income Fund

Schedule of Investments (Continued)

(showing percentage of net assets)

September 30, 2012 (Unaudited)

Par Value**		Description	Value ($)
		Asset Backed Securities — continued
	49,073	Washington Mutual, Inc., Series 2005-AR8, Class 2A1A, 0.51%, due 07/25/45†		45,193
				35,454,154
		Bank Loans — 0.7%
	498,750	Bausch & Lomb, Inc., 7 Year Term Loan, 5.25%, due 05/17/19¤		504,860
	510,000	Brickman Group Holdings, Inc., Term Loan B, 5.50%, due 10/14/16¤		515,100
	462,580	Capsugel Holdings U.S., Inc., Term Loan, 4.75%, due 08/01/18¤		465,664
	150,000	Chesapeake Energy Corp., Term Loan, 8.50%, due 12/02/17¤		150,687
	30,724	CHS Community Health Systems, Inc., Term Loan, 3.89%, due 01/25/17¤		30,906
	600,000	Delos Aircraft, Inc., Term Loan B, 4.75%, due 04/12/16†		606,750
	497,299	Dunkin’ Finance Corp., Term Loan B, 4.00%, due 11/23/17¤		497,520
	424,424	Emergency Medical Services Corp., Term Loan, 5.25%, due 05/25/18¤		427,165
	464,125	Exopack, LLC, Term Loan, 6.50%, due 05/31/17¤		462,578
	459,677	Fairmount Minerals, Ltd., Term Loan B, 5.25%, due 03/15/17¤		459,333
	389,248	Frac Tech International, LLC, Term Loan B, 8.50%, due 05/06/16¤		375,747
	486,642	Gymboree Corp., New Term Loan, 5.00%, due 02/23/18¤		476,040
	492,546	Hanger Orthopedic Group, Inc., Term Loan C, 4.00%, due 12/01/16¤		495,009
	450,000	Harrahs Operating Company, Inc., Term Loan B, 5.47%, due 01/28/18¤		410,143
	353,230	Las Vegas Sands, LLC, Extended Delayed Draw Term Loan, 2.72%, due 11/23/16¤		352,396
	70,994	Las Vegas Sands, LLC, Extended Term Loan B, 2.72%, due 11/23/16¤		70,728
	492,957	RPI Finance Trust, Term Loan B, 4.00%, due 05/09/18¤ †		494,806
	356,996	Sunguard Data Systems, Inc., Tranch B Term Loan, 3.90%, due 02/28/16† ¤		358,335
	399,727	Univision Communications, Inc., Extended Term Loan, 4.47%, due 03/31/17¤		396,673
	455,899	Walter Energy, Inc., Term Loan B, 4.00%, due 04/02/18¤		454,854
	540,000	Wendy’s International, Inc., Term Loan B, 4.75%, due 05/15/19¤ ††††		545,484
				8,550,778
		Convertible Debt — 0.0%
	245,000	Icahn Enterprises, LP, 4.00%, due 08/15/13†		245,367
		Corporate Debt — 29.7%
	230,000	Access Midstream Partners LP/ACMP Finance Corp., 5.88%, due 04/15/21		242,075
	680,000	AES Corp. (The), Senior Note, 8.00%, due 06/01/20		793,900
	300,000	AK Steel Corp., 7.63%, due 05/15/20‡		264,000
	300,000	Alcatel-Lucent USA, Inc., 6.45%, due 03/15/29		198,000
	155,000	Alere, Inc., 8.63%, due 10/01/18		163,525
	115,000	Alere, Inc., 9.00%, due 05/15/16		123,338
	275,000	Aleris International, Inc., 7.63%, due 02/15/18		293,562
	170,000	Aleris International, Inc., Senior Note, (PIK), 9.00%, due 12/15/14**** †††		—
	350,000	Alliant Techsystems, Inc., 6.88%, due 09/15/20‡		383,250
	3,875,000	Ally Financial, Inc., 4.50%, due 02/11/14		3,971,875
	580,000	Ally Financial, Inc., 7.50%, due 09/15/20		667,725
	150,000	Ally Financial, Inc., 8.00%, due 11/01/31		175,650
	50,000	Ally Financial, Inc., Senior Note, 8.00%, due 11/01/31‡		57,733
	250,000	Alpha Natural Resources, Inc., 6.00%, due 06/01/19‡		210,000
	35,000	Alpha Natural Resources, Inc., 6.25%, due 06/01/21‡		29,313
	440,000	Altria Group, Inc., 2.85%, due 08/09/22		439,916
	490,000	Altria Group, Inc., 4.75%, due 05/05/21		561,599

64 See accompanying Notes to the Financial Statements.

Mercer Core Opportunistic Fixed Income Fund

Schedule of Investments (Continued)

(showing percentage of net assets)

September 30, 2012 (Unaudited)

Par Value**		Description	Value ($)
		Corporate Debt — continued
	270,000	Altria Group, Inc., 8.50%, due 11/10/13		293,076
	490,000	Altria Group, Inc., 9.25%, due 08/06/19		696,705
	620,000	America Movil SAB de CV, 5.00%, due 03/30/20		728,997
	150,000	America Movil SAB de CV, Guaranteed Senior Note, 5.63%, due 11/15/17		181,437
	82,491	American Airlines 2011-2 Class A Pass Through Trust, 8.63%, due 04/15/23		88,781
	240,000	American Express Co., 8.13%, due 05/20/19		325,120
	690,000	American Express Co., Subordinated Note, 6.80%, due 09/01/66†		740,887
	1,900,000	American Express Credit Corp., 5.88%, due 05/02/13		1,959,926
	100,000	American General Finance Corp., (MTN), 5.40%, due 12/01/15		90,312
	540,000	American Honda Finance Corp., 1.00%, due 08/11/15 144A		541,474
	300,000	American International Group, Inc., 3.75%, due 11/30/13 144A		308,050
	525,000	American International Group, Inc., 4.25%, due 09/15/14		554,931
	900,000	American International Group, Inc., 5.85%, due 01/16/18		1,046,354
	1,130,000	American International Group, Inc., 6.40%, due 12/15/20		1,378,711
	4,275,000	American International Group, Inc., 8.25%, due 08/15/18		5,510,612
	460,000	American International Group, Inc., Junior Subordinated Note, Series A, 6.25%, due 03/15/87		466,900
	210,000	American Railcar Industries, Inc., Senior Note, 7.50%, due 03/01/14		214,200
	200,000	AmeriGas Finance LLC/AmeriGas Finance Corp., 7.00%, due 05/20/22		216,000
	301,000	AmeriGas Partners LP/AmeriGas Finance Corp., 6.50%, due 05/20/21		317,555
	310,000	Amsted Industries, Inc., 8.13%, due 03/15/18 144A		336,350
	430,000	Anadarko Finance Co., Senior Note, 7.50%, due 05/01/31		577,362
	180,000	Anadarko Petroleum Corp., 6.38%, due 09/15/17		217,247
	740,000	Anglo American Capital Plc, 4.45%, due 09/27/20 144A		777,430
	290,000	Anheuser-Busch InBev Worldwide, Inc., 2.50%, due 07/15/22		294,744
	660,000	Anheuser-Busch InBev Worldwide, Inc., 5.00%, due 04/15/20		798,235
	340,000	Anheuser-Busch InBev Worldwide, Inc., 5.38%, due 01/15/20		422,824
	250,000	ANZ National Int’l Ltd/London, 1.85%, due 10/15/15 144A		253,003
	270,000	Apache Corp., 3.25%, due 04/15/22		290,819
	700,000	Apache Corp., 5.25%, due 04/15/13		718,011
	150,000	APERAM, 7.38%, due 04/01/16 144A		129,000
	265,000	ARAMARK Corp., Senior Note, 8.50%, due 02/01/15		271,628
	110,000	ARAMARK Holdings Corp., 8.63%, due 05/01/16 144A		113,026
	740,000	Arch Coal, Inc., 7.00%, due 06/15/19‡		625,300
	65,000	Arch Coal, Inc., 7.25%, due 10/01/20‡		54,925
	60,000	Arch Coal, Inc., 7.25%, due 06/15/21‡		50,400
	250,000	Ardagh Packaging Finance Plc, 9.13%, due 10/15/20 144A‡		266,250
	135,000	Ashtead Capital, Inc. Co., 6.50%, due 07/15/22†††† 144A		142,256
	200,000	Associated Materials LLC, 9.13%, due 11/01/17‡		197,000
	160,000	Astoria Depositor Corp., Series B, 8.14%, due 05/01/21 144A		148,800
	120,000	AT&T, Inc., 3.88%, due 08/15/21		136,088
	30,000	AT&T, Inc., 5.55%, due 08/15/41		37,492
	30,000	AT&T, Inc., 5.60%, due 05/15/18		36,806
	660,000	AT&T, Inc., Global Note, 5.50%, due 02/01/18		801,583
	780,000	AT&T, Inc., Global Note, 6.30%, due 01/15/38		1,027,565
	1,250,000	AT&T, Inc., Global Note, 6.55%, due 02/15/39		1,700,487
	250,000	Atlas Pipeline Partners, LP/Atlas Pipeline Finance Corp., 6.63%, due 10/01/20 144A		255,000
	160,000	Avis Budget Car Rental LLC/Avis Budget Finance, Inc., 8.25%, due 01/15/19		175,000
	165,000	Avis Budget Car Rental LLC/Avis Budget Finance, Inc., 9.63%, due 03/15/18		183,975

See accompanying Notes to the Financial Statements. 65

Mercer Core Opportunistic Fixed Income Fund

Schedule of Investments (Continued)

(showing percentage of net assets)

September 30, 2012 (Unaudited)

Par Value**		Description	Value ($)
		Corporate Debt — continued
	1,050,000	BAC Capital Trust XI, 6.63%, due 05/23/36		1,225,875
	410,000	Baker Hughes, Inc., Senior Note, 7.50%, due 11/15/18		553,051
	610,000	Ball Corp., 5.75%, due 05/15/21		660,325
	85,000	Ball Corp., 7.38%, due 09/01/19		95,200
	140,000	Bank of America Corp., 3.88%, due 03/22/17		150,815
	400,000	Bank of America Corp., 4.50%, due 04/01/15		428,732
	1,360,000	Bank of America Corp., 5.00%, due 05/13/21		1,497,526
	4,900,000	Bank of America Corp., 7.63%, due 06/01/19		6,127,068
	70,000	Bank of America Corp., 8.00%, due 12/31/49†		76,309
	500,000	Bank of America Corp., (MTN), Series L, 5.65%, due 05/01/18		570,779
	410,000	Bank of America Corp., Senior Note, 5.75%, due 12/01/17		472,263
	280,000	Bank of Tokyo-Mitsubishi UFJ, Ltd., 3.85%, due 01/22/15 144A		296,517
	100,000	Bank One Capital III, 8.75%, due 09/01/30		138,988
	200,000	Barclays Bank Plc, 7.70%, due 12/31/49¤ † 144A		203,907
	400,000	Barclays Bank Plc, 10.18%, due 06/12/21¤ 144A		521,842
	120,000	Barclays Bank Plc, Subordinated Note, 6.05%, due 12/04/17 144A		129,704
	110,000	Barrick Gold Corp., 3.85%, due 04/01/22		115,704
	580,000	Barrick Gold Corp., 6.95%, due 04/01/19		719,614
	120,000	Barrick North America Finance LLC, 4.40%, due 05/30/21		130,791
	45,000	Basic Energy Services, Inc., 7.75%, due 02/15/19		46,350
	215,000	Basic Energy Services, Inc., Senior Note, 7.13%, due 04/15/16		218,225
	530,000	BBVA US Senior SAU, 3.25%, due 05/16/14		526,135
	255,000	Beazer Homes USA, Inc., 8.13%, due 06/15/16		267,750
	40,000	Berkshire Hathaway, Inc., 3.20%, due 02/11/15		42,455
	300,000	Berry Petroleum Co., 6.38%, due 09/15/22		317,250
	30,000	BHP Billiton Finance USA, Ltd., 3.25%, due 11/21/21		31,872
	900,000	BHP Billiton Finance USA, Ltd., 6.50%, due 04/01/19		1,147,272
	470,000	BNP Paribas SA, 2.38%, due 09/14/17		472,579
	210,000	Boart Longyear Management Pty, Ltd., 7.00%, due 04/01/21 144A		216,562
	260,000	Boeing Capital Corp., 4.70%, due 10/27/19		309,023
	280,000	Boeing Co. (The), 4.88%, due 02/15/20		339,965
	285,000	Boise Cascade LLC, Senior Subordinated Note, 7.13%, due 10/15/14		285,712
	95,000	Boise Paper Holdings LLC/Boise Finance Co., 9.00%, due 11/01/17		104,975
	90,000	Bombardier, Inc., 7.50%, due 03/15/18 144A		102,375
	245,000	Bombardier, Inc., 7.75%, due 03/15/20 144A		282,362
	1,950,000	Boston Properties, LP REIT, 4.13%, due 05/15/21		2,117,441
	250,000	Boston Properties, LP REIT, 5.63%, due 11/15/20		298,108
	250,000	Boston Properties, LP REIT, 5.88%, due 10/15/19		299,437
	1,625,000	Boston Scientific Corp., 6.00%, due 01/15/20		1,934,478
	425,000	Boston Scientific Corp., 6.40%, due 06/15/16		492,395
	30,000	Boyd Gaming Corp., 9.00%, due 07/01/20 144A		30,750
	270,000	BP Capital Markets Plc, 3.13%, due 10/01/15		288,513
	240,000	BP Capital Markets Plc, 3.25%, due 05/06/22		254,488
	50,000	BP Capital Markets Plc, 3.56%, due 11/01/21		54,191
	500,000	BP Capital Markets Plc, 5.25%, due 11/07/13		526,029
	160,000	BP Capital Markets Plc, Guaranteed Note, 3.88%, due 03/10/15		172,075
	1,100,000	Burlington Northern Santa Fe LLC, 3.05%, due 09/01/22		1,140,901
	375,000	Caesars Entertainment Operating Co., Inc., 10.00%, due 12/15/18		247,500
	85,000	Caesars Entertainment Operating Co., Inc., 12.75%, due 04/15/18		63,325

66 See accompanying Notes to the Financial Statements.

Mercer Core Opportunistic Fixed Income Fund

Schedule of Investments (Continued)

(showing percentage of net assets)

September 30, 2012 (Unaudited)

Par Value**			Description	Value ($)
			Corporate Debt — continued
	180,000		Caesars Entertainment Operating Co., Inc., Guaranteed Note, 10.00%, due 12/15/18		115,875
	195,000		Calpine Construction Finance Co., LP/CCFC Finance Corp., 8.00%, due 06/01/16 144A		210,600
	140,000		Calpine Corp., 7.25%, due 10/15/17 144A		150,150
	245,000		Calpine Corp., 7.88%, due 07/31/20 144A		268,887
	200,000		Calpine Corp., 7.88%, due 01/15/23 144A		222,000
	775,000		Capital One Financial Corp., 4.75%, due 07/15/21		881,445
	1,500,000		Capital One Financial Corp., 6.75%, due 09/15/17		1,839,183
	310,000		Case New Holland, Inc., 7.88%, due 12/01/17		365,025
	785,000		CCO Holdings LLC/CCO Holdings Capital Corp., 7.00%, due 01/15/19		853,687
	650,000		Cellco Partnership/Verizon Wireless Capital LLC, 8.50%, due 11/15/18		911,851
	270,000		Celulosa Arauco y Constitucion SA, Reg S, 4.75%, due 01/11/22‡‡‡		283,289
	219,300		Century Aluminum Co., 8.00%, due 05/15/14		223,138
	340,000		CHC Helicopter SA, 9.25%, due 10/15/20		351,050
	95,000		Chesapeake Energy Corp., 6.50%, due 08/15/17‡		99,513
	355,000		Chesapeake Energy Corp., 6.63%, due 08/15/20		367,869
	190,000		Chesapeake Energy Corp., 6.78%, due 03/15/19		190,713
	190,000		Chesapeake Energy Corp., 6.88%, due 08/15/18		198,550
	150,000		Chesapeake Energy Corp., Senior Note, 7.25%, due 12/15/18‡		162,000
	225,000		Chrysler Group LLC/CG Co-Issuer, Inc., 8.25%, due 06/15/21‡		240,750
	305,000		CHS/Community Health Systems, Inc., 5.13%, due 08/15/18		317,200
	4,000,000		Cie de Financement Foncier SA, 2.13%, due 04/22/13¤ 144A		4,034,556
	630,000		Cie Generale de Geophysique - Veritas, 6.50%, due 06/01/21		652,050
	120,000		Cie Generale de Geophysique - Veritas SA, Senior Note, 7.75%, due 05/15/17		124,875
	525,000		Cigna Corp., 4.00%, due 02/15/22		566,952
	385,000		Cigna Corp., 5.38%, due 03/15/17		440,286
	475,000		Cigna Corp., 5.38%, due 02/15/42		534,207
	1,100,000		Cigna Corp., 6.15%, due 11/15/36		1,323,033
	375,000		Cigna Corp., 8.50%, due 05/01/19		496,170
	855,000		CIT Group, Inc., 4.25%, due 08/15/17		891,577
	100,000		CIT Group, Inc., 5.00%, due 05/15/17		107,250
	100,000	EUR	Citigroup, Inc., 0.38%, due 06/28/13†		128,418
	560,000		Citigroup, Inc., 3.95%, due 06/15/16		599,696
	400,000		Citigroup, Inc., 5.38%, due 08/09/20		463,202
	830,000		Citigroup, Inc., 6.00%, due 12/13/13		880,525
	1,250,000		Citigroup, Inc., 6.01%, due 01/15/15		1,370,642
	4,620,000		Citigroup, Inc., Global Senior Note, 6.13%, due 11/21/17		5,442,198
	540,000		Citigroup, Inc., Global Senior Note, 6.50%, due 08/19/13		566,959
	340,000		Citigroup, Inc., Senior Note, 6.88%, due 03/05/38		448,351
	140,000		CityCenter Holdings LLC/CityCenter Finance Corp., 7.63%, due 01/15/16		150,150
	80,000		Clear Channel Communications, Inc., 5.50%, due 12/15/16		45,600
	130,000		Clear Channel Communications, Inc., 6.88%, due 06/15/18		75,400
	65,000		Clear Channel Communications, Inc., 7.25%, due 10/15/27		32,825
	145,000		Clear Channel Communications, Inc., 9.00%, due 03/01/21		129,775
	21,000		Clear Channel Worldwide Holdings, Inc., 7.63%, due 03/15/20		20,265
	149,000		Clear Channel Worldwide Holdings, Inc., 7.63%, due 03/15/20		146,020
	30,000		Clear Channel Worldwide Holdings, Inc., 9.25%, due 12/15/17		32,250
	195,000		Clear Channel Worldwide Holdings, Inc., Series B, 9.25%, due 12/15/17		211,088
	70,000		Cliffs Natural Resources, Inc., 4.88%, due 04/01/21‡		68,632

See accompanying Notes to the Financial Statements. 67

Mercer Core Opportunistic Fixed Income Fund

Schedule of Investments (Continued)

(showing percentage of net assets)

September 30, 2012 (Unaudited)

Par Value**		Description	Value ($)
		Corporate Debt — continued
	195,000	Cloud Peak Energy Resources LLC/Cloud Peak Energy Finance Corp., 8.25%, due 12/15/17		213,038
	65,000	Cloud Peak Energy Resources LLC/Cloud Peak Energy Finance Corp., 8.50%, due 12/15/19‡		71,825
	25,000	CNH Americah LLC, 7.25%, due 01/15/16‡		28,188
	320,000	Comcast Corp., 5.65%, due 06/15/35		375,966
	350,000	Comcast Corp., 5.70%, due 05/15/18		426,216
	1,775,000	Comcast Corp., 5.88%, due 02/15/18		2,161,973
	100,000	Comcast Corp., 6.30%, due 11/15/17		123,349
	740,000	Comcast Corp., 6.50%, due 01/15/15		833,921
	130,000	Comcast Corp., 6.50%, due 01/15/17		157,666
	40,000	Comcast Corp., 6.95%, due 08/15/37		54,640
	70,000	Comcast Corp., Guaranteed Note, 6.45%, due 03/15/37		90,472
	225,000	Commercial Vehicle Group, Inc., 7.88%, due 04/15/19		228,375
	640,000	Commonwealth Bank of Australia, 1.25%, due 09/18/15		642,161
	310,000	Commonwealth Bank of Australia, 3.75%, due 10/15/14 144A		327,087
	130,000	Commonwealth Bank of Australia, 5.00%, due 10/15/19 144A		149,405
	365,000	CommScope, Inc., 8.25%, due 01/15/19 144A		396,025
	50,000	Concho Resources, Inc., 5.50%, due 10/01/22		52,188
	553,000	Concho Resources, Inc., 6.50%, due 01/15/22		612,447
	490,000	ConocoPhillips Holding Co., 6.95%, due 04/15/29		695,391
	20,000	ConocoPhillips, Guaranteed Note, 5.90%, due 05/15/38		26,754
	90,000	Consol Energy, Inc., 6.38%, due 03/01/21		87,975
	220,000	CONSOL Energy, Inc., 8.25%, due 04/01/20		231,550
	160,000	Constellation Brands, Inc., Senior Note, 7.25%, due 05/15/17		187,600
	154,146	Continental Airlines 2000-2 Class A-1 Pass Through Trust, 7.71%, due 10/02/22		172,258
	390,000	Continental Airlines, Inc., 6.75%, due 09/15/15 144A		410,962
	30,000	Cooperatieve Centrale Raiffeisen-Boerenleenbank BA/Netherlands, 3.88%, due 02/08/22		31,901
	340,000	Cooperatieve Centrale Raiffeisen-Boerenleenbank BA/Utrecht, 3.38%, due 01/19/17		361,241
	210,000	Countrywide Financial Corp., Subordinated Note, 6.25%, due 05/15/16		229,173
	240,000	COX Communications, Inc., 5.45%, due 12/15/14		264,092
	2,150,000	COX Communications, Inc., 5.88%, due 12/01/16 144A		2,525,450
	875,000	COX Communications, Inc., 9.38%, due 01/15/19 144A		1,192,088
	900,000	Credit Agricole SA, 8.38%, due 12/31/49† ‡ 144A		879,750
	240,000	Crown Americas LLC/Crown Americas Capital Corp. II, 7.63%, due 05/15/17		258,000
	300,000	Crown Castle International Corp., 7.13%, due 11/01/19		327,000
	150,000	Crown Castle International Corp., Senior Note, 9.00%, due 01/15/15		161,625
	550,000	CSX Corp., 7.38%, due 02/01/19		704,810
	700,000	CVS Caremark Corp., 6.60%, due 03/15/19		895,788
	250,000	Daimler Finance North America LLC, 1.30%, due 07/31/15 144A		251,157
	550,000	Daimler Finance North America LLC, 2.63%, due 09/15/16 144A		574,353
	700,000	Daimler Finance North America LLC, Senior Note, 6.50%, due 11/15/13		745,359
	375,000	DaVita, Inc., 5.75%, due 08/15/22		391,875
	235,000	Delta Air Lines 2010-1 Class B Pass Through Trust, 6.38%, due 07/02/17		235,000
	375,000	Delta Air Lines, Inc., 12.25%, due 03/15/15 144A		408,750
	255,000	Denbury Resources, Inc., 6.38%, due 08/15/21		277,950
	95,000	Denbury Resources, Inc., 8.25%, due 02/15/20		107,588
	500,000	Deutsche Bank AG/London, 4.88%, due 05/20/13		513,518

68 See accompanying Notes to the Financial Statements.

Mercer Core Opportunistic Fixed Income Fund

Schedule of Investments (Continued)

(showing percentage of net assets)

September 30, 2012 (Unaudited)

Par Value**			Description	Value ($)
			Corporate Debt — continued
	310,000		Deutsche Telekom International Finance BV, 5.75%, due 03/23/16		353,429
	650,000		Devon Energy Corp., 7.95%, due 04/15/32		962,394
	730,000		Diageo Capital Plc, 4.83%, due 07/15/20		861,830
	200,000		Diageo Investment Corp., 2.88%, due 05/11/22		208,944
	65,000		DISH DBS Corp., 6.75%, due 06/01/21		71,175
	115,000		DISH DBS Corp., 7.88%, due 09/01/19		134,263
	500,000		Dominion Resources, Inc., 5.20%, due 08/15/19		595,732
	215,000		Domtar Corp., 10.75%, due 06/01/17		280,111
	1,250,000		Dow Chemical Co. (The), 5.70%, due 05/15/18		1,506,546
	1,185,000		Dow Chemical Co. (The), 8.55%, due 05/15/19		1,591,161
	575,000		Dow Chemical Co. (The), 9.40%, due 05/15/39		933,939
	500,000		Duke Energy Corp., 5.63%, due 11/30/12		504,142
	10,000		Echostar DBS Corp., Senior Note, 6.63%, due 10/01/14		10,875
	745,000		Echostar DBS Corp., Senior Note, 7.13%, due 02/01/16		826,950
	110,000		Echostar DBS Corp., Senior Note, 7.75%, due 05/31/15		124,300
	150,000		Ecolab, Inc., 4.35%, due 12/08/21		170,498
	200,000	GBP	EGG Banking Plc, 7.50%, due 12/31/49†		328,902
	78,000		El Paso Corp., 7.75%, due 01/15/32		91,230
	480,000		El Paso Corp., Senior Note, 7.00%, due 06/15/17		553,203
	190,000		El Paso Natural Gas Co., 8.38%, due 06/15/32		274,800
	1,268,000		Energy Future Intermediate Holding Co. LLC/EFIH Finance, Inc., 10.00%, due 12/01/20		1,432,840
	300,000		Energy Transfer Equity, LP, 7.50%, due 10/15/20		342,000
	185,000		EnergySolutions, Inc./EnergySolutions LLC, 10.75%, due 08/15/18		169,738
	720,000		Enterprise Products Operating LLC, 5.25%, due 01/31/20		844,808
	500,000		Enterprise Products Operating LLC, 5.70%, due 02/15/42		579,957
	60,000		Enterprise Products Operating LLC, 5.95%, due 02/01/41		71,238
	190,000		Enterprise Products Operating LLC, 6.13%, due 10/15/39		229,173
	2,045,000		Escrow GCB General Motors, 8.38%, due 07/15/49¤ ****		2
	225,000		Everest Acquisition LLC/Everest Acquisition Finance, Inc., 9.38%, due 05/01/20 144A		245,531
	2,800,000		Export-Import Bank of Korea, 1.53%, due 09/21/13¤ † 144A		2,800,800
	1,450,000		Export-Import Bank of Korea, 4.00%, due 01/11/17		1,594,590
	1,310,000		Express Scripts Holding Co., 3.50%, due 11/15/16 144A		1,417,637
	175,000		Ferrellgas, LP/Ferrellgas Finance Corp., 6.50%, due 05/01/21		170,188
	250,000		Fifth Third Capital Trust IV, 6.50%, due 04/15/67†		251,562
	425,000		First Data Corp., 7.38%, due 06/15/19 144A		440,406
	1,025,000		FirstEnergy Corp., Series C, 7.38%, due 11/15/31		1,346,435
	70,000		FMG Resources August 2006 Pty, Ltd., 6.38%, due 02/01/16 144A‡		68,425
	570,000		FMG Resources August 2006 Pty, Ltd., 7.00%, due 11/01/15 144A‡		570,000
	205,000		Ford Holdings LLC, 9.30%, due 03/01/30		279,825
	750,000		Ford Motor Co., 6.63%, due 10/01/28		841,381
	110,000		Ford Motor Co., 7.13%, due 11/15/25		124,850
	350,000		Ford Motor Credit Co., 8.00%, due 12/15/16		419,232
	830,000		Ford Motor Credit Co. LLC, 4.25%, due 09/20/22		852,273
	1,500,000		Ford Motor Credit Co. LLC, 5.63%, due 09/15/15		1,643,352
	2,600,000		Ford Motor Credit Co. LLC, 5.75%, due 02/01/21		2,918,679
	100,000		Ford Motor Credit Co. LLC, 8.13%, due 01/15/20		126,012
	440,000		Ford Motor Credit Co. LLC, 12.00%, due 05/15/15		548,900
	670,000		Freeport-McMoRan Copper & Gold, Inc., 3.55%, due 03/01/22		672,010

See accompanying Notes to the Financial Statements. 69

Mercer Core Opportunistic Fixed Income Fund

Schedule of Investments (Continued)

(showing percentage of net assets)

September 30, 2012 (Unaudited)

Par Value**		Description	Value ($)
		Corporate Debt — continued
	380,000	Freescale Semiconductor, Inc., Series 1, 9.25%, due 04/15/18 144A		415,150
	130,000	Fresenius Medical Care US Finance, Inc., 6.88%, due 07/15/17		150,150
	90,000	Frontier Communications Corp., 7.00%, due 11/01/25		89,550
	3,000,000	Gazprom Via Gaz Capital SA, 6.51%, due 03/07/22 144A		3,541,500
	2,600,000	General Electric Capital Corp., 0.68%, due 06/20/14†		2,549,685
	210,000	General Electric Capital Corp., 1.63%, due 07/02/15		213,817
	1,020,000	General Electric Capital Corp., 2.13%, due 12/21/12		1,024,433
	2,020,000	General Electric Capital Corp., 4.38%, due 09/16/20		2,231,443
	1,165,000	General Electric Capital Corp., 4.63%, due 01/07/21		1,303,287
	200,000	General Electric Capital Corp., 4.65%, due 10/17/21		224,574
	320,000	General Electric Capital Corp., 5.30%, due 02/11/21		367,852
	1,850,000	General Electric Capital Corp., 5.50%, due 01/08/20		2,191,926
	310,000	General Electric Capital Corp., 5.88%, due 01/14/38		370,724
	380,000	General Electric Capital Corp., 6.00%, due 08/07/19		462,857
	860,000	General Electric Capital Corp., 6.38%, due 11/15/67†		909,622
	430,000	General Electric Capital Corp., 6.88%, due 01/10/39		576,534
	170,000	GenOn Americas Generation LLC, 9.13%, due 05/01/31		181,900
	85,000	Geokinetics Holdings USA, Inc., 9.75%, due 12/15/14		37,825
	450,000	GlaxoSmithKline Capital Plc, 2.85%, due 05/08/22		468,360
	580,000	GlaxoSmithKline Capital, Inc., Guaranteed Note, 5.65%, due 05/15/18		714,914
	225,000	Glencore Funding LLC, Guaranteed Note, 6.00%, due 04/15/14 144A		236,546
	320,000	Glitnir Banki HF, Subordinated Note, 6.69%, due 06/15/16††† 144A		4,000
	30,000	Goldman Sachs Capital II, Guaranteed Note, 4.00%, due 06/01/43†		22,632
	600,000	Goldman Sachs Group (The), Inc., 3.63%, due 02/07/16		633,434
	30,000	Goldman Sachs Group (The), Inc., 4.75%, due 07/15/13		30,961
	140,000	Goldman Sachs Group (The), Inc., 5.25%, due 07/27/21		154,616
	480,000	Goldman Sachs Group (The), Inc., 5.38%, due 03/15/20		536,495
	30,000	Goldman Sachs Group (The), Inc., 5.45%, due 11/01/12		30,118
	1,110,000	Goldman Sachs Group (The), Inc., 5.95%, due 01/18/18		1,290,472
	100,000	Goldman Sachs Group (The), Inc., 6.00%, due 05/01/14		107,389
	200,000	Goldman Sachs Group (The), Inc., 6.15%, due 04/01/18		233,713
	1,660,000	Goldman Sachs Group (The), Inc., 6.25%, due 02/01/41		1,927,418
	480,000	Goldman Sachs Group (The), Inc., 7.50%, due 02/15/19		596,071
	130,000	Goldman Sachs Group (The), Inc., Global Note, 5.25%, due 10/15/13		135,713
	2,600,000	Goldman Sachs Group (The), Inc., Senior Note, 6.25%, due 09/01/17		3,050,926
	160,000	Goodyear Tire & Rubber Co. (The), 7.00%, due 05/15/22‡		170,400
	230,000	Goodyear Tire & Rubber Co. (The), 8.25%, due 08/15/20‡		255,875
	75,000	Hapag-Lloyd AG, 9.75%, due 10/15/17‡ 144A		74,250
	165,000	Hartford Financial Services Group, Inc., 6.00%, due 01/15/19		187,458
	20,000	HCA, Inc., 5.75%, due 03/15/14		21,100
	9,000	HCA, Inc., 6.25%, due 02/15/13		9,169
	1,525,000	HCA, Inc., 6.50%, due 02/15/16		1,685,125
	3,700,000	HCA, Inc., 6.75%, due 07/15/13		3,848,000
	230,000	HCA, Inc., 7.25%, due 09/15/20		258,750
	200,000	HCA, Inc., 8.00%, due 10/01/18		231,500
	600,000	Health Net, Inc., 6.38%, due 06/01/17		630,000
	124,000	Helix Energy Solutions Group, Inc., Senior Note, 9.50%, due 01/15/16 144A		129,580
	280,000	Hertz Corp. (The), 6.75%, due 04/15/19		296,800
	190,000	Hertz Corp. (The), 7.50%, due 10/15/18		206,150

70 See accompanying Notes to the Financial Statements.

Mercer Core Opportunistic Fixed Income Fund

Schedule of Investments (Continued)

(showing percentage of net assets)

September 30, 2012 (Unaudited)

Par Value**		Description	Value ($)
		Corporate Debt — continued
	40,000	Hess Corp., 7.88%, due 10/01/29		55,500
	570,000	Hess Corp., 8.13%, due 02/15/19		755,158
	1,250,000	Hewlett-Packard Co., 3.30%, due 12/09/16		1,304,284
	285,000	Hexion US Finance Corp./Hexion Nova Scotia Finance ULC, 8.88%, due 02/01/18		294,262
	190,000	Hornbeck Offshore Services, Inc., 5.88%, due 04/01/20		194,275
	110,000	Hornbeck Offshore Services, Inc., 8.00%, due 09/01/17		118,938
	300,000	HSBC Finance Capital Trust IX, 5.91%, due 11/30/35†		296,625
	1,390,000	HSBC Finance Corp., 6.68%, due 01/15/21		1,614,631
	350,000	HSBC Holdings Plc, 5.10%, due 04/05/21		405,044
	575,000	HSBC Holdings Plc, Subordinated Note, 6.50%, due 05/02/36		675,787
	2,075,000	HSBC Holdings Plc, Subordinated Note, 6.50%, due 09/15/37		2,462,288
	365,000	Hughes Satellite Systems Corp., 7.63%, due 06/15/21		406,062
	395,000	Huntsman International LLC, 8.63%, due 03/15/20‡		448,325
	100,000	Huntsman International LLC, 8.63%, due 03/15/21‡		115,000
	150,000	Hyundai Capital America, 2.13%, due 10/02/17 144A		150,198
	75,000	Icahn Enterprises, LP/Icahn Enterprises Finance Corp., 7.75%, due 01/15/16		78,563
	125,000	Icahn Enterprises, LP/Icahn Enterprises Finance Corp., 8.00%, due 01/15/18		134,688
	1,700,000	Industrial Bank of Korea, 2.38%, due 07/17/17 144A		1,732,264
	350,000	Intelsat Jackson Holdings SA, 7.25%, due 10/15/20		378,437
	525,000	Intelsat Luxembourg SA, 11.50%, due 02/04/17		558,469
	285,000	Interface, Inc., 7.63%, due 12/01/18		310,650
	190,000	Intergen NV, Senior Note, 9.00%, due 06/30/17 144A		183,825
	220,000	International Lease Finance Corp., 6.50%, due 09/01/14 144A		237,600
	250,000	Intesa Sanpaolo Spa, 3.63%, due 08/12/15 144A		245,164
	345,000	Iron Mountain, Inc., 8.38%, due 08/15/21		383,812
	400,000	Isle of Capri Casinos, Inc., 8.88%, due 06/15/20 144A		423,000
	310,000	Jarden Corp., 7.50%, due 01/15/20		344,100
	285,000	JBS USA LLC/JBS USA Finance, Inc., 8.25%, due 02/01/20 144A		285,712
	320,000	John Deere Capital Corp., 2.25%, due 04/17/19		333,816
	300,000	JPMorgan Chase & Co., 3.25%, due 09/23/22		304,814
	2,100,000	JPMorgan Chase & Co., 4.25%, due 10/15/20		2,298,379
	765,000	JPMorgan Chase & Co., 4.35%, due 08/15/21		844,732
	860,000	JPMorgan Chase & Co., 4.40%, due 07/22/20		948,081
	425,000	JPMorgan Chase & Co., 4.50%, due 01/24/22		472,338
	1,325,000	JPMorgan Chase & Co., 4.95%, due 03/25/20		1,515,799
	1,030,000	JPMorgan Chase & Co., Global Subordinated Note, 5.15%, due 10/01/15		1,140,225
	1,440,000	JPMorgan Chase & Co., Subordinated Note, 6.13%, due 06/27/17		1,697,165
	300,000	JPMorgan Chase Bank NA, 0.73%, due 06/13/16†		289,396
	235,000	K Hovnanian Enterprises, Inc., 7.25%, due 10/15/20 144A		241,462
	280,000	K Hovnanian Enterprises, Inc., 10.63%, due 10/15/16		305,025
	115,000	K Hovnanian Enterprises, Inc., Guaranteed Senior Note, 6.50%, due 01/15/14		112,125
	310,000	Kansas City Southern de Mexico SA de CV, 6.13%, due 06/15/21		349,525
	100,000	Kaupthing Bank HF, 7.13%, due 05/19/16††† 144A		1,250
	310,000	KB Home, 7.50%, due 09/15/22‡		336,350
	720,000	Kerr-McGee Corp., 7.88%, due 09/15/31		969,316
	270,000	Key Energy Services, Inc., 6.75%, due 03/01/21		275,400
	60,000	Kinder Morgan Energy Partners, LP, Senior Note, 5.00%, due 12/15/13		62,992
	770,000	Kinder Morgan Energy Partners, LP, Senior Note, 6.00%, due 02/01/17		905,204
	2,300,000	Kinder Morgan Finance Co. ULC, Guaranteed Note, 5.70%, due 01/05/16		2,494,315

See accompanying Notes to the Financial Statements. 71

Mercer Core Opportunistic Fixed Income Fund

Schedule of Investments (Continued)

(showing percentage of net assets)

September 30, 2012 (Unaudited)

Par Value**			Description	Value ($)
			Corporate Debt — continued
	200,000		Kinetic Concepts Inc/KCI USA, Inc., 10.50%, due 11/01/18 144A		212,500
	600,000		Koninklijke Philips Electronics NV, 5.75%, due 03/11/18		731,054
	440,000		Kraft Foods Group, Inc., 3.50%, due 06/06/22 144A		465,857
	539,000		Kraft Foods Group, Inc., 5.38%, due 02/10/20 144A		641,598
	491,000		Kraft Foods, Inc., 5.38%, due 02/10/20		593,248
	400,000		Kroger Co. (The), Senior Note, 6.15%, due 01/15/20		490,316
	775,000		Lafarge SA, 6.20%, due 07/09/15 144A		840,875
	2,350,000		Lafarge SA, 6.50%, due 07/15/16		2,602,625
	225,000		Lamar Media Corp., 5.88%, due 02/01/22		240,750
	290,000		Landsbanki Islands HF, 6.10%, due 08/25/11¤ ††† 144A		18,488
	600,000		LBG Capital No.1 Plc, 7.88%, due 11/01/20¤ 144A		606,000
	1,325,000		Legg Mason, Inc., 5.50%, due 05/21/19 144A		1,422,721
	470,000		Lehman Brothers Holdings Capital Trust VII, (MTN), 5.86%, due 12/31/49†††		165
	270,000		Lehman Brothers Holdings, Inc., (MTN), Series I, 6.75%, due 12/28/17†††		95
	890,000		Lehman Brothers Holdings, Inc., Subordinated Note, 6.50%, due 07/19/17†††		312
	375,000		Liberty Mutual Group, Inc., Junior Subordinated Note, Series A, 7.80%, due 03/07/87 144A		408,750
	180,000		Linn Energy LLC/Linn Energy Finance Corp., 6.25%, due 11/01/19 144A		179,325
	295,000		Linn Energy LLC/Linn Energy Finance Corp., 8.63%, due 04/15/20		324,500
	300,000		Lloyds TSB Bank Plc, 6.50%, due 09/14/20‡ 144A		316,510
	1,700,000		Macquarie Bank, Ltd., 4.10%, due 12/17/13¤ ‡ 144A		1,775,633
	2,765,000		Macy’s Retail Holdings, Inc., 6.65%, due 07/15/24		3,450,267
	600,000		Macy’s Retail Holdings, Inc., 7.00%, due 02/15/28		731,149
	150,000		MarkWest Energy Partners, LP/MarkWest Energy Finance Corp., 5.50%, due 02/15/23		157,500
	120,000		MarkWest Energy Partners, LP/MarkWest Energy Finance Corp., 6.25%, due 06/15/22		129,600
	250,000		MarkWest Energy Partners, LP/MarkWest Energy Finance Corp., 6.50%, due 08/15/21		269,375
	230,000		Mcron Finance Sub LLC/Mcron Finance Corp., 8.38%, due 05/15/19 144A		238,050
	290,000		Mead Products LLC/ACCO Brands Corp., 6.75%, due 04/30/20‡ 144A		303,775
	70,000		Medtronic, Inc., 3.13%, due 03/15/22		74,693
	240,000		Medtronic, Inc., 4.45%, due 03/15/20		279,390
	700,000	EUR	Merrill Lynch & Co., Inc., 0.59%, due 05/30/14†		886,223
	7,850,000		Merrill Lynch & Co., Inc., 6.88%, due 04/25/18		9,416,318
	840,000		Merrill Lynch & Co., Inc., Subordinated Note, 5.70%, due 05/02/17		919,904
	250,000		MetLife, Inc., 4.75%, due 02/08/21		290,253
	560,000		MetLife, Inc., Subordinated Note, 6.40%, due 12/15/66		590,285
	160,000		MetroPCS Wireless, Inc., 6.63%, due 11/15/20		168,200
	135,000		MetroPCS Wireless, Inc., 7.88%, due 09/01/18		146,475
	10,000		MGM Resorts International, 5.88%, due 02/27/14		10,450
	459,000		MGM Resorts International, 6.75%, due 10/01/20 144A		460,147
	50,000		MGM Resorts International, 8.63%, due 02/01/19‡ 144A		54,750
	15,000		MGM Resorts International, 10.38%, due 05/15/14		16,950
	35,000		MGM Resorts International, 11.13%, due 11/15/17		38,894
	80,000		MGM Resorts International, 11.38%, due 03/01/18		94,800
	80,000		MidAmerican Energy Holdings Co., Senior Note, 6.50%, due 09/15/37		107,504
	210,000		Mizuho Capital Investment USD 2, Ltd., 14.95%, due 12/31/49 144A†		254,049
	265,000		Mohegan Tribal Gaming Authority, 10.50%, due 12/15/16 144A		243,800

72 See accompanying Notes to the Financial Statements.

Mercer Core Opportunistic Fixed Income Fund

Schedule of Investments (Continued)

(showing percentage of net assets)

September 30, 2012 (Unaudited)

Par Value**		Description	Value ($)
		Corporate Debt — continued
	40,000	Mohegan Tribal Gaming Authority, 11.50%, due 11/01/17 144A		42,600
	50,000	Molson Coors Brewing Co., 3.50%, due 05/01/22		53,086
	190,000	Momentive Performance Materials, Inc., 9.00%, due 01/15/21‡		138,700
	100,000	Momentive Performance Materials, Inc., 10.00%, due 10/15/20 144A		101,250
	75,000	Moog, Inc., 7.25%, due 06/15/18		80,063
	70,000	Morgan Stanley, 4.75%, due 03/22/17		75,127
	5,000,000	Morgan Stanley, 7.30%, due 05/13/19		5,907,895
	130,000	Morgan Stanley, (MTN), Series F, 0.91%, due 10/18/16†		120,937
	1,000,000	Morgan Stanley, (MTN), Series F, 6.63%, due 04/01/18		1,150,283
	135,000	Mueller Water Products, Inc., 8.75%, due 09/01/20		153,225
	85,000	Mueller Water Products, Inc., Senior Subordinated Note, 7.38%, due 06/01/17		87,550
	600,000	Murray Street Investment Trust I, 4.65%, due 03/09/17††		644,971
	50,000	National Semiconductor Corp., Senior Note, 6.60%, due 06/15/17		62,622
	289,000	Navistar International Corp., 8.25%, due 11/01/21‡		275,634
	375,000	NCR Corp., 5.00%, due 07/15/22 144A		380,625
	110,000	News America, Inc., 4.50%, due 02/15/21		124,367
	525,000	News America, Inc., 5.65%, due 08/15/20		626,206
	475,000	News America, Inc., 6.20%, due 12/15/34		573,915
	30,000	News America, Inc., Senior Note, 6.65%, due 11/15/37		38,198
	780,000	Noble Energy, Inc., 4.15%, due 12/15/21		844,085
	330,000	Nordea Bank AB, 3.70%, due 11/13/14 144A		346,254
	1,000,000	Nordstrom, Inc., 6.25%, due 01/15/18		1,215,571
	250,000	Norske Skogindustrier ASA, 7.13%, due 10/15/33 144A		145,000
	225,000	Novelis, Inc., 8.38%, due 12/15/17		246,937
	175,000	Novelis, Inc., 8.75%, due 12/15/20		194,688
	335,000	NRG Energy, Inc., 8.25%, due 09/01/20		366,825
	110,000	NVR, Inc., 3.95%, due 09/15/22		113,020
	270,000	Occidental Petroleum Corp., 2.70%, due 02/15/23		278,160
	480,000	Occidental Petroleum Corp., 3.13%, due 02/15/22		517,237
	265,000	OGX Austria GmbH, Series 1, 8.50%, due 06/01/18‡ 144A		239,825
	225,000	Owens-Illinois, Inc., 7.80%, due 05/15/18		260,437
	840,000	Pacific Gas & Electric Co., 6.05%, due 03/01/34		1,107,669
	10,000	Pacific Gas & Electric Co., 8.25%, due 10/15/18		13,750
	10,000	Pacific Gas & Electric Co., Senior Note, 5.63%, due 11/30/17		12,186
	205,000	Packaging Dynamics Corp., 8.75%, due 02/01/16 144A		217,300
	175,000	Peabody Energy Corp., 6.00%, due 11/15/18 144A		175,875
	220,000	Peabody Energy Corp., 6.50%, due 09/15/20‡		226,050
	606,000	Pemex Project Funding Master Trust, 6.63%, due 06/15/35		763,560
	580,000	PepsiCo, Inc., 0.70%, due 08/13/15		582,416
	171,000	PepsiCo, Inc., Senior Note, 7.90%, due 11/01/18		232,123
	240,000	Pernod-Ricard SA, 2.95%, due 01/15/17 144A		250,644
	510,000	Pernod-Ricard SA, 4.45%, due 01/15/22 144A		563,332
	400,000	Petrobras International Finance Co., 3.88%, due 01/27/16		425,124
	2,550,000	Petrobras International Finance Co., 5.38%, due 01/27/21		2,886,016
	196,000	Petrobras International Finance Co., 5.75%, due 01/20/20		224,380
	160,000	Petrobras International Finance Co., 6.13%, due 10/06/16		182,059
	430,000	Petroleos Mexicanos, 5.50%, due 01/21/21		506,325
	205,000	PHI, Inc., 8.63%, due 10/15/18		215,763
	240,000	Philip Morris International, Inc., 2.50%, due 08/22/22		241,002

See accompanying Notes to the Financial Statements. 73

Mercer Core Opportunistic Fixed Income Fund

Schedule of Investments (Continued)

(showing percentage of net assets)

September 30, 2012 (Unaudited)

Par Value**		Description	Value ($)
		Corporate Debt — continued
	590,000	Philip Morris International, Inc., 2.90%, due 11/15/21		615,889
	250,000	Philip Morris International, Inc., 4.50%, due 03/20/42		276,554
	460,000	Pinnacle Entertainment, Inc., 7.75%, due 04/01/22‡		503,700
	195,000	Pittsburgh Glass Works LLC, 8.50%, due 04/15/16 144A		182,325
	250,000	Plains Exploration & Production Co., 6.13%, due 06/15/19		253,125
	200,000	Polypore International, Inc., 7.50%, due 11/15/17		216,500
	325,000	Post Holdings, Inc., 7.38%, due 02/15/22 144A		346,937
	90,000	Potash Corp. of Saskatchewan, Inc., 4.88%, due 03/30/20		104,441
	265,000	Precision Drilling Corp., 6.50%, due 12/15/21		284,212
	60,000	Precision Drilling Corp., 6.63%, due 11/15/20		64,200
	120,000	QEP Resources, Inc., 5.25%, due 05/01/23		123,000
	70,000	QEP Resources, Inc., 6.88%, due 03/01/21		79,450
	200,000	QVC, Inc., 7.38%, due 10/15/20 144A		222,501
	100,000	Qwest Corp., 6.88%, due 09/15/33		101,750
	45,000	Qwest Corp., 7.50%, due 10/01/14		50,224
	295,000	Rabobank Nederland NV, 11.00%, due 12/29/49† 144A		389,762
	500,000	Range Resources Corp., 6.75%, due 08/01/20		552,500
	487,000	Range Resources Corp., 8.00%, due 05/15/19		543,005
	73,098	RathGibson, Inc., Senior Note, 11.25%, due 02/15/14**** †††		—
	220,000	Raytheon Co., 3.13%, due 10/15/20		236,386
	1,670,000	Reed Elsevier Capital, Inc., Guaranteed Note, 8.63%, due 01/15/19		2,147,552
	155,000	Regency Energy Partners, LP/Regency Energy Finance Corp., 5.50%, due 04/15/23		157,131
	329,000	Regency Energy Partners, LP/Regency Energy Finance Corp., 6.50%, due 07/15/21		353,675
	80,000	Resona Preferred Global Securities, Cayman, 7.19%, due 12/31/49† ‡ 144A		86,153
	225,000	Rexel SA, 6.13%, due 12/15/19 144A		232,594
	755,000	Reynolds American, Inc., Senior Note, 6.75%, due 06/15/17		914,817
	410,000	Reynolds Group Issuer, Inc./Reynolds Group Issuer LLC/Reynolds Group Issuer, 7.13%, due 04/15/19		434,600
	310,000	Reynolds Group Issuer, Inc./Reynolds Group Issuer LLC/Reynolds Group Issuer, 8.50%, due 05/15/18		316,200
	125,000	Reynolds Group Issuer, Inc./Reynolds Group Issuer LLC/Reynolds Group Issuer, 9.00%, due 04/15/19		128,125
	220,000	Reynolds Group Issuer, Inc./Reynolds Group Issuer LLC/Reynolds Group Issuer, 9.88%, due 08/15/19		235,125
	1,020,000	Rio Tinto Finance USA, Ltd., 9.00%, due 05/01/19		1,396,591
	380,000	Roche Holdings, Inc., Guaranteed Note, 6.00%, due 03/01/19 144A		477,742
	170,000	Rock-Tenn Co., 3.50%, due 03/01/20 144A		173,675
	90,000	Rock-Tenn Co., 4.00%, due 03/01/23 144A		91,679
	310,000	Rockwood Specialties Group, Inc., 4.63%, due 10/15/20		315,812
	40,000	Rogers Cable, Inc., 6.25%, due 06/15/13		41,550
	20,000	Rogers Communications, Inc., Senior Note, 6.80%, due 08/15/18		25,305
	750,000	Royal Bank of Scotland Group Plc, 2.55%, due 09/18/15		759,563
	250,000	Royal Bank of Scotland Group Plc, 5.00%, due 10/01/14		257,577
	200,000	Royal Bank of Scotland Group Plc, 6.99%, due 12/31/49¤ † 144A		182,000
	100,000	Royal Bank of Scotland Group Plc, 7.65%, due 12/31/49†		98,000
	775,000	Royal Bank of Scotland Plc (The), 4.38%, due 03/16/16		835,379
	1,275,000	Royal Bank of Scotland Plc (The), 5.63%, due 08/24/20		1,455,764
	325,000	Royal Bank of Scotland Plc (The), 6.13%, due 01/11/21		388,840
	70,000	Safeway, Inc., 3.95%, due 08/15/20‡		68,276

74 See accompanying Notes to the Financial Statements.

Mercer Core Opportunistic Fixed Income Fund

Schedule of Investments (Continued)

(showing percentage of net assets)

September 30, 2012 (Unaudited)

Par Value**		Description	Value ($)
		Corporate Debt — continued
	350,000	Samson Investment Co., 9.75%, due 02/15/20 144A		360,937
	130,000	SandRidge Energy, Inc., 7.50%, due 02/15/23 144A		134,225
	300,000	Santander US Debt SA Unipersonal, Series 1, 3.72%, due 01/20/15 144A		297,912
	400,000	Santander US Debt SA Unipersonal, 3.78%, due 10/07/15 144A		401,219
	250,000	SBA Communications Corp., 5.63%, due 10/01/19 144A		255,312
	200,000	Sealed Air Corp., Series 1, 8.13%, due 09/15/19 144A		223,500
	110,000	Service Corp. International, Senior Note, 7.50%, due 04/01/27		117,150
	10,000	Service Corp. International, Senior Note, 7.63%, due 10/01/18		11,900
	110,000	SESI LLC, 7.13%, due 12/15/21		122,100
	235,000	Shea Homes, LP/Shea Homes Funding Corp., 8.63%, due 05/15/19		263,200
	580,000	Shell International Finance BV, 4.38%, due 03/25/20		680,419
	400,000	Sheraton Holding Corp., 7.38%, due 11/15/15		465,521
	260,000	Sinopec Group Overseas Development 2012, Ltd., 2.75%, due 05/17/17 144A		270,242
	410,000	SLM Corp., 3.88%, due 09/10/15		422,815
	10,000	SLM Corp., 5.00%, due 04/15/15		10,613
	65,000	SLM Corp., 5.63%, due 08/01/33		61,685
	2,675,000	SLM Corp., 6.00%, due 01/25/17		2,925,781
	55,000	SLM Corp., 7.25%, due 01/25/22		61,875
	950,000	SLM Corp., 8.00%, due 03/25/20		1,102,000
	325,000	Smithfield Foods, Inc., 6.63%, due 08/15/22		338,000
	255,000	Springleaf Finance Corp., 6.90%, due 12/15/17		218,025
	60,000	Sprint Capital Corp., 6.88%, due 11/15/28		55,500
	660,000	Sprint Capital Corp., 8.75%, due 03/15/32		686,400
	1,700,000	Sprint Capital Corp., Guaranteed Note, 6.90%, due 05/01/19		1,772,250
	100,000	Sprint Nextel Corp., 6.00%, due 12/01/16		103,500
	740,000	Sprint Nextel Corp., 7.00%, due 08/15/20		772,375
	75,000	Sprint Nextel Corp., 8.38%, due 08/15/17		83,813
	100,000	Sprint Nextel Corp., 9.13%, due 03/01/17		113,750
	225,000	SPX Corp., 6.88%, due 09/01/17		252,562
	395,000	Standard Pacific Corp., 8.38%, due 05/15/18		457,706
	780,000	State Street Corp., 4.96%, due 03/15/18		863,129
	190,000	Steel Dynamics, Inc., 7.63%, due 03/15/20‡		207,100
	100,000	Steel Dynamics, Inc., Senior Note, 6.75%, due 04/01/15		102,000
	105,000	Stora Enso Oyj, 7.25%, due 04/15/36 144A		95,025
	75,000	Suburban Propane Partners LP/Suburban Energy Finance Corp., 7.38%, due 08/01/21 144A		80,438
	50,000	Suburban Propane Partners LP/Suburban Energy Finance Corp., 7.50%, due 10/01/18 144A		53,750
	400,000	Sumitomo Mitsui Banking Corp., 3.10%, due 01/14/16 144A		426,329
	100,000	SunGard Data Systems, Inc., 7.38%, due 11/15/18		107,750
	100,000	SunGard Data Systems, Inc., 7.63%, due 11/15/20		109,000
	110,000	SunGard Data Systems, Inc., Senior Subordinated Note, 10.25%, due 08/15/15		113,025
	99,000	SunTrust Preferred Capital I, 4.00%, due 12/31/49†		76,601
	325,000	Swift Energy Co., 8.88%, due 01/15/20		352,625
	180,000	Targa Resources Partners, LP/Targa Resources Partners Finance Corp., 6.88%, due 02/01/21		196,200
	95,000	Targa Resources Partners, LP/Targa Resources Partners Finance Corp., 7.88%, due 10/15/18		104,500
	380,000	Teachers Insurance & Annuity Association of America, 6.85%, due 12/16/39 144A		523,690

See accompanying Notes to the Financial Statements. 75

Mercer Core Opportunistic Fixed Income Fund

Schedule of Investments (Continued)

(showing percentage of net assets)

September 30, 2012 (Unaudited)

Par Value**		Description	Value ($)
		Corporate Debt — continued
	35,000	Teekay Corp., 8.50%, due 01/15/20		36,925
	550,000	Telecom Italia Capital SA, 4.95%, due 09/30/14		569,250
	1,025,000	Telecom Italia Capital SA, 6.18%, due 06/18/14		1,081,375
	650,000	Telecom Italia Capital SA, 7.00%, due 06/04/18		719,875
	950,000	Telecom Italia Capital SA, 7.18%, due 06/18/19		1,052,125
	280,000	Telefonica Emisiones SAU, 5.13%, due 04/27/20		275,450
	10,000	Telefonica Emisiones SAU, 5.46%, due 02/16/21		9,825
	30,000	Telefonica Emisiones SAU, 5.88%, due 07/15/19		30,225
	50,000	Telefonica Emisiones SAU, 6.22%, due 07/03/17		52,375
	360,000	Temasek Financial I, Ltd., 2.38%, due 01/23/23 144A		361,401
	115,000	Tenet Healthcare Corp., 10.00%, due 05/01/18		133,400
	320,000	Terex Corp., 8.00%, due 11/15/17‡		332,800
	120,000	Teva Pharmaceutical Finance Co. BV, 3.65%, due 11/10/21		130,335
	610,000	Teva Pharmaceutical Finance IV BV, 3.65%, due 11/10/21		662,537
	130,000	Texas Competitive Electric Holdings Co. LLC/TCEH Finance, Inc., Series 1, 11.50%, due 10/01/20‡ 144A		102,375
	295,000	Texas Industries, Inc., 9.25%, due 08/15/20		314,175
	220,000	Thermo Fisher Scientific, Inc., 3.60%, due 08/15/21		235,849
	100,000	Time Warner Cable, Inc., 4.13%, due 02/15/21		110,748
	740,000	Time Warner Cable, Inc., 5.85%, due 05/01/17		882,360
	280,000	Time Warner Cable, Inc., 5.88%, due 11/15/40		330,484
	10,000	Time Warner Cable, Inc., 6.75%, due 07/01/18		12,592
	160,000	Time Warner Cable, Inc., 7.30%, due 07/01/38		218,417
	1,320,000	Time Warner Cable, Inc., 8.25%, due 04/01/19		1,774,081
	2,150,000	Time Warner Cable, Inc., 8.75%, due 02/14/19		2,931,099
	260,000	Time Warner, Inc., 4.70%, due 01/15/21		299,147
	200,000	Time Warner, Inc., 4.75%, due 03/29/21		231,378
	50,000	Time Warner, Inc., 6.25%, due 03/29/41		63,581
	200,000	Time Warner, Inc., 7.63%, due 04/15/31		280,171
	2,700,000	Time Warner, Inc., 7.70%, due 05/01/32		3,802,745
	1,100,000	TNK-BP Finance SA, 7.50%, due 07/18/16 144A		1,276,550
	3,200,000	TNK-BP Finance SA, Reg S, 7.88%, due 03/13/18‡‡‡		3,888,000
	54,000	Tomkins LLC/Tomkins, Inc., 9.00%, due 10/01/18		60,480
	325,000	TransDigm, Inc., 7.75%, due 12/15/18		360,750
	330,000	Transocean, Inc., Senior Note, 5.25%, due 03/15/13		336,580
	1,025,000	Travelers Cos. (The), Inc., 5.80%, due 05/15/18		1,262,352
	240,000	Triumph Group, Inc., 8.63%, due 07/15/18		271,800
	370,000	UBS AG/Stamford Branch, 2.25%, due 01/28/14		375,971
	500,000	UBS AG/Stamford Branch, 5.75%, due 04/25/18		589,929
	1,837,000	Union Pacific Corp., 4.16%, due 07/15/22		2,097,711
	300,000	United Business Media, Ltd., 5.75%, due 11/03/20 144A		314,553
	210,000	United Parcel Service, Inc., Senior Note, 4.50%, due 01/15/13		212,577
	375,000	United Rentals North America, Inc., 8.38%, due 09/15/20‡		403,125
	150,000	United States Steel Corp., 7.38%, due 04/01/20		150,000
	50,000	United States Steel Corp., 7.50%, due 03/15/22		49,625
	95,000	United States Steel Corp., Senior Note, 7.00%, due 02/01/18‡		95,713
	210,000	United Technologies Corp., 3.10%, due 06/01/22		224,250
	320,000	United Technologies Corp., 4.50%, due 06/01/42		360,187
	90,000	UnitedHealth Group, Inc., 3.38%, due 11/15/21		96,140

76 See accompanying Notes to the Financial Statements.

Mercer Core Opportunistic Fixed Income Fund

Schedule of Investments (Continued)

(showing percentage of net assets)

September 30, 2012 (Unaudited)

Par Value**		Description	Value ($)
		Corporate Debt — continued
	520,000	UnitedHealth Group, Inc., Senior Note, 6.00%, due 02/15/18		639,400
	45,000	UR Financing Escrow Corp., 7.38%, due 05/15/20 144A		48,488
	45,000	UR Financing Escrow Corp., 7.63%, due 04/15/22 144A		49,388
	500,000	US Airways 2012-1 Class B Pass Through Trust, 8.00%, due 04/01/21		515,000
	245,000	USG Corp., 6.30%, due 11/15/16		248,675
	105,000	USG Corp., 8.38%, due 10/15/18 144A		114,450
	1,532,000	Vale Overseas, Ltd., 4.38%, due 01/11/22		1,618,039
	390,000	Vale Overseas, Ltd., Guaranteed Note, 6.88%, due 11/21/36		453,522
	320,000	Vedanta Resources Plc, 8.25%, due 06/07/21 144A		313,600
	220,000	Vedanta Resources Plc, Senior Global Note, 8.75%, due 01/15/14‡ 144A		230,450
	110,000	Verizon Communications, Inc., 6.10%, due 04/15/18		137,654
	65,000	Vertellus Specialties, Inc., 9.38%, due 10/01/15 144A		51,838
	190,000	Vesey Street Investment Trust I, 4.40%, due 09/01/16††		203,491
	225,000	ViaSat, Inc., 6.88%, due 06/15/20		232,875
	225,000	Vulcan Materials Co., 6.50%, due 12/01/16		248,062
	1,400,000	Vulcan Materials Co., 7.50%, due 06/15/21		1,589,000
	990,000	Wachovia Capital Trust III, Secured Note, 5.57%, due 12/31/49†		982,575
	700,000	Wachovia Corp., 5.75%, due 02/01/18		846,302
	700,000	Wachovia Corp., Senior Note, 5.63%, due 10/15/16		811,791
	640,000	Wachovia Corp., Subordinated Note, 5.25%, due 08/01/14		688,223
	550,000	Wal-Mart Stores, Inc., 5.63%, due 04/15/41		736,680
	190,000	Waste Management, Inc., 7.38%, due 05/15/29		252,874
	180,000	Watson Pharmaceuticals, Inc., 1.88%, due 10/01/17		182,220
	130,000	WellPoint, Inc., 1.25%, due 09/10/15		131,002
	30,000	WellPoint, Inc., 3.70%, due 08/15/21		31,440
	730,000	WellPoint, Inc., 5.88%, due 06/15/17		869,384
	1,750,000	WellPoint, Inc., 7.00%, due 02/15/19		2,186,000
	730,000	Wells Fargo & Co., 2.10%, due 05/08/17		756,075
	420,000	Wells Fargo & Co., 3.68%, due 06/15/16††		457,577
	90,000	Wells Fargo & Co., 4.60%, due 04/01/21		104,145
	350,000	Wells Fargo Capital X, 5.95%, due 12/01/86		358,750
	270,000	Williams Cos. (The), Inc., Series A, 7.50%, due 01/15/31		339,306
	124,000	Williams Cos. (The), Inc., 7.88%, due 09/01/21		162,856
	80,000	Williams Cos. (The), Inc., 8.75%, due 03/15/32		111,282
	290,000	Williams Partners, LP/Williams Partners Finance Corp., Senior Note, 7.25%, due 02/01/17		352,982
	75,000	Windstream Corp., 8.13%, due 09/01/18		81,375
	120,000	WPP Finance UK, 8.00%, due 09/15/14		134,772
	30,000	WPX Energy, Inc., 6.00%, due 01/15/22		32,400
	510,000	Wyeth LLC, 5.95%, due 04/01/37		693,690
	430,000	Wynn Las Vegas, LLC, 7.75%, due 08/15/20		480,525
	1,275,000	Xerox Corp., 4.50%, due 05/15/21		1,357,179
	300,000	Xerox Corp., 5.63%, due 12/15/19		341,434
	2,500,000	Xerox Corp., 6.35%, due 05/15/18		2,938,740
				348,434,156
		Mortgage Backed Securities - Private Issuers — 2.0%
	400,000	Americold LLC Trust, Series 2010-ARTA, Class A2FX, 4.95%, due 01/14/29 144A		470,398

See accompanying Notes to the Financial Statements. 77

Mercer Core Opportunistic Fixed Income Fund

Schedule of Investments (Continued)

(showing percentage of net assets)

September 30, 2012 (Unaudited)

Par Value**		Description	Value ($)
		Mortgage Backed Securities - Private Issuers — continued
	150,000	Banc of America Commercial Mortgage, Inc., Series 2006-2, Class A4, 5.92%, due
		05/10/45†		173,635
	165,662	Banc of America Funding Corp., Series 2005-E, Class 8A1, 2.55%, due 06/20/35†		100,839
	66,000	Banc of America Merrill Lynch Commercial Mortgage, Inc., Series 2005-3, Class AM, 4.73%, due 07/10/43		70,210
	136,000	Banc of America Merrill Lynch Commercial Mortgage, Inc., Series 2006-1, Class AM, 5.42%, due 09/10/45†		150,469
	300,000	Bear Stearns Commercial Mortgage Securities, Series 2006-PW12, Class A4, 5.89%, due 09/11/38†		345,929
	40,000	Bear Stearns Commercial Mortgage Securities, Series 2007-PW17, Class A4, 5.69%, due 06/11/50†		47,314
	470,691	Citigroup Mortgage Loan Trust, Inc., Series 2010-3, Class 4A1, 2.52%, due 02/25/36† 144A		468,870
	75,475	Countrywide Alternative Loan Trust, Series 2005-61, Class 1A1, 0.48%, due 12/25/35†		60,663
	76,091	Countrywide Home Loan Mortgage Pass Through Trust, Series 2005-R3, Class AF, 0.62%, due 09/25/35† 144A		63,792
	335,019	Credit Suisse First Boston Mortgage Securities Corp., Series 2003-AR30, Class 2A1, 2.91%, due 01/25/34†		335,632
	260,000	Credit Suisse Mortgage Capital Certificates, Series 2007-C4, Class A3, 5.95%, due 09/15/39†		271,995
	474,657	Downey Savings & Loan Association Mortgage Loan Trust, Series 2004-AR1, Class A2A, 0.63%, due 09/19/44†		392,739
	280,991	First Horizon Alternative Mortgage Securities, Series 2006-FA1, Class 1A6, 0.97%, due 04/25/36†		277,161
	290,000	Fremont Home Loan Trust, Series 2004-B, Class M1, 1.09%, due 05/25/34†		228,156
	740,000	GE Capital Commercial Mortgage Corp., Series 2007-C1, Class A4, 5.54%, due 12/10/49		844,605
	133,669	Granite Mortgages Plc, Series 2004-3, Class 2A1, 0.66%, due 09/20/44†		131,397
	205,118	Granite Mortgages Plc, Reg S, Series 2003-2, Class 1A3, 0.96%, due 07/20/43† ‡‡‡		202,739
	560,000	Greenwich Capital Commercial Funding Corp., Series 2006-GG7, Class A4, 6.06%, due 07/10/38†		650,701
	194,000	Greenwich Capital Commercial Funding Corp., Series 2006-GG7, Class AM, 6.06%, due 07/10/38†		213,545
	272,126	GSMPS Mortgage Loan Trust, Series 2005-RP2, Class 1AF, 0.57%, due 03/25/35† 144A		226,315
	158,000	GSMS 2012-ALOHA, 3.55%, due 04/10/34 144A		171,731
	125,729	GSR Mortgage Loan Trust, Series 2004-7, Class 4A1, 4.92%, due 06/25/34†		128,959
	79,584	Harborview Mortgage Loan Trust, Series 2005-9, Class 2A1A, 0.56%, due 06/20/35†		72,803
	1,086,970	Harborview Mortgage Loan Trust, Series 2007-4, Class 2A1, 0.44%, due 07/19/47†		804,821
	119,000	JP Morgan Chase Commercial Mortgage Securities Corp., Series 2006-LDP8, Class AM, 5.44%, due 05/15/45		132,651
	600,000	JP Morgan Chase Commercial Mortgage Securities Corp., Series 2006-LDP9, Class A3, 5.34%, due 05/15/47		688,975
	40,000	LB-UBS Commercial Mortgage Trust, Series 2007-C6, Class A4, 5.86%, due 07/15/40†		47,607
	600,000	LB-UBS Commercial Mortgage Trust, Series 2007-C7, Class A3, 5.87%, due 09/15/45†		719,871
	109,450	Lehman XS Trust, Series 2005-7N, Class 1A1B, 1.00%, due 12/25/35†		37,063

78 See accompanying Notes to the Financial Statements.

Mercer Core Opportunistic Fixed Income Fund

Schedule of Investments (Continued)

(showing percentage of net assets)

September 30, 2012 (Unaudited)

Par Value**		Description	Value ($)
		Mortgage Backed Securities - Private Issuers — continued
	132,877	MASTR Adjustable Rate Mortgages Trust, Series 2006-2, Class 3A1, 2.87%, due 01/25/36†		122,208
	83,143	Merrill Lynch Mortgage Investors, Inc., Series 2005-A3, Class A1, 0.49%, due 04/25/35†		72,491
	150,000	Merrill Lynch Mortgage Trust, Series 2006-C1, Class A4, 5.85%, due 05/12/39†		173,063
	580,000	Merrill Lynch/Countrywide Commercial Mortgage Trust, Series 2007-6, Class A4, 5.49%, due 03/12/51†		662,399
	237,522	MLCC Mortgage Investors, Inc., Series 2007-1, Class 4A3, 5.65%, due 01/25/37†		243,988
	290,000	Morgan Stanley Capital I, Inc., Series 2007-IQ15, Class A4, 6.08%, due 06/11/49†		342,828
	211,170	Morgan Stanley Mortgage Loan Trust, Series 2004-5AR, Class 2A, 3.00%, due 07/25/34†		209,268
	347,145	Morgan Stanley Mortgage Loan Trust, Series 2004-7AR, Class 2A6, 2.78%, due 09/25/34†		341,873
	459,229	Nomura Asset Acceptance Corp., Series 2004-R3, Class A1, 6.50%, due 02/25/35 144A		468,016
	403,683	Novastar Mortgage-Backed Notes, Series 2006-MTA1, Class 2A1A, 0.41%, due 09/25/46†		286,070
	313,617	Prime Mortgage Trust, Series 2006-DR1, Class 1A1, 5.50%, due 05/25/35 144A		304,873
	134,350	Prime Mortgage Trust, Series 2006-DR1, Class 1A2, 6.00%, due 05/25/35 144A		132,105
	1,325,029	Prime Mortgage Trust, Series 2006-DR1, Class 2A1, 5.50%, due 05/25/35 144A		1,256,841
	1,064,597	Prime Mortgage Trust, Series 2006-SRS12, Class AF, 6.00%, due 05/25/35 144A		1,028,320
	472,945	Provident Funding Mortgage Loan Trust, Series 2005-1, Class 2A1, 2.82%, due 05/25/35†		480,546
	239,526	RBSSP Resecuritization Trust, Series 2010-3, Class 4A1, 3.39%, due 12/26/35† 144A		243,198
	149,121	Residential Asset Securitization Trust, Series 2003-A8, Class A2, 0.57%, due 10/25/18†		144,187
	172,781	Structured Asset Securities Corp., Series 2002-9, Class A2, 0.52%, due 10/25/27†		171,219
	142,000	Wachovia Bank Commercial Mortgage Trust, Series 2006-C29, Class A4, 5.31%, due 11/15/48		164,683
	227,475	WaMu Mortgage Pass Through Certificates, Series 2002-AR19, Class A6, 2.46%, due 02/25/33†		228,619
	648,238	WaMu Mortgage Pass Through Certificates, Series 2003-AR10, Class A7, 2.44%, due 10/25/33†		669,541
	891,892	WaMu Mortgage Pass Through Certificates, Series 2003-AR11, Class A6, 2.47%, due 10/25/33†		914,202
	79,286	WaMu Mortgage Pass Through Certificates, Series 2003-AR9, Class 1A7, 2.45%, due 09/25/33†		81,163
	320,097	WaMu Mortgage Pass Through Certificates, Series 2004-AR13, Class A1A, 0.61%, due 11/25/34†		318,738
	802,578	WaMu Mortgage Pass Through Certificates, Series 2004-AR14, Class A1, 2.45%, due 01/25/35†		817,024
	487,640	WaMu Mortgage Pass Through Certificates, Series 2004-CB2, Class 4A, 6.50%, due 08/25/34		528,321
	907,774	WaMu Mortgage Pass Through Certificates, Series 2005-AR11, Class A1A, 0.54%, due 08/25/45†		831,249
	539,221	WaMu Mortgage Pass Through Certificates, Series 2005-AR3, Class A2, 2.48%, due 03/25/35†		538,548
	341,820	WaMu Mortgage Pass Through Certificates, Series 2005-AR6, Class 2A1A, 0.45%, due 04/25/45†		320,543

See accompanying Notes to the Financial Statements. 79

Mercer Core Opportunistic Fixed Income Fund

Schedule of Investments (Continued)

(showing percentage of net assets)

September 30, 2012 (Unaudited)

Par Value**		Description	Value ($)
		Mortgage Backed Securities - Private Issuers — continued
	73,090	WaMu Mortgage Pass Through Certificates, Series 2006-AR14, Class 1A1, 2.23%, due 11/25/36†		58,309
	123,964	Washington Mutual, Inc., Series 2005-AR13, Class A1A1, 0.51%, due 10/25/45†		112,994
	117,151	Washington Mutual, Inc., Series 2005-AR15, Class A1A1, 0.48%, due 11/25/45†		105,997
	173,639	Washington Mutual, Inc., Series 2005-AR19, Class A1A1, 0.49%, due 12/25/45†		159,728
	217,049	Washington Mutual, Inc., Series 2005-AR19, Class A1A2, 0.51%, due 12/25/45†		197,950
	290,967	Washington Mutual, Inc., Series 2006-AR14, Class 1A4, 2.23%, due 11/25/36†		232,124
	716,645	Washington Mutual, Inc., Series 2006-AR16, Class 1A1, 2.31%, due 12/25/36†		573,814
	301,046	Wells Fargo Mortgage Backed Securities Trust, Series 2004-Y, Class 1A2, 2.62%, due 11/25/34†		303,681
	289,508	Wells Fargo Mortgage Backed Securities Trust, Series 2005-AR8, Class 2A1, 2.71%, due 06/25/35†		294,977
	728,547	Wells Fargo Mortgage Loan Trust, Series 2010-RR4, Class 2A1, 3.11%, due 08/27/35 144A		719,054
				23,386,337
		Mortgage Backed Securities - U.S. Government Agency Obligations — 29.3%
	31,588	FHLMC, Pool # 1N1589, 2.23%, due 05/01/37†		33,498
	52,411	FHLMC, Pool # 1Q0136, 2.70%, due 09/01/36†		56,527
	1,930,876	FHLMC, Pool # G14492, 4.00%, due 10/01/25		2,056,210
	9,509,219	FHLMC, Pool # A96413, 4.00%, due 01/01/41		10,235,677
	431,396	FHLMC, Pool # A90675, 4.50%, due 01/01/40		464,194
	713,533	FHLMC, Pool # A92736, 4.50%, due 06/01/40		769,787
	1,278,671	FHLMC, Pool # A93559, 4.50%, due 08/01/40		1,379,481
	4,086,582	FHLMC, Pool # A93338, 4.50%, due 08/01/40		4,408,766
	63,378	FHLMC, Pool # Q00012, 4.50%, due 04/01/41		68,593
	1,681,519	FHLMC, Pool # A74793, 5.00%, due 03/01/38		1,823,435
	2,261,295	FHLMC, Pool # 1Q0481, 5.11%, due 02/01/38†		2,444,445
	1,091,783	FHLMC, Pool # G01749, 5.50%, due 01/01/35		1,198,159
	206,005	FHLMC, Pool # A39306, 5.50%, due 11/01/35		225,820
	268,753	FHLMC, Pool # G02427, 5.50%, due 12/01/36		293,679
	491,208	FHLMC, Pool # G03695, 5.50%, due 11/01/37		536,766
	275,179	FHLMC, Pool # G04222, 5.50%, due 04/01/38		300,185
	1,879,218	FHLMC, Pool # G04587, 5.50%, due 08/01/38		2,048,222
	1,912,764	FHLMC, Pool # G06172, 5.50%, due 12/01/38		2,086,578
	1,106,432	FHLMC, Pool # G06875, 5.50%, due 12/01/38		1,214,235
	804,173	FHLMC, Pool # G06020, 5.50%, due 12/01/39		877,248
	554,266	FHLMC, Pool # G06945, 5.50%, due 02/01/40		604,632
	70,799	FHLMC, Pool # H09061, 6.00%, due 06/01/37		77,366
	2,353,516	FHLMC, Pool # G03265, 6.00%, due 08/01/37		2,591,284
	1,009,965	FHLMC, Pool # G03362, 6.00%, due 09/01/37		1,110,420
	1,203,861	FHLMC, Pool # G08271, 6.00%, due 05/01/38		1,323,602
	2,955,117	FHLMC, Pool # G06409, 6.00%, due 11/01/39		3,259,023
	798,271	FHLMC, Pool # G06832, 6.00%, due 03/01/40		878,918
	1,000,000	FHLMC, Pool # G07117, 6.00%, due 10/01/42††††		1,138,125
	209,217	FHLMC, Pool # G06669, 6.50%, due 09/01/39		238,252
	160,239	FHLMC, Series 2808, Class FT, 0.57%, due 04/15/33†		160,520

80 See accompanying Notes to the Financial Statements.

Mercer Core Opportunistic Fixed Income Fund

Schedule of Investments (Continued)

(showing percentage of net assets)

September 30, 2012 (Unaudited)

Par Value**		Description	Value ($)
		Mortgage Backed Securities - U.S. Government Agency Obligations — continued
	1,667,578	FHLMC Multifamily Structured Pass Through Certificates, (IO), Series K006, Class AX1, 1.22%, due 01/25/20†		101,212
	3,216,926	FHLMC Multifamily Structured Pass Through Certificates, (IO), Series K007, Class X1, 1.40%, due 04/25/20†		220,247
	3,932,010	FHLMC Multifamily Structured Pass Through Certificates, (IO), Series K008, Class X1, 1.83%, due 06/25/20†		376,708
	1,784,241	FHLMC Multifamily Structured Pass Through Certificates, (IO), Series K009, Class X1, 1.68%, due 08/25/20†		151,198
	1,741,306	FHLMC Multifamily Structured Pass Through Certificates, (IO), Series K702, Class X1, 1.73%, due 02/25/18†		123,184
	438,270	FHLMC Reference REMIC, Series R007, Class ZA, 6.00%, due 05/15/36		513,315
	413,848	FHLMC Structured Pass Through Securities, Series T-61, Class 1A1, 1.51%, due 07/25/44†		423,002
	3,300,000	FHLMC TBA, 2.50%, due 11/01/26		3,466,547
	10,500,000	FHLMC TBA, 3.00%, due 06/01/42		11,072,579
	459,178	FNMA, Pool # AE2641, 3.50%, due 10/01/25		489,209
	2,367,672	FNMA, Pool # AH2430, 3.50%, due 01/01/26		2,522,522
	959,359	FNMA, Pool # AH4523, 3.50%, due 02/01/26		1,022,103
	1,730,401	FNMA, Pool # AE2148, 3.50%, due 02/01/26		1,843,572
	1,402,650	FNMA, Pool # AE3507, 3.50%, due 02/01/26		1,494,386
	1,379,120	FNMA, Pool # AH4692, 3.50%, due 03/01/26		1,469,317
	238,177	FNMA, Pool # AL0554, 3.50%, due 08/01/26		253,754
	398,073	FNMA, Pool # AO6754, 3.50%, due 06/01/42		431,492
	1,293,959	FNMA, Pool # AB5519, 3.50%, due 07/01/42		1,402,588
	298,210	FNMA, Pool # MA1124, 3.50%, due 07/01/42		323,245
	2,691,300	FNMA, Pool # AO9944, 3.50%, due 07/01/42		2,917,237
	177,102	FNMA, Pool # 735321, 4.00%, due 03/01/15		189,539
	2,737,470	FNMA, Pool # 935983, 4.00%, due 05/01/25		2,929,703
	2,333,539	FNMA, Pool # AD8009, 4.00%, due 07/01/25		2,497,407
	25,156	FNMA, Pool # AD7737, 4.00%, due 07/01/25		26,923
	209,976	FNMA, Pool # AD7480, 4.00%, due 09/01/25		224,721
	11,220	FNMA, Pool # AE2434, 4.00%, due 09/01/25		12,008
	32,787	FNMA, Pool # AE7182, 4.00%, due 11/01/25		35,089
	735,087	FNMA, Pool # AE6360, 4.00%, due 11/01/25		786,708
	142,746	FNMA, Pool # AE8298, 4.00%, due 11/01/25		152,770
	227,825	FNMA, Pool # AE0551, 4.00%, due 11/01/25		243,823
	116,217	FNMA, Pool # AE8069, 4.00%, due 12/01/25		124,379
	41,689	FNMA, Pool # AH3622, 4.00%, due 01/01/26		44,629
	606,558	FNMA, Pool # AL0243, 4.00%, due 01/01/26		649,153
	485,803	FNMA, Pool # 890306, 4.00%, due 04/01/26		520,070
	1,602,133	FNMA, Pool # AH8167, 4.00%, due 04/01/26		1,715,141
	2,693,674	FNMA, Pool # AI3000, 4.00%, due 06/01/26		2,883,674
	1,426,733	FNMA, Pool # AL0605, 4.00%, due 08/01/26		1,526,923
	84,420	FNMA, Pool # 776565, 4.00%, due 04/01/34		91,386
	668,731	FNMA, Pool # AH1338, 4.00%, due 12/01/40		737,290
	169,487	FNMA, Pool # AH6392, 4.00%, due 02/01/41		186,334
	781,740	FNMA, Pool # AB3745, 4.00%, due 10/01/41		843,808
	1,549,541	FNMA, Pool # AJ5304, 4.00%, due 11/01/41		1,672,570

See accompanying Notes to the Financial Statements. 81

Mercer Core Opportunistic Fixed Income Fund

Schedule of Investments (Continued)

(showing percentage of net assets)

September 30, 2012 (Unaudited)

Par Value**		Description	Value ($)
		Mortgage Backed Securities - U.S. Government Agency Obligations — continued
	2,463,907	FNMA, Pool # AJ7689, 4.00%, due 12/01/41		2,659,534
	39,808	FNMA, Pool # 254802, 4.50%, due 07/01/18		43,082
	431,356	FNMA, Pool # 982875, 4.50%, due 05/01/23		471,946
	317,353	FNMA, Pool # MA0706, 4.50%, due 04/01/31		345,784
	1,025,217	FNMA, Pool # MA0734, 4.50%, due 05/01/31		1,117,063
	313,916	FNMA, Pool # MA0776, 4.50%, due 06/01/31		343,609
	281,648	FNMA, Pool # MA0913, 4.50%, due 11/01/31		308,288
	284,948	FNMA, Pool # MA0939, 4.50%, due 12/01/31		311,900
	88,588	FNMA, Pool # MA0968, 4.50%, due 12/01/31		96,968
	3,398,856	FNMA, Pool # AL0215, 4.50%, due 04/01/41		3,753,270
	587,942	FNMA, Pool # AB3517, 4.50%, due 09/01/41		649,249
	7,200,839	FNMA, Pool # AL2439, 5.00%, due 06/01/26		7,832,680
	172,458	FNMA, Pool # 254793, 5.00%, due 07/01/33		189,557
	202,954	FNMA, Pool # 555743, 5.00%, due 09/01/33		223,078
	613,216	FNMA, Pool # 889117, 5.00%, due 10/01/35		674,017
	667,172	FNMA, Pool # AL0476, 5.00%, due 11/01/40		746,146
	86,603	FNMA, Pool # AI0511, 5.00%, due 04/01/41		96,854
	180,979	FNMA, Pool # AI2433, 5.00%, due 05/01/41		202,402
	91,648	FNMA, Pool # AI2443, 5.00%, due 05/01/41		102,497
	90,542	FNMA, Pool # AI2462, 5.00%, due 05/01/41		101,260
	173,836	FNMA, Pool # AI1863, 5.00%, due 05/01/41		194,413
	766,401	FNMA, Pool # AI1892, 5.00%, due 05/01/41		857,121
	92,251	FNMA, Pool # AI4261, 5.00%, due 06/01/41		103,171
	660,686	FNMA, Pool # AE0011, 5.50%, due 09/01/23		722,684
	3,004,786	FNMA, Pool # 995253, 5.50%, due 12/01/23		3,280,180
	4,090,420	FNMA, Pool # AL0278, 5.50%, due 01/01/25		4,465,314
	25,479	FNMA, Pool # 254548, 5.50%, due 12/01/32		28,280
	2,852,697	FNMA, Pool # 704235, 5.50%, due 05/01/33		3,166,207
	275,199	FNMA, Pool # 555591, 5.50%, due 07/01/33		305,443
	3,376,422	FNMA, Pool # 725221, 5.50%, due 01/01/34		3,747,489
	162,777	FNMA, Pool # 735224, 5.50%, due 02/01/35		180,667
	372,690	FNMA, Pool # 990906, 5.50%, due 10/01/35		411,552
	2,088,562	FNMA, Pool # 849077, 5.50%, due 01/01/36		2,303,735
	62,078	FNMA, Pool # 852523, 5.50%, due 02/01/36		68,163
	236,428	FNMA, Pool # 878059, 5.50%, due 03/01/36		259,604
	72,626	FNMA, Pool # 256219, 5.50%, due 04/01/36		78,712
	216,204	FNMA, Pool # 868658, 5.50%, due 04/01/36		237,397
	244,511	FNMA, Pool # 190375, 5.50%, due 11/01/36		268,479
	183,317	FNMA, Pool # 968968, 5.50%, due 01/01/38		201,917
	506,147	FNMA, Pool # 995072, 5.50%, due 08/01/38		565,094
	1,322,400	FNMA, Pool # 745506, 5.66%, due 02/01/16		1,494,956
	3,887,576	FNMA, Pool # AL0144, 5.83%, due 11/01/37†		4,235,094
	25,579	FNMA, Pool # 840483, 6.00%, due 11/01/21		28,262
	502,905	FNMA, Pool # 256517, 6.00%, due 12/01/26		556,462
	501,171	FNMA, Pool # 256962, 6.00%, due 11/01/27		554,230
	194,686	FNMA, Pool # 985626, 6.00%, due 04/01/33††††		220,378
	4,816,455	FNMA, Pool # 725162, 6.00%, due 02/01/34††††		5,452,055
	20,557	FNMA, Pool # 745000, 6.00%, due 10/01/35		23,005

82 See accompanying Notes to the Financial Statements.

Mercer Core Opportunistic Fixed Income Fund

Schedule of Investments (Continued)

(showing percentage of net assets)

September 30, 2012 (Unaudited)

Par Value**		Description	Value ($)
		Mortgage Backed Securities - U.S. Government Agency Obligations — continued
	430,869	FNMA, Pool # 888560, 6.00%, due 11/01/35††††		487,729
	160,479	FNMA, Pool # 882524, 6.00%, due 05/01/36		177,644
	103,641	FNMA, Pool # 893282, 6.00%, due 08/01/36		114,727
	47,528	FNMA, Pool # 887324, 6.00%, due 08/01/36		52,612
	163,250	FNMA, Pool # 878210, 6.00%, due 09/01/36		180,712
	12,668	FNMA, Pool # 882321, 6.00%, due 09/01/36		14,023
	28,929	FNMA, Pool # 900746, 6.00%, due 09/01/36		32,464
	153,352	FNMA, Pool # 898198, 6.00%, due 11/01/36		169,755
	929,154	FNMA, Pool # 890248, 6.00%, due 08/01/37††††		1,051,365
	43,568	FNMA, Pool # AD0217, 6.00%, due 08/01/37††††		49,300
	625,123	FNMA, Pool # 948690, 6.00%, due 08/01/37		702,733
	210,413	FNMA, Pool # 888736, 6.00%, due 10/01/37		230,322
	379,050	FNMA, Pool # 955166, 6.00%, due 11/01/37		414,916
	4,837,792	FNMA, Pool # 967691, 6.00%, due 01/01/38		5,355,262
	2,204,308	FNMA, Pool # AL0406, 6.00%, due 06/01/38		2,412,881
	735,021	FNMA, Pool # AL0852, 6.00%, due 06/01/38		804,569
	1,516,337	FNMA, Pool # AL0901, 6.00%, due 07/01/38		1,659,814
	568,448	FNMA, Pool # AE0028, 6.00%, due 10/01/39		629,252
	2,808,027	FNMA, Pool # AE0469, 6.00%, due 12/01/39		3,108,386
	505,242	FNMA, Pool # AE0616, 6.00%, due 03/01/40		559,284
	14,778	FNMA, Pool # 869972, 6.50%, due 04/01/36		16,808
	2,568,672	FNMA, Pool # 256421, 6.50%, due 09/01/36		2,874,332
	113,025	FNMA, Pool # 955797, 6.50%, due 10/01/37		127,481
	1,758,922	FNMA, Pool # AL0778, 6.50%, due 01/01/49		1,957,782
	3,732,956	FNMA, Pool # 888369, 7.00%, due 03/01/37		4,318,971
	68,699	FNMA, Pool # 924874, 7.00%, due 10/01/37		82,058
	17,339	FNMA, Pool # 949563, 7.00%, due 11/01/37		20,711
	17,102	FNMA, Pool # 955183, 7.00%, due 11/01/37		20,428
	32,983	FNMA, Pool # 928938, 7.00%, due 12/01/37		39,397
	16,209	FNMA, Pool # 974156, 7.00%, due 02/01/38		19,381
	25,037	FNMA, Pool # 968252, 7.00%, due 02/01/38		29,936
	67,242	FNMA, Pool # 985867, 7.00%, due 08/01/38		80,401
	12,804	FNMA, Pool # 987891, 7.00%, due 09/01/38		15,310
	38,490	FNMA, Pool # 991549, 7.00%, due 11/01/38		46,023
	25,799	FNMA, Pool # 934202, 7.00%, due 11/01/38		30,848
	265,015	FNMA, Pool # 934648, 7.00%, due 11/01/38		316,879
	28,530	FNMA, Pool # 992249, 7.00%, due 11/01/38		34,114
	1,562,088	FNMA, Pool # AE0758, 7.00%, due 02/01/39		1,865,852
	1,071,000	FNMA, Series 2011-59, Class NZ, 5.50%, due 07/25/41		1,308,428
	1,600,000	FNMA, Series 2012-25, Class B, 6.50%, due 03/25/42		1,900,856
	300,000	FNMA, Series 2012-28, Class B, 6.50%, due 06/25/39		337,820
	1,700,000	FNMA, Series 2012-35, Class MB, 5.50%, due 04/25/42		1,928,532
	900,000	FNMA, Series 2012-46, Class BA, 6.00%, due 05/25/42		1,019,898
	880,000	FNMA, Series 2012-76, Class AC, 6.50%, due 07/25/42		1,029,536
	112,827	FNMA Grantor Trust, Series 2004-T1, Class 1A2, 6.50%, due 01/25/44		133,672
	25,400,000	FNMA TBA, 2.50%, due 05/01/27		26,701,750
	1,000,000	FNMA TBA, 2.50%, due 04/01/41		1,031,484
	2,700,000	FNMA TBA, 2.50%, due 04/01/41		2,769,820

See accompanying Notes to the Financial Statements. 83

Mercer Core Opportunistic Fixed Income Fund

Schedule of Investments (Continued)

(showing percentage of net assets)

September 30, 2012 (Unaudited)

Par Value**		Description	Value ($)
		Mortgage Backed Securities - U.S. Government Agency Obligations — continued
	10,700,000	FNMA TBA, 3.00%, due 10/01/26		11,345,344
	2,000,000	FNMA TBA, 3.00%, due 06/01/42		2,106,562
	7,600,000	FNMA TBA, 3.00%, due 06/01/42		8,025,125
	1,500,000	FNMA TBA, 3.50%, due 10/01/41		1,609,219
	12,000,000	FNMA TBA, 3.50%, due 12/01/41		12,841,875
	13,000,000	FNMA TBA, 4.00%, due 04/01/24		13,900,835
	1,800,000	FNMA TBA, 4.00%, due 10/01/41		1,939,781
	5,000,000	FNMA TBA, 5.00%, due 10/01/41		5,453,905
	400,000	FNMA TBA, 6.00%, due 10/01/41		441,688
	24,462	FNMA Whole Loan, Series 2003-W1, Class 1A1, 6.22%, due 12/25/42†		28,342
	156,243	FNMA Whole Loan, Series 2004-W9, Class 2A1, 6.50%, due 02/25/44		179,893
	884,863	FNMA, (IO), Series 2011-63, Class SW, 6.46%, due 07/25/41†		143,717
	515,870	GNMA, Pool # 004617, 4.50%, due 01/20/40		571,280
	464,333	GNMA, Pool # 734712, 4.50%, due 03/15/40		513,492
	692,499	GNMA, Pool # 004696, 4.50%, due 05/20/40		769,090
	679,449	GNMA, Pool # 004746, 4.50%, due 07/20/40		754,596
	160,010	GNMA, Pool # 004854, 4.50%, due 11/20/40		177,732
	326,037	GNMA, Pool # 004883, 4.50%, due 12/20/40		362,146
	79,381	GNMA, Pool # 004923, 4.50%, due 01/20/41		88,130
	4,857,912	GNMA, Pool # 004978, 4.50%, due 03/20/41		5,379,278
	267,022	GNMA, Pool # 641779, 5.00%, due 09/15/35		295,738
	902,115	GNMA, Pool # 004559, 5.00%, due 10/20/39		1,001,932
	157,268	GNMA, Pool # 733600, 5.00%, due 04/15/40		174,447
	477,465	GNMA, Pool # 733627, 5.00%, due 05/15/40		529,618
	69,350	GNMA, Pool # 783050, 5.00%, due 07/20/40		77,534
	69,211	GNMA, Pool # 004747, 5.00%, due 07/20/40		77,150
	1,127,553	GNMA, Pool # 004772, 5.00%, due 08/20/40		1,256,886
	273,052	GNMA, Pool # 004802, 5.00%, due 09/20/40		304,371
	382,436	GNMA, Pool # 510835, 5.50%, due 02/15/35		427,015
	13,234	GNMA, Pool # 002657, 6.00%, due 10/20/28		15,044
	15,293	GNMA, Pool # 003489, 6.00%, due 12/20/33		17,446
	89,093	GNMA, Pool # 003879, 6.00%, due 07/20/36		100,970
	11,891	GNMA, Pool # 003920, 6.00%, due 11/20/36		13,476
	685,750	GNMA, Pool # 004145, 6.00%, due 05/20/38		775,449
	300,105	GNMA, Pool # 004195, 6.00%, due 07/20/38		339,360
	11,503	GNMA, Pool # 004245, 6.00%, due 09/20/38		13,007
	132,291	GNMA, Pool # 004580, 6.00%, due 11/20/39		150,058
	177,239	GNMA, Pool # 004602, 6.00%, due 12/20/39		200,423
	104,057	GNMA, Pool # 004620, 6.00%, due 01/20/40		117,668
	200,990	GNMA, Pool # 004639, 6.00%, due 02/20/40		227,280
	333,010	GNMA, Pool # 004774, 6.00%, due 08/20/40		377,402
	71,129	GNMA, Pool # 004804, 6.00%, due 09/20/40		80,833
	684,963	GNMA, Pool # 004837, 6.00%, due 10/20/40		778,411
	414,158	GNMA, Pool # 004871, 6.00%, due 11/20/40		470,661
	441,201	GNMA, Pool # 004928, 6.00%, due 01/20/41		501,393
	365,926	GNMA, Pool # 004991, 6.00%, due 03/20/41		415,848
	1,008,064	GNMA, Pool # 005063, 6.00%, due 05/20/41		1,142,442
	386,155	GNMA, Pool # 004040, 6.50%, due 10/20/37		445,242

84 See accompanying Notes to the Financial Statements.

Mercer Core Opportunistic Fixed Income Fund

Schedule of Investments (Continued)

(showing percentage of net assets)

September 30, 2012 (Unaudited)

Par Value**			Description	Value ($)
			Mortgage Backed Securities - U.S. Government Agency Obligations — continued
	33,300,000		GNMA TBA, 3.00%, due 06/01/42		35,667,420
	2,700,000		GNMA TBA, 3.00%, due 07/01/42		2,892,797
	4,900,000		GNMA TBA, 3.50%, due 10/01/41		5,370,859
	4,100,000		GNMA TBA, 3.50%, due 03/01/42		4,485,656
	1,000,000		GNMA TBA, 4.00%, due 10/01/41		1,102,812
	1,200,000		GNMA TBA, 5.50%, due 10/01/41		1,337,766
	354,428		GNMA, (IO), Series 2010-31, Class GS, 6.28%, due 03/20/39†		56,843
	127,451		GNMA, (IO), Series 2011-32, Class S, 5.78%, due 03/16/41†		17,049
	760,692		GNMA, (IO), Series 2011-70, Class BS, 6.48%, due 12/16/36†		103,977
					343,154,931
			Municipal Obligations — 4.3%
	2,250,000		American Municipal Power-Ohio, Inc., 8.08%, due 02/15/50		3,285,765
	2,700,000		California East Bay Municipal Utility District, 5.87%, due 06/01/40		3,599,262
	600,000		Chicago Transit Authority, Series A, 6.90%, due 12/01/40		728,790
	600,000		Chicago Transit Authority, Series B, 6.90%, due 12/01/40		728,790
	1,000,000		Florida Educational Loan Marketing Corp., 0.07%, due 12/01/18†		899,606
	400,000		Florida Educational Loan Marketing Corp., 0.56%, due 12/01/36†		338,716
	3,600,000		Irvine Ranch Water District Joint Powers Agency, 2.39%, due 03/15/14		3,611,592
	155,000		Los Angeles Unified School District, 5.75%, due 07/01/34		182,805
	1,235,000		Los Angeles Unified School District, 6.76%, due 07/01/34		1,625,297
	1,250,000		New Jersey State Turnpike Authority, 7.10%, due 01/01/41		1,785,738
	1,800,000		New York City Transitional Finance Authority, 4.73%, due 11/01/23		2,145,042
	1,300,000		New York City Transitional Finance Authority, 4.91%, due 11/01/24		1,575,782
	1,300,000		New York City Transitional Finance Authority, 5.08%, due 11/01/25		1,594,736
	3,000,000		New York State Urban Development Corp., 5.00%, due 03/15/23		3,688,620
	500,000		Northstar Education Finance, Inc., 1.70%, due 01/29/46†		417,838
	3,100,000		Ohio Tobacco Settlement Financing Authority, 6.50%, due 06/01/47		2,742,539
	1,100,000		Port Authority of New York and New Jersey, 4.46%, due 10/01/62		1,108,162
	4,650,000		State of California General Obligation, 7.30%, due 10/01/39		6,081,316
	1,360,000		State of California General Obligation, 7.50%, due 04/01/34		1,793,922
	1,950,000		State of California General Obligation, 7.55%, due 04/01/39		2,647,144
	925,000		State of Illinois General Obligation, 4.96%, due 03/01/16		1,011,340
	1,600,000		State of Illinois General Obligation, 5.37%, due 03/01/17		1,781,792
	1,650,000		State of Illinois General Obligation, 5.67%, due 03/01/18		1,861,051
	1,000,000		State of Kentucky Property & Building Commission, 4.30%, due 11/01/19		1,153,410
	1,200,000		State of Kentucky Property & Building Commission, 4.40%, due 11/01/20		1,385,052
	2,400,000		State of Kentucky Property & Building Commission, 5.37%, due 11/01/25		2,826,120
					50,600,227
			Sovereign Debt Obligations — 1.8%
	8,700,000	EUR	Bundesschatzanweisungen, 0.75%, due 09/13/13		11,270,872
	2,500,000		Korea Housing Finance Corp., Reg S, 4.13%, due 12/15/15‡‡‡		2,705,353
	22,490,000	MXN	Mexican Bonos, 6.50%, due 06/09/22		1,911,032
	19,860,000	MXN	Mexican Bonos, 8.00%, due 06/11/20		1,826,658
	140,000		Mexico Government International Bond, 4.75%, due 03/08/44		156,100
	2,600,000		Province of Ontario Canada, 2.70%, due 06/16/15		2,752,448
					20,622,463

See accompanying Notes to the Financial Statements. 85

Mercer Core Opportunistic Fixed Income Fund

Schedule of Investments (Continued)

(showing percentage of net assets)

September 30, 2012 (Unaudited)

Par Value**		Description	Value ($)
		U.S. Government and Agency Obligations — 21.0%
	349,586	FHLMC, 2.24%, due 02/01/37†		369,410
	350,000	Financing Corp. FICO STRIPS, (IO), Series 1, 0.00%, due 05/11/18‡‡		325,921
	90,000	Financing Corp. FICO STRIPS, (PO), Series 11, 0.00%, due 02/08/18‡‡		84,341
	280,000	Financing Corp. FICO STRIPS, (PO), Series B, 0.00%, due 04/06/18‡‡		261,372
	270,000	Financing Corp. FICO STRIPS, (PO), Series 7, 0.00%, due 08/03/18‡‡		249,989
	150,000	Financing Corp. FICO STRIPS, (PO), Series 7, 0.00%, due 08/03/18‡‡		138,883
	140,000	Financing Corp. FICO STRIPS, (PO), Series 8, 0.00%, due 08/03/18‡‡		129,624
	330,000	Financing Corp. FICO STRIPS, (PO), Series D, 0.00%, due 08/03/18‡‡		305,542
	330,000	Financing Corp. FICO STRIPS, (PO), Series E, 0.00%, due 11/02/18‡‡		303,631
	150,000	Financing Corp. FICO STRIPS, (PO), Series 15, 0.00%, due 03/07/19‡‡		136,763
	50,000	Financing Corp. FICO STRIPS, (PO), Series 19, 0.00%, due 06/06/19‡‡		45,266
	20,000	Financing Corp. FICO STRIPS, (PO), Series D, 0.00%, due 09/26/19‡‡		17,936
	830,000	FNMA, 0.00%, due 10/09/19‡‡		731,403
	275,374	FNMA, Series 2004-38, Class FK, 0.57%, due 05/25/34†		276,588
	292,143	FNMA, 1.70%, due 08/01/37†		315,661
	121,347	FNMA, 2.90%, due 09/01/35†		128,470
	1,235,000	FNMA, 6.63%, due 11/15/30		1,900,875
	1,140,027	GNMA, 0.62%, due 12/20/60†		1,138,110
	1,989,983	GNMA, 0.69%, due 02/20/61†		1,993,990
	1,935,652	GNMA, 0.74%, due 01/20/61†		1,944,182
	477,110	GNMA, 0.74%, due 03/20/61†		479,299
	1,378,299	GNMA, (IO), 6.33%, due 11/20/38†		198,545
	906,415	GNMA, (IO), 6.43%, due 01/20/40†		155,003
	4,000,000	Overseas Private Investment Corp., 0.00%, due 11/18/13‡‡		4,049,528
	190,000	Tennessee Valley Authority, 5.25%, due 09/15/39		252,884
	5,900,000	U.S. Treasury Bond, 2.75%, due 08/15/42		5,803,205
	1,830,000	U.S. Treasury Bond, 3.00%, due 05/15/42		1,897,767
	4,470,000	U.S. Treasury Bond, 3.13%, due 11/15/41		4,762,646
	490,000	U.S. Treasury Bond, 3.13%, due 02/15/42		521,314
	3,200,000	U.S. Treasury Bond, 3.88%, due 08/15/40		3,910,000
	200,000	U.S. Treasury Bond, 4.25%, due 11/15/40		259,719
	200,000	U.S. Treasury Bond, 4.38%, due 02/15/38		263,313
	900,000	U.S. Treasury Bond, 4.38%, due 05/15/41		1,192,640
	4,000,000	U.S. Treasury Bond, 4.50%, due 02/15/36		5,336,876
	1,800,000	U.S. Treasury Bond, 5.25%, due 02/15/29		2,524,781
	400,000	U.S. Treasury Bond, 6.25%, due 08/15/23		580,500
	800,000	U.S. Treasury Bond, 7.50%, due 11/15/24		1,290,125
	5,972,511	U.S. Treasury Inflation Indexed Bond, 0.13%, due 01/15/22		6,524,968
	8,379,040	U.S. Treasury Inflation Indexed Bond, 1.13%, due 01/15/21(a)		9,929,816
	525,290	U.S. Treasury Inflation Indexed Bond, 1.25%, due 07/15/20		628,666
	1,552,983	U.S. Treasury Inflation Indexed Bond, 1.75%, due 01/15/28		2,014,632
	106,004	U.S. Treasury Inflation Indexed Bond, 2.13%, due 02/15/40		155,081
	2,197,104	U.S. Treasury Inflation Indexed Bond, 2.13%, due 02/15/41		3,235,750
	3,500,000	U.S. Treasury Note, 0.25%, due 10/31/13		3,502,460
	3,100,000	U.S. Treasury Note, 0.25%, due 11/30/13		3,102,058
	8,750,000	U.S. Treasury Note, 0.25%, due 01/31/14		8,755,469
	7,000,000	U.S. Treasury Note, 0.25%, due 08/31/14		7,002,464
	7,000,000	U.S. Treasury Note, 0.25%, due 09/15/15		6,989,066
	2,075,000	U.S. Treasury Note, 0.38%, due 06/30/13		2,078,405

86 See accompanying Notes to the Financial Statements.

Mercer Core Opportunistic Fixed Income Fund

Schedule of Investments (Continued)

(showing percentage of net assets)

September 30, 2012 (Unaudited)

Par Value**		Description	Value ($)
		U.S. Government and Agency Obligations — continued
	7,500,000	U.S. Treasury Note, 0.38%, due 07/31/13		7,513,477
	5,300,000	U.S. Treasury Note, 0.50%, due 10/15/13		5,317,389
	11,100,000	U.S. Treasury Note, 0.63%, due 08/31/17		11,108,669
	5,050,000	U.S. Treasury Note, 0.75%, due 06/30/17		5,089,062
	4,320,000	U.S. Treasury Note, 1.00%, due 09/30/16		4,412,474
	28,570,000	U.S. Treasury Note, 1.00%, due 08/31/19		28,503,032
	1,610,000	U.S. Treasury Note, 1.13%, due 09/30/19		1,604,214
	14,770,000	U.S. Treasury Note, 1.25%, due 04/30/19		15,049,242
	2,000,000	U.S. Treasury Note, 1.38%, due 11/30/18		2,061,720
	9,000,000	U.S. Treasury Note, 1.50%, due 07/31/16		9,363,519
	9,880,000	U.S. Treasury Note, 1.63%, due 08/15/22‡		9,870,742
	6,720,000	U.S. Treasury Note, 1.75%, due 05/15/22		6,815,552
	100,000	U.S. Treasury Note, 1.88%, due 08/31/17		106,164
	12,200,000	U.S. Treasury Note, 2.00%, due 11/15/21(a)		12,738,520
	7,000,000	U.S. Treasury Note, 2.00%, due 02/15/22		7,281,645
	12,000,000	U.S. Treasury Note, 2.63%, due 11/15/20		13,250,628
	6,400,000	U.S. Treasury Note, 2.75%, due 02/15/19		7,131,501
	800,000	U.S. Treasury Note, 3.13%, due 05/15/21		914,625
				246,327,112
		TOTAL DEBT OBLIGATIONS (COST $1,025,433,017)		1,076,775,525
Shares		Description	Value ($)
		COMMON STOCKS — 0.0%
		Auto Manufacturers — 0.0%
	8,312	General Motors Co.*		189,098
	2,087	Motors Liquidation Co. GUC Trust*		35,062
				224,160
		Building Materials — 0.0%
	10,371	US Concrete, Inc.* ¤ ‡		67,204
		Diversified Financial Services — 0.0%
	1,754	CIT Group, Inc.*		69,090
		TOTAL COMMON STOCKS (COST $478,595)		360,454
		PREFERRED STOCKS — 0.3%
		Banks — 0.1%
	600	Wells Fargo & Co., 7.50% Class A		742,800
		Diversified Financial Services — 0.2%
	74,625	Citigroup Capital XIII, 7.88%†		2,078,306
	14,902	GMAC Capital Trust I, 8.125 %†		374,189
				2,452,495
		TOTAL PREFERRED STOCKS (COST $2,718,226)		3,195,295

See accompanying Notes to the Financial Statements. 87

Mercer Core Opportunistic Fixed Income Fund

Schedule of Investments (Continued)

(showing percentage of net assets)

September 30, 2012 (Unaudited)

Shares		Description	Value ($)
		WARRANTS — 0.0%
		Auto Manufacturers — 0.0%
	7,557	General Motors Co., Strike Price $10.00, Expires 7/10/16*		104,135
	7,557	General Motors Co., Strike Price $18.33, Expires 7/10/19*		62,421
				166,556
		Media — 0.0%
	307	Charter Communications, Inc., Strike Price $46.68, Expires 11/30/14*		9,179
		Oil & Gas Services — 0.0%
	190	SemGroup Corp., Strike Price $25.00, Expires 11/30/14* ¤		2,552
		TOTAL WARRANTS (COST $307,300)		178,287
Notional		Description	Value ($)
		OPTIONS PURCHASED — 0.0%
		Put Options — 0.0%
	2,300,000	OTC 30-Year Interest Rate Swaption with Royal Bank of Scotland Plc, Strike Price $3.45, Expires 09/21/15		169,305
	105,000	Euro Dollar Mid-Curve 2-Year Futures Option with Barclays Capital, Inc., Strike Price $99.00, Expires 12/14/12		525
	60,000	Euro Dollar Mid-Curve 2-Year Futures Option with Barclays Capital, Inc., Strike Price $99.13, Expires 12/14/12		600
	255,000	Euro Dollar Mid-Curve 2-Year Futures Option with Barclays Capital, Inc., Strike Price $98.75, Expires 12/14/12		637
	107,500	Euro Dollar Mid-Curve 3-Year Futures Option with Barclays Capital, Inc., Strike Price $97.25, Expires 12/14/12		269
	107,500	Euro Dollar Mid-Curve 3-Year Futures Option with Barclays Capital, Inc., Strike Price $98.25, Expires 12/14/12		537
	5,000,000	OTC 1-Year Interest Rate Swaption with Goldman Sachs Capital Markets, Strike Price $2.00, Expires 11/19/12		1
		TOTAL OPTIONS PURCHASED (COST $306,117)		171,874
Par Value **		Description	Value ($)
		SHORT-TERM INVESTMENTS — 23.1%
		Bank Deposit — 6.7%
	78,246,565	State Street Bank & Trust Euro Time Deposit, 0.01%, due 10/01/12		78,246,565
		Certificates of Deposit — 0.6%
	3,600,000	Banco do Brasil SA, 2.00%, due 06/28/13		3,587,425
	3,700,000	Ford Motor Credit Co., 1.40%, due 01/18/13		3,687,457
	200,000	Ford Motor Credit Co., 1.24%, due 01/23/13		199,287
				7,474,169

88 See accompanying Notes to the Financial Statements.

Mercer Core Opportunistic Fixed Income Fund

Schedule of Investments (Continued)

(showing percentage of net assets)

September 30, 2012 (Unaudited)

Par Value **		Description	Value ($)
		Repurchase Agreements — 6.4%
	18,500,000	Bank of America N.A. (Dated 09/28/2012. Collateralized by a U.S. Treasury Note, with a rate of 0.625% with a maturity of 08/31/2017, valued at $18,880,348. Repurchase proceeds are $18,500,437), 0.17%, due 10/03/12		18,500,000
	24,100,000	Bank of America N.A. (Dated 09/28/2012. Collateralized by a U.S. Treasury Note, with a rate of 0.875% with a maturity of 02/28/2017, valued at $24,556,095. Repurchase proceeds are $24,100,442), 0.22%, due 10/01/12		24,100,000
	17,700,000	Barclays Capital, Inc. (Dated 09/28/2012. Collateralized by a Federal National Mortgage Association Security, with a rate of 3.500% with a maturity of 05/01/2042, valued at $18,576,832. Repurchase proceeds are $17,705,881), 0.23%, due 11/19/12		17,700,000
	8,800,000	Citigroup Global Markets, Inc. (Dated 09/28/2012. Collateralized by a Federal National Mortgage Association Security, with a rate of 3.500% with a maturity of 01/01/2026, valued at $9,093,234. Repurchase proceeds are $8,801,369), 0.20%, due 10/26/12		8,800,000
	5,500,000	Morgan Stanley & Co. LLC (Dated 09/28/2012. Collateralized by a Federal Farm Credit Bank Security, with a rate of 0.280% with a maturity of 07/30/2014 valued at $5,622,083. Repurchase proceeds are $5,500,133), 0.29%, due 10/01/12		5,500,000
		TOTAL REPURCHASE AGREEMENTS (COST $74,600,000)		74,600,000
		Securities Lending Collateral — 1.3%
	15,281,785	State Street Navigator Securities Lending Prime Portfolio***		15,281,785
		U.S. Government and Agency Obligations — 8.1%
	100,000	FHLB Discount Note, 0.15%, due 02/20/13		99,976
	8,200,000	FHLB Discount Note, 0.16%, due 02/20/13		8,198,057
	7,300,000	FHLMC Discount Note, 0.00%, due 12/17/12‡‡		7,299,533
	7,400,000	FHLMC Discount Note, 0.00%, due 12/21/12‡‡		7,399,497
	1,000,000	FHLMC Discount Note, 0.13%, due 02/12/13		999,777
	500,000	FHLMC Discount Note, 0.14%, due 03/05/13		499,807
	800,000	FHLMC Discount Note, 0.15%, due 02/26/13		799,802
	300,000	FHLMC Discount Note, 0.16%, due 02/25/13		299,927
	6,600,000	FHLMC Discount Note, 0.16%, due 01/03/13		6,599,314
	1,600,000	FHLMC Discount Note, 0.16%, due 02/27/13		1,599,603
	800,000	FHLMC Discount Note, 0.17%, due 02/11/13		799,822
	600,000	FHLMC Discount Note, 0.18%, due 02/25/13		599,853
	3,400,000	FHLMC Discount Note, 0.18%, due 03/01/13		3,398,718
	250,000	FNMA Discount Note, 0.00%, due 10/10/12‡‡		249,991
	500,000	FNMA Discount Note, 0.18%, due 02/20/13		499,881
	500,000	FNMA Discount Note, 0.18%, due 08/01/13		499,410
	1,100,000	United States Treasury Bill, 0.00%, due 01/24/13‡‡		1,099,736
	19,100,000	United States Treasury Bill, 0.00%, due 02/21/13(b) ‡‡		19,091,653
	6,400,000	United States Treasury Bill, 0.00%, due 02/28/13‡‡		6,396,736
	6,200,000	United States Treasury Bill, 0.00%, due 03/07/13‡‡		6,196,553
	2,300,000	United States Treasury Bill, 0.00%, due 03/14/13‡‡		2,298,638
	6,000,000	United States Treasury Bill, 0.14%, due 03/28/13		5,996,148

See accompanying Notes to the Financial Statements. 89

Mercer Core Opportunistic Fixed Income Fund

Schedule of Investments (Continued)

(showing percentage of net assets)

September 30, 2012 (Unaudited)

Par Value **			Description	Value ($)
			U.S. Government and Agency Obligations — continued
	1,876,000		United States Treasury Bill, 0.18%, due 07/25/13(b)		1,873,642
	11,500,000		United States Treasury Bill, 0.19%, due 08/22/13		11,484,187
			TOTAL U.S. GOVERNMENT AND AGENCY OBLIGATIONS (COST $94,263,151)		94,280,261
			TOTAL SHORT-TERM INVESTMENTS (COST $269,822,883)		269,882,780
			TOTAL INVESTMENTS BEFORE TBA COMMITMENTS — 115.2% (COST $1,299,066,138)		1,350,564,215
			TBA Sale Commitments — (3.9)%
	(2,000,000	)	FHLMC TBA, 4.00%, due 10/01/41		(2,150,313	)
	(6,000,000	)	FHLMC TBA, 4.50%, due 10/01/41		(6,454,688	)
	(4,000,000	)	FNMA TBA, 3.50%, due 10/01/26		(4,257,500	)
	(13,000,000	)	FNMA TBA, 4.00%, due 04/01/24		(13,900,835	)
	(13,000,000	)	FNMA TBA, 4.00%, due 10/01/26		(13,905,937	)
	(5,000,000	)	FNMA TBA, 5.00%, due 10/01/41		(5,453,905	)
					(46,123,178	)
			TOTAL TBA SALE COMMITMENTS (PROCEEDS $46,050,625)		(46,123,178	)
			TOTAL INVESTMENTS NET OF TBA SALE COMMITMENTS — 111.3% (COST $1,253,015,513)		1,304,441,037
			Other Assets and Liabilities (net) — (11.3)%		(132,702,118	)
			NET ASSETS — 100.0%	$	1,171,738,919

90 See accompanying Notes to the Financial Statements.

Mercer Core Opportunistic Fixed Income Fund

Schedule of Investments (Continued)

(showing percentage of net assets)

September 30, 2012 (Unaudited)

	Notes to Schedule of Investments:
	FICO — Financing Corporation
	FHLB — Federal Home Loan Bank
	FHLMC — Federal Home Loan Mortgage Corporation
	FNMA — Federal National Mortgage Association
	GNMA — Government National Mortgage Association
	IO — Interest Only
	MTN — Medium Term Note
	PIK — Payment In Kind
	PO — Principal Only
	REIT — Real Estate Investment Trust
	REMIC — Real Estate Mortgage Investment Conduit
	TBA — To Be Announced
*	Non-income producing security
‡	All or a portion of this security is out on loan.
(a)	All or a portion of this security is held for open futures and written options collateral.
(b)	All or a portion of this security is held for open swaps collateral.
¤	Illiquid security. The total market value of the securities at period end is $21,050,544 which represents 1.8% of net assets. The aggregate tax cost of these securities held at September 30, 2012 was $20,715,906.
**	Unless otherwise indicated, all par values are denominated in United States dollars ($).
***	Represents an investment of securities lending cash collateral.
****	Securities fair valued by the Valuation Committee as approved by the Board of Trustees. The total market value of the securities at period end is $2 which represents 0.0% of net assets. The aggregate tax cost of these securities held at September 30, 2012 was $220,191.
†	Floating rate note. Rate shown is as of September 30, 2012.
††	Debt obligation initially issued in zero coupon form which converts to coupon form at a specific rate and date. The rate shown is the rate at period end.
†††	Security is currently in default.
††††	When-issued security
‡‡	Zero coupon bond
‡‡‡	Security exempt from registration under Regulation S of the Securities Act of 1933, which exempts from registration securities offered and sold outside the United States. Security may not be offered or sold in the United States except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act of 1933.
144A	Securities exempt from registration under Rule 144A of the Securities Act of 1933. These securities may be resold in transactions exempt from registration, normally to qualified institutional buyers. The total market value of the securities at period end is $65,884,747 which represents 5.6% of net assets.

See accompanying Notes to the Financial Statements. 91

Mercer Core Opportunistic Fixed Income Fund

Schedule of Investments (Continued)

(showing percentage of net assets)

September 30, 2012 (Unaudited)

A summary of outstanding financial instruments at September 30, 2012 is as follows:

Forward Foreign Currency Contracts

Settlement Date		Deliver/Receive	Counterparty	Units of Currency		Value		Net Unrealized Appreciation (Depreciation)
	Buys
	11/01/12	AUD	Citibank N.A.		200,000	$	207,447	$	(1,123	)
	11/01/12	AUD	JPMorgan Chase Bank		178,000		184,628		(1,480	)
	11/01/12	AUD	Morgan Stanley Capital Services LLC		6,700,000		6,949,483		(20,192	)
	10/15/12	CNY	HSBC Bank USA		36,685,162		5,834,523		49,132
	2/01/13	CNY	JPMorgan Chase Bank		5,986,164		943,469		3,947
	8/05/13	CNY	UBS AG		8,424,725		1,312,104		(21,978	)
	2/01/13	CNY	UBS AG		46,266,100		7,291,920		(47,827	)
	10/15/12	EUR	JPMorgan Chase Bank		2,573,000		3,310,584		140,391
	10/11/13	EUR	JPMorgan Chase Bank		216,000		279,043		(2,081	)
	10/15/12	EUR	Royal Bank of Canada		654,000		841,478		37,319
	10/03/12	INR	HSBC Bank USA		952,760		18,064		924
	10/22/12	SGD	Royal Bank of Scotland Plc		12,782		10,419		263
	11/30/12	TWD	JPMorgan Chase Bank		121,918,080		4,159,765		31,427
								$	168,722
	Sales
	11/01/12	AUD	Westpac Banking Corporation		11,093,000	$	11,506,062	$	47,298
	2/01/13	CNY	HSBC Bank USA		36,915,418		5,818,175		(14,068	)
	2/01/13	CNY	JPMorgan Chase Bank		13,464,784		2,122,161		(15,161	)
	10/15/12	CNY	UBS AG		36,685,162		5,834,523		(61,877	)
	2/01/13	CNY	UBS AG		9,875,848		1,556,515		(10,515	)
	9/13/13	EUR	HSBC Bank USA		8,600,000		11,106,632		(311,482	)
	9/13/13	EUR	JPMorgan Chase Bank		100,000		129,147		(5,922	)
	10/15/12	EUR	JPMorgan Chase Bank		2,000		2,573		(133	)
	10/11/13	EUR	JPMorgan Chase Bank		216,000		279,043		(12,596	)
	10/15/12	EUR	UBS AG		7,112,000		9,150,748		(388,153	)
	10/25/12	GBP	JPMorgan Chase Bank		210,000		339,084		(1,688	)
	12/12/12	GBP	Royal Bank of Scotland Plc		1,395,000		2,252,185		(21,845	)
	10/03/12	INR	HSBC Bank USA		952,760		18,064		(1,659	)
	12/06/12	KRW	Citibank N.A.		27,550,400		24,710		(416	)
	11/30/12	TWD	Citibank N.A.		37,309,600		1,272,979		(20,979	)
	11/30/12	TWD	UBS AG		84,451,920		2,881,444		(47,444	)
								$	(866,640	)

92 See accompanying Notes to the Financial Statements.

Mercer Core Opportunistic Fixed Income Fund

Schedule of Investments (Continued)

(showing percentage of net assets)

September 30, 2012 (Unaudited)

Currency Abbreviations

AUD — Australian Dollar

CNY — Chinese Yuan

EUR — Euro

GBP — British Pound Sterling

INR — Indian Rupee

KRW — South Korean Won

MXN — Mexican Peso

SGD — Singapore Dollar

TWD — Taiwan Dollar

Futures Contracts

Number of Contracts		Type	Expiration Date	Contract Value		Net Unrealized Appreciation (Depreciation)
	Buys
	31	Euro-Bund	December 2012	$	5,653,999	$	48,551
	82	Eurodollar 90 Day	June 2013		20,430,300		3,834
	21	U.S. Treasury Bond 30 Yr.	December 2012		3,136,875		(15,053	)
	93	U.S. Ultra Long	December 2012		15,365,344		(121,802	)
						$	(84,470	)
	Sales
	11	Euro-OAT	December 2012	$	1,895,593	$	(4,965	)
	82	Eurodollar 90 Day	June 2014		20,410,825		(13,067	)
	438	U.S. Treasury Note 10 Yr.	December 2012		58,466,156		(313,041	)
	7	U.S. Treasury Note 2 Yr.	December 2012		1,543,719		(382	)
	325	U.S. Treasury Note 5 Yr.	December 2012		40,505,664		(230,194	)
						$	(561,649	)

See accompanying Notes to the Financial Statements. 93

Mercer Core Opportunistic Fixed Income Fund

Schedule of Investments (Continued)

(showing percentage of net assets)

September 30, 2012 (Unaudited)

Written Options

Type of Contract	Counterparty	Number of Contracts		Premiums Received			Value at September 30, 2012
CALL — OTC 5-Year Interest Rate Swaption Strike @ $ 1.40 Expires 03/18/2013	Bank of America Securities LLC		1,200,000		$	8,280		$	(29,879	)
CALL — U.S. Treasury Bond 30-Year Futures Strike @ $ 151.00 Expires 10/26/2012	Barclays Capital, Inc.		36			19,008			(32,625	)
PUT — Euro Dollar Mid-Curve 2-Year Futures Strike @ $ 98.63 Expires 12/14/2012	Barclays Capital, Inc.		24			522			(150	)
PUT — Euro Dollar Mid-Curve 2-Year Futures Strike @ $ 98.25 Expires 12/14/2012	Barclays Capital, Inc.		144			43,357			(900	)
PUT — Euro Dollar Mid-Curve 3-Year Futures Strike @ $ 97.75 Expires 12/14/2012	Barclays Capital, Inc.		86			36,270			(537	)
PUT — OTC 1-Year Interest Rate Swaption Strike @ $ 1.00 Expires 11/19/2012	Goldman Sachs Capital Markets		5,000,000			28,526			(15	)
PUT — OTC 5-Year Interest Rate Swaption Strike @ $ 1.40 Expires 03/18/2013	Bank of America Securities LLC		1,200,000			28,561			(1,619	)
PUT — OTC 5-Year Interest Rate Swaption Strike @ $ 2.50 Expires 09/21/2015	Royal Bank of Scotland Plc		9,700,000			184,300			(165,353	)
PUT — U.S. Treasury Bond 30-Year Futures Strike @ $ 141.00 Expires 10/26/2012	Barclays Capital, Inc.		36			20,695			(2,813	)
TOTAL					$	369,519		$	(233,891	)

94 See accompanying Notes to the Financial Statements.

Mercer Core Opportunistic Fixed Income Fund

Schedule of Investments (Continued)

(showing percentage of net assets)

September 30, 2012 (Unaudited)

Interest Rate Swaps

Description	Notional Amount			Unrealized Appreciation (Depreciation)				Value
Agreement with Bank of America N.A. dated 07/06/12 receiving a fixed rate of 8.44%paying the notional amount multiplied by the BRL-CDI rate. Expiring 01/02/15.		$	35,200,000		$	73,301			$	73,301
Agreement with Goldman Sachs dated 06/05/12 receiving a fixed rate of 4.00% paying the notional amount multiplied by the 6-Month AUD-BBR-BBSW rate. Expiring 03/15/23.			200,000			4,164				4,164
Agreement with HSBC Bank USA dated 02/24/12 receiving a fixed rate of 10.135%paying the notional amount multiplied by the BRL-CDI rate. Expiring 01/02/2015.			9,800,000			225,002				242,121
Agreement with JPMorgan Chase Bank dated 07/18/12 receiving a fixed rate of 1.00%paying the notional amount multiplied by the 3-Month LIBOR rate. Expiring 06/30/14.			4,400,000			(8,484	)			(7,843	)
Agreement with Morgan Stanley Capital Services LLC dated 02/27/12 receiving afixed rate of 10.605% paying the notional amount multiplied by the BRL-CDI rate. Expiring 01/02/2015.			10,300,000			265,518				329,178
Agreement with Morgan Stanley Capital Services LLC dated 08/21/12 receiving afixed rate of 1.00% paying the notional amount multiplied by the 3-Month LIBOR rate. Expiring 05/15/19.			10,624,000			(210,888	)			(210,888	)
									$	430,033

Centrally Cleared Interest Rate Swaps

Pay/Receive Floating Rate	Floating Rate Index	Fixed Rate	Maturity Date	Counterparty	Notional Amount		Unrealized Appreciation (Depreciation)
Pay	6-Month AUD-BBR- BBSW	3.50%	03/15/18	Citigroup Global Markets	$	5,300,000	$	54,708
Pay	6-Month AUD-BBR- BBSW	3.75%	03/15/18	Deutsche Bank AG Citigroup Global		4,300,000		63,806
Pay	6-Month AUD-BBR- BBSW	4.00%	03/15/23	Markets and Deutsche Bank AG		10,200,000		149,457
Pay	6-Month AUD-BBR- BBSW	4.25%	03/15/23	Citigroup Global Markets		2,500,000		91,310
Receive	6-Month EUR- LIBOR	1.75%	12/19/22	Citigroup Global Markets		5,700,000		(100,704	)
Receive	6-Month EUR- LIBOR	1.75%	03/20/23	Morgan Stanley Capital Services LLC		1,000,000		(9,346	)
							$	249,231

See accompanying Notes to the Financial Statements. 95

Mercer Core Opportunistic Fixed Income Fund

Schedule of Investments (Continued)

(showing percentage of net assets)

September 30, 2012 (Unaudited)

Credit Default Swaps (See Note 2(a))

Notional Amount		Expiration Date		Counterparty	Value
	4,400,000		03/20/21	Goldman Sachs International	$	60,708
	400,000		12/20/16	Citibank N.A.		8,970
	900,000		03/20/16	Deutsche Bank AG		15,023
	1,400,000		03/20/16	Morgan Stanley Capital Services LLC		23,368
	400,000		12/20/15	Deutsche Bank AG		(4,061	)
					$	104,008

96 See accompanying Notes to the Financial Statements.

Mercer Core Opportunistic Fixed Income Fund

Schedule of Investments (Continued)

September 30, 2012 (Unaudited)

Asset Class Summary (Unaudited)	% of Net Assets
Debt Obligations		91.8
Preferred Stocks		0.3
Swaps		0.0
Common Stocks		0.0
Warrants		0.0
Options Purchased		0.0
Written Options		0.0
Futures Contracts		0.0
Forward Foreign Currency Contracts		(0.1	)
TBA Sale Commitments		(3.9	)
Short-Term Investments		23.1
Other Assets and Liabilities (net)		(11.2	)
		100.0	%

See accompanying Notes to the Financial Statements. 97

Mercer Emerging Markets Equity Fund

Schedule of Investments

(showing percentage of net assets)

September 30, 2012 (Unaudited)

Shares		Description	Value ($)
		COMMON STOCKS — 82.4%
		Bermuda — 0.8%
	150,000	China Yurun Food Group, Ltd.*		107,568
	62,000	COSCO Pacific, Ltd.		87,323
	3,000	Credicorp, Ltd.		375,840
	62,550	Dairy Farm International Holdings, Ltd.		694,931
	11,243,000	GOME Electrical Appliances Holding, Ltd.		1,189,083
	239,000	Huabao International Holdings, Ltd.		135,633
		Total Bermuda		2,590,378
		Brazil — 8.0%
	18,500	Amil Participacoes SA		222,040
	25,700	Banco Bradesco SA, ADR		412,999
	42,600	Banco do Brasil SA		520,741
	304,488	BM&FBovespa SA		1,838,514
	22,500	BR Malls Participacoes SA		312,192
	14,900	CCR SA		134,767
	18,800	Cia Brasileira de Distribuicao Grupo, ADR		848,068
	112,010	Cia de Bebidas das Americas, ADR		4,286,623
	5,400	Cia de Saneamento Basico do Estado, ADR		438,534
	11,700	Cia Hering		264,300
	12,500	Cia Paranaense de Energia, Sponsored ADR		205,250
	167,910	Cia Siderurgica Nacional SA		945,156
	82,410	Cielo SA		2,054,969
	30,325	Companhia Energetica de Minas Gerais, Sponsored ADR		367,539
	61,600	Cosan SA Industria e Comercio		1,124,334
	21,300	EDP - Energias do Brasil SA		135,120
	33,800	Itau Unibanco Holding SA, ADR		516,464
	173,300	JBS SA*		574,022
	21,700	Lojas Renner SA		726,257
	74,900	MRV Engenharia e Participacoes SA		447,820
	8,300	Multiplan Empreendimentos Imobiliarios SA		244,197
	94,600	Obrascon Huarte Lain Brasil SA		867,291
	9,500	OGX Petroleo e Gas Participacoes SA*		28,798
	56,200	Petroleo Brasileiro SA, Sponsored ADR		1,240,334
	52,800	Porto Seguro SA		530,655
	166,000	Souza Cruz SA		2,250,098
	134,900	Tim Participacoes SA		520,636
	18,900	Tim Participacoes SA, ADR‡		363,258
	34,205	Totvs SA		709,963
	8,100	Ultrapar Participacoes SA		182,098
	88,500	Vale SA, ADR		1,536,360
		Total Brazil		24,849,397
		Cayman Islands — 4.9%
	1,557,000	Anta Sports Products, Ltd.		1,196,881
	30,445	Baidu, Inc., Sponsored ADR*		3,556,585
	82,000	China Mengniu Dairy Co., Ltd.		246,426
	32,000	China Resources Land, Ltd.		70,494

98 See accompanying Notes to the Financial Statements.

Mercer Emerging Markets Equity Fund

Schedule of Investments (Continued)

(showing percentage of net assets)

September 30, 2012 (Unaudited)

Shares		Description	Value ($)
		Cayman Islands — continued
	330,000	China Shanshui Cement Group, Ltd.		215,368
	41,000	Country Garden Holdings Co., Ltd.*		16,023
	2,282,000	Dongyue Group		1,012,489
	86,000	Evergrande Real Estate Group, Ltd.		34,164
	12,500	Longfor Properties Co., Ltd.		19,347
	1,655,000	Lonking Holdings, Ltd.		277,496
	101,000	MStar Semiconductor, Inc.		811,418
	89,000	Parkson Retail Group, Ltd.		74,614
	701,395	Sands China, Ltd.		2,614,428
	14,500	Shimao Property Holdings, Ltd.		24,911
	388,000	Soho China, Ltd.		238,707
	42,500	Tencent Holdings, Ltd.		1,452,616
	285,618	Tingyi Cayman Islands Holding Corp.		860,179
	321,000	Want Want China Holdings, Ltd.		410,294
	748,495	Wynn Macau, Ltd.		2,027,330
		Total Cayman Islands		15,159,770
		Chile — 2.4%
	41,993,337	Banco Santander Chile		2,960,904
	12,500	Banco Santander Chile, ADR		915,500
	4,201	CAP SA		146,333
	1,083,607	Empresa Nacional de Electricidad SA		1,755,966
	18,229	Empresas COPEC SA		268,893
	32,300	Enersis SA, Sponsored ADR		529,397
	17,689	ENTEL Chile SA		368,616
	32,662	SACI Falabella		328,995
	3,100	Sociedad Quimica y Minera de Chile SA, Sponsored ADR		191,084
		Total Chile		7,465,688
		China — 7.3%
	420,000	Agricultural Bank of China, Ltd.		164,138
	6,897,000	Bank of China, Ltd.		2,633,105
	375,000	Bank of Communications Co., Ltd.		254,409
	270,000	China BlueChemical, Ltd.		159,146
	603,000	China Citic Bank Corp., Ltd. Class H		285,430
	77,000	China Coal Energy Co., Ltd.		70,314
	500,000	China Communications Construction Co., Ltd. Class H		404,347
	5,225,000	China Construction Bank Corp. Class H		3,625,641
	505,000	China Minsheng Banking Corp., Ltd.		398,620
	7,500	China Petroleum & Chemical Corp., ADR		693,150
	1,280,000	China Petroleum & Chemical Corp. Class H		1,195,266
	641,500	China Railway Construction Corp. Class H		579,176
	348,000	China Railway Group, Ltd. Class H		152,607
	882,000	China Telecom Corp., Ltd.		509,639
	641,000	Chongqing Rural Commercial Bank Class H		252,159
	382,000	Dongfeng Motor Group Co., Ltd. Class H		444,905
	289,000	Great Wall Motor Co., Ltd. Class H		764,131
	395,200	Guangzhou R&F Properties Co., Ltd. Class H		457,220

See accompanying Notes to the Financial Statements. 99

Mercer Emerging Markets Equity Fund

Schedule of Investments (Continued)

(showing percentage of net assets)

September 30, 2012 (Unaudited)

Shares		Description	Value ($)
		China — continued
	5,226,000	Industrial & Commercial Bank of China Class H		3,087,103
	1,116,000	Jiangsu Expressway Co., Ltd. Class H		935,608
	592,000	Jiangxi Copper Co., Ltd. Class H		1,498,087
	900	PetroChina Co., Ltd., ADR		116,244
	1,378,000	PetroChina Co., Ltd. Class H		1,809,311
	237,356	Tsingtao Brewery Co., Ltd. Class H		1,308,737
	90,000	Yanzhou Coal Mining Co., Ltd. Class H		137,207
	984,000	Zhejiang Expressway Co., Ltd.		685,338
		Total China		22,621,038
		Colombia — 1.7%
	1,787,523	Ecopetrol SA		5,260,632
		Czech Republic — 0.3%
	11,069	CEZ AS		412,476
	1,908	Komercni Banka AS		380,192
		Total Czech Republic		792,668
		Hong Kong — 4.9%
	381,101	China Mobile, Ltd.		4,237,050
	53,900	China Mobile, Ltd., Sponsored ADR‡		2,983,904
	76,000	China Overseas Land & Investment, Ltd.		193,890
	1,216,000	CNOOC, Ltd.		2,490,579
	4,400	CNOOC, Ltd., ADR		892,012
	632,000	Guangdong Investment, Ltd.		497,236
	392,300	Hongkong Electric Holdings		3,329,357
	188,000	Minmetals Resources, Ltd.*		71,774
	1,022,000	Shougang Fushan Resources Group, Ltd.		274,177
	40,500	Sino-Ocean Land Holdings, Ltd.		22,984
		Total Hong Kong		14,992,963
		Hungary — 0.1%
	3,142	MOL Hungarian Oil and Gas Plc		260,479
	4,404	OTP Bank Nyrt		77,413
	385	Richter Gedeon Nyrt		67,414
		Total Hungary		405,306
		India — 3.3%
	23,100	Dr. Reddy’s Laboratories, Ltd., ADR		712,866
	158,900	HDFC Bank, Ltd., ADR		5,971,462
	8,000	ICICI Bank, Ltd., Sponsored ADR		321,120
	35,200	Infosys, Ltd., Sponsored ADR‡		1,708,608
	8,724	Reliance Industries, Ltd., GDR 144A		274,631
	2,451	State Bank of India, GDR		211,154
	27,500	Tata Motors, Ltd., Sponsored ADR‡		706,200
	24,100	Wipro, Ltd., ADR		215,695
		Total India		10,121,736

100 See accompanying Notes to the Financial Statements.

Mercer Emerging Markets Equity Fund

Schedule of Investments (Continued)

(showing percentage of net assets)

September 30, 2012 (Unaudited)

Shares		Description	Value ($)
		Indonesia — 2.1%
	1,027,500	Astra International Tbk PT		794,514
	490,500	Bank Rakyat Indonesia Persero Tbk PT		381,842
	2,856,500	Bumi Resources Tbk PT		217,894
	158,502	Gudang Garam Tbk PT		769,323
	56,500	Indo Tambangraya Megah Tbk PT		248,848
	114,000	Indocement Tunggal Prakarsa Tbk PT		242,414
	1,303,000	Indofood Sukses Makmur Tbk PT		769,274
	168,500	Kalbe Farma Tbk PT		82,753
	483,323	Semen Gresik Persero Tbk PT		729,782
	14,400	Telekomunikasi Indonesia Persero Tbk PT, Sponsored ADR		560,592
	487,599	Unilever Indonesia Tbk PT		1,327,268
	23,500	United Tractors Tbk PT		50,831
	1,065,000	Vale Indonesia Tbk PT		328,291
		Total Indonesia		6,503,626
		Malaysia — 4.4%
	542,200	Alliance Financial Group Bhd		725,535
	585,600	AMMB Holdings Bhd		1,218,523
	27,500	British American Tobacco Malaysia Berhad		543,432
	258,800	CIMB Group Holdings Bhd		635,040
	125,300	DiGi.Com Bhd		216,452
	343,600	Genting Bhd		979,145
	1,390,200	Genting Malaysia Bhd		1,591,919
	20,700	Kuala Lumpur Kepong Bhd		149,400
	875,100	Malayan Banking Bhd		2,579,634
	140,800	Parkson Holdings Bhd		222,037
	58,300	Petronas Chemicals Group Bhd		122,074
	56,700	Petronas Gas Bhd		352,462
	349,600	Public Bank Bhd		1,644,773
	23,900	Public Bank Bhd (Foreign Market)		112,443
	43,500	Sime Darby Bhd		139,473
	356,400	Tenaga Nasional Bhd		795,239
	515,100	UMW Holdings Bhd		1,685,261
		Total Malaysia		13,712,842
		Mexico — 6.8%
	119,000	Alfa SAB de CV Class A		221,761
	55,500	America Movil SA de CV Series L, ADR		1,411,920
	10,500	Coca-Cola Femsa SAB de CV, Sponsored ADR		1,354,500
	563,958	Compartamos SAB de CV		661,016
	40,700	Fomento Economico Mexicano SA de CV, Sponsored ADR		3,743,586
	222,000	Grupo Bimbo SAB de CV Series A		554,773
	94,400	Grupo Carso SAB de CV Series A-1		322,982
	16,100	Grupo Financiero Banorte SAB de CV Series O		91,098
	347,500	Grupo Financiero Inbursa SAB de CV Series O		979,479
	540,769	Grupo Mexico SAB de CV Series B		1,789,210
	7,000	Grupo Modelo SAB de CV Series C		63,095
	88,451	Grupo Televisa SAB, Sponsored ADR		2,079,483

See accompanying Notes to the Financial Statements. 101

Mercer Emerging Markets Equity Fund

Schedule of Investments (Continued)

(showing percentage of net assets)

September 30, 2012 (Unaudited)

Shares		Description	Value ($)
		Mexico — continued
	46,062	Industrias Penoles SAB de CV		2,274,932
	570,500	Kimberly-Clark de Mexico SAB de CV		1,363,991
	1,429,721	Wal-Mart de Mexico SAB de CV		4,030,985
		Total Mexico		20,942,811
		Peru — 0.5%
	41,059	Cia de Minas Buenaventura SA, ADR		1,599,659
		Philippines — 0.8%
	950,300	Aboitiz Equity Ventures, Inc.		1,112,841
	252,550	Bank of the Philippine Islands		483,123
	43,770	SM Investments Corp.		765,962
		Total Philippines		2,361,926
		Poland — 1.2%
	15,654	Asseco Poland SA		218,327
	2,990	KGHM Polska Miedz SA		142,334
	120,917	PGE SA		698,277
	95,386	Powszechna Kasa Oszczednosci Bank Polski SA		1,059,993
	11,350	Powszechny Zaklad Ubezpieczen SA		1,275,460
	157,683	Tauron Polska Energia SA		241,185
		Total Poland		3,635,576
		Russia — 3.0%
	101,146	Gazprom OAO-SA, Sponsored ADR		1,014,494
	251,052	Gazprom OAO-SA, Sponsored ADR		2,533,115
	43,880	LUKOIL OAO, Sponsored ADR		2,700,375
	645	MMC Norilsk Nickel OJSC, ADR		10,288
	16,870	Mobile Telesystems, Sponsored ADR		295,563
	12,042	Rosneft Oil Co., Reg S, GDR* ‡‡‡		80,922
	68,531	Sberbank of Russia, Sponsored ADR		798,386
	41,837	Severstal OAO, Reg S, GDR		523,381
	89,743	Surgutneftegas OJSC, Sponsored ADR		817,020
	8,877	Tatneft, Sponsored ADR		368,129
	4,772	Tatneft OAO, Sponsored ADR		197,895
		Total Russia		9,339,568
		South Africa — 5.4%
	9,430	ABSA Group, Ltd.		158,288
	208,679	African Bank Investments, Ltd.		835,864
	2,900	AngloGold Ashanti, Ltd., Sponsored ADR		101,645
	89,269	Aveng, Ltd.		338,526
	10,923	Barloworld, Ltd.		95,182
	14,353	Bidvest Group, Ltd.		358,340
	21,808	FirstRand, Ltd.		73,714
	17,500	Gold Fields, Ltd., Sponsored ADR		224,875
	13,489	Growthpoint Properties, Ltd.		40,658
	14,007	Impala Platinum Holdings, Ltd.		235,964

102 See accompanying Notes to the Financial Statements.

Mercer Emerging Markets Equity Fund

Schedule of Investments (Continued)

(showing percentage of net assets)

September 30, 2012 (Unaudited)

Shares		Description	Value ($)
		South Africa — continued
	26,685	Imperial Holdings, Ltd.		606,425
	42,248	Investec, Ltd.		261,645
	36,071	Kumba Iron Ore, Ltd.		2,198,582
	35,772	Liberty Holdings, Ltd.		430,288
	49,323	MTN Group, Ltd.		957,689
	10,180	Naspers, Ltd.		635,353
	140,597	Netcare, Ltd.		305,010
	482,813	Redefine Properties, Ltd.		547,112
	92,004	Remgro, Ltd.		1,619,602
	82,330	Reunert, Ltd.		687,983
	15,827	Salam, Ltd.		72,065
	20,218	Sasol, Ltd.		912,232
	63,502	Shoprite Holdings, Ltd.		1,295,568
	43,588	Spar Group, Ltd. (The)		676,180
	54,540	Standard Bank Group, Ltd.		698,213
	24,800	Tiger Brands, Ltd.		820,901
	35,440	Truworths International, Ltd.		403,745
	69,167	Vodacom Group, Ltd.		855,875
	30,657	Woolworths Holdings, Ltd.		225,864
		Total South Africa		16,673,388
		South Korea — 7.8%
	6,143	Daelim Industrial Co., Ltd.		524,525
	4,570	DGB Financial Group, Inc.		60,444
	37,540	Dongbu Insurance Co., Ltd.		1,634,781
	16,500	Dongkuk Steel Mill Co., Ltd.		241,987
	1,570	Hana Financial Group, Inc.		48,099
	31,450	Hyundai Marine & Fire Insurance Co., Ltd.		979,076
	732	Hyundai Motor Co.		165,971
	2,064	Hyundai Wia Corp.		348,202
	68,830	Kangwon Land, Inc.		1,548,238
	1,497	KCC Corp.		392,627
	10,721	Kia Motors Corp.		669,445
	9,040	Korea Exchange Bank*		69,055
	1,490	Korea Gas Corp.		96,257
	37,610	Korea Life Insurance Co., Ltd.		261,240
	171	Korea Zinc Co., Ltd.		75,159
	4,670	Korean Air Lines Co., Ltd.*		199,796
	7,600	KP Chemical Corp.		90,262
	20,840	KT Corp.		660,025
	24,100	KT Corp., Sponsored ADR		376,924
	33,808	KT&G Corp.		2,576,456
	57,600	LG Display Co., Ltd., ADR* ‡		724,032
	2,925	LG Household & Health Care, Ltd.		1,671,165
	1,373	Lotte Shopping Co., Ltd.		395,312
	3,080	Mirae Asset Securities Co., Ltd.		93,806
	791	Orion Corp. Republic of South Korea		691,060
	8,985	S1 Corp. Korea		552,960
	11,030	Samsung Card Co., Ltd.		397,464

See accompanying Notes to the Financial Statements. 103

Mercer Emerging Markets Equity Fund

Schedule of Investments (Continued)

(showing percentage of net assets)

September 30, 2012 (Unaudited)

Shares		Description	Value ($)
		South Korea — continued
	4,421	Samsung Electronics Co., Ltd., Reg S, GDR‡‡‡		2,661,442
	3,440	Samsung Fire & Marine Insurance Co., Ltd.		739,735
	52,290	Samsung Heavy Industries Co., Ltd.		1,773,699
	123	Shinsegae Co., Ltd.		23,240
	4,751	SK Holdings Co., Ltd.		664,715
	7,790	SK Networks Co., Ltd.		71,842
	20,400	SK Telecom Co., Ltd., ADR‡		296,616
	14,009	SK Telecom Co., Ltd.		1,852,867
	33,790	Woori Finance Holdings Co., Ltd.		334,427
		Total South Korea		23,962,951
		Taiwan — 8.2%
	96,000	Acer, Inc.*		94,318
	28,000	Asustek Computer, Inc.		304,228
	225,000	AU Optronics Corp.*		81,362
	474,140	Chicony Electronics Co., Ltd.		1,116,061
	538,000	Chimei Innolux Corp.*		195,463
	19,000	China Motor Corp.		18,343
	656,000	China Petrochemical Development Corp.		556,112
	1,080,000	Compal Electronics, Inc.		970,816
	1,024,000	Eva Airways Corp.		600,843
	70,000	Far EasTone Telecommunications Co., Ltd.		173,128
	495,000	Farglory Land Development Co., Ltd.		925,376
	34,000	Feng Hsin Iron & Steel Co.		58,922
	59,850	Foxconn Technology Co., Ltd.		232,756
	538,997	Fubon Financial Holding Co., Ltd.		586,556
	151,000	Highwealth Construction Corp.		253,697
	428,700	Hon Hai Precision Industry Co., Ltd.		1,345,469
	119,000	HTC Corp.		1,152,916
	649,575	Lite-On Technology Corp.		838,740
	103,374	MediaTek, Inc.		1,091,451
	66,000	Nan Ya Printed Circuit Board Corp.		107,735
	215,000	Novatek Microelectronics Corp., Ltd.		777,458
	242,000	Pou Chen Corp.		247,667
	163,000	President Chain Store Corp.		873,011
	213,000	Quanta Computer, Inc.		566,043
	224,220	Realtek Semiconductor Corp.		444,409
	89,000	Richtek Technology Corp.		532,843
	1,983,000	Shin Kong Financial Holding Co., Ltd.*		552,684
	171,000	Siliconware Precision Industries Co.		190,463
	220,762	SinoPac Financial Holdings Co., Ltd.		93,009
	193,440	Taiwan Business Bank*		58,203
	52,700	Taiwan Semiconductor Manufacturing Co., Ltd., Sponsored ADR		833,714
	1,480,000	Taiwan Semiconductor Manufacturing Co., Ltd.		4,533,884
	813,000	Teco Electric and Machinery Co., Ltd.		563,014
	1,212,800	TSRC Corp.		2,689,273
	866,210	Uni-President Enterprises Corp.		1,536,593
	240,000	United Microelectronics Corp.		99,886
	157,000	Wistron Corp.		188,527
		Total Taiwan		25,484,973

104 See accompanying Notes to the Financial Statements.

Mercer Emerging Markets Equity Fund

Schedule of Investments (Continued)

(showing percentage of net assets)

September 30, 2012 (Unaudited)

Shares		Description	Value ($)
		Thailand — 1.7%
	72,500	Bangkok Bank PCL, NVDR		456,953
	194,200	Bangkok Bank PCL		1,268,168
	175,900	Bank of Ayudhya PCL, NVDR		178,586
	183,700	CP ALL PCL Class N, NVDR		211,870
	85,100	Kasikornbank PCL Class N, NVDR		504,573
	616,000	Krung Thai Bank PCL, NVDR		366,238
	177,500	Krung Thai Bank PCL		105,531
	33,400	PTT PCL		357,004
	16,800	PTT PCL, NVDR		179,571
	189,600	Siam Commercial Bank PCL		1,050,253
	56,200	Siam Commercial Bank PCL, NVDR		307,658
	57,300	Thai Oil PCL Class N, NVDR		121,469
		Total Thailand		5,107,874
		Turkey — 1.3%
	66,659	Arcelik AS		354,901
	149,124	Asya Katilim Bankasi AS*		164,438
	2,156	BIM Birlesik Magazalar AS		90,053
	101,876	Eregli Demir ve Celik Fabrikalari TAS		125,388
	21,569	Ford Otomotiv Sanayi AS		223,426
	13,956	TAV Havalimanlari Holding AS		69,174
	29,692	Tupras Turkiye Petrol Rafinerileri AS		677,975
	407,402	Turk Hava Yollari AS*		853,103
	247,448	Turk Telekomunikasyon AS		986,705
	24,611	Turkiye Halk Bankasi AS		191,888
	217,136	Turkiye Sise ve Cam Fabrikalari AS		301,108
	48,442	Turkiye Vakiflar Bankasi Tao Series D		104,675
		Total Turkey		4,142,834
		United Kingdom — 4.9%
	120,250	British American Tobacco Plc		6,189,170
	385,840	HSBC Holdings Plc		3,630,352
	117,828	SABMiller Plc		5,166,002
		Total United Kingdom		14,985,524
		United States — 0.6%
	51,481	Southern Copper Corp.		1,768,887
		TOTAL COMMON STOCKS (COST $251,123,829)		254,482,015
		INVESTMENT COMPANY — 1.0%
		United States — 1.0%
	51,649	iPath MSCI India Index ETN*		3,032,313
		TOTAL INVESTMENT COMPANY (COST $2,757,164)		3,032,313

See accompanying Notes to the Financial Statements. 105

Mercer Emerging Markets Equity Fund

Schedule of Investments (Continued)

(showing percentage of net assets)

September 30, 2012 (Unaudited)

Shares		Description	Value ($)
		PREFERRED STOCKS — 2.8%
		Brazil — 2.8%
	65,338	Aes Tiete SA, 10.42%		734,279
	52,500	Banco do Estado do Rio Grande do Sul, 2.10%		446,126
	86,200	Bradespar SA, 7.07%		1,195,617
	12,894	Cia Brasileira de Distribuicao Grupo Pao de Acucar, 0.57%		575,489
	45,700	Cia de Bebidas das Americas, 0.22%		1,750,016
	167,753	Cia Energetica de Minas Gerais, 4.21%		2,032,417
	45,500	Cia Energetica de Sao Paulo, 1.44%		485,546
	15,000	Eletropaulo Metropolitana Eletricidade de Sao Paulo SA, 21.09%		145,653
	40,500	Lojas Americanas SA, 0.30%		316,805
	17,300	Metalurgica Gerdau SA, 1.50%		208,320
	135,000	Usinas Siderurgicas de Minas Gerais SA, 3.88% Series A		673,403
		Total Brazil		8,563,671
		TOTAL PREFERRED STOCKS (COST $9,509,643)		8,563,671
		RIGHTS — 0.0%
		Thailand — 0.0%
	154,000	Krung Thai Bank PCL, Strike Price $0.00, Expires 10/09/12*		28,518
	23,650	Krung Thai Bank PCL, Strike Price $0.00, Expires 10/11/12*		4,380
		Total Thailand		32,898
		TOTAL RIGHTS (COST $—)		32,898
		WARRANTS — 2.5%
		India — 2.5%
	5,000	Macquarie Bank Ltd. (Asian Pants, Ltd.), Strike Price $0.00, Expires 05/07/15*		372,155
	60,900	Macquarie Bank Ltd. (Cipla, Ltd.), Strike Price $0.00, Expires 04/28/14*		437,871
	7,400	Macquarie Bank Ltd. (Colgate Palmolive), Strike Price $0.00, Expires 05/18/15*		168,955
	118,600	Macquarie Bank Ltd. (HDFC, Ltd.), Strike Price $0.00, Expires 11/14/12*		1,737,324
	114,600	Macquarie Bank Ltd. (Hindustan), Strike Price $0.00, Expires 05/28/13*		1,183,291
	343,100	Macquarie Bank Ltd. (ITC, Ltd.), Strike Price $0.00, Expires 05/28/13*		1,767,891
	36,900	Macquarie Bank Ltd. (Kotak Mahindra Bank, Ltd.), Strike Price $0.00, Expires 03/14/14*		452,829
	5,200	Macquarie Bank Ltd. (Nestle India, Ltd.), Strike Price $0.00, Expires 03/30/15 *		432,992
	37,400	Macquarie Bank Ltd. (Sun Pharmaceutical Industries, Ltd.), Strike Price $0.00, Expires 07/14/14*		492,076
	29,900	Macquarie Bank Ltd. (Tata Consultancy Services, Ltd.), Strike Price $0.00, Expires 12/10/14*		732,951
		Total India		7,778,335
		TOTAL WARRANTS (COST $6,514,649)		7,778,335

106 See accompanying Notes to the Financial Statements.

Mercer Emerging Markets Equity Fund

Schedule of Investments (Continued)

(showing percentage of net assets)

September 30, 2012 (Unaudited)

Par Value ($)			Description	Value ($)
			SHORT-TERM INVESTMENTS — 12.1%
			Bank Deposit — 11.0%
	34,125,270		State Street Bank & Trust Euro Time Deposit, 0.01%, due 10/01/12		34,125,270
			Securities Lending Collateral — 1.1%
	3,377,403		State Street Navigator Securities Lending Prime Portfolio***		3,377,403
			TOTAL SHORT-TERM INVESTMENTS (COST $37,502,673)		37,502,673
			TOTAL INVESTMENTS — 100.8% (Cost $307,407,958)		311,391,905
			Other Assets and Liabilities (net) — (0.8)%		(2,585,052	)
			NET ASSETS — 100.0%	$	308,806,853
			Notes to Schedule of Investments:
			ADR — American Depository Receipt
			GDR — Global Depository Receipt
			NVDR — Non-Voting Depository Receipt
		*	Non-income producing security
		***	Represents an investment of securities lending cash collateral.
		‡	All or a portion of this security is out on loan.
		‡‡‡	Security exempt from registration under Regulation S of the Securities Act of 1933, which exempts from registration securities offered and sold outside the United States. Security may not be offered or sold in the United States except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act of 1933.
		144A	Securities exempt from registration under Rule 144A of the Securities Act of 1933. These securities may be resold in transactions exempt from registration, normally to qualified institutional buyers. The total market value of the securities at period end is $274,631 which represents 0.1% of net assets.

See accompanying Notes to the Financial Statements. 107

Mercer Emerging Markets Equity Fund

Schedule of Investments (Continued)

(showing percentage of net assets)

September 30, 2012 (Unaudited)

A summary of outstanding financial instruments at September 30, 2012 is as follows:

Forward Foreign Currency Contracts

Settlement Date		Deliver/Receive	Counterparty	Units of Currency		Value		Net Unrealized Appreciation (Depreciation)
	Buys
	12/19/12	CLP	Royal Bank of Scotland Plc		812,074,000	$	1,691,823	$	27,034
	12/19/12	COP	Royal Bank of Scotland Plc		2,077,000,000		1,142,282		18,972
	12/19/12	HKD	Royal Bank of Scotland Plc		1,873,000		241,584		(1	)
	12/19/12	HUF	Royal Bank of Scotland Plc		530,595,000		2,371,130		50,210
	12/19/12	ILS	Royal Bank of Scotland Plc		100,000		25,407		(163	)
	12/20/12	KRW	Royal Bank of Scotland Plc		8,234,747,000		7,380,944		141,988
	12/19/12	MXN	Royal Bank of Scotland Plc		74,895,000		5,780,373		105,645
	12/19/12	MYR	Royal Bank of Scotland Plc		10,736,000		3,493,025		66,415
	12/19/12	PHP	Royal Bank of Scotland Plc		57,000,000		1,364,055		6,395
	12/19/12	PLN	Royal Bank of Scotland Plc		8,636,000		2,672,068		43,630
	12/19/12	RUB	Royal Bank of Scotland Plc		12,400,000		392,186		(6,504	)
	12/19/12	SGD	Royal Bank of Scotland Plc		2,150,000		1,752,594		11,866
	12/19/12	THB	Royal Bank of Scotland Plc		1,500,000		48,465		581
	12/19/12	TRY	Royal Bank of Scotland Plc		8,450,000		4,656,184		50,964
	12/19/12	TWD	Royal Bank of Scotland Plc		74,700,000		2,548,934		21,768
								$	538,800
	Sales
	12/19/12	BRL	Royal Bank of Scotland Plc		12,525,000	$	6,111,147	$	(53,775	)
	12/19/12	CLP	Royal Bank of Scotland Plc		302,000,000		629,168		(4,891	)
	12/19/12	COP	Royal Bank of Scotland Plc		1,150,000,000		632,462		(6,796	)
	12/19/12	CZK	Royal Bank of Scotland Plc		34,690,000		1,771,376		(2,232	)
	12/19/12	HKD	Royal Bank of Scotland Plc		2,220,000		286,340		(21	)
	12/19/12	IDR	Royal Bank of Scotland Plc		22,206,427,097		2,296,029		(14,703	)
	12/19/12	ILS	Royal Bank of Scotland Plc		10,180,000		2,586,430		(63,630	)
	12/19/12	INR	Royal Bank of Scotland Plc		301,582,000		5,634,847		(304,764	)
	12/19/12	MXN	Royal Bank of Scotland Plc		800,000		61,744		(1,202	)
	12/19/12	PEN	Royal Bank of Scotland Plc		162,000		62,102		(433	)
	12/19/12	PHP	Royal Bank of Scotland Plc		24,300,000		581,518		2,998
	12/19/12	RUB	Royal Bank of Scotland Plc		43,753,000		1,383,815		(28,015	)
	12/19/12	SGD	Royal Bank of Scotland Plc		8,186,000		6,672,898		(108,734	)
	12/19/12	THB	Royal Bank of Scotland Plc		4,374,000		141,325		(1,548	)
	12/19/12	TRY	Royal Bank of Scotland Plc		970,000		534,497		(680	)
	12/19/12	TWD	Royal Bank of Scotland Plc		74,396,000		2,538,561		(37,855	)
	12/19/12	ZAR	Royal Bank of Scotland Plc		238,000		28,530		(117	)
								$	(626,398	)

108 See accompanying Notes to the Financial Statements.

Mercer Emerging Markets Equity Fund

Schedule of Investments (Continued)

(showing percentage of net assets)

September 30, 2012 (Unaudited)

Currency Abbreviations

BRL — Brazilian Real

CLP — Chilean Peso

COP — Colombian Peso

CZK — Czech Koruna

HKD — Hong Kong Dollar

HUF — Hungarian Forint

IDR — Indonesian Rupiah

ILS — Israeli Shekel

INR — Indian Rupee

KRW — South Korean Won

MXN — Mexican Peso

MYR — Malaysian Ringgit

PEN — Peruvian Nouveau Sol

PHP — Philippines Peso

PLN — Polish Zloty

RUB — Russian Ruble

SGD — Singapore Dollar

THB — Thai Baht

TRY — New Turkish Lira

TWD — Taiwan Dollar

ZAR — South African Rand

Futures Contracts

Number of Contracts		Type	Expiration Date	Contract Value		Net Unrealized Appreciation (Depreciation)
	Buys
	60	FTSE/JSE Top 40 Index	December 2012	$	2,311,387	$	(49,354	)
	2	HSCEI Index	October 2012		127,134		757
	33	KOSPI 200 Index	December 2012		3,922,262		144,613
	4	SET50 Index	December 2012		115,452		781
	198	TurkDEX-ISE 30 Index	October 2012		899,248		(5,685	)
						$	91,112
	Sales
	1	Mexico Bolsa Index	December 2012	$	31,968	$	(139	)
	72	MSCI Taiwan Index	October 2012		1,982,880		11,353
	278	SGX CNX Nifty Index	October 2012		3,181,988		(7,206	)
						$	4,008

Synthetic Futures

Number of Contracts		Reference Entity	Expiration Date	Counterparty	Notional Value		Value
	1	Brazil Bovespa Stock Index	10/17/2012	Goldman Sachs	$	29,490	$	(232	)
	6	Russian Trading System Index	12/17/2012	Goldman Sachs		868,951		(4,885	)
	1,610	Warsaw WIG 20 Index	12/21/2012	Goldman Sachs		1,238,588		(19,377	)
							$	(24,494	)

See accompanying Notes to the Financial Statements. 109

Mercer Emerging Markets Equity Fund

Schedule of Investments (Continued)

September 30, 2012 (Unaudited)

Industry Sector Summary (Unaudited)	% of Net Assets
Banks		16.5
Oil & Gas		8.0
Telecommunications		5.9
Beverages		5.7
Agriculture		4.2
Electric		4.0
Mining		3.8
Retail		3.8
Semiconductors		3.8
Food		3.7
Lodging		2.3
Insurance		2.2
Computers		2.0
Diversified Financial Services		2.0
Chemicals		1.9
Commercial Services		1.7
Internet		1.6
Iron & Steel		1.6
Auto Manufacturers		1.5
Holding Companies — Diversified		1.5
Equity Fund		1.0
Real Estate		1.0
Media		0.9
Electronics		0.8
Engineering & Construction		0.8
Software		0.8
Airlines		0.6
Cosmetics & Personal Care		0.6
Shipbuilding		0.6
Entertainment		0.5
Forest Products & Paper		0.5
Building Materials		0.4
Household Products & Wares		0.4
Coal		0.3
Health Care — Services		0.2
Machinery — Diversified		0.2
Office & Business Equipment		0.2
Pharmaceuticals		0.2
Water		0.2
Apparel		0.1
Auto Parts & Equipment		0.1
Gas		0.1
Home Builders		0.1
Home Furnishings		0.1
Housewares		0.1
Machinery — Construction & Mining		0.1
Textiles		0.1
Distribution & Wholesale		0.0
Short-Term Investments and Other Assets and Liabilities (net)		11.3
		100.0	%

110 See accompanying Notes to the Financial Statements.

Mercer US Short Maturity Fixed Income Fund

Schedule of Investments

(showing percentage of net assets)

September 30, 2012 (Unaudited)

Par Value ($)		Description	Value ($)
		DEBT OBLIGATIONS — 98.9%
		Asset Backed Securities — 9.8%
	30,635	Ally Auto Receivables Trust, Series 2010-1, Class A3, 1.45%, due 05/15/14		30,710
	200,000	Ally Auto Receivables Trust, Series 2010-2, Class A4, 2.09%, due 05/15/15		203,436
	65,000	Ally Auto Receivables Trust, Series 2010-3, Class A4, 1.55%, due 08/17/15		65,896
	200,000	Ally Auto Receivables Trust, Series 2011-1, Class A4, 2.23%, due 03/15/16		206,241
	28,734	AmeriCredit Automobile Receivables Trust, Series 2010-2, Class A3, 1.71%, due 08/08/14		28,761
	45,398	Bank of America Auto Trust, Series 2010-2, Class A3, 1.31%, due 07/15/14		45,490
	100,000	Capital One Multi-Asset Execution Trust, Series 2007-A7, Class A7, 5.75%, due 07/15/20		122,831
	200,000	Capital One Multi-Asset Execution Trust, Series 2008-A3, Class A3, 5.05%, due 02/15/16		205,066
	20,473	CarMax Auto Owner Trust, Series 2009-2, Class A3, 1.74%, due 04/15/14		20,506
	150,000	CarMax Auto Owner Trust, Series 2012-2, Class A4, 1.16%, due 12/15/17		151,638
	64,415	Chase Funding Mortgage Loan Asset-Backed Certificates, Series 2003-2, Class 1A6, 4.36%, due 08/25/14		64,511
	16,270	CitiFinancial Auto Issuance Trust, Series 2009-1, Class A3, 2.59%, due 10/15/13 144A		16,286
	224,194	CNH Equipment Trust, Series 2010-A, Class A4, 2.49%, due 01/15/16		227,125
	109,334	CNH Equipment Trust, Series 2011-A, Class A3, 1.20%, due 05/16/16		109,980
	22,000	CNH Equipment Trust, Series 2012-B, Class A3, 0.86%, due 09/15/17		22,135
	7,932	Ford Credit Auto Owner Trust, Series 2009-E, Class A3, 1.51%, due 01/15/14		7,939
	124,000	Ford Credit Auto Owner Trust, Series 2009-E, Class A4, 2.42%, due 11/15/14		125,485
	145,739	Ford Credit Auto Owner Trust, Series 2011-A, Class A3, 0.97%, due 01/15/15		146,169
	100,000	Ford Credit Auto Owner Trust, Series 2012-A, Class A3, 0.84%, due 08/15/16		100,748
	150,000	Ford Credit Auto Owner Trust, Series 2012-A, Class A4, 1.15%, due 06/15/17		152,809
	100,000	Ford Credit Auto Owner Trust, Series 2012-B, Class A3, 0.72%, due 12/15/16		100,505
	400,000	GE Capital Credit Card Master Note Trust, Series 2009-4, Class A, 3.80%, due 11/15/17		427,689
	39,291	Harley-Davidson Motorcycle Trust, Series 2009-3, Class A4, 2.54%, due 04/15/17		39,346
	11,929	Honda Auto Receivables Owner Trust, Series 2010-1, Class A3, 1.25%, due 10/21/13		11,943
	34,222	Honda Auto Receivables Owner Trust, Series 2010-2, Class A3, 1.34%, due 03/18/14		34,340
	34,000	Honda Auto Receivables Owner Trust, Series 2012-2, Class A3, 0.70%, due 02/16/16		34,242
	100,000	Huntington Auto Trust, Series 2012-1, Class A3, 0.81%, due 09/15/16		100,576
	30,000	Hyundai Auto Receivables Trust, Series 2010-A, Class A4, 2.45%, due 12/15/16		30,850
	15,388	Hyundai Auto Receivables Trust, Series 2010-B, Class A3, 0.97%, due 04/15/15		15,442
	65,000	Hyundai Auto Receivables Trust, Series 2010-B, Class A4, 1.63%, due 03/15/17		66,452
	25,000	John Deere Owner Trust, Series 2011-A, Class A3, 1.29%, due 01/15/16		25,173
	83,000	John Deere Owner Trust, Series 2012-B, Class A3, 0.53%, due 07/15/16		83,067
	61,770	Mercedes-Benz Auto Receivables Trust, Series 2010-1, Class A3, 1.42%, due 08/15/14		62,031
	104,000	Mercedes-Benz Auto Receivables Trust, Series 2012-1, Class A3, 0.47%, due 10/17/16		104,062
	100,000	Nissan Auto Receivables Owner Trust, Series 2012-A, Class A3, 0.73%, due 05/16/16		100,590
	9,987	Santander Drive Auto Receivables Trust, Series 2010-3, Class A3, 1.20%, due 06/16/14		9,994
	269,072	Santander Drive Auto Receivables Trust, Series 2010-A, Class A3, 1.83%, due 11/17/14 144A		271,327
	7,000	Santander Drive Auto Receivables Trust, Series 2012-3, Class A3, 1.08%, due 04/15/16		7,048
	150,000	Santander Drive Auto Receivables Trust 2012-5, Series 2012-5, Class A3, 0.83%, due 12/15/16		150,890
	78,746	Securitized Asset Backed NIM Trust, Series 2005-FR4, Class NIM, 6.00%, due 01/25/36¤ 144A		1
	151,485	USAA Auto Owner Trust, Series 2009-2, Class A4, 2.53%, due 07/15/15		152,847
	53,000	USAA Auto Owner Trust, Series 2012-1, Class A3, 0.43%, due 08/15/16		53,039
	257,133	World Omni Auto Receivables Trust, Series 2010-A, Class A4, 2.21%, due 05/15/15		260,157

See accompanying Notes to the Financial Statements. 111

Mercer US Short Maturity Fixed Income Fund

Schedule of Investments (Continued)

(showing percentage of net assets)

September 30, 2012 (Unaudited)

Par Value ($)		Description	Value ($)
		Asset Backed Securities — continued
	150,000	World Omni Auto Receivables Trust, Series 2012-A, Class A4, 0.85%, due 08/15/18		151,282
				4,346,655
		Corporate Debt — 21.3%
	20,000	Abbott Laboratories, 2.70%, due 05/27/15		21,166
	20,000	ACE INA Holdings, Inc., 5.88%, due 06/15/14		21,762
	20,000	Aflac, Inc., 2.65%, due 02/15/17		21,006
	45,000	Alabama Power Co., Series 2, 5.80%, due 11/15/13		47,671
	80,000	Allstate Life Global Funding Trusts, 5.38%, due 04/30/13		82,334
	35,000	American Express Co., 7.25%, due 05/20/14		38,646
	25,000	American Express Credit Corp., 5.13%, due 08/25/14		27,056
	105,000	American Express Credit Corp., 7.30%, due 08/20/13		111,273
	150,000	American Honda Finance Corp., 2.38%, due 03/18/13 144A		151,324
	60,000	AON Corp., 3.50%, due 09/30/15		63,637
	20,000	Apache Corp., 5.63%, due 01/15/17		23,853
	10,000	Arrow Electronics, Inc., 3.38%, due 11/01/15		10,450
	50,000	Arrow Electronics, Inc., 6.88%, due 07/01/13		52,263
	55,000	Atmos Energy Corp., 4.95%, due 10/15/14		59,577
	15,000	BAE Systems Holdings, Inc., 4.95%, due 06/01/14 144A		15,778
	10,000	BAE Systems Holdings, Inc., 5.20%, due 08/15/15 144A		10,921
	20,000	Bank of America Corp., 3.63%, due 03/17/16		21,109
	25,000	Bank of New York Mellon Corp. (The), 4.30%, due 05/15/14		26,538
	80,000	Bank of New York Mellon Corp. (The), 5.13%, due 08/27/13		83,464
	65,000	Bank of Nova Scotia, 2.25%, due 01/22/13		65,397
	40,000	BB&T Corp., 3.20%, due 03/15/16		42,996
	100,000	BB&T Corp., 5.70%, due 04/30/14		107,793
	170,000	BellSouth Corp., 5.20%, due 09/15/14		184,738
	30,000	BHP Billiton Finance USA, Ltd., 4.80%, due 04/15/13		30,731
	30,000	BHP Billiton Finance USA, Ltd., 8.50%, due 12/01/12		30,395
	35,000	BlackRock, Inc., 3.50%, due 12/10/14		37,284
	20,000	Boeing Co. (The), 5.00%, due 03/15/14		21,324
	21,000	BP Capital Markets Plc, 1.85%, due 05/05/17		21,474
	80,000	BP Capital Markets Plc, 3.63%, due 05/08/14		83,926
	30,000	Burlington Northern Santa Fe LLC, 7.00%, due 02/01/14		32,546
	15,000	Canadian Imperial Bank of Commerce/Canada, 2.35%, due 12/11/15		15,787
	15,000	Canadian National Railway Co., 4.40%, due 03/15/13		15,276
	25,000	Canadian Natural Resources, Ltd., 4.90%, due 12/01/14		27,319
	20,000	Capital One Financial Corp., 2.15%, due 03/23/15		20,519
	35,000	Capital One Financial Corp., 7.38%, due 05/23/14		38,536
	25,000	Cargill, Inc., 4.38%, due 06/01/13 144A		25,612
	75,000	Caterpillar Financial Services Corp., 6.13%, due 02/17/14		80,810
	25,000	Caterpillar, Inc., 7.00%, due 12/15/13		26,971
	195,000	Cellco Partnership/Verizon Wireless Capital LLC, 5.55%, due 02/01/14		207,489
	25,000	CenterPoint Energy Resources Corp., 5.95%, due 01/15/14		26,585
	25,000	Charles Schwab Corp. (The), 4.95%, due 06/01/14		26,805
	20,000	Cisco Systems, Inc., 5.50%, due 02/22/16		23,245
	315,000	Citigroup, Inc., Global Senior Note, 6.50%, due 08/19/13		330,726
	100,000	CME Group, Inc., 5.75%, due 02/15/14		106,948
	35,000	CNA Financial Corp., 5.85%, due 12/15/14		37,992

112 See accompanying Notes to the Financial Statements.

Mercer US Short Maturity Fixed Income Fund

Schedule of Investments (Continued)

(showing percentage of net assets)

September 30, 2012 (Unaudited)

Par Value ($)		Description	Value ($)
		Corporate Debt — continued
	40,000	Coca-Cola Co. (The), 1.50%, due 11/15/15		41,257
	30,000	Comcast Corp., 5.85%, due 11/15/15		34,500
	11,000	ConocoPhillips, 4.75%, due 02/01/14		11,623
	70,000	Cooperatieve Centrale Raiffeisen-Boerenleenbank BA/Utrecht, 3.38%, due 01/19/17		74,373
	50,000	COX Communications, Inc., 5.45%, due 12/15/14		55,019
	150,000	Credit Suisse, 5.50%, due 05/01/14		160,257
	80,000	Credit Suisse USA, Inc., 5.13%, due 08/15/15		88,646
	30,000	Crown Castle Towers LLC, 3.21%, due 08/15/15 144A		31,242
	30,000	Daimler Finance North America LLC, Senior Note, 6.50%, due 11/15/13		31,944
	15,000	Dell, Inc., 2.30%, due 09/10/15		15,592
	20,000	Dell, Inc., 4.70%, due 04/15/13		20,456
	60,000	Delmarva Power & Light Co., Series I, 6.40%, due 12/01/13		63,575
	25,000	Deutsche Bank AG, 3.88%, due 08/18/14		26,277
	65,000	Deutsche Bank Financial LLC, 5.38%, due 03/02/15		68,952
	75,000	Deutsche Telekom International Finance BV, 4.88%, due 07/08/14		79,843
	20,000	Devon Energy Corp., 1.88%, due 05/15/17		20,410
	60,000	Diageo Finance BV, 5.50%, due 04/01/13		61,549
	30,000	Dow Chemical Co. (The), 5.90%, due 02/15/15		33,442
	10,000	Dow Chemical Co. (The), 7.60%, due 05/15/14		11,053
	20,000	Duke Energy Carolinas LLC, 5.75%, due 11/15/13		21,164
	15,000	Duke Energy Corp., 3.35%, due 04/01/15		15,873
	35,000	Duke Energy Corp., 5.65%, due 06/15/13		36,256
	25,000	eBay, Inc., 1.63%, due 10/15/15		25,797
	10,000	EI Du Pont de Nemours & Co., 5.88%, due 01/15/14		10,705
	35,000	Emerson Electric Co., 5.00%, due 12/15/14		38,308
	25,000	ERAC USA Finance Co., Series 1, 2.75%, due 07/01/13 144A		25,360
	15,000	Fifth Third Bancorp, 3.63%, due 01/25/16		16,194
	25,000	France Telecom SA, 2.13%, due 09/16/15		25,755
	20,000	Freeport-McMoRan Copper & Gold, Inc., 1.40%, due 02/13/15		20,156
	12,000	Freeport-McMoRan Copper & Gold, Inc., 2.15%, due 03/01/17		12,148
	55,000	General Electric Capital Corp., 4.75%, due 09/15/14		59,178
	485,000	General Electric Capital Corp., 4.88%, due 03/04/15		529,652
	30,000	General Electric Capital Corp., 5.50%, due 06/04/14		32,357
	85,000	Goldman Sachs Group (The), Inc., 3.63%, due 02/07/16		89,736
	222,000	Goldman Sachs Group (The), Inc., 3.70%, due 08/01/15		234,311
	50,000	Goldman Sachs Group (The), Inc., 5.15%, due 01/15/14		52,517
	120,000	Hewlett-Packard Co., 6.13%, due 03/01/14		127,972
	15,000	HJ Heinz Co., 1.50%, due 03/01/17		15,240
	45,000	Honeywell International, Inc., 3.88%, due 02/15/14		47,119
	100,000	HSBC Bank Plc, 1.63%, due 08/12/13 144A		100,656
	20,000	Intel Corp., 1.95%, due 10/01/16		21,018
	50,000	International Business Machines Corp., 7.50%, due 06/15/13		52,582
	20,000	Intuit, Inc., 5.75%, due 03/15/17		23,245
	50,000	Jackson National Life Global Funding, 5.38%, due 05/08/13 144A		51,483
	61,000	Jefferies Group, Inc., 3.88%, due 11/09/15		61,686
	60,000	John Deere Capital Corp., 4.50%, due 04/03/13		61,279
	20,000	John Deere Capital Corp., 4.90%, due 09/09/13		20,860
	35,000	Johnson Controls, Inc., 4.88%, due 09/15/13		36,331
	15,000	Kellogg Co., 4.45%, due 05/30/16		16,798

See accompanying Notes to the Financial Statements. 113

Mercer US Short Maturity Fixed Income Fund

Schedule of Investments (Continued)

(showing percentage of net assets)

September 30, 2012 (Unaudited)

Par Value ($)		Description	Value ($)
		Corporate Debt — continued
	60,000	KeyCorp, 6.50%, due 05/14/13		62,137
	8,000	Kroger Co. (The), 2.20%, due 01/15/17		8,202
	15,000	Macquarie Group, Ltd., 7.30%, due 08/01/14 144A		16,162
	45,000	Merck & Co., Inc., 4.75%, due 03/01/15		49,602
	50,000	Merrill Lynch & Co., Inc., 5.45%, due 02/05/13		50,768
	160,000	Merrill Lynch & Co., Inc., 6.15%, due 04/25/13		164,757
	200,000	Metropolitan Life Global Funding I, 5.13%, due 04/10/13 144A		204,845
	100,000	Morgan Stanley, 4.10%, due 01/26/15		103,611
	100,000	Morgan Stanley, 6.00%, due 05/13/14		106,037
	25,000	NASDAQ OMX Group (The), Inc., 4.00%, due 01/15/15		26,177
	50,000	National City Corp., 4.90%, due 01/15/15		54,530
	50,000	National Semiconductor Corp., 3.95%, due 04/15/15		54,293
	20,000	New York Life Global Funding, 1.65%, due 05/15/17 144A		20,415
	65,000	New York Life Global Funding, 3.00%, due 05/04/15 144A		68,837
	15,000	News America, Inc., 7.60%, due 10/11/15		17,245
	50,000	Nisource Finance Corp., 6.15%, due 03/01/13		51,064
	20,000	Nomura Holdings, Inc., 4.13%, due 01/19/16		20,688
	40,000	Nomura Holdings, Inc., 5.00%, due 03/04/15		42,252
	10,000	Norfolk Southern Corp., 7.70%, due 05/15/17		12,644
	25,000	Northern Trust Corp., 4.63%, due 05/01/14		26,604
	60,000	Northern Trust Corp., 5.50%, due 08/15/13		62,684
	20,000	NSTAR Electric Co., 4.88%, due 04/15/14		21,190
	20,000	Nucor Corp., 5.00%, due 12/01/12		20,138
	60,000	Ohio Power Co., Series L, 5.75%, due 09/01/13		62,856
	20,000	Oncor Electric Delivery Co. LLC, 6.38%, due 01/15/15		22,236
	45,000	Oracle Corp., 5.25%, due 01/15/16		51,686
	35,000	Pacific Life Global Funding, 5.15%, due 04/15/13 144A		35,877
	160,000	PacifiCorp, 5.45%, due 09/15/13		167,158
	25,000	PC Financial Partnership, 5.00%, due 11/15/14		27,081
	5,000	Penske Truck Leasing Co., LP/ PTL Finance Corp., 2.50%, due 07/11/14 144A		5,042
	18,000	Penske Truck Leasing Co., LP/ PTL Finance Corp., 3.13%, due 05/11/15 144A		18,427
	80,000	PepsiCo, Inc., 3.75%, due 03/01/14		83,761
	25,000	PG&E Corp., 5.75%, due 04/01/14		26,790
	15,000	Pitney Bowes, Inc., 3.88%, due 06/15/13		15,272
	10,000	Pitney Bowes, Inc., 4.88%, due 08/15/14		10,484
	10,000	PNC Funding Corp., 4.25%, due 09/21/15		10,968
	30,000	Potash Corp. of Saskatchewan, Inc., 3.75%, due 09/30/15		32,530
	35,000	PPG Industries, Inc., 5.75%, due 03/15/13		35,817
	80,000	Praxair, Inc., 2.13%, due 06/14/13		80,903
	60,000	Pricoa Global Funding I, 5.45%, due 06/11/14 144A		64,444
	65,000	Procter & Gamble Co. (The), 4.95%, due 08/15/14		70,539
	15,000	Public Service Electric & Gas Co., 2.70%, due 05/01/15		15,791
	9,000	Rio Tinto Finance USA Plc, 1.63%, due 08/21/17		9,029
	10,000	Rio Tinto Finance USA, Ltd., 1.88%, due 11/02/15		10,283
	30,000	Rio Tinto Finance USA, Ltd., 8.95%, due 05/01/14		33,808
	20,000	Royal Bank of Canada, 1.45%, due 10/30/14		20,352
	40,000	Royal Bank of Canada, 2.63%, due 12/15/15		42,337
	15,000	Ryder System, Inc., 2.50%, due 03/01/17		15,274
	25,000	Ryder System, Inc., 6.00%, due 03/01/13		25,489

114 See accompanying Notes to the Financial Statements.

Mercer US Short Maturity Fixed Income Fund

Schedule of Investments (Continued)

(showing percentage of net assets)

September 30, 2012 (Unaudited)

Par Value ($)		Description	Value ($)
		Corporate Debt — continued
	60,000	SABMiller Plc, 5.50%, due 08/15/13 144A		62,277
	50,000	Sempra Energy, 2.00%, due 03/15/14		50,816
	40,000	Shell International Finance BV, 1.88%, due 03/25/13		40,319
	45,000	Shell International Finance BV, 4.00%, due 03/21/14		47,336
	60,000	Sierra Pacific Power Co., 6.00%, due 05/15/16		70,123
	30,000	Southern California Edison Co., 4.15%, due 09/15/14		31,992
	15,000	Spectra Energy Capital LLC, 5.67%, due 08/15/14		16,243
	15,000	State Street Corp., 2.88%, due 03/07/16		16,086
	55,000	State Street Corp., 4.30%, due 05/30/14		58,386
	60,000	SunTrust Banks, Inc., 3.60%, due 04/15/16		64,155
	35,000	TCI Communications, Inc., Senior Note, 8.75%, due 08/01/15		42,343
	15,000	Telecom Italia Capital SA, 6.18%, due 06/18/14		15,825
	55,000	Time Warner Cable, Inc., 5.85%, due 05/01/17		65,581
	50,000	Time Warner Cable, Inc., 8.25%, due 02/14/14		55,046
	25,000	Toronto-Dominion Bank (The), 2.38%, due 10/19/16		26,321
	22,000	Total Capital SA, 3.00%, due 06/24/15		23,429
	10,000	Toyota Motor Credit Corp., 1.25%, due 11/17/14		10,155
	20,000	Toyota Motor Credit Corp., 2.05%, due 01/12/17		20,819
	36,000	Toyota Motor Credit Corp., 3.20%, due 06/17/15		38,435
	10,000	TransCanada PipeLines, Ltd., 4.00%, due 06/15/13		10,254
	10,000	Transocean, Inc., 4.95%, due 11/15/15		10,956
	20,000	Transocean, Inc., Senior Note, 5.25%, due 03/15/13		20,399
	30,000	Travelers Property Casualty Corp., 5.00%, due 03/15/13		30,633
	25,000	Union Pacific Corp., 5.45%, due 01/31/13		25,413
	60,000	United Technologies Corp., 4.88%, due 05/01/15		66,661
	15,000	UnitedHealth Group, Inc., 5.00%, due 08/15/14		16,155
	70,000	US Bancorp, 1.38%, due 09/13/13		70,615
	75,000	US Bancorp, 3.15%, due 03/04/15		79,533
	35,000	Verizon Communications, Inc., 5.55%, due 02/15/16		40,528
	65,000	Vodafone Group Plc, 4.15%, due 06/10/14		68,848
	60,000	Wachovia Corp., 4.88%, due 02/15/14		63,227
	70,000	Wachovia Corp., 5.50%, due 05/01/13		72,077
	50,000	Wal-Mart Stores, Inc., 4.55%, due 05/01/13		51,239
	40,000	Wal-Mart Stores, Inc., 7.25%, due 06/01/13		41,786
	15,000	Waste Management, Inc., 2.60%, due 09/01/16		15,761
	50,000	WEA Finance LLC/WT Finance Aust Pty, Ltd., 7.50%, due 06/02/14 144A		55,116
	30,000	WellPoint, Inc., 5.00%, due 12/15/14		32,525
	100,000	Wells Fargo & Co., 3.75%, due 10/01/14		106,123
	55,000	Westpac Banking Corp., 4.20%, due 02/27/15		59,132
	15,000	Wisconsin Electric Power Co., 6.00%, due 04/01/14		16,211
	65,000	Wyeth LLC, 5.50%, due 02/01/14		69,453
	20,000	Xerox Corp., 2.95%, due 03/15/17		20,687
	45,000	Xerox Corp., 4.25%, due 02/15/15		47,820
				9,476,753
		Mortgage Backed Securities - Private Issuers — 4.1%
	60,000	Banc of America Merrill Lynch Commercial Mortgage, Inc., Series 2006-3, Class A4, 5.89%, due 07/10/44†		69,192
	215,000	Banc of America Mortgage Securities, Inc., Series 2004-3, Class 1A26, 5.50%, due 04/25/34		220,537

See accompanying Notes to the Financial Statements. 115

Mercer US Short Maturity Fixed Income Fund

Schedule of Investments (Continued)

(showing percentage of net assets)

September 30, 2012 (Unaudited)

Par Value ($)		Description	Value ($)
		Mortgage Backed Securities - Private Issuers — continued
	19,407	Bear Stearns Commercial Mortgage Securities, Series 2004-T14, Class A3, 4.80%, due 01/12/41		19,491
	11,179	Bear Stearns Commercial Mortgage Securities, Series 2005-T18, Class AAB, 4.82%, due 02/13/42		11,194
	70,571	Citigroup Mortgage Loan Trust, Inc., Series 2003-1, Class 3A4, 5.25%, due 09/25/33		74,910
	83,973	Commercial Mortgage Acceptance Corp., Series 1998-C2, Class F, 5.44%, due 09/15/30 144A		86,403
	250,000	Commercial Mortgage Asset Trust, Series 1999-C1, Class C, 7.35%, due 01/17/32†		262,276
	778	Countrywide Alternative Loan Trust, Series 2002-11, Class A4, 6.25%, due 10/25/32		800
	30,658	Credit Suisse First Boston Mortgage Securities Corp., Series 2003-17, Class 2A6, 3.50%, due 07/25/18		30,847
	75,738	Credit Suisse First Boston Mortgage Securities Corp., Series 2003-27, Class 5A4, 5.25%, due 11/25/33		78,724
	90,000	Credit Suisse Mortgage Capital Certificates, Series 2006-C2, Class A3, 5.86%, due 03/15/39†		100,958
	90,000	GS Mortgage Securities Corp. II, Series 2004-GG2, Class A6, 5.40%, due 08/10/38†		96,474
	62,716	MASTR Alternative Loans Trust, Series 2004-8, Class 7A1, 5.00%, due 09/25/19		64,915
	68,679	MASTR Asset Securitization Trust, Series 2003-8, Class 2A1, 4.50%, due 09/25/18		70,807
	100,000	Morgan Stanley Re-REMIC Trust, Series 2010-HQ4B, Class A7A, 4.97%, due 04/16/40 144A		105,612
	105,122	NCUA Guaranteed Notes, Series 2010-C1, Class A1, 1.60%, due 10/29/20		106,961
	50,757	NCUA Guaranteed Notes, Series 2010-R3, Class 3A, 2.40%, due 12/08/20		51,975
	51,023	Residential Asset Securitization Trust, Series 2003-A14, Class A1, 4.75%, due 02/25/19		52,688
	96,380	Springleaf Mortgage Loan Trust, Series 2012-2A, Class A, 2.22%, due 10/25/57† 144A		96,802
	124,311	WaMu Mortgage Pass-Through Certificates, Series 2003-S1, Class A5, 5.50%, due 04/25/33		131,387
	85,474	Washington Mutual MSC Mortgage Pass-Through Certificates, Series 2003-MS2, Class 3A1, 5.00%, due 03/25/18		87,466
				1,820,419
		Mortgage Backed Securities - U.S. Government Agency Obligations — 11.5%
	19,335	FHLMC, Pool # B14248, 4.00%, due 05/01/14		20,599
	36,803	FHLMC, Pool # C91030, 5.50%, due 05/01/27		40,245
	119,059	FHLMC, Pool # G11977, 6.00%, due 05/01/21		128,522
	15,619	FHLMC, Series 2394, Class KD, 6.00%, due 12/15/16		16,592
	68,234	FHLMC, Series 2405, Class PE, 6.00%, due 01/15/17		73,070
	38,127	FHLMC, Series 2513, Class DM, 5.50%, due 10/15/17		41,021
	21,920	FHLMC, Series 2566, Class LH, 5.00%, due 04/15/32		22,205
	163,016	FHLMC, Series 2590, Class AQ, 4.25%, due 03/15/18		170,806
	29,461	FHLMC, Series 2594, Class YA, 4.00%, due 04/15/23		31,478
	2,141	FHLMC, Series 2610, Class DJ, 4.00%, due 03/15/33		2,162
	9,784	FHLMC, Series 2614, Class NA, 3.75%, due 04/15/33		9,889
	18,303	FHLMC, Series 2617, Class KD, 5.00%, due 05/15/20		18,332
	35,124	FHLMC, Series 2644, Class ED, 4.00%, due 02/15/18		35,827
	98,701	FHLMC, Series 2668, Class OG, 5.00%, due 03/15/32		102,374
	42,517	FHLMC, Series 2675, Class CK, 4.00%, due 09/15/18		44,881
	145,375	FHLMC, Series 2682, Class LC, 4.50%, due 07/15/32		152,731
	186,785	FHLMC, Series 2695, Class BG, 4.50%, due 04/15/32		195,224

116 See accompanying Notes to the Financial Statements.

Mercer US Short Maturity Fixed Income Fund

Schedule of Investments (Continued)

(showing percentage of net assets)

September 30, 2012 (Unaudited)

Par Value ($)		Description	Value ($)
		Mortgage Backed Securities - U.S. Government Agency Obligations — continued
	172,805	FHLMC, Series 2709, Class PE, 5.00%, due 12/15/22		181,631
	50,000	FHLMC, Series 2714, Class BQ, 4.50%, due 12/15/18		53,345
	115,119	FHLMC, Series 2758, Class VG, 5.50%, due 02/15/15		116,370
	74,926	FHLMC, Series 2760, Class LB, 4.50%, due 01/15/33		79,738
	58,508	FHLMC, Series 2827, Class QE, 5.50%, due 03/15/33		60,405
	13,243	FHLMC, Series 2840, Class BC, 5.00%, due 01/15/32		13,263
	33,953	FHLMC, Series 2864, Class NA, 5.50%, due 01/15/31		34,721
	67,084	FHLMC, Series 2866, Class W, 4.50%, due 08/15/34		72,962
	83,467	FHLMC, Series 2881, Class AE, 5.00%, due 08/15/34		90,834
	119,313	FHLMC, Series 2899, Class KB, 4.50%, due 03/15/19		122,235
	39,221	FHLMC, Series 2931, Class AM, 4.50%, due 07/15/19		40,514
	146,564	FHLMC, Series 2931, Class DC, 4.00%, due 06/15/18		148,300
	182,619	FHLMC, Series 2931, Class QC, 4.50%, due 01/15/19		185,880
	50,000	FHLMC, Series 2962, Class YE, 4.50%, due 09/15/18		50,954
	24,346	FHLMC, Series 3001, Class BN, 4.50%, due 06/15/33		25,186
	126,629	FHLMC, Series 3035, Class PA, 5.50%, due 09/15/35		141,455
	8,656	FHLMC, Series 3088, Class CK, 5.50%, due 06/15/33		8,680
	34,986	FNMA, Pool # 255598, 5.00%, due 12/01/14		38,073
	68,741	FNMA, Pool # 254762, 5.00%, due 05/01/23		76,201
	36,221	FNMA, Pool # 254831, 5.00%, due 08/01/23		39,612
	109,461	FNMA, Pool # 254420, 6.00%, due 07/01/22		120,913
	143,326	FNMA, Pool # 254471, 6.00%, due 09/01/22		158,321
	53,814	FNMA, Pool # AE0081, 6.00%, due 07/01/24		59,516
	6,575	FNMA, Pool # 251812, 6.50%, due 07/01/13		6,724
	33,302	FNMA, Series 2001-51, Class GH, 5.50%, due 10/25/31		37,124
	19,186	FNMA, Series 2002-19, Class PE, 6.00%, due 04/25/17		20,413
	60,244	FNMA, Series 2002-63, Class NB, 5.50%, due 10/25/32		67,396
	81,972	FNMA, Series 2003-14, Class AQ, 3.50%, due 03/25/33		88,691
	93,448	FNMA, Series 2003-21, Class OA, 4.00%, due 03/25/33		101,084
	70,531	FNMA, Series 2003-35, Class UN, 4.25%, due 05/25/33		77,157
	48,978	FNMA, Series 2003-39, Class LD, 4.50%, due 10/25/22		50,098
	20,723	FNMA, Series 2003-42, Class EP, 4.00%, due 11/25/22		21,141
	16,022	FNMA, Series 2003-45, Class AB, 3.75%, due 05/25/33		16,436
	61,600	FNMA, Series 2003-64, Class TH, 5.00%, due 07/25/23		68,414
	30,000	FNMA, Series 2003-9, Class EB, 5.00%, due 02/25/18		33,305
	465	FNMA, Series 2003-92, Class GA, 4.50%, due 09/25/18		465
	55,652	FNMA, Series 2004-81, Class KD, 4.50%, due 07/25/18		56,591
	94,606	FNMA, Series 2005-62, Class CQ, 4.75%, due 07/25/35		100,994
	79,264	FNMA, Series 2007-59, Class AQ, 5.75%, due 07/25/35		83,949
	65,658	FNMA REMIC, Series 1998-37, Class VZ, 6.00%, due 06/17/28		74,165
	134,532	FNMA REMIC, Series 2004-90, Class GA, 4.35%, due 03/25/34		139,134
	111,511	FNMA REMIC, Series 2005-31, Class PA, 5.50%, due 10/25/34		122,260
	32,529	FNMA REMIC, Series 2005-58, Class MA, 5.50%, due 07/25/35		36,767
	98,051	GNMA, Series 2003-105, Class VH, 4.50%, due 01/16/28		100,985
	93,822	GNMA, Series 2003-15, Class PE, 5.50%, due 02/20/33		108,794
	58,552	GNMA, Series 2003-18, Class OA, 5.00%, due 10/20/31		67,133
	140,974	GNMA, Series 2005-77, Class BA, 5.00%, due 11/20/32		146,920
	55,662	GNMA, Series 2008-49, Class PG, 5.25%, due 11/20/37		60,286

See accompanying Notes to the Financial Statements. 117

Mercer US Short Maturity Fixed Income Fund

Schedule of Investments (Continued)

(showing percentage of net assets)

September 30, 2012 (Unaudited)

Par Value ($)		Description	Value ($)
		Mortgage Backed Securities - U.S. Government Agency Obligations — continued
	92,917	GNMA, Series 2008-51, Class PG, 5.00%, due 06/20/38		103,989
	54,296	GNMA REMIC, Series 2001-52, 6.00%, due 10/20/31		62,779
	111,077	GNMA REMIC, Series 2004-047, 5.00%, due 08/16/33		117,114
	81,448	GNMA REMIC, Series 2008-050, 5.50%, due 03/16/37		89,563
				5,084,938
		U.S. Government and Agency Obligations — 52.2%
	150,000	Federal Farm Credit Bank, 3.70%, due 05/15/13		153,277
	117,000	Federal Farm Credit Bank, 5.45%, due 12/11/13		124,302
	235,000	Federal Home Loan Bank, 2.38%, due 03/14/14		242,336
	80,000	Federal Home Loan Bank, 2.88%, due 09/11/15		85,694
	125,000	Federal Home Loan Bank, 3.13%, due 03/11/16		136,142
	910,000	Federal Home Loan Bank, 4.25%, due 06/14/13		936,031
	195,000	Federal Home Loan Bank, 5.13%, due 05/24/13		201,247
	300,000	Federal Home Loan Bank, 6.05%, due 05/12/14		327,818
	100,000	Federal Home Loan Mortgage Corp., 1.25%, due 05/12/17		102,487
	150,000	FHLMC, 0.50%, due 10/15/13		150,483
	500,000	FHLMC, 1.00%, due 08/20/14		506,369
	100,000	FHLMC, 1.00%, due 03/08/17		101,387
	490,000	FHLMC, 2.00%, due 08/25/16		517,374
	235,000	FHLMC, 2.50%, due 05/27/16		252,263
	280,000	FHLMC, 4.00%, due 06/12/13		287,439
	300,000	FHLMC, 4.13%, due 12/21/12		302,638
	175,000	FHLMC, 5.00%, due 01/30/14		186,110
	250,000	FHLMC, 5.25%, due 04/18/16		291,954
	1,000,000	FNMA, 0.50%, due 08/09/13		1,002,691
	50,000	FNMA, 1.13%, due 10/08/13		50,477
	700,000	FNMA, 1.25%, due 01/30/17		719,326
	150,000	FNMA, 1.38%, due 11/15/16		154,818
	100,000	FNMA, 2.25%, due 03/15/16		105,998
	560,000	FNMA, 4.63%, due 10/15/13		585,826
	445,000	FNMA, 4.75%, due 02/21/13		452,910
	150,000	FNMA, 4.88%, due 12/15/16		176,493
	300,000	U.S. Treasury Note, 0.25%, due 09/15/14		300,071
	100,000	U.S. Treasury Note, 0.38%, due 07/31/13		100,180
	250,000	U.S. Treasury Note, 0.50%, due 08/15/14		251,240
	150,000	U.S. Treasury Note, 0.50%, due 10/15/14		150,785
	140,000	U.S. Treasury Note, 0.50%, due 07/31/17		139,333
	70,000	U.S. Treasury Note, 0.63%, due 01/31/13		70,126
	150,000	U.S. Treasury Note, 0.63%, due 05/31/17		150,398
	270,000	U.S. Treasury Note, 0.63%, due 08/31/17		270,211
	1,000,000	U.S. Treasury Note, 0.75%, due 08/15/13		1,005,078
	300,000	U.S. Treasury Note, 0.75%, due 06/15/14		302,684
	650,000	U.S. Treasury Note, 0.88%, due 11/30/16		660,613
	350,000	U.S. Treasury Note, 0.88%, due 12/31/16		355,523
	755,000	U.S. Treasury Note, 0.88%, due 01/31/17		766,679
	420,000	U.S. Treasury Note, 0.88%, due 04/30/17		426,005
	1,300,000	U.S. Treasury Note, 1.00%, due 07/15/13		1,308,583

118 See accompanying Notes to the Financial Statements.

Mercer US Short Maturity Fixed Income Fund

Schedule of Investments (Continued)

(showing percentage of net assets)

September 30, 2012 (Unaudited)

Par Value ($)		Description	Value ($)
		U.S. Government and Agency Obligations — continued
	125,000	U.S. Treasury Note, 1.00%, due 05/15/14		126,572
	385,000	U.S. Treasury Note, 1.00%, due 08/31/16		393,241
	150,000	U.S. Treasury Note, 1.00%, due 09/30/16		153,211
	375,000	U.S. Treasury Note, 1.00%, due 10/31/16		382,939
	300,000	U.S. Treasury Note, 1.00%, due 03/31/17		306,047
	300,000	U.S. Treasury Note, 1.25%, due 04/15/14		304,723
	200,000	U.S. Treasury Note, 1.25%, due 08/31/15		205,469
	200,000	U.S. Treasury Note, 1.38%, due 01/15/13		200,750
	2,000,000	U.S. Treasury Note, 1.38%, due 03/15/13		2,011,406
	350,000	U.S. Treasury Note, 1.38%, due 11/30/15		361,348
	320,000	U.S. Treasury Note, 1.50%, due 06/30/16		332,800
	665,000	U.S. Treasury Note, 1.50%, due 07/31/16		691,860
	260,000	U.S. Treasury Note, 1.75%, due 04/15/13		262,255
	150,000	U.S. Treasury Note, 1.75%, due 07/31/15		156,117
	100,000	U.S. Treasury Note, 1.75%, due 05/31/16		104,867
	100,000	U.S. Treasury Note, 1.88%, due 02/28/14		102,348
	250,000	U.S. Treasury Note, 1.88%, due 06/30/15		260,820
	100,000	U.S. Treasury Note, 2.00%, due 01/31/16		105,461
	125,000	U.S. Treasury Note, 2.00%, due 04/30/16		132,139
	100,000	U.S. Treasury Note, 2.13%, due 11/30/14		104,024
	200,000	U.S. Treasury Note, 2.13%, due 12/31/15		211,453
	135,000	U.S. Treasury Note, 2.13%, due 02/29/16		143,068
	200,000	U.S. Treasury Note, 2.25%, due 01/31/15		209,219
	190,000	U.S. Treasury Note, 2.38%, due 03/31/16		203,137
	70,000	U.S. Treasury Note, 2.50%, due 04/30/15		73,992
	150,000	U.S. Treasury Note, 2.50%, due 06/30/17		163,465
	150,000	U.S. Treasury Note, 2.63%, due 07/31/14		156,551
	200,000	U.S. Treasury Note, 2.63%, due 04/30/16		215,891
	100,000	U.S. Treasury Note, 2.75%, due 05/31/17		110,086
	180,000	U.S. Treasury Note, 3.13%, due 10/31/16		199,308
	160,000	U.S. Treasury Note, 3.25%, due 12/31/16		178,488
	150,000	U.S. Treasury Note, 4.25%, due 08/15/15		166,863
				23,141,317
		TOTAL DEBT OBLIGATIONS (COST $43,414,799)		43,870,082
		SHORT-TERM INVESTMENTS — 1.0%
		Bank Deposit — 1.0%
	435,622	State Street Bank & Trust Euro Time Deposit, 0.01%, due 10/01/12		435,622
		TOTAL SHORT-TERM INVESTMENTS (COST $435,622)		435,622
		TOTAL INVESTMENTS — 99.9% (Cost $43,850,421)		44,305,704
		Other Assets and Liabilities (net) — 0.1%		59,199
		NET ASSETS — 100.0%	$	44,364,903

See accompanying Notes to the Financial Statements. 119

Mercer US Short Maturity Fixed Income Fund

Schedule of Investments (Continued)

(showing percentage of net assets)

September 30, 2012 (Unaudited)

	Notes to Schedule of Investments:
	FHLMC — Federal Home Loan Mortgage Corporation
	FNMA — Federal National Mortgage Association
	GNMA — Government National Mortgage Association
	REMIC — Real Estate Mortgage Investment Conduit
¤	Illiquid security. The total market value of the securities at period end is $1 which represents 0.0% of net assets. The aggregate tax cost of these securities held at September 30, 2012 was $77,673.
†	Floating rate note. Rate shown is as of September 30, 2012.
144A	Securities exempt from registration under Rule 144A of the Securities Act of 1933. These securities may be resold in transactions exempt from registration, normally to qualified institutional buyers. The total market value of the securities at period end is $1,540,249 which represents 3.5% of net assets.

120 See accompanying Notes to the Financial Statements.

Mercer US Short Maturity Fixed Income Fund

Schedule of Investments (Continued)

September 30, 2012 (Unaudited)

Asset Class Summary (Unaudited)	% of Net Assets
Debt Obligations		98.9
Short-Term Investments		1.0
Other Assets and Liabilities (net)		0.1
		100.0	%

See accompanying Notes to the Financial Statements. 121

Mercer Funds

Statements of Assets and Liabilities

September 30, 2012 (Unaudited)

	Mercer US Large Cap Growth Equity Fund				Mercer US Large Cap Value Equity Fund				Mercer US Small/Mid Cap Growth Equity Fund				Mercer US Small/Mid Cap Value Equity Fund
Assets
Investments, at value(a)		$	465,868,962			$	472,263,490			$	395,204,221			$	369,253,734
Cash			—				—				1,921				734
Receivable for investments sold			3,061,776				2,247,955				610,905				1,493,256
Dividend and interest receivable			330,922				760,607				229,002				404,571
Cash collateral held at broker on open future contracts			—				—				—				5
Receivable for variation margin on open futures contracts			—				—				—				950
Receivable for expenses reimbursed by Advisor			19,097				16,069				12,707				11,521
Foreign tax reclaims receivable			—				11,407				643				—
Securities lending income receivable			2,264				10,364				48,080				12,976
Prepaid expenses			9,061				9,028				6,178				6,176
Total assets			469,292,082				475,318,920				396,113,657				371,183,923
Liabilities
Payable for investments purchased			1,137,190				441,188				2,921,927				4,960,473
Payable for Fund shares repurchased			205,517				200,000				500,000				500,000
Due to custodian			—				196,053				—				—
Payable for variation margin on open futures contracts			—				—				—				38
Obligation to return securities lending collateral			4,827,930				12,988,085				43,891,237				19,948,386
Payable to affiliate for:
Advisor fee			210,707				202,898				251,700				249,541
Trustees fees			4,350				4,662				2,959				3,013
Accrued expenses			56,096				52,943				54,925				47,295
Total liabilities			6,441,790				14,085,829				47,622,748				25,708,746
Net assets		$	462,850,292			$	461,233,091			$	348,490,909			$	345,475,177
Net assets consist of:
Paid-in capital			363,905,013				516,222,587				291,020,784				305,360,035
Accumulated undistributed (distributions in excess of) net investment income			1,369,908				6,543,688				(126,521	)			2,011,670
Accumulated net realized gain (loss)			(3,300,812	)			(118,212,991	)			24,543,157				8,714,608
Net unrealized appreciation on investments and futures contracts			100,876,183				56,679,807				33,053,489				29,388,864
Net assets		$	462,850,292			$	461,233,091			$	348,490,909			$	345,475,177
Net assets attributable to:
Class Y-3 shares		$	462,850,292			$	461,233,091			$	348,490,909			$	345,475,177
Shares outstanding:
Class Y-3			35,155,636				51,881,122				30,262,622				34,722,028
Net asset value per share:
Class Y-3		$	13.17			$	8.89			$	11.52			$	9.95
(a)    Investments at cost			364,992,779				415,583,683				362,150,732				339,865,782

122 See accompanying Notes to the Financial Statements.

Mercer Funds

Statements of Assets and Liabilities (Continued)

September 30, 2012 (Unaudited)

	Mercer Non-US Core Equity Fund			Mercer Core Opportunistic Fixed Income Fund			Mercer Emerging Markets Equity Fund			Mercer US Short Maturity Fixed Income Fund
Assets
Investments, at value(a)		$	1,901,506,017		$	1,350,564,215		$	311,391,905		$	44,305,704
Foreign currency, at value(b)			12,698,523			478,180			1,245,421			—
Cash			—			1,484,904			—			5,869
Receivable for investments sold			18,441,525			10,987,585			—			1,730
Receivable for when-issued securities sold			—			95,122,305			—			—
Receivable for Fund shares sold			—			229,054			—			—
Dividend and interest receivable			6,508,287			7,664,802			314,093			238,346
Due from broker			—			—			340,000			—
Cash collateral on open swap contracts held at broker			—			112,000			1,460,000			—
Receivable for open forward foreign currency contracts			—			310,701			548,466			—
Cash collateral held at broker on open future contracts			—			339,518			614,694			—
Receivable for variation margin on open futures contracts			—			25,774			96,497			—
Receivable for expenses reimbursed by Advisor			—			47,029			64,105			7,426
Swap contracts, at value (up-front net premiums paid of $0, $253,461, $0 and $0, respectively)			—			756,833			—			—
Variation margin receivable on swap contracts			—			450,037			—			—
Foreign tax reclaims receivable			1,623,294			—			4,717			—
Securities lending income receivable			97,874			7,353			510			16
Prepaid expenses			35,250			21,018			1,647			411
Total assets			1,940,910,770			1,468,601,308			316,082,055			44,559,502
Liabilities
Payable for investments purchased			30,877,837			27,841,821			2,964,135			157,147
Payable for when-issued securities purchased			—			203,195,065			—			—
Payable for Fund shares repurchased			3,873,962			—			—			—
Due to custodian			166			—			23,450			—
Swap contracts, at value (up-front net premiums paid of $0, $29,444, $0 and $0, respectively)			—			222,792			24,494			—
Variation margin payable on swap contracts			—			10,313			—			—
Payable for open forward foreign currency contracts			—			1,008,619			636,064			—
Cash collateral on TBA due to broker			—			1,400,000			—			—
Cash collateral on open swap contracts due to broker			—			615,000			—			—
Cash collateral due to broker on open future contracts			—			435,898			—			—
Payable for variation margin on open futures contracts			—			9,111			—			—
Obligation to return securities lending collateral			60,797,558			15,281,785			3,377,403			—
Payable to affiliate for:
Advisor fee			1,151,433			305,981			130,756			9,108
Trustees fees			18,432			10,471			4,219			397
Written options, at value(c)			—			233,891			—			—
TBA Sale Commitments(d)			—			46,123,178			—			—
Accrued expenses			889,456			168,464			114,681			27,947
Total liabilities			97,608,844			296,862,389			7,275,202			194,599
Net assets		$	1,843,301,926		$	1,171,738,919		$	308,806,853		$	44,364,903

See accompanying Notes to the Financial Statements. 123

Mercer Funds

Statements of Assets and Liabilities (Continued)

September 30, 2012 (Unaudited)

	Mercer Non-US Core Equity Fund				Mercer Core Opportunistic Fixed Income Fund			Mercer Emerging Markets Equity Fund				Mercer US Short Maturity Fixed Income Fund
Net assets consist of:
Paid-in capital		$	1,884,580,835			$	1,075,653,904		$	303,618,349			$	47,977,079
Accumulated undistributed net investment income			46,848,554				22,391,926			1,453,322				387,325
Accumulated net realized gain (loss)			(187,046,231	)			22,981,345			(216,184	)			(4,454,784	)
Net unrealized appreciation on investments, futures contracts, options written, short sales, swap contracts and foreign currencies			98,918,768				50,711,744			3,951,366				455,283
Net assets		$	1,843,301,926			$	1,171,738,919		$	308,806,853			$	44,364,903
Net assets attributable to:
Class Y-3 shares		$	1,843,301,926			$	1,171,738,919		$	308,806,853			$	44,364,903
Shares outstanding:
Class Y-3			190,002,916				105,536,636			30,881,041				4,593,247
Net asset value per share:
Class Y-3		$	9.70			$	11.10		$	10.00			$	9.66
(a)    Investments at cost			1,802,208,298				1,299,066,138			307,407,958				43,850,421
(b)    Foreign currency at cost			12,653,144				485,461			1,234,692				—
(c)    Premiums on written options			—				369,519			—				—
(d)    Proceeds for TBA Sale Commitments			—				46,050,625			—				—

124 See accompanying Notes to the Financial Statements.

Mercer Funds

Statements of Operations

For the Six Months Ended September 30, 2012 (Unaudited)

	Mercer US Large Cap Growth Equity Fund				Mercer US Large Cap Value Equity Fund				Mercer US Small/Mid Cap Growth Equity Fund				Mercer US Small/Mid Cap Value Equity Fund
Investment Income:
Interest		$	532			$	297			$	497			$	409
Dividends			2,131,387				6,008,649				1,185,046				2,920,352
Securities lending income			11,075				25,989				143,733				45,019
Withholding taxes			(13,723	)			(90,438	)			(7,095	)			—
Total investment income			2,129,271				5,944,497				1,322,181				2,965,780
Expenses:
Advisory fees			1,228,830				1,175,523				1,388,901				1,373,270
Transfer agent fees			19,475				19,319				14,262				14,124
Custodian and fund accounting fees			68,588				54,772				87,447				78,155
Audit fees			23,751				22,730				21,445				23,206
Legal fees			16,330				16,466				10,641				11,640
Trustees fees			12,916				13,021				8,605				8,494
Registration fees			217				—				3,145				3,303
Blue Sky fees			12,816				12,847				12,905				12,905
Miscellaneous			22,763				23,137				15,850				15,419
Total expenses			1,405,686				1,337,815				1,563,201				1,540,516
Fee reductions			(3,218	)			(3,226	)			(3,246	)			(3,234	)
Reimbursement of expenses			(128,956	)			(114,738	)			(112,455	)			(106,021	)
Net expenses			1,273,512				1,219,851				1,447,500				1,431,261
Net investment income (loss)			855,759				4,724,646				(125,319	)			1,534,519
Realized and Unrealized Gain (Loss):
Net realized gain (loss) on:
Investments			8,181,406				14,454,901				6,489,419				3,762,722
Closed futures contracts			—				—				—				76,098
Forward foreign currency contracts and foreign currency related transactions			123				(52	)			—				—
Net realized gain			8,181,529				14,454,849				6,489,419				3,838,820
Change in net unrealized appreciation (depreciation) on:
Investments			(11,738,889	)			(9,388,691	)			(6,227,427	)			(2,457,949	)
Open futures contracts			—				—				—				(8,068	)
Forward foreign currency contracts and foreign currency related translations			—				83				—				—
Change in net unrealized appreciation (depreciation)			(11,738,889	)			(9,388,608	)			(6,227,427	)			(2,466,017	)
Net realized and unrealized gain (loss)			(3,557,360	)			5,066,241				261,992				1,372,803
Net increase (decrease) in net assets resulting from operations		$	(2,701,601	)		$	9,790,887			$	136,673			$	2,907,322

See accompanying Notes to the Financial Statements. 125

Mercer Funds

Statements of Operations (Continued)

For the Six Months Ended September 30, 2012 (Unaudited)

	Mercer Non-US Core Equity Fund				Mercer Core Opportunistic Fixed Income Fund				Mercer Emerging Markets Equity Fund(a)				Mercer US Short Maturity Fixed Income Fund
Investment Income:
Interest		$	4,947			$	16,007,108			$	713			$	332,294
Dividends			41,506,578				97,553				2,233,039				—
Securities lending income			254,181				21,898				1,661				41
Withholding taxes			(3,804,493	)			—				(256,825	)			—
Other income			5,037				26,745				—				—
Total investment income			37,966,250				16,153,304				1,978,588				332,335
Expenses:
Advisory fees			6,701,883				1,806,354				437,499				55,383
Transfer agent fees			69,199				41,643				6,227				4,767
Custodian and fund accounting fees			919,961				243,267				206,313				27,126
Audit fees			50,430				43,822				23,312				21,306
Legal fees			69,389				39,721				22,754				1,513
Trustees fees			53,053				30,017				5,559				1,249
Registration fees			8,670				—				9,816				—
Blue Sky fees			12,911				12,847				12,704				12,035
Tax expense			13,008				—				5,431				—
Interest expense			—				—				238				—
Miscellaneous			96,235				55,932				7,947				2,045
Total expenses			7,994,739				2,273,603				737,800				125,424
Fee reductions			(3,313	)			(3,254	)			(3,293	)			(3,134	)
Reimbursement of expenses			(417,414	)			(328,760	)			(209,241	)			(51,396	)
Net expenses			7,574,012				1,941,589				525,266				70,894
Net investment income			30,392,238				14,211,715				1,453,322				261,441
Realized and Unrealized Gain (Loss):
Net realized gain (loss) on:
Investments			(11,435,145	)			9,298,577				(325,540	)			4,507
Swap contracts			—				(18,678	)			164,055				—
Closed futures contracts			—				(482,664	)			(262,752	)			—
Written option contracts			—				381,422				—				—
Forward foreign currency contracts and foreign currency related transactions			(683,053	)			1,100,663				208,053				—
Net realized gain (loss)			(12,118,198	)			10,279,320				(216,184	)			4,507
Change in net unrealized appreciation (depreciation) on:
Investments			(12,474,627	)			26,852,654				3,983,947				153,611
TBA Sale Commitments			—				(25,835	)			—				—
Swap contracts			—				440,223				(24,494	)			—
Open futures contracts			—				(456,346	)			95,120				—
Written option contracts			—				(49,526	)			—				—
Forward foreign currency contracts and foreign currency related translations			39,870				(751,550	)			(103,207	)			—
Change in net unrealized appreciation (depreciation)			(12,434,757	)			26,009,620				3,951,366				153,611
Net realized and unrealized gain (loss)			(24,552,955	)			36,288,940				3,735,182				158,118
Net increase in net assets resulting from operations		$	5,839,283			$	50,500,655			$	5,188,504			$	419,559
(a)    The Fund commenced operations on May 1, 2012.

126 See accompanying Notes to the Financial Statements.

Mercer Funds

Statements of Changes in Net Assets

	Mercer US Large Cap Growth Equity Fund								Mercer US Large Cap Value Equity Fund
	Six Months Ended September 30, 2012 (Unaudited)				Year Ended March 31, 2012				Six Months Ended September 30, 2012 (Unaudited)				Year Ended March 31, 2012
Increase (decrease) in Net Assets:
Operations:
Net investment income (loss)		$	855,759			$	1,357,824			$	4,724,646			$	8,284,194
Net realized gain (loss)			8,181,529				27,376,893				14,454,849				26,148,223
Change in net unrealized appreciation (depreciation)			(11,738,889	)			13,735,799				(9,388,608	)			2,063,980
Net increase (decrease) in net assets from operations			(2,701,601	)			42,470,516				9,790,887				36,496,397
Distributions to shareholders from:
Net investment income
Class Y-3			—				(799,812	)			—				(7,996,540	)
Total distributions from net investment income			—				(799,812	)			—				(7,996,540	)
Net share transactions:
Class Y-3			(88,906	)			(3,869,902	)			(8,556,505	)			10,980,991
Increase (decrease) in net assets resulting from net shares transactions			(88,906	)			(3,869,902	)			(8,556,505	)			10,980,991
Net increase (decrease) in net assets			(2,790,507	)			37,800,802				1,234,382				39,480,848
Net assets:
Beginning of period			465,640,799				427,839,997				459,998,709				420,517,861
End of period		$	462,850,292			$	465,640,799			$	461,233,091			$	459,998,709
Undistributed net investment income included in net assets at end of period		$	1,369,908			$	514,149			$	6,543,688			$	1,819,042

See accompanying Notes to the Financial Statements. 127

Mercer Funds

Statements of Changes in Net Assets (Continued)

	Mercer US Small/Mid Cap Growth Equity Fund								Mercer US Small/Mid Cap Value Equity Fund
	Six Months Ended September 30, 2012 (Unaudited)				Year Ended March 31, 2012				Six Months Ended September 30, 2012 (Unaudited)				Year Ended March 31, 2012
Increase (decrease) in Net Assets:
Operations:
Net investment income (loss)		$	(125,319	)		$	(978,689	)		$	1,534,519			$	1,594,458
Net realized gain (loss)			6,489,419				41,622,361				3,838,820				28,195,351
Change in net unrealized appreciation (depreciation)			(6,227,427	)			(29,177,990	)			(2,466,017	)			(27,648,458	)
Net increase in net assets from operations			136,673				11,465,682				2,907,322				2,141,351
Distributions to shareholders from:
Net investment income
Class Y-3			—				—				—				(1,204,230	)
Total distributions from net investment income			—				—				—				(1,204,230	)
Net realized gains
Class Y-3			—				(25,512,817	)			—				(15,751,437	)
Total distributions from net realized gains			—				(25,512,817	)			—				(15,751,437	)
Net share transactions:
Class Y-3			48,178,429				13,243,135				50,176,667				11,579,614
Increase in net assets resulting from net shares transactions			48,178,429				13,243,135				50,176,667				11,579,614
Net increase (decrease) in net assets			48,315,102				(804,000	)			53,083,989				(3,234,702	)
Net assets:
Beginning of period			300,175,807				300,979,807				292,391,188				295,625,890
End of period		$	348,490,909			$	300,175,807			$	345,475,177			$	292,391,188
Undistributed (distributions in excess of) net investment income included in net assets at end of period		$	(126,521	)		$	(1,202	)		$	2,011,670			$	477,151

128 See accompanying Notes to the Financial Statements.

Mercer Funds

Statements of Changes in Net Assets (Continued)

	Mercer Non-US Core Equity Fund								Mercer Core Opportunistic Fixed Income Fund
	Six Months Ended September 30, 2012 (Unaudited)				Year Ended March 31, 2012				Six Months Ended September 30, 2012 (Unaudited)			Year Ended March 31, 2012
Increase (decrease) in Net Assets:
Operations:
Net investment income (loss)		$	30,392,238			$	41,869,765			$	14,211,715		$	32,747,286
Net realized gain (loss)			(12,118,198	)			(57,710,897	)			10,279,320			26,872,362
Change in net unrealized appreciation (depreciation)			(12,434,757	)			(34,610,696	)			26,009,620			19,571,109
Net increase (decrease) in net assets from operations			5,839,283				(50,451,828	)			50,500,655			79,190,757
Distributions to shareholders from:
Net investment income
Class Y-3			—				(32,578,616	)			—			(28,936,893	)
Total distributions from net investment income			—				(32,578,616	)			—			(28,936,893	)
Net realized gains
Class Y-3			—				—				—			(12,292,840	)
Total distributions from net realized gains			—				—				—			(12,292,840	)
Net share transactions:
Class Y-3			(55,321,579	)			412,286,027				95,614,675			(55,364,759	)
Increase (decrease) in net assets resulting from net shares transactions			(55,321,579	)			412,286,027				95,614,675			(55,364,759	)
Net increase (decrease) in net assets			(49,482,296	)			329,255,583				146,115,330			(17,403,735	)
Net assets:
Beginning of period			1,892,784,222				1,563,528,639				1,025,623,589			1,043,027,324
End of period		$	1,843,301,926			$	1,892,784,222			$	1,171,738,919		$	1,025,623,589
Undistributed net investment income included in net assets at end of period		$	46,848,554			$	16,456,316			$	22,391,926		$	8,180,211

See accompanying Notes to the Financial Statements. 129

Mercer Funds

Statements of Changes in Net Assets (Continued)

	Mercer Emerging Markets Equity Fund				Mercer US Short Maturity Fixed Income Fund
	Period Ended September 30, 2012 (Unaudited)(a)				Six Months Ended September 30, 2012 (Unaudited)				Year Ended March 31, 2012
Increase (decrease) in Net Assets:
Operations:
Net investment income (loss)		$	1,453,322			$	261,441			$	731,854
Net realized gain (loss)			(216,184	)			4,507				170,629
Change in net unrealized appreciation (depreciation)			3,951,366				153,611				140,991
Net increase in net assets from operations			5,188,504				419,559				1,043,474
Distributions to shareholders from:
Net investment income
Class Y-3			—				—				(857,686	)
Total distributions from net investment income			—				—				(857,686	)
Net share transactions:
Class Y-3			303,618,349				(220,729	)			(23,969,220	)
Increase (decrease) in net assets resulting from net shares transactions			303,618,349				(220,729	)			(23,969,220	)
Net increase (decrease) in net assets			308,806,853				198,830				(23,783,432	)
Net assets:
Beginning of period			—				44,166,073				67,949,505
End of period		$	308,806,853			$	44,364,903			$	44,166,073
Undistributed net investment income included in net assets at end of period		$	1,453,322			$	387,325			$	125,884

(a) The Fund commenced operations on May 1, 2012.

130 See accompanying Notes to the Financial Statements.

Mercer US Large Cap Growth Equity Fund

Financial Highlights

(For a Class Y-3 share outstanding throughout each period)

	Period Ended 09/30/12 (Unaudited)				Year Ended 03/31/12				Year Ended 03/31/11				Year Ended 03/31/10				Year Ended 03/31/09				Year Ended 03/31/08
Net asset value at beginning of period		$	13.27			$	12.19			$	10.08			$	6.85			$	10.20			$	10.54
Net investment income†			0.02				0.04				0.03				0.05				0.04				0.03
Net realized and unrealized gain (loss) on investments			(0.12	)			1.06				2.12				3.23				(3.37	)			(0.06	)
Total from investment operations			(0.10	)			1.10				2.15				3.28				(3.33	)			(0.03	)
Less dividends and distributions:
From net investment income			—				(0.02	)			(0.04	)			(0.05	)			(0.02	)			(0.03	)
From net realized gain on investments			—				—				—				—				—				(0.28	)
Total dividends and distributions			—				(0.02	)			(0.04	)			(0.05	)			(0.02	)			(0.31	)
Net asset value at end of period		$	13.17			$	13.27			$	12.19			$	10.08			$	6.85			$	10.20
Total investment return(a)			(0.75	)%**			9.08	%			21.38	%			47.85	%			(32.62	)%			(0.55	)%
Ratios/Supplemental Data:
Net investment income to average net assets			0.38	%*			0.33	%			0.27	%			0.54	%			0.43	%			0.25	%
Net expenses to average daily net assets			0.57	%*			0.57	%			0.57	%			0.57	%			0.57	%			0.57	%
Total expenses (before reimbursements) to average daily net assets			0.63	%*			0.63	%			0.64	%			0.66	%			0.65	%			0.68	%
Portfolio turnover rate			30	%**			64	%			106	%(b)			102	%			93	%			129	%
Net assets at end of period (in 000’s)		$	462,850			$	465,641			$	427,840			$	359,792			$	277,740			$	381,775

(a) The total return would have been lower had certain expenses not been reimbursed during the periods shown.

(b) Portfolio turnover calculation does not include $23,568,413 of in-kind contributions.

† Computed using average shares outstanding throughout the period.

* Annualized

** Not annualized

See accompanying Notes to the Financial Statements. 131

Mercer US Large Cap Value Equity Fund

Financial Highlights (Continued)

(For a Class Y-3 share outstanding throughout each period)

	Period Ended 09/30/12 (Unaudited)				Year Ended 03/31/12				Year Ended 03/31/11				Year Ended 03/31/10				Year Ended 03/31/09				Year Ended 03/31/08
Net asset value at beginning of period		$	8.71			$	8.25			$	7.52			$	5.18			$	9.39			$	11.77
Net investment income†			0.09				0.16				0.11				0.11				0.19				0.20
Net realized and unrealized gain (loss) on investments			0.09				0.45				0.72				2.37				(4.23	)			(1.77	)
Total from investment operations			0.18				0.61				0.83				2.48				(4.04	)			(1.57	)
Less dividends and distributions:
From net investment income			—				(0.15	)			(0.10	)			(0.14	)			(0.17	)			(0.16	)
From net realized gain on investments			—				—				—				—				(0.00	)(a)			(0.65	)
Total dividends and distributions			—				(0.15	)			(0.10	)			(0.14	)			(0.17	)			(0.81	)
Net asset value at end of period		$	8.89			$	8.71			$	8.25			$	7.52			$	5.18			$	9.39
Total investment return(b)			2.07	%**			7.69	%			11.07	%			47.96	%			(43.31	)%			(13.95	)%
Ratios/Supplemental Data:
Net investment income to average net assets			2.13	%*			2.03	%			1.52	%			1.69	%			2.57	%			1.76	%
Net expenses to average daily net assets			0.55	%*			0.55	%			0.55	%			0.55	%			0.55	%			0.55	%
Total expenses (before reimbursements) to average daily net assets			0.60	%*			0.62	%			0.63	%			0.64	%			0.64	%			0.67	%
Portfolio turnover rate			27	%**			109	%			117	%(c)			128	%			238	%			132	%
Net assets at end of period (in 000’s)		$	461,233			$	459,999			$	420,518			$	357,787			$	255,400			$	376,226

(a) Amount rounds to less than $0.01 per share.

(b) The total return would have been lower had certain expenses not been reimbursed during the periods shown.

(c) Portfolio turnover calculation does not include $21,956,759 of in-kind contributions.

† Computed using average shares outstanding throughout the period.

* Annualized

** Not annualized

132 See accompanying Notes to the Financial Statements.

Mercer US Small/Mid Cap Growth Equity Fund

Financial Highlights (Continued)

(For a Class Y-3 share outstanding throughout each period)

	Period Ended 09/30/12 (Unaudited)				Year Ended 03/31/12				Year Ended 03/31/11				Year Ended 03/31/10				Year Ended 03/31/09				Year Ended 03/31/08
Net asset value at beginning of period		$	11.62			$	12.49			$	9.75			$	6.19			$	9.84			$	11.66
Net investment loss†			(0.00	)(a)			(0.04	)			(0.03	)			(0.04	)			(0.03	)			(0.05	)
Net realized and unrealized gain (loss) on investments			(0.10	)			0.27				2.77				3.60				(3.55	)			(0.94	)
Total from investment operations			(0.10	)			0.23				2.74				3.56				(3.58	)			(0.99	)
Less dividends and distributions:
From net realized gain on investments			—				(1.10	)			—				—				(0.07	)			(0.83	)
Total dividends and distributions			—				(1.10	)			—				—				(0.07	)			(0.83	)
Net asset value at end of period		$	11.52			$	11.62			$	12.49			$	9.75			$	6.19			$	9.84
Total investment return(b)			(0.86	)%**			3.36	%			28.10	%			57.51	%			(36.43	)%			(9.40	)%
Ratios/Supplemental Data:
Net investment loss to average net assets			(0.08	)%*			(0.36	)%			(0.34	)%			(0.45	)%			(0.36	)%			(0.39	)%
Net expenses to average daily net assets			0.94	%*			0.92	%			0.92	%			0.92	%			0.92	%			0.92	%
Total expenses (before reimbursements) to average daily net assets			1.01	%*			1.01	%			1.02	%			1.04	%			1.07	%			1.07	%
Portfolio turnover rate			26	%**			95	%			107	%			92	%			170	%			95	%
Net assets at end of period (in 000’s)		$	348,491			$	300,176			$	300,980			$	220,665			$	133,116			$	161,362

(a) Amount rounds to less than $0.01 per share.

(b) The total return would have been lower had certain expenses not been reimbursed during the periods shown.

† Computed using average shares outstanding throughout the period.

* Annualized

** Not annualized

See accompanying Notes to the Financial Statements. 133

Mercer US Small/Mid Cap Value Equity Fund

Financial Highlights (Continued)

(For a Class Y-3 share outstanding throughout each period)

	Period Ended 09/30/12 (Unaudited)				Year Ended 03/31/12				Year Ended 03/31/11				Year Ended 03/31/10				Year Ended 03/31/09				Year Ended 03/31/08
Net asset value at beginning of period		$	9.94			$	10.64			$	8.64			$	5.26			$	8.85			$	11.32
Net investment income†			0.05				0.06				0.05				0.06				0.09				0.10
Net realized and unrealized gain (loss) on investments			(0.04	)			(0.14	)			2.05				3.35				(3.61	)			(2.13	)
Total from investment operations			0.01				(0.08	)			2.10				3.41				(3.52	)			(2.03	)
Less dividends and distributions:
From net investment income			—				(0.04	)			(0.10	)			(0.03	)			(0.06	)			(0.07	)
From net realized gain on investments			—				(0.58	)			—				—				(0.01	)			(0.37	)
Total dividends and distributions			—				(0.62	)			(0.10	)			(0.03	)			(0.07	)			(0.44	)
Net asset value at end of period		$	9.95			$	9.94			$	10.64			$	8.64			$	5.26			$	8.85
Total investment return(a)			0.10	%**			(0.03	)%			24.36	%			64.86	%			(39.85	)%			(18.26	)%
Ratios/Supplemental Data:
Net investment income to average net assets			1.01	%*			0.60	%			0.65	%			0.81	%			1.20	%			1.01	%
Net expenses to average daily net assets			0.94	%*			0.92	%			0.92	%			0.92	%			0.92	%			0.92	%
Total expenses (before reimbursements) to average daily net assets			1.01	%*			1.01	%			1.02	%			1.07	%			1.08	%			1.07	%
Portfolio turnover rate			36	%**			92	%			95	%			119	%			120	%			71	%
Net assets at end of period (in 000’s)		$	345,475			$	292,391			$	295,626			$	222,102			$	124,586			$	144,167

(a) The total return would have been lower had certain expenses not been reimbursed during the periods shown.

† Computed using average shares outstanding throughout the period.

* Annualized

** Not annualized

134 See accompanying Notes to the Financial Statements.

Mercer Non-US Core Equity Fund

Financial Highlights (Continued)

(For a Class Y-3 share outstanding throughout each period)

	Period Ended 09/30/12 (Unaudited)				Year Ended 03/31/12				Year Ended 03/31/11				Year Ended 03/31/10				Year Ended 03/31/09				Year Ended 03/31/08
Net asset value at beginning of period		$	9.72			$	10.46			$	9.73			$	6.29			$	12.76			$	13.76
Net investment income†			0.15				0.25				0.17				0.17				0.25				0.32
Net realized and unrealized gain (loss) on investments			(0.17	)			(0.81	)			0.74				3.38				(6.51	)			(0.41	)
Total from investment operations			(0.02	)			(0.56	)			0.91				3.55				(6.26	)			(0.09	)
Less dividends and distributions:
From net investment income			—				(0.18	)			(0.18	)			(0.11	)			(0.12	)			(0.21	)
From net realized gain on investments			—				—				—				—				(0.09	)			(0.70	)
Total dividends and distributions			—				(0.18	)			(0.18	)			(0.11	)			(0.21	)			(0.91	)
Net asset value at end of period		$	9.70			$	9.72			$	10.46			$	9.73			$	6.29			$	12.76
Total investment return(a)			(0.21	)%**			(5.15	)%			9.45	%			56.52	%			(49.30	)%			(1.09	)%
Ratios/Supplemental Data:
Net investment income to average net assets			3.35	%*			2.57	%			1.76	%			1.93	%			2.68	%			2.28	%
Net expenses to average daily net assets			0.83	%*			0.82	%			0.82	%			0.82	%			0.82	%			0.82	%
Total expenses (before reimbursements) to average daily net assets, excluding tax expense			0.88	%*			0.92	%			0.92	%			0.94	%			0.95	%			0.96	%
Portfolio turnover rate			45	%**			105	%(b)			87	%			51	%			64	%			72	%
Net assets at end of period (in 000’s)		$	1,843,302			$	1,892,784			$	1,563,529			$	1,042,831			$	485,543			$	624,426

(a) The total return would have been lower had certain expenses not been reimbursed during the periods shown.

(b) Portfolio turnover calculation does not include $9,536,640 of in-kind transactions.

† Computed using average shares outstanding throughout the period.

* Annualized

** Not annualized

See accompanying Notes to the Financial Statements. 135

Mercer Core Opportunistic Fixed Income Fund

Financial Highlights (Continued)

(For a Class Y-3 share outstanding throughout each period)

	Period Ended 09/30/12 (Unaudited)				Year Ended 03/31/12				Year Ended 03/31/11				Year Ended 03/31/10				Year Ended 03/31/09				Year Ended 03/31/08
Net asset value at beginning of period		$	10.58			$	10.23			$	10.11			$	9.00			$	10.24			$	10.21
Net investment income†			0.15				0.33				0.29				0.40				0.50				0.51
Net realized and unrealized gain (loss) on investments			0.37				0.46				0.34				0.98				(0.91	)			(0.10	)
Total from investment operations			0.52				0.79				0.63				1.38				(0.41	)			0.41
Less dividends and distributions:
From net investment income			—				(0.31	)			(0.36	)			(0.27	)			(0.63	)			(0.38	)
From net realized gain on investments			—				(0.13	)			(0.15	)			—				(0.20	)			—
Total dividends and distributions			—				(0.44	)			(0.51	)			(0.27	)			(0.83	)			(0.38	)
Net asset value at end of period		$	11.10			$	10.58			$	10.23			$	10.11			$	9.00			$	10.24
Total investment return(a)			4.91	%**			7.88	%			6.25	%			15.34	%			(3.90	)%			4.08	%
Ratios/Supplemental Data:
Net investment income to average net assets			2.71	%*			3.13	%			2.79	%			4.12	%			5.16	%			4.94	%
Net expenses to average daily net assets			0.37	%*			0.37	%			0.37	%			0.37	%			0.37	%			0.37	%
Total expenses (before reimbursements) to average daily net assets			0.43	%*			0.44	%			0.45	%			0.47	%			0.47	%			0.48	%
Portfolio turnover rate			54	%**			181	%			379	%			276	%			229	%			229	%
Net assets at end of period (in 000’s)		$	1,171,739			$	1,025,624			$	1,043,027			$	758,780			$	394,347			$	527,340

(a) The total return would have been lower had certain expenses not been reimbursed during the periods shown.

† Computed using average shares outstanding throughout the period.

* Annualized

** Not annualized

136 See accompanying Notes to the Financial Statements.

Mercer Emerging Markets Equity Fund

Financial Highlights (Continued)

(For a Class Y-3 share outstanding throughout the period)

	Period Ended 09/30/12 (Unaudited)(a)
Net asset value at beginning of period		$	10.00
Net investment income†			0.10
Net realized and unrealized gain (loss) on investments			(0.10	)
Total from investment operations			(0.00	)
Net asset value at end of period		$	10.00
Total investment return(b)			0.00	%**
Ratios/Supplemental Data:
Net investment income to average net assets			2.66	%*
Net expenses to average daily net assets			0.95	%*
Total expenses (before reimbursements) to average daily net assets, excluding interest and tax expense			1.34	%*
Portfolio turnover rate			13	%**
Net assets at end of period (in 000’s)		$	308,807

(a) The Fund commenced operations on May 1, 2012.

(b) The total return would have been lower had certain expenses not been reimbursed during the period shown.

† Computed using average shares outstanding throughout the period.

* Annualized

** Not annualized

See accompanying Notes to the Financial Statements. 137

Mercer US Short Maturity Fixed Income Fund

Financial Highlights (Continued)

(For a Class Y-3 share outstanding throughout each period)

	Period Ended 09/30/12 (Unaudited)				Year Ended 03/31/12				Year Ended 03/31/11				Year Ended 03/31/10				Year Ended 03/31/09				Year Ended 03/31/08
Net asset value at beginning of period		$	9.57			$	9.56			$	9.51			$	8.57			$	10.01			$	10.05
Net investment income†			0.06				0.15				0.15				0.30				0.40				0.49
Net realized and unrealized gain (loss) on investments			0.03				0.05				0.06				0.83				(1.16	)			(0.11	)
Total from investment operations			0.09				0.20				0.21				1.13				(0.76	)			0.38
Less dividends and distributions:
From net investment income			—				(0.19	)			(0.16	)			(0.19	)			(0.68	)			(0.42	)
Total dividends and distributions			—				(0.19	)			(0.16	)			(0.19	)			(0.68	)			(0.42	)
Net asset value at end of period		$	9.66			$	9.57			$	9.56			$	9.51			$	8.57			$	10.01
Total investment return(a)			0.94	%**			2.07	%			2.19	%			13.19	%			(7.52	)%			3.72	%
Ratios/Supplemental Data:
Net investment income to average net assets			1.18	%*			1.52	%			1.60	%			3.24	%			4.16	%			4.80	%
Net expenses to average daily net assets			0.32	%*			0.32	%			0.32	%			0.32	%			0.32	%			0.32	%
Total expenses (before reimbursements) to average daily net assets			0.57	%*			0.53	%			0.47	%			0.61	%			0.49	%			0.49	%
Portfolio turnover rate			14	%**			32	%			61	%			589	%			217	%			131	%
Net assets at end of period (in 000’s)		$	44,365			$	44,166			$	67,950			$	47,487			$	18,904			$	62,172

(a) The total return would have been lower had certain expenses not been reimbursed during the periods shown.

† Computed using average shares outstanding throughout the period.

* Annualized

** Not annualized

138 See accompanying Notes to the Financial Statements.

Mercer Funds

Notes to the Financial Statements

September 30, 2012 (Unaudited)

1. Organization

Mercer Funds (the “Trust”) consists of the following nine series: Mercer US Large Cap Growth Equity Fund (“Large Cap Growth”), Mercer US Large Cap Value Equity Fund (“Large Cap Value”), Mercer US Small/Mid Cap Growth Equity Fund (“Small/Mid Cap Growth”), Mercer US Small/Mid Cap Value Equity Fund (“Small/Mid Cap Value”), Mercer Non-US Core Equity Fund (“Non-US Core Equity”), Mercer Core Opportunistic Fixed Income Fund (“Core Opportunistic”), Mercer Emerging Markets Equity Fund (“Emerging Markets”), which commenced operations on May 1, 2012, Mercer US Short Maturity Fixed Income Fund (“Short Maturity”) and Mercer Global Low Volatility Equity Fund (“Global Low Volatility”), which as of September 30, 2012 had not commenced operations, (each a “Fund,” and collectively referred to as the “Funds”). The Trust is a Delaware statutory trust, established on March 11, 2005. The Trust is registered as an investment company under the Investment Company Act of 1940 (the “1940 Act”). The Funds’ investment advisor is Mercer Investment Management, Inc. (the “Advisor”). The Advisor manages each Fund using a “manager of managers” approach by selecting one or more subadvisors (each a “Subadvisor,” and collectively referred to as the “Subadvisors”) to manage each Fund.

Each Fund is classified as “diversified” for purposes of the 1940 Act.

The investment objectives of the Funds are:

Fund	Investment Objective
Large Cap Growth	Long-term total return, which includes capital appreciation and income
Large Cap Value	Long-term total return, which includes capital appreciation and income
Small/Mid Cap Growth	Long-term total return, comprised primarily of capital appreciation
Small/Mid Cap Value	Long-term total return, comprised primarily of capital appreciation
Non-US Core Equity	Long-term total return, which includes capital appreciation and income
Core Opportunistic	Total return, consisting of both current income and capital appreciation
Emerging Markets	Long-term total return, which includes capital appreciation and income
Short Maturity	Safety of principal and a moderate level of income

Each Fund is authorized to offer interests in four classes of shares: Class S, Class Y-1, Class Y-2 and Class Y-3. The principal difference between the classes of shares is the level of shareholder service, marketing and administrative fees borne by the classes. As of September 30, 2012, only the Class Y-3 shares of each Fund had commenced operations.

2. Significant Accounting Policies

The following are significant accounting policies followed by the Funds. These policies are in conformity with accounting principles generally accepted in the United States of America (“GAAP”). The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts and disclosures in the financial statements. Actual results could differ from these estimates.

(a)  Security Valuation

Each Fund’s investments are valued as of the close of regular trading on the New York Stock Exchange (“NYSE”) on each day when the NYSE is open. Portfolio securities listed on an exchange normally are valued at the last sale or official closing price on the day on which the securities are valued or, lacking any sales on such day, at the last available bid price using prices as of the close of trading. In cases where securities are traded on more than one

139

Mercer Funds

Notes to the Financial Statements (Continued)

September 30, 2012 (Unaudited)

exchange, the securities are generally valued on the exchange considered by the Advisor or the applicable Subadvisor as the primary market for such securities. Securities traded in the over-the-counter market and listed on the NASDAQ Stock Market (“NASDAQ”) normally are valued at the NASDAQ Official Closing Price; other over-the-counter securities are valued at the last bid price available prior to valuation (other than short-term investments, which are valued as described below). The Funds may invest in securities that are traded in foreign markets. Foreign securities will be converted into U.S. dollar equivalents based on the rate in effect at a uniform time on each business day. Investments in open-end investment companies are valued at their net asset value (“NAV”) per share.

The Board of Trustees of the Trust (the “Board”) has delegated its responsibility for valuing portfolio securities to the Advisor, subject to continuing Board oversight. The Advisor has appointed a Valuation Committee that is responsible for overseeing the day-to-day process of valuing portfolio securities. With respect to portfolio securities for which market quotations are not readily available or (in the opinion of the Advisor or the applicable Subadvisor) do not otherwise accurately reflect the fair values of the securities, the Valuation Committee will value such securities at fair value based upon procedures approved by the Board. Certain fixed-income securities may be valued based upon appraisals received from a pricing service using a computerized matrix system or based upon appraisals derived from information concerning the securities or similar securities received from a recognized dealer or dealers in those securities. It should be recognized that judgment often plays a greater role in valuing thinly traded securities, as well as bonds and other securities with few dealer quotations, than is the case with respect to securities for which a broader range of dealer quotations and last-sale information is available. Each Fund generally values short-term investments, which mature in 60 days or less, at amortized cost, which approximates fair value unless the Board determines that this approach does not represent fair value.

Derivative financial instruments, such as futures contracts or options contracts that are traded on a national securities exchange, are stated at the last reported sale or settlement price on the day of valuation. Over the counter derivative financial instruments, such as foreign currency contracts, options contracts, or swaps agreements, derive their value from underlying asset prices, indices, reference rates, and other inputs or a combination of these factors. These contracts are normally valued on the basis of pricing service providers or broker dealer quotations. Depending on the product and the terms of the derivative, the value of the financial derivative contracts is assigned by pricing service providers using a series of techniques, which may include pricing models. The pricing models use inputs that are observed from actively quoted markets such as issuer details, indices, spreads, interest rates, curves, volatilities, dividends and exchange rates.

Senior secured floating rate loans and senior secured floating rate debt securities are valued using an evaluated quote provided by an independent pricing service. Evaluated quotes provided by the pricing service may reflect appropriate factors such as ratings, yield curves, prepayment speeds, tranche type, industry, company performance, spread, individual trading characteristics, institutional size trading in similar groups of securities and other market data.

The application of fair value pricing represents a good faith determination based on specific procedures performed under the supervision of the Board. Due to the subjective nature of fair value pricing, there can be no assurance that a Fund could realize the fair value assigned to the security if the Fund were to sell the security at approximately the time at which the Fund determines its NAV per share. A Fund’s value for a particular security may be different from the last quoted market price.

The Funds follow Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 820, “Fair Value Measurements” (“ASC 820”). Under GAAP for fair value measurements, a three-tier hierarchy to prioritize the assumptions, referred to as inputs, is used in valuation techniques to measure fair value. The three-tier hierarchy of inputs is summarized in the three broad Levels listed below.

• Level 1 — quoted prices unadjusted in active markets for identical investments

• Level 2 — other significant observable inputs (including quoted prices for similar investments, interest rates, prepayment speeds, credit risk, etc.)

• Level 3 — significant unobservable inputs (including the Fund’s own assumptions in determining the fair value of investments)

140

Mercer Funds

Notes to the Financial Statements (Continued)

September 30, 2012 (Unaudited)

The inputs or methodology used for valuing securities are not necessarily an indication of the risk associated with investing in those securities.

At September 30, 2012, Large Cap Growth, Large Cap Value and Small/Mid Cap Growth each held long-term investments determined using Level 1 inputs, with corresponding major categories as shown in the schedules of investments, and a short-term investment position in Euro Time Deposit and State Street Navigator Securities Lending Prime Portfolio as shown in the schedules of investments, which are determined using Level 2 inputs.

At September 30, 2012, Short Maturity held all long-term investments and one short-term investment position in a Euro Time Deposit, all determined using Level 2 inputs, with corresponding major categories as shown in the schedule of investments.

The following is a summary of the inputs used as of September 30, 2012 in valuing the assets and liabilities of Small/Mid Cap Growth, Non-US Core Equity, Core Opportunistic and Emerging Markets for which fair valuation was used:

Small/Mid Cap Value

ASSETS VALUATION INPUT

Description	Quoted Prices in Active Markets for Identical Assets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)		Total
Common Stocks
Advertising	$	487,612	$	—	$	—	$	487,612
Aerospace & Defense		4,869,731		—		—		4,869,731
Agriculture		777,280		—		—		777,280
Airlines		660,492		—		—		660,492
Apparel		4,395,391		—		—		4,395,391
Auto Parts & Equipment		2,531,175		—		—		2,531,175
Banks		26,286,258		—		—		26,286,258
Beverages		1,444,368		—		—		1,444,368
Biotechnology		4,647,853		—		—		4,647,853
Building Materials		1,260,122		—		—		1,260,122
Chemicals		6,461,279		—		—		6,461,279
Coal		550,151		—		—		550,151
Commercial Services		18,645,377		—		—		18,645,377
Computers		9,177,326		—		—		9,177,326
Cosmetics & Personal Care		3,878,925		—		—		3,878,925
Distribution & Wholesale		2,042,567		—		—		2,042,567
Diversified Financial Services		4,854,528		—		—		4,854,528
Electric		9,110,365		—		—		9,110,365
Electrical Components & Equipment		902,367		—		—		902,367
Electronics		10,046,659		—		—		10,046,659
Energy-Alternate Sources		133,022		—		—		133,022
Engineering & Construction		3,498,271		—		—		3,498,271
Entertainment		4,307,101		—		—		4,307,101
Food		11,678,985		—		—		11,678,985
Forest Products & Paper		8,644,478		—		—		8,644,478
Gas		8,232,412		—		—		8,232,412
Hand & Machine Tools		1,040,318		—		—		1,040,318

141

Mercer Funds

Notes to the Financial Statements (Continued)

September 30, 2012 (Unaudited)

Description	Quoted Prices in Active Markets for Identical Assets (Level 1)		Significant Other Observable Inputs (Level 2)			Significant Unobservable Inputs (Level 3)		Total
Health Care - Products	$	6,631,253	$	—		$	—	$	6,631,253
Health Care - Services		4,095,123		—			—		4,095,123
Home Builders		3,486,351		—			—		3,486,351
Home Furnishings		1,359,791		—			—		1,359,791
Household Products & Wares		1,048,945		—			—		1,048,945
Insurance		33,587,508		—			—		33,587,508
Internet		3,629,292		—			—		3,629,292
Investment Companies		3,684,692		—			—		3,684,692
Iron & Steel		1,067,110		—			—		1,067,110
Lodging		1,076,444		—			—		1,076,444
Machinery - Diversified		5,223,475		—			—		5,223,475
Media		1,596,797		—			—		1,596,797
Metal Fabricate & Hardware		521,798		—			—		521,798
Mining		2,521,785		—			—		2,521,785
Miscellaneous - Manufacturing		9,878,336		—			—		9,878,336
Office Furnishings		503,807		—			—		503,807
Oil & Gas		14,531,837		—			—		14,531,837
Oil & Gas Services		4,000,956		—			—		4,000,956
Pharmaceuticals		7,533,037		0	#		—		7,533,037
Pipelines		39,284		—			—		39,284
Real Estate		3,215,666		—			—		3,215,666
REITS		22,723,024		—			—		22,723,024
Retail		26,445,244		—			—		26,445,244
Savings & Loans		2,727,781		—			—		2,727,781
Semiconductors		8,404,776		—			—		8,404,776
Shipbuilding		58,870		—			—		58,870
Software		5,129,888		—			—		5,129,888
Telecommunications		4,089,766		—			—		4,089,766
Textiles		2,067,272		—			—		2,067,272
Toys, Games & Hobbies		258,108		—			—		258,108
Transportation		3,045,989		—			—		3,045,989
Trucking & Leasing		1,346,074		—			—		1,346,074
Water		1,345,364		—			—		1,345,364
Total Common Stocks		337,439,856		0			—		337,439,856
Short-Term Investments
Bank Deposit		—		11,865,492			—		11,865,492
Securities Lending Collateral		—		19,948,386			—		19,948,386
Total Short-Term Investments		—		31,813,878			—		31,813,878
Futures Contracts
Buys		912		—			—		912
Total Futures Contracts		912		—			—		912
Total	$	337,440,768	$	31,813,878		$	—	$	369,254,646

# Represents one security at $0 value as of September 30, 2012.

142

Mercer Funds

Notes to the Financial Statements (Continued)

September 30, 2012 (Unaudited)

Non-US Core Equity

ASSETS VALUATION INPUT

Description	Quoted Prices in Active Markets for Identical Assets (Level 1)		Significant Other Observable Inputs (Level 2)			Significant Unobservable Inputs (Level 3)		Total
Common Stocks
Australia	$	56,083,284	$	0	#	$	—	$	56,083,284
Austria		4,507,518		—			—		4,507,518
Belgium		11,915,405		—			—		11,915,405
Bermuda		18,314,831		—			—		18,314,831
Brazil		16,803,228		—			—		16,803,228
Canada		16,929,568		—			—		16,929,568
Cayman Islands		13,313,242		—			—		13,313,242
China		2,662,748		—			—		2,662,748
Denmark		57,469,083		—			—		57,469,083
Finland		22,727,964		—			—		22,727,964
France		155,851,198		—			—		155,851,198
Germany		152,124,289		—			—		152,124,289
Greece		1,433,668		—			—		1,433,668
Hong Kong		20,998,161		—			—		20,998,161
Indonesia		9,530,436		—			—		9,530,436
Ireland		8,714,090		—			—		8,714,090
Israel		11,702,584		—			—		11,702,584
Italy		50,707,419		—			—		50,707,419
Japan		364,979,310		922,606			—		365,901,916
Luxembourg		16,785,059		—			—		16,785,059
Malaysia		2,758,652		—			—		2,758,652
Malta		887,166		—			—		887,166
Mauritius		1,705,551		—			—		1,705,551
Mexico		7,259,789		—			—		7,259,789
Netherlands		42,310,262		—			—		42,310,262
New Zealand		3,426,743		—			—		3,426,743
Norway		41,689,050		—			—		41,689,050
Pakistan		111,805		—			—		111,805
Portugal		2,409,232		—			—		2,409,232
Singapore		27,204,630		—			—		27,204,630
South Africa		7,254,886		—			—		7,254,886
South Korea		21,102,503		—			—		21,102,503
Spain		35,418,535		—			—		35,418,535
Sweden		65,132,393		—			—		65,132,393
Switzerland		163,797,166		—			—		163,797,166
Taiwan		7,546,150		—			—		7,546,150
Thailand		—		9,267,822			—		9,267,822
United Kingdom		306,647,045		—			—		306,647,045
Total Common Stocks		1,750,214,643		10,190,428			—		1,760,405,071
Investment Company
United States		18,394,922		—			—		18,394,922
Total Investment Company		18,394,922		—			—		18,394,922

143

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Notes to the Financial Statements (Continued)

September 30, 2012 (Unaudited)

Description	Quoted Prices in Active Markets for Identical Assets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)		Total
Preferred Stocks
Brazil	$	1,794,767	$	—	$	—	$	1,794,767
Germany		16,355,748		—		—		16,355,748
Total Preferred Stocks		18,150,515		—		—		18,150,515
Rights
France		379,177		—		—		379,177
Thailand		—		79,639		—		79,639
Total Rights		379,177		79,639		—		458,816
Options Purchased
Call Options		—		1,805		—		1,805
Put Options		—		36,854		—		36,854
Total Options Purchased		—		38,659		—		38,659
Short-Term Investments
Bank Deposit		—		43,260,476		—		43,260,476
Securities Lending Collateral		—		60,797,558		—		60,797,558
Total Short-Term Investments		—		104,058,034		—		104,058,034
Total	$	1,787,139,257	$	114,366,760	$	—	$	1,901,506,017

# Represents one security at $0 value as of September 30, 2012.

Core Opportunistic

ASSETS VALUATION INPUT

Description	Quoted Prices in Active Markets for Identical Assets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)			Total
Debt Obligations
Asset Backed Securities	$	—	$	35,454,154	$	—		$	35,454,154
Bank Loans		—		8,550,778		—			8,550,778
Convertible Debt		—		245,367		—			245,367
Corporate Debt		—		348,434,154		2	*		348,434,156
Mortgage Backed Securities - Private Issuers		—		23,386,337		—			23,386,337
Mortgage Backed Securities - U.S. Government
Agency Obligations		—		343,154,931		—			343,154,931
Municipal Obligations		—		50,600,227		—			50,600,227
Sovereign Debt Obligations		—		20,622,463		—			20,622,463
U.S. Government and Agency Obligations		—		246,327,112		—			246,327,112
Total Debt Obligations		—		1,076,775,523		2			1,076,775,525

144

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Notes to the Financial Statements (Continued)

September 30, 2012 (Unaudited)

Description	Quoted Prices in Active Markets for Identical Assets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)		Total
Common Stocks
Auto Manufacturers	$	224,160	$	—	$	—	$	224,160
Building Materials		67,204		—		—		67,204
Diversified Financial Services		69,090		—		—		69,090
Total Common Stocks		360,454		—		—		360,454
Preferred Stocks
Banks		742,800		—		—		742,800
Diversified Financial Services		2,452,495		—		—		2,452,495
Total Preferred Stocks		3,195,295		—		—		3,195,295
Warrants
Auto Manufacturers		166,556		—		—		166,556
Media		9,179		—		—		9,179
Oil & Gas Services		2,552		—		—		2,552
Total Warrants		178,287		—		—		178,287
Options Purchased
Put Options		2,568		169,306		—		171,874
Total Options Purchased		2,568		169,306		—		171,874
Short-Term Investments
Bank Deposit		—		78,246,565		—		78,246,565
Certificates of Deposit		—		7,474,169		—		7,474,169
Repurchase Agreements		—		74,600,000		—		74,600,000
Securities Lending Collateral		—		15,281,785		—		15,281,785
U.S. Government and Agency Obligations		—		94,280,261		—		94,280,261
Total Short-Term Investments		—		269,882,780		—		269,882,780
Forward Foreign Currency Contracts
Buys		—		263,403		—		263,403
Sales		—		47,298		—		47,298
Total Forward Currency Contracts		—		310,701		—		310,701
Futures Contracts
Buys		52,385		—		—		52,385
Total Futures Contracts		52,385		—		—		52,385
Interest Rate Swaps		—		648,764		—		648,764
Centrally Cleared Interest Rate Swaps**		—		359,281		—		359,281
Credit Default Swaps		—		108,069		—		108,069
Total Swaps		—		1,116,114		—		1,116,114
Total	$	3,788,989	$	1,348,254,424	$	2	$	1,352,043,415

145

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Notes to the Financial Statements (Continued)

September 30, 2012 (Unaudited)

LIABILITIES VALUATION INPUT

Description	Quoted Prices in Active Markets for Identical Assets (Level 1)			Significant Other Observable Inputs (Level 2)			Significant Unobservable Inputs (Level 3)		Total
TBA Sale Commitments	$	—		$	(46,123,178	)	$	—	$	(46,123,178	)
Forward Foreign Currency Contracts
Buys		—			(94,681	)		—		(94,681	)
Sales		—			(913,938	)		—		(913,938	)
Total Forward Currency Contracts		—			(1,008,619	)		—		(1,008,619	)
Futures Contracts
Buys		(136,855	)		—			—		(136,855	)
Sales		(561,649	)		—			—		(561,649	)
Total Futures Contracts		(698,504	)		—			—		(698,504	)
Written Options		(37,025	)		(196,866	)		—		(233,891	)
Interest Rate Swaps		—			(218,731	)		—		(218,731	)
Centrally Cleared Interest Rate Swaps**		—			(110,050	)		—		(110,050	)
Credit Default Swaps		—			(4,061	)		—		(4,061	)
Total Swaps		—			(332,842	)		—		(332,842	)
Total	$	(735,529	)	$	(47,661,505	)	$	—	$	(48,397,034	)

* Includes two securities at $0 value as of September 30, 2012.

** Centrally cleared swaps are valued on the unrealized appreciation/depreciation.

Emerging Markets

ASSETS VALUATION INPUT

Description	Quoted Prices in Active Markets for Identical Assets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)		Total
Common Stocks
Bermuda	$	2,590,378	$	—	$	—	$	2,590,378
Brazil		24,849,397		—		—		24,849,397
Cayman Islands		15,159,770		—		—		15,159,770
Chile		7,465,688		—		—		7,465,688
China		22,621,038		—		—		22,621,038
Colombia		5,260,632		—		—		5,260,632
Czech Republic		792,668		—		—		792,668
Hong Kong		14,992,963		—		—		14,992,963
Hungary		405,306		—		—		405,306
India		10,121,736		—		—		10,121,736
Indonesia		6,503,626		—		—		6,503,626
Malaysia		13,712,842		—		—		13,712,842
Mexico		20,942,811		—		—		20,942,811

146

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Notes to the Financial Statements (Continued)

September 30, 2012 (Unaudited)

Description	Quoted Prices in Active Markets for Identical Assets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)		Total
Peru	$	1,599,659	$	—	$	—	$	1,599,659
Philippines		2,361,926		—		—		2,361,926
Poland		3,635,576		—		—		3,635,576
Russia		9,339,568		—		—		9,339,568
South Africa		16,673,388		—		—		16,673,388
South Korea		23,962,951		—		—		23,962,951
Taiwan		25,484,973		—		—		25,484,973
Thailand		4,645,339		462,535		—		5,107,874
Turkey		4,142,834		—		—		4,142,834
United Kingdom		14,985,524		—		—		14,985,524
United States		1,768,887		—		—		1,768,887
Total Common Stocks		254,019,480		462,535		—		254,482,015
Investment Company
United States		3,032,313		—		—		3,032,313
Total Investment Company		3,032,313		—		—		3,032,313
Preferred Stocks
Brazil		8,563,671		—		—		8,563,671
Total Preferred Stocks		8,563,671		—		—		8,563,671
Rights
Thailand		—		32,898		—		32,898
Total Rights		—		32,898		—		32,898
Warrants
India		—		7,778,335		—		7,778,335
Total Warrants		—		7,778,335		—		7,778,335
Short-Term Investments
Bank Deposit		—		34,125,270		—		34,125,270
Securities Lending Collateral		—		3,377,403		—		3,377,403
Total Short-Term Investments		—		37,502,673		—		37,502,673
Forward Foreign Currency Contracts
Buys		—		545,468		—		545,468
Sales		—		2,998		—		2,998
Total Forward Currency Contracts		—		548,466		—		548,466
Futures Contracts
Buys		146,151		—		—		146,151
Sales		11,353		—		—		11,353
Total Futures Contracts		157,504		—		—		157,504
Total	$	265,772,968	$	46,324,907	$	—	$	312,097,875

147

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Notes to the Financial Statements (Continued)

September 30, 2012 (Unaudited)

LIABILITIES VALUATION INPUT

Description	Quoted Prices in Active Markets for Identical Assets (Level 1)			Significant Other Observable Inputs (Level 2)			Significant Unobservable Inputs (Level 3)		Total
Forward Foreign Currency Contracts
Buys	$	—		$	(6,668	)	$	—	$	(6,668	)
Sales		—			(629,396	)		—		(629,396	)
Total Forward Currency Contracts		—			(636,064	)		—		(636,064	)
Futures Contracts
Buys		(55,039	)		—			—		(55,039	)
Sales		(7,345	)		—			—		(7,345	)
Total Futures Contracts		(62,384	)		—			—		(62,384	)
Synthetic Futures		—			(24,494	)		—		(24,494	)
Total	$	(62,384	)	$	(660,558	)	$	—	$	(722,942	)

The following table shows transfers between Level 1 and Level 2 of the fair value hierarchy:

	Transfers In							Transfers Out
	Level 1 —Quoted Prices			Level 2 — Other Significant Observable Inputs				Level 1 — Quoted Prices				Level 2 — Other Significant Observable Inputs
Non-US Core Equity		$	—		$	922,606	*		$	(922,606	)*		$	—

* Transfers occurred between Level 1 and Level 2 as a result of a security being fair valued in accordance with procedures approved by the Trustees.

The following table includes a rollforward of the amounts for the period ended September 30, 2012 for financial instruments classified as Level 3:

Core Opportunistic

Investments in Securities	Balance as of March 31, 2012			Realized Gain (Loss)			Change in Unrealized Appreciation (Depreciation)				Net Transfers In (Out) of Level 3				Net Purchases & Sales			Balance as of September 30, 2012			Change in Unrealized Appreciation (Depreciation) from Investments Held at Septmeber 30, 2012
DEBT OBLIGATIONS
Corporate Debt		$	24,949^		$	—		$	(23,697	)		$	(1,250	)1		$	—		$	2^^		$	(23,697	)
Total		$	24,949^		$	—		$	(23,697	)		$	(1,250	)1		$	—		$	2^^		$	(23,697	)

The Funds recognizes transfers between Levels as of the end of the reporting period.

^ Includes three securities at $0 value as of March 31, 2012.

^^ Includes two securities at $0 value at September 30, 2012.

¹  Transfers occurred between Level 2 and Level 3 as a result of a corporate debt security being fair valued in accordance with procedures approved by the Trustees.

148

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Notes to the Financial Statements (Continued)

September 30, 2012 (Unaudited)

Disclosures about Derivative Instruments and Hedging Activities

The Funds follow FASB ASC 815 “Disclosures about Derivative Instruments and Hedging Activities” (“ASC 815”), which requires enhanced disclosures about the Funds’ use of, and accounting for, derivative instruments and the effect on the results of each Fund’s operations and financial position.

Non-US Core Equity and Emerging Markets held rights during the period as a result of corporate actions. Non-US Core Equity and Core Opportunistic held warrants during the period as a result of corporate actions.

At September 30, 2012 and during the period then ended, the Fund(s) had the following derivatives and transactions in derivatives, grouped into appropriate risk categories:

Small/Mid Cap Value

ASSET DERIVATIVES

	Equity Risk		Total
Futures Contracts(3)	$	912	$	912
Total Value	$	912	$	912

NET REALIZED GAIN (LOSS)

	Equity Risk		Total
Futures Contracts(9)	$	76,098	$	76,098
Total Net Realized Gain (Loss)	$	76,098	$	76,098

CHANGE IN NET UNREALIZED APPRECIATION (DEPRECIATION)

	Equity Risk			Total
Futures Contracts(14)	$	(8,068	)	$	(8,068	)
Total Change in Net Unrealized Appreciation (Depreciation)	$	(8,068	)	$	(8,068	)

NUMBER OF CONTRACTS⁽¹⁷⁾

	Equity Risk		Total
Futures Contracts		25		25

Non-US Core Equity

ASSET DERIVATIVES

	Foreign Exchange Risk		Equity Risk		Total
Rights(1)	$	—	$	458,816	$	458,816
Options Purchased(1)		38,659		—		38,659
Total Value	$	38,659	$	458,816	$	497,475

149

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Notes to the Financial Statements (Continued)

September 30, 2012 (Unaudited)

NET REALIZED GAIN (LOSS)

	Foreign Exchange Risk			Equity Risk			Total
Rights(7)	$	—		$	(241,224	)	$	(241,224	)
Warrants(7)		—			(3,766,540	)		(3,766,540	)
Options Purchased(7)		(98,916	)		—			(98,916	)
Total Net Realized Gain (Loss)	$	(98,916	)	$	(4,007,764	)	$	(4,106,680	)

CHANGE IN NET UNREALIZED APPRECIATION (DEPRECIATION)

	Foreign Exchange Risk			Equity Risk		Total
Rights(12)	$	—		$	393,925	$	393,925
Warrants(12)		—			2,381,303		2,381,303
Options Purchased(12)		(578,274	)		—		(578,274	)
Total Change in Net Unrealized Appreciation (Depreciation)	$	(578,274	)	$	2,775,228	$	2,196,954

NUMBER OF CONTRACTS, NOTIONAL AMOUNTS OR SHARES/UNITS⁽¹⁷⁾

	Foreign Exchange Risk		Equity Risk		Total
Rights		—		596,190		596,190
Warrants		—		233,641		233,641
Options Purchased		1,576,502,298		—		1,576,502,298

Core Opportunistic

ASSET DERIVATIVES

	Interest Rate Risk		Foreign Exchange Risk		Credit Risk		Equity Risk		Total
Warrants(1)	$	—	$	—	$	—	$	178,287	$	178,287
Options Purchased(1)		171,874		—		—		—		171,874
Forward Foreign Currency
Contracts(2)		—		310,701		—		—		310,701
Futures Contracts(3)		52,385		—		—		—		52,385
Swap Contracts(4)		1,098,801		—		108,069		—		1,206,870
Total Value	$	1,323,060	$	310,701	$	108,069	$	178,287	$	1,920,117

LIABILITY DERIVATIVES

	Interest Rate Risk			Foreign Exchange Risk			Credit Risk			Equity Risk		Total
Forward Foreign Currency
Contracts(5)	$	—		$	(1,008,619	)	$	—		$	—	$	(1,008,619	)
Futures Contracts(3)		(646,119	)		—			—			—		(646,119	)
Options Written(6)		(233,891	)		—			—			—		(233,891	)
Swap Contracts(4)		(229,044	)		—			(4,061	)		—		(233,105	)
Total Value	$	(1,109,054	)	$	(1,008,619	)	$	(4,061	)	$	—	$	(2,121,734	)

150

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Notes to the Financial Statements (Continued)

September 30, 2012 (Unaudited)

NET REALIZED GAIN (LOSS)

	Interest Rate Risk			Foreign Exchange Risk		Credit Risk			Equity Risk		Total
Options Purchased(7)	$	(168,457	)	$	—	$	(115,507	)	$	—	$	(283,964	)
Forward Foreign Currency
Contracts(8)		—			1,202,460		—			—		1,202,460
Futures Contracts(9)		(482,664	)		—		—			—		(482,664	)
Options Written(10)		250,651			—		130,771			—		381,422
Swap Contracts(11)		27,056			—		(45,734	)		—		(18,678	)
Total Net Realized Gain (Loss)	$	(373,414	)	$	1,202,460	$	(30,470	)	$	—	$	798,576

CHANGE IN NET UNREALIZED APPRECIATION (DEPRECIATION)

	Interest Rate Risk			Foreign Exchange Risk			Credit Risk			Equity Risk			Total
Warrants(12)	$	—		$	—		$	—		$	(39,881	)	$	(39,881	)
Options Purchased(12)		(156,890	)		—			111,894			—			(44,996	)
Forward Foreign Currency
Contracts(13)		—			(745,113	)		—			—			(745,113	)
Futures Contracts(14)		(456,346	)		—			—			—			(456,346	)
Options Written(15)		124,916			—			(174,445	)		—			(49,529	)
Swap Contracts(16)		457,509			—			(17,286	)		—			440,223
Total Change in Net Unrealized Appreciation (Depreciation)	$	(30,811	)	$	(745,113	)	$	(79,837	)	$	(39,881	)	$	(895,642	)

NUMBER OF CONTRACTS, NOTIONAL AMOUNTS OR SHARES/UNITS⁽¹⁷⁾

	Interest Rate Risk			Foreign Exchange Risk			Credit Risk			Equity Risk		Total
Warrants		—			—			—			15,611		15,611
Options Purchased		6,224,750			—			9,566,280			—		15,791,030
Forward Foreign Currency
Contracts		—			(24,821,135	)		—			—		(24,821,135	)
Futures Contracts		811			—			—			—		811
Options Written		(10,031,750	)		—			(24,140,560	)		—		(34,172,310	)
Swap Contracts		60,324,667			—			8,726,333			—		69,051,000

Emerging Markets

ASSET DERIVATIVES

	Interest Rate Risk		Foreign Exchange Risk		Equity Risk		Total
Rights(1)	$	—	$	—	$	32,898	$	32,898
Warrants(1)		—		—		7,778,335		7,778,335
Forward Foreign Currency
Contracts(2)		—		548,466		—		548,466
Futures Contracts(3)		95,120		—		—		95,120
Total Value	$	95,120	$	548,466	$	7,811,233	$	8,454,819

151

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Notes to the Financial Statements (Continued)

September 30, 2012 (Unaudited)

LIABILITY DERIVATIVES

	Interest Rate Risk		Foreign Exchange Risk		Equity Risk		Total
Forward Foreign Currency
Contracts(5)	$	—	$	636,064	$	—	$	636,064
Swap Contracts(4)		—		—		24,494		24,494
Total Value	$	—	$	636,064	$	24,494	$	660,558

NET REALIZED GAIN (LOSS)

	Interest Rate Risk			Foreign Exchange Risk			Equity Risk		Total
Rights(7)	$	—		$	—		$	5	$	5
Warrants(7)		—			—			26,707		26,707
Forward Foreign Currency
Contracts(8)		—			(221,860	)		—		(221,860	)
Futures Contracts(9)		(262,752	)		—			—		(262,752	)
Swap Contracts(11)		—			—			164,055		164,055
Total Net Realized Gain (Loss)	$	(262,752	)	$	(221,860	)	$	190,767	$	(293,845	)

CHANGE IN NET UNREALIZED APPRECIATION (DEPRECIATION)

	Interest Rate Risk		Foreign Exchange Risk			Equity Risk			Total
Rights(12)	$	—	$	—		$	32,898		$	32,898
Warrants(12)		—		—			1,263,686			1,263,686
Forward Foreign Currency
Contracts(13)		—		(87,598	)		—			(87,598	)
Futures Contracts(14)		95,120		—			—			95,120
Swap Contracts(16)		—		—			(24,494	)		(24,494	)
Total Change in Net
Unrealized Appreciation (Depreciation)	$	95,120	$	(87,598	)	$	1,272,090		$	1,279,612

NUMBER OF CONTRACTS, NOTIONAL AMOUNTS OR SHARES/UNITS⁽¹⁷⁾

	Interest Rate Risk		Foreign Exchange Risk		Equity Risk		Total
Rights		—		—		177,650		177,650
Warrants		—		—		679,481		679,481
Forward Foreign Currency
Contracts		—		4,400,386		—		4,400,386
Futures Contracts		421		—		—		421
Swap Contracts		—		—		616		616

⁽¹⁾  Statement of Assets and Liabilities location: Investments, at value.

⁽²⁾ Statement of Assets and Liabilities location: Receivable for open forward foreign currency contracts.

⁽³⁾ Cumulative appreciation (depreciation) on futures contracts is reported within the Schedule of Investments under the open “Futures Contracts” section and within the Statement of Assets and Liabilities under Receivable or Payable for variation margin on open futures contracts.

⁽⁴⁾ Statement of Assets and Liabilities location: Swap contracts, at value and Variation margin receivable or Variation margin payable on swap contracts.

152

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⁽⁵⁾ Statement of Assets and Liabilities location: Payable for open forward foreign currency contracts.

⁽⁶⁾ Statement of Assets and Liabilities location: Written options, at value.

⁽⁷⁾ Statement of Operations location: Amounts are included in Net realized gain (loss) on Investments.

⁽⁸⁾ Statement of Operations location: Amounts are included in Net realized gain (loss) on Forward foreign currency contracts and foreign currency related transactions.

⁽⁹⁾  Statement of Operations location: Amounts are included in Net realized gain (loss) on Closed futures contracts.

⁽¹⁰⁾  Statement of Operations location: Amounts are included in Net realized gain (loss) on Written option contracts.

⁽¹¹⁾ Statement of Operations location: Amounts are included in Net realized gain (loss) on Swap contracts.

⁽¹²⁾  Statement of Operations location: Amounts are included in Change in net unrealized appreciation (depreciation) on Investments.

⁽¹³⁾  Statement of Operations location: Amounts are included in Change in net unrealized appreciation (depreciation) on Forward foreign currency contracts and foreign currency related transactions.

⁽¹⁴⁾  Statement of Operations location: Amounts are included in Change in net unrealized appreciation (depreciation) on Open futures contracts.

⁽¹⁵⁾ Statement of Operations location: Amounts are included in Change in net unrealized appreciation (depreciation) on Written option contracts.

⁽¹⁶⁾  Statement of Operations location: Amounts are included in Change in net unrealized appreciation (depreciation) on Swap contracts.

⁽¹⁷⁾  Amounts disclosed represent average number of contracts, notional amounts, or shares outstanding for the months that the Fund held such derivatives during the period ended September 30, 2012.

The Funds follow FASB ASC 815-10-50 “Disclosures about Credit Derivative and Certain Guarantees”. This applies to written credit derivatives, hybrid instruments that have embedded credit derivatives (for example, credit-linked notes), and certain guarantees. See Note 2 for a description of credit derivative instruments.

The following is a summary of open credit default swaps positions held in Core Opportunistic at September 30, 2012:

Notional Amount		Currency		Expiration Date		Counterparty	Buy/Sell Protection		Maximum Potential Amount of Future  Payments by the Fund Under the Contract		Receive (Pay) Fixed Rate			Deliverable on Default	Unrealized Appreciation (Depreciation)			Value
	4,400,000		USD		03/20/2021	Goldman Sachs International		Sell	$	4,400,000		1.60	%	State of Connecticut (Moody’s Rating: Aa2; S&P Rating: AA)	$	60,708		$	60,708
	400,000		USD		12/20/2016	Citibank N.A.		Buy		400,000		(1.00	%)	Bank of America Corp., 6.25%, 04/15/12		(54,423	)		8,970
	900,000		USD		03/20/2016	Deutsche Bank AG		Buy		900,000		(1.00	%)	Kinder Morgan, Inc., 6.50%, 09/01/12		(27,171	)		15,023
	1,400,000		USD		03/20/2016	Morgan Stanley Capital Services, Inc.		Buy		1,400,000		(1.00	%)	Kinder Morgan, Inc., 6.50%, 09/01/12		(43,726	)		23,368
	400,000		USD		12/20/2015	Deutsche Bank AG		Buy		400,000		(1.00	%)	Starwood Hotels and Resorts, 6.75%, 05/15/18		(32,865	)		(4,061	)
									$	7,500,000					$	(97,477	)	$	104,008

153

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(b)  Security transactions and related investment income

Security transactions are accounted for on trade date. Dividend income, net of applicable withholding taxes, is recorded on the ex-dividend date or when the Fund is informed of the ex-dividend date, if later. Interest income is recorded on the accrual basis, and is adjusted for amortization of premium and discounts for debt securities. Income is not recognized, nor are premium and discount amortized, on securities for which collection is not expected. Withholding taxes on foreign dividend, interest, and capital gains have been provided for in accordance with the respective country’s tax rules and rates. Non-cash dividends, if any, are recorded at the fair value of the securities received. Interest income on inflation indexed securities is accrued daily based upon an inflation-adjusted principal. Additionally, any increase in the principal or face amount of these securities is recorded as interest income. In determining the net gain or loss on securities sold, the cost of securities is determined on the identified-cost basis.

Prior to December 1, 2011, the Non-US Core Equity Fund is subject to a 2% Imposto sobre Operacoes Financeiras (“IOF”) transaction tax levied by the Brazilian government on certain foreign exchange transactions related to security transactions executed across Brazilian exchanges. The IOF tax has been included in net realized gain (loss) on forward contracts and foreign currency related transactions in the Statement of Operations. Effective December 1, 2011, the IOF tax was reduced to 0% by the Brazilian Government.

(c)  Cash and short-term investments

A Fund may invest a portion of its assets in short-term debt securities (including repurchase agreements and reverse repurchase agreements) of corporations, the U.S. government and its agencies and instrumentalities and banks and finance companies, which may be denominated in any currency.

A Fund may invest a portion of its assets in shares issued by money market mutual funds. A Fund also may invest in collective investment vehicles that are managed by an unaffiliated investment manager, pending investment of the Fund’s assets in portfolio securities. When unusual market conditions warrant, a Fund may make substantial temporary defensive investments in cash equivalents, up to a maximum of 100% of the Fund’s net assets. Cash equivalent holdings may be in any currency. When a Fund invests for temporary defensive purposes, such investments may affect the Fund’s ability to achieve its investment objective.

(d)  Securities lending

A Fund may lend its portfolio securities to qualified broker-dealers and financial institutions pursuant to agreements, provided: (1) the loan is secured continuously by collateral marked-to-market daily and maintained in an amount at least equal to the current fair value of the securities loaned; (2) the Fund may call the loan at any time and receive the securities loaned; (3) the Fund will receive any interest or dividends paid on the loaned securities; and (4) the aggregate fair value of securities loaned will not at any time exceed 33 ¹/₃% of the total assets of the Fund. Collateral will consist of U.S. and non-U.S. securities, cash equivalents or irrevocable letters of credit. As with other extensions of credit, there are risks of delay in recovery or even loss of rights in collateral in the event of default or insolvency of a borrower of a Fund’s portfolio securities. A Fund may not retain voting rights on securities while they are on loan.

The Funds participate in a securities lending program under which the Funds’ custodian, State Street Bank and Trust Company (the “Custodian”), is authorized to lend Fund portfolio securities to qualified broker-dealers and financial institutions that post appropriate collateral. Currently, the cash collateral is invested in the State Street Navigator Securities Lending Prime Portfolio. The Custodian receives a portion of the interest earned on any reinvested collateral. The market value of securities on loan to borrowers and the value of collateral held by the Funds with respect to such loans at September 30, 2012 were as follows:

	Market Value of Loaned Securities		Value of Collateral
Large Cap Growth	$	4,831,094	$	4,827,930
Large Cap Value		12,715,800		12,988,085
Small/Mid Cap Growth		42,483,571		43,891,237

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September 30, 2012 (Unaudited)

	Market Value of Loaned Securities		Value of Collateral
Small/Mid Cap Value	$	19,270,790	$	19,948,386
Non-US Core		56,657,648		60,797,558
Emerging Markets		3,370,675		3,377,403
Core Opportunistic		14,964,834		15,281,785

(e)  Repurchase agreements

A Fund may enter into a repurchase agreement where the Fund purchases securities from a bank or broker-dealer who simultaneously agrees to repurchase the securities at a mutually agreed upon time and price, thereby determining the yield during the term of the agreement. As a result, a repurchase agreement provides a fixed rate of return insulated from market fluctuations during the term of the agreement. The term of a repurchase agreement generally is short, possibly overnight or for a few days, although it may extend over a number of months (up to one year) from the date of delivery. Repurchase agreements are considered under the 1940 Act to be collateralized loans by a Fund to a seller secured by the securities transferred to the Fund. Repurchase agreements will be fully collateralized and the collateral will be marked-to-market daily. A Fund may not enter into a repurchase agreement having more than seven days remaining to maturity if, as a result, such agreement, together with any other illiquid securities held by the Fund, would exceed 15% of the value of the net assets of the Fund. See the Core Opportunistic Schedule of Investments for open repurchase agreements held as of September 30, 2012.

(f)  Swaps

A Fund may engage in swaps, including, but not limited to, interest rate, currency, credit default, and index swaps, and the purchase or sale of related caps, floors, collars, and other derivative instruments. A Fund expects to enter into these transactions to preserve a return or spread on a particular investment or portion of the portfolio, to modify the portfolio’s duration, to protect against any increase in the price of securities the Fund anticipates purchasing at a later date, or to gain exposure to certain markets in the most economical way possible.

Interest rate swaps involve the exchange by a Fund with another party of their respective commitments to receive or pay interest (e.g., an exchange of fixed rate payments for floating rate payments) with respect to a notional amount of principal. Currency swaps involve the exchange of cash flows on a notional amount based on changes in the values of referenced currencies.

The purchase of a cap entitles the purchaser to receive payments on a notional principal amount from the party selling the cap to the extent that a specified index exceeds a predetermined interest rate or amount. The purchase of an interest rate floor entitles the purchaser to receive payments on a notional principal amount from the party selling the floor to the extent that a specified index falls below a predetermined interest rate or amount. A collar is a combination of a cap and a floor that preserves a certain return with a predetermined range of interest rates or values.

Swaps do not involve the delivery of securities or other underlying assets or principal, and are subject to counterparty risk. If the other party to a swap defaults and fails to consummate the transaction, a Fund’s risk of loss consists of the net amount of interest payments that the Fund is contractually entitled to receive.

Whether a Fund’s use of swap agreements or swap options will be successful in achieving the Fund’s investment objective will depend on the Subadvisor’s ability to predict correctly whether certain types of investments are likely to produce greater returns than other investments. Moreover, a Fund bears the risk of loss of the amount expected to be received under a swap agreement in the event of the default or bankruptcy of a swap agreement counterparty. The Funds will enter into swap agreements only with counterparties that meet certain standards of creditworthiness.

If there is a default by the counterparty to a swap contract, a Fund will be limited to contractual remedies pursuant to the agreements related to the transaction. There is no assurance that a swap contract counterparty will be able to meet its obligations pursuant to a swap contract or that, in the event of a default, a Fund will succeed in pursuing contractual remedies. A Fund thus assumes the risk that it may be delayed in, or prevented from, obtaining payments owed to it pursuant to a swap contract. However, the amount at risk is only the net unrealized gain, if any,

155

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September 30, 2012 (Unaudited)

on the swap at the time of default, and not the entire notional amount of the swap contract. The Subadvisor that enters into the swap agreement will closely monitor, subject to the oversight of the Board, the creditworthiness of swap counterparties in order to minimize the risk of counterparty default on swaps.

Because swaps are two party contracts that may be subject to contractual restrictions on transferability and termination, and they may have terms of greater than seven days, swap agreements may be considered to be illiquid and subject to a Fund’s limitation on investments in illiquid securities. However, the Trust has adopted procedures pursuant to which the Advisor may determine that swaps (including swap options) are liquid under certain circumstances. To the extent that a swap is not liquid, it may not be possible to initiate a transaction or liquidate a position at an advantageous time or price, which may result in significant losses.

Certain restrictions imposed on the Funds by the Code may limit the Funds’ ability to use swap agreements. The swaps market is largely unregulated. It is possible that developments in the swaps market, including potential government regulation, could adversely affect a Fund’s ability to terminate existing swap agreements or to realize amounts to be received under such agreements.

The credit default swap agreements may have as reference obligations one or more securities that are not currently held by a Fund. The protection “buyer” in a credit default swap agreement is generally obligated to pay the protection “seller” an upfront or a periodic stream of payments over the term of the contract provided that no credit event, such as a default, on a reference obligation has occurred. If a credit event occurs, the seller generally must pay the buyer the “par value” (full notional value) of the swap in exchange for an equal face amount of deliverable obligations of the reference entity described in the swap, or the seller may be required to deliver the related net cash amount, if the swap is cash settled. A Fund may be either the buyer or seller in the transaction. If a Fund is a buyer and no credit event occurs, the Fund may recover nothing if the swap is held through its termination date. However, if a credit event occurs, the buyer generally may elect to receive the full notional value of the swap in exchange for an equal face amount of deliverable obligations of the reference entity whose value may have significantly decreased. As a seller, a Fund generally receives an upfront payment or a fixed rate of income throughout the term of the swap provided that there is no credit event. As the seller, a Fund would effectively add leverage to its portfolio because, in addition to its total net assets, a Fund would be subject to investment exposure on the notional amount of the swap.

The spread of a credit default swap is the annual amount the protection buyer must pay the protection seller over the length of the contract, expressed as a percentage of the notional amount. When spreads rise, market perceived credit risk rises and when spreads fall, market perceived credit risk falls. Wider credit spreads and decreasing market values, when compared to the notional amount of the swap, represent a deterioration of the referenced entity’s credit worthiness and an increased market perception that there is a greater likelihood of risk of default or other credit event occurring as defined under the terms of the agreement. For credit default swap agreements on asset-backed securities and credit indices, the quoted market prices and resulting values, as well as the annual payment rates, serve as an indication of the current status of the payment/performance risk.

Credit default swap agreements involve greater risks than if a Fund had invested in the reference obligation directly since, in addition to general market risks, credit default swaps are subject to illiquidity risk, counterparty risk and credit risk. A Fund will enter into credit default swap agreements only with counterparties that meet certain standards of creditworthiness. A buyer generally also will lose its investment and recover nothing should no credit event occur and the swap is held to its termination date. If a credit event were to occur, the value of any deliverable obligation received by the seller, coupled with the upfront or periodic payments previously received, may be less than the full notional value it pays to the buyer, resulting in a loss of value to the seller. A Fund’s obligations under a credit default swap agreement will be accrued daily (offset against any amounts owing to the Fund). In connection with credit default swaps in which a Fund is the buyer, the Fund will segregate or “earmark” cash or assets determined to be liquid by the Advisor and/or the Subadvisor in accordance with procedures established by the Board of Trustees, or enter into certain offsetting positions, with a value at least equal to the Fund’s exposure (any accrued but unpaid net amounts owed by the Fund to any counterparty), on a marked-to-market basis. In connection with credit default swaps in which a Fund is the seller, the Fund will segregate or “earmark” cash or assets determined to be liquid by the Advisor and/or Subadvisor in accordance with procedures established by the Board of Trustees, or enter into offsetting positions, with a value at least equal to the full notional amount of the swap

156

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Notes to the Financial Statements (Continued)

September 30, 2012 (Unaudited)

(minus any amounts owed to the Fund). Such segregation or “earmarking” will ensure that a Fund has assets available to satisfy its obligations with respect to the transaction and will limit any potential leveraging of the Fund’s portfolio. Such segregation or “earmarking” will not limit the Fund’s exposure to loss.

Certain clearinghouses currently offer clearing for limited types of derivatives transactions, principally credit derivatives. In a cleared derivative transaction, a Fund typically enters into the transaction with a financial institution counterparty, and performance of the transaction is effectively guaranteed by a central clearinghouse, thereby reducing or eliminating the Fund’s exposure to the credit risk of the original counterparty. The Fund typically will be required to post specified levels of margin with the clearinghouse or at the instruction of the clearinghouse; the margin required by a clearinghouse may be greater than the margin the Fund would be required to post in an uncleared derivative transaction. Daily changes in valuation of centrally cleared swaps, if any, are recorded as a receivable or payable for the change in value as appropriate on the Statements of Assets and Liabilities. Only a limited number of derivative transactions are currently eligible for clearing by clearinghouses.

Swap agreements are marked to market daily. The change in value, if any, is recorded as unrealized gain or loss in the Statement of Operations. A liquidation payment received or made at the termination of the swap is recorded as realized gain or loss in the Statement of Operations. Net periodic payments are included as part of realized gain (loss) on the Statement of Operations.

The swaps in which the Fund may engage may include instruments under which one party pays a single or periodic fixed amount(s) (or premium), and the other party pays periodic amounts based on the movement of a specified index. Swaps do not involve the delivery of securities, other underlying assets, or principal. The Fund’s maximum risk of loss from counterparty credit risk, as opposed to investment and other types of risk, in respect of swaps is typically the discounted net value of the cash flows to be received from the counterparty over the contract’s remaining life to the extent that such amount is positive, plus the cost of entering into a similar transaction with another counterparty, if possible.

The use of swaps is a highly specialized activity that involves investment techniques and risks different from those associated with ordinary portfolio securities transactions. If the Advisor or Subadvisor is incorrect in its forecasts of market values, interest rates, and currency exchange rates, the investment performance of the Fund would be less favorable than it would have been if this investment technique were not used.

Like most other investments, swap agreements are subject to the risk that the market value of the instrument will change in a way detrimental to a Fund’s interest. A Fund bears the risk that Subadvisor will not accurately forecast future market trends or the values of assets, reference rates, indexes, or other economic factors in establishing swap positions for the Fund. If a Subadvisor attempts to use a swap as a hedge against, or as a substitute for, a portfolio investment, the Fund will be exposed to the risk that the swap will have or will develop imperfect or no correlation with the portfolio investment. This could cause substantial losses for the Fund. While hedging strategies involving swap instruments can reduce the risk of loss, they can also reduce the opportunity for gain or even result in losses by offsetting favorable price movements in other Fund investments.

During the period ended September 30, 2012, Core Opportunistic used swap agreements to adjust interest rate and yield curve exposure or to manage credit exposure. Emerging Markets used swap agreements to create passive index exposure to certain domestic emerging market country indices in the Fund. See the Core Opportunistic and Emerging Markets Schedule of Investments for a listing of open swap agreements as of September 30, 2012.

(g)  Futures

A futures contract is a contractual agreement to buy or sell a specific amount of a commodity or financial instrument at a predetermined price on a stipulated future date. A Fund may enter into contracts for the purchase or sale for future delivery of securities, indices and foreign currencies. Futures contracts may be opened to protect against the adverse effects of fluctuations in security prices, interest rates, or foreign exchange rates without actually buying or selling the securities or foreign currency. A Fund also may enter into futures contracts as a low cost method for gaining or reducing exposure to a particular currency or securities market without directly investing in those currencies or securities.

157

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Notes to the Financial Statements (Continued)

September 30, 2012 (Unaudited)

A purchase of a futures contract means the acquisition of a contractual right of a Fund to obtain delivery of the securities or foreign currency underlying the contract at a specified price on a specified future date. When a futures contract is sold, a Fund incurs a contractual obligation to deliver the securities or foreign currency underlying the contract at a specified price on a specified date.

When a Fund enters into a futures contract, it must deliver to the futures commission merchant selected by the Fund an amount referred to as “initial margin.” This amount is maintained by the futures commission merchant in a segregated account at the custodian bank. Futures contracts are marked-to-market daily, depending upon changes in the price of the underlying securities subject to the futures contracts, and the change in value is recorded by the Fund as a variation margin payable or receivable. The Fund recognizes gains and losses on futures contracts in addition to the variation margin, which gains and losses are considered realized at the time the contracts expire or close.

A Fund may enter into futures transactions on domestic exchanges and, to the extent such transactions have been approved by the CFTC for sale to customers in the United States, on foreign exchanges. In addition, a Fund may sell stock index futures in anticipation of, or during a market decline to attempt to offset the decrease in the market value of the Fund’s common stocks that might otherwise result, and a Fund may purchase such contracts in order to offset increases in the cost of common stocks that it intends to purchase. Unlike other futures contracts, a stock index futures contract specifies that no delivery of the actual stocks making up the index will take place. Instead, settlement in cash must occur upon the termination of the contract.

While futures contracts provide for the delivery of securities, deliveries usually do not occur. Contracts are generally terminated by entering into offsetting transactions.

During the period ended September 30, 2012, Small/Mid Cap Value used futures to equitize cash. Core Opportunistic used futures to adjust interest rate exposure and replicate government bond positions. Emerging Markets used futures to create passive index exposure to certain domestic emerging market country indices in the Fund. See the Small/Mid Cap Value, Core Opportunistic and Emerging Markets Schedules of Investments for a listing of open futures contracts as of September 30, 2012.

(h) Options

The Funds may purchase and sell (write) put and call options on debt securities and indices to enhance investment performance, manage duration, or protect against changes in market prices. The Funds may also buy and sell combinations of put and call options on the same underlying security, currency or index. Short (sold) options positions will generally be hedged by the Funds with cash, cash equivalents, current portfolio security holdings, or other options or futures positions.

The Funds may enter into swap options (“swaptions”). A swaption is a contract that gives a counterparty the right (but not the obligation), in return for payment of a premium, to enter into a new swap agreement or to shorten, extend, cancel, or otherwise modify an existing swap agreement, at some designated future time on specified terms. Each Fund may write (sell) and purchase put and call swaptions. Depending on the terms of the particular option agreement, a Fund generally will incur a greater degree of risk when the Fund writes a swaption than the Fund will incur when it purchases a swaption. When a Fund purchases a swaption, the Fund’s risk of loss is limited to the amount of the premium it has paid should it decide to let the swaption expire unexercised. However, when a Fund writes a swaption, upon exercise of the option, the Fund will become obligated according to the terms of the underlying agreement.

When the Fund writes a covered call or a put option, an amount equal to the premium received by the Fund is included in the Fund’s Statement of Assets and Liabilities as an asset and as an equivalent liability. The amount of the liability is subsequently marked-to-market to reflect the current market value of the option written. The Fund receives a premium on the sale of a call option but gives up the opportunity to profit from any increase in stock value above the exercise price of the option, and when the Fund writes a put option, it is exposed to a decline in the price of the underlying security.

158

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Notes to the Financial Statements (Continued)

September 30, 2012 (Unaudited)

Whether an option which the Fund has written expires on its stipulated expiration date or the Fund enters into a closing purchase transaction, the Fund realizes a gain (or loss, if the cost of a closing purchase transaction exceeds the premium received when the option was sold) without regard to any unrealized gain or loss on the underlying security, and the liability related to such option is extinguished. If a call option which the Fund has written is exercised, the Fund realizes a capital gain or loss from the sale of the underlying security, and the cost basis of the lots sold are decreased by the premium originally received. When a put option which a Fund has written is exercised, the amount of the premium originally received will reduce the cost of the security which a Fund purchases upon exercise of the option. Realized gains (losses) on purchased options are included in net realized gain (loss) from investments.

The Funds’ use of written options involves, to varying degrees, elements of market risk in excess of the amount recognized in the Statements of Assets and Liabilities. The face or contract amounts of these instruments reflect the extent of the Fund’s exposure to market risk. The risks may be caused by an imperfect correlation between movements in the price of the instrument and the price of the underlying securities and interest rates.

During the period ended September 30, 2012, Non-US Core Equity used options to adjust exposure to foreign currency and to efficiently maintain liquidity. Core Opportunistic used options to manage interest rate and volatility exposure.

See the Non-US Core Equity and Core Opportunistic Schedules of Investments for a listing of options contracts as of September 30, 2012.

Transactions in written option contracts for Core Opportunistic for the period ended September 30, 2012, is as follows:

	Number of Contracts			Premiums Received
Options outstanding at March 31, 2012		20,591,058		$	402,233
Options written		62,461,636			617,882
Options terminated in closing purchase transactions		(26,817,243	)		(483,148	)
Options expired		(39,135,125	)		(167,448	)
Options outstanding at September 30, 2012		17,100,326		$	369,519

(i)  Forward foreign currency contracts

The Funds may purchase or sell currencies and/or engage in forward foreign currency transactions in order to expedite settlement of portfolio transactions and to manage currency risk.

Forward foreign currency contracts are traded in the inter-bank market conducted directly between currency traders (usually large commercial banks) and their customers. A forward contract generally has no deposit requirement and no commissions are charged at any stage for trades. The Funds will account for forward contracts by marking-to-market each day at current forward contract values. The change in market value is recorded by the Fund as an unrealized gain or loss. When the contract is closed, the Fund recognizes a realized gain or loss equal to the difference between the value of the contract at the time the contract was opened and the value at the time the contract was closed.

The Funds will only enter into forward contracts to sell, for a fixed amount of U.S. dollars or other appropriate currency, an amount of foreign currency, to the extent that the value of the short forward contract is covered by the underlying value of securities denominated in the currency being sold. Alternatively, when a Fund enters into a forward contract to sell an amount of foreign currency, the Custodian or the Fund’s sub-custodian will segregate assets in a segregated account of the Fund in an amount not less than the value of the Fund’s total assets committed to the consummation of such forward contract. If the additional segregated assets placed in the segregated account decline, additional cash or securities will be placed in the account on a daily basis so that the value of the account will equal the amount of the Fund’s commitments with respect to such contract.

159

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Notes to the Financial Statements (Continued)

September 30, 2012 (Unaudited)

During the period ended September 30, 2012, Core Opportunistic used forward foreign currency contracts to hedge, cross-hedge or to actively manage non-US Dollar exposures in the Fund. Emerging Markets used forward foreign currency contracts to hedge, cross hedge or actively manage the currency exposures in the Fund. See the Core Opportunistic and Emerging Markets Schedules of Investments for a listing of open forward foreign currency contracts as of September 30, 2012.

(j)  Foreign currency translation

The books and records of each Fund are maintained in US dollars. Foreign currencies, investments and other assets and liabilities denominated in foreign currencies are translated into US dollars at the foreign exchange rates prevailing at the end of the period. Purchases and sales of investment securities, income and expenses are translated at exchange rates prevailing on the respective dates of such transactions. Unrealized gains and losses that result from changes in foreign currency exchange rates have been included in the unrealized gains (losses) on foreign currency translations within each Fund’s Statement of Operations. Net realized foreign currency gains and losses resulting from changes in exchange rates include foreign currency gains and losses between trade date and settlement date on investment securities transactions, foreign currency transactions and the difference between the amounts of interest and dividends recorded on the books of the Fund and the amount actually received. The portion of foreign currency gains and losses related to fluctuations in exchange rates between the purchase settlement date and subsequent sale trade date is included in realized gains and losses on investment transactions.

(k)  When-issued/TBA securities

Purchasing securities on a “when-issued” basis is a commitment by a Fund to buy a security before the security is actually issued. A Fund may purchase securities offered on a “when-issued” or “forward delivery” basis such as “to-be-announced” (“TBA”) securities. When so offered, the price, which is generally expressed in yield terms, is fixed at the time the commitment to purchase is made, but delivery and payment for the when-issued or forward delivery securities take place at a later date. During the period between purchase and settlement, no payment is made by the purchaser to the issuer and no interest on the when-issued or forward delivery security accrues to the purchaser. While when-issued or forward delivery securities may be sold prior to the settlement date, it is intended that a Fund will purchase such securities with the purpose of actually acquiring the securities unless a sale appears desirable for investment reasons. At the time a Fund makes the commitment to purchase a security on a when-issued or forward delivery basis, the Fund will record the transaction and reflect the value of the security in determining the Fund’s NAV. The market value of when-issued or forward delivery securities may be more or less than the purchase price. Certain risks may arise upon entering into when-issued or forward delivery securities transactions, including the potential inability of counterparties to meet the terms of their contracts, and the issuer’s failure to issue the securities due to political, economic, or other factors. Additionally, losses may arise due to declines in the value of the securities prior to settlement date. See the Core Opportunistic Schedule of Investments for TBA sale commitments held as of September 30, 2012.

(l)  Real estate investment trusts

The Funds may invest in real estate investment trusts (“REITs”), which pool investors’ funds for investment, primarily in income producing real estate or real estate-related loans or interests. A REIT is not taxed on income distributed to its shareholders or unitholders if it complies with regulatory requirements relating to its organization, ownership, assets and income, and with a regulatory requirement to distribute to its shareholders or unitholders at least 90% of its taxable income for each taxable year.

A shareholder in a Fund, by investing in REITs through the Fund, will bear not only the shareholder’s proportionate share of the expenses of the Fund, but also, indirectly, the management expenses of the underlying REITs. REITs depend generally on their ability to generate cash flow to make distributions to shareholders or unitholders, and may be subject to defaults by borrowers and to self-liquidations. In addition, the performance of a REIT may be affected by its failure to qualify for tax-free pass-through of income, or the REIT’s failure to maintain exemption from registration under the 1940 Act. Dividends representing a return of capital are reflected as a reduction of cost and/or as a realized gain when the amount of the return of capital is conclusively determined. See each Fund’s Schedule of Investments for REIT securities held as of September 30, 2012.

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September 30, 2012 (Unaudited)

(m)  Mortgage-Related and other Asset-Backed securities

The Funds may invest in mortgage-backed and asset-backed securities. Mortgage-backed securities represent an interest in a pool of mortgages. Asset-backed securities are structured like mortgage-backed securities, but instead of mortgage loans or interests in mortgage loans, the underlying assets may include such items as motor vehicle installment sales or installment loan contracts, leases of various types of real and personal property, and receivables from credit card agreements. The value of some mortgage or asset-backed securities may be particularly sensitive to changes in prevailing interest rates. Early repayment of principal on some mortgage-related securities may expose the Fund to a lower rate of return upon reinvestment of principal. The value of these securities may fluctuate in response to the market’s perception of the creditworthiness of the issuers. Additionally, although mortgages and mortgage-related securities are generally supported by some form of government or private guarantee and/or insurance, there is no assurance that private guarantors or insurers will meet their obligations.

One type of stripped mortgage-backed security has one class receiving all of the interest from the mortgage assets (the interest-only, or “IO” class), while the other class will receive all of the principal (the principal-only, or “PO” class). Payments received for the IOs are included in interest income on the Statements of Operations. Because principal will not be received at the maturity of an IO, adjustments are made to the cost basis of the security on a daily basis until maturity. These adjustments are included in interest income on the Statements of Operations. Payments received for POs are treated as reductions to the cost and par value of the securities. See the Schedules of Investments for mortgage-backed and asset-backed securities held by Core Opportunistic and Short Maturity as of September 30, 2012.

(n)  Bank loans

Core Opportunistic invests in bank loans, which include institutionally-traded floating rate securities generally acquired as an assignment from another holder of, or participation interest in, loans originated by a bank or financial institution (the “Lender”) that acts as agent for all holders. The agent administers the terms of the loan, as specified in the loan agreement. The Fund may invest in multiple series or tranches of a loan, which may have varying terms and carry different associated risks. When investing in a loan participation, the Fund has the right to receive payments of principal, interest and any fees to which it is entitled only from the Lender selling the loan agreement and only upon receipt by the Lender of payments from the borrower. The Fund generally has no right to enforce compliance with the terms of the loan agreement with the borrower. As a result, the Fund may be subject to the credit risk of both the borrower and the Lender that is selling the loan agreement. See the Core Opportunistic Schedule of Investments for open bank loans held as of September 30, 2012.

(o)  Indexed securities

The Funds may invest in indexed securities where the redemption values and/or coupons are linked to the prices of other securities, securities indices, or other financial indicators. The Funds use indexed securities to increase or decrease their exposure to different underlying instruments and to gain exposure to markets in which it may be difficult to invest through conventional securities. Indexed securities may be more volatile than their underlying instruments, but any loss is limited to the amount of the original investment. See the Core Opportunistic Schedule of Investments for indexed securities held as of September 30, 2012.

(p)  Taxes and distributions

The Funds intend to qualify each year as regulated investment companies under Subchapter M of the Internal Revenue Code of 1986, as amended (the “Code”). The Funds intend to distribute substantially all of their net investment income and net realized short-term and long-term gains, if any, after giving effect to any available capital loss carryovers for U.S. federal income tax purposes. Therefore, no provision for U.S. federal and state income or excise tax is necessary.

(q)  Allocation of expenses and income

The majority of expenses of the Trust are directly identifiable to an individual Fund. Expenses which are not readily identifiable to a specific Fund are allocated among the applicable Funds, taking into consideration, among other things, the nature and type of expense and the relative size of each applicable Fund.

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September 30, 2012 (Unaudited)

(r)  Redemption fees

While none of the Funds’ classes have initial or contingent deferred sales charges on purchases of Fund shares, redemptions of Fund shares held less than 30 days may be assessed a 2% short-term trading fee and recorded as paid-in capital.

(s)  Credit agreement

The Trust entered into a Credit Agreement on behalf of the Funds (“the Agreement”) with a bank pursuant to a revolving line of credit through June 24, 2013. Borrowings for each Fund under the Agreement are limited to the lesser of $50,000,000 or 33 1/3% of a Fund’s Total Net Assets provided borrowings did not exceed, in the aggregate, $50,000,000. Under the terms of the Agreement the Trust pays an annual commitment fee at the rate 0.15% per year on the difference between the total line of credit and the average daily amount of borrowings outstanding. Interest is charged to the Funds based on its borrowings at a variable rate equal to the Overnight Rate plus 1.25%. The Funds did not borrow under the Agreement during the period ended September 30, 2012.

(t)  Indemnities

In the normal course of business, the Funds enter into contracts that require them to provide a variety of representations or general indemnification for certain liabilities. The Funds’ maximum exposure under these arrangements is unknown, as this would involve future claims that may be made against the Funds that have not yet occurred. However, the Funds have not had prior claims or losses pursuant to these contracts and expect the risk of loss to be remote.

3. Fees and other transactions with affiliates

The Advisor provides investment advisory services to each Fund pursuant to an investment management agreement. Pursuant to the investment management agreement, each Fund pays the Advisor a fee for managing the Fund’s investments at an annual rate of:

	Assets up to $750 million			Assets in excess of $750 million
Large Cap Growth		0.55	%		0.53	%
Large Cap Value		0.53	%		0.51	%
Small/Mid Cap Growth		0.90	%		0.90	%
Small/Mid Cap Value		0.90	%		0.90	%
Non-US Core Equity		0.75	%		0.73	%
Core Opportunistic		0.35	%		0.33	%
Emerging Markets		0.80	%		0.80	%
Short Maturity		0.25	%		0.23	%

Such fees as referenced above are shown in the Advisory fees line in the Statements of Operations. The Advisor provides certain internal administrative services to the Class S, Class Y-1 and Class Y-2 shares of the Funds, for which the Advisor receives a fee of 0.15%, 0.10% and 0.05% of the average daily net assets of the Class S, Class Y-1 and Class Y-2 shares of the Funds, respectively. These internal administrative services include attending to shareholder correspondence, assisting with the processing of purchases and redemptions of shares, preparing and disseminating information and documents for use by beneficial shareholders and monitoring and overseeing non-advisory relationships with entities providing services to the Class S, Class Y-1 and Class Y-2 shares, including the transfer agent.

The Funds have adopted a plan of marketing and service, or “12b-1 plan” to finance the provision of certain shareholder services to the owners of Class S and Class Y-1 shares of the Funds (collectively referred to as the “plans”). The plan provides for payments at annual rates (based on average net assets) of up to 0.25% of each Fund’s Class S and Class Y-1 shares. However, Class S and Class Y-1 shares have not commenced operations.

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Notes to the Financial Statements (Continued)

September 30, 2012 (Unaudited)

The Trust, with respect to each Fund, and the Advisor have entered into a written contractual fee waiver and expense reimbursement agreement pursuant to which the Advisor has agreed to waive a portion of its fees and/or reimburse expenses. Effective August 1, 2012, the contractual fee caps on Small/Mid Cap Growth, Small/Mid Cap Value and Non-US Core Equity were increased by 5 basis points (0.05%) to 0.97%, 0.97% and 0.87%, respectively. For the period ended September 30, 2012, the fees were reimbursed to the extent that each Fund’s class expenses exceeded the net expense rates as set forth below of average daily net assets of the Fund class. Pursuant to the expense reimbursement agreement, the Advisor is entitled to be reimbursed for any fees the Advisor waives and Fund expenses that the Advisor reimburses for a period of three years following such fee waivers and expense reimbursements, to the extent that such reimbursement of the Advisor by a Fund will not cause the Fund to exceed any applicable expense limitation that is in place for the Fund. These reimbursements are shown in the Reimbursement of expenses line in the Statements of Operations.

	Class S			Class Y-1			Class Y-2			Class Y-3
Large Cap Growth		1.07	%		1.02	%		0.72	%		0.57	%
Large Cap Value		1.05	%		1.00	%		0.70	%		0.55	%
Small/Mid Cap Growth		1.47	%		1.42	%		1.12	%		0.97	%
Small/Mid Cap Value		1.47	%		1.42	%		1.12	%		0.97	%
Non-US Core Equity		1.37	%		1.32	%		1.02	%		0.87	%
Core Opportunistic		0.87	%		0.82	%		0.52	%		0.37	%
Emerging Markets		1.60	%		1.55	%		1.25	%		0.95	%
Short Maturity		0.82	%		0.77	%		0.47	%		0.32	%

As of September 30, 2012 only Class Y-3 had commenced operations.

In June 2012, the Board terminated the Funds’ transfer agency agreement with BNY Mellon Investments Servicing (US) Inc., and approved a transfer agency agreement with State Street Bank and Trust Co. (“SSB”). Pursuant to the transfer agent agreement, SSB has agreed to waive its fees and out of pocket expenses, during the first twelve (12) months of service, up to $33,000 per month. For the period ended September 30, 2012, the fees waived, are shown in the Fee reduction line in the Statement of Operations.

4. Purchases and sales of securities

Cost of purchases and proceeds from sales of securities, excluding short-term investments, for the period ended September 30, 2012, were as follows:

	Long-Term U.S. Government Securities		Other Long-Term Securities
Purchases
Large Cap Growth	$	—	$	131,597,014
Large Cap Value		—		120,340,483
Small/Mid Cap Growth		—		123,897,557
Small/Mid Cap Value		—		159,007,266
Non-US Core Equity		—		796,874,113
Core Opportunistic		399,860,866		83,275,587
Emerging Markets		—		288,911,986
Short Maturity		3,689,208		3,067,035
Sales
Large Cap Growth		—		131,397,958
Large Cap Value		—		123,571,815
Small/Mid Cap Growth		—		80,014,837
Small/Mid Cap Value		—		109,762,809
Non-US Core Equity		—		814,337,208
Core Opportunistic		353,218,744		129,126,232
Emerging Markets		—		18,685,464
Short Maturity		2,507,377		3,665,658

163

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Notes to the Financial Statements (Continued)

September 30, 2012 (Unaudited)

5. Share transactions

Each Fund is authorized to issue an unlimited number of shares of beneficial interest without par value. Transactions in Fund shares were as follows:

Large Cap Growth

	Six Months Ended September 30, 2012						Year Ended March 31, 2012
	Shares			Amount			Shares			Amount
Class Y-3:
Shares sold		1,643,810		$	20,145,317			4,228,266		$	48,170,956
Shares issued through in-kind contribution		—			—			—			—
Shares issued to shareholders in reinvestment of distributions		—			—			72,055			799,812
Shares repurchased		(1,590,768	)		(20,234,223	)		(4,299,177	)		(52,840,670	)
Net increase		53,042		$	(88,906	)		1,144		$	(3,869,902	)

Large Cap Value

	Six Months Ended September 30, 2012						Year Ended March 31, 2012
	Shares			Amount			Shares			Amount
Class Y-3:
Shares sold		2,047,838		$	16,722,596			5,880,659		$	45,086,185
Shares issued through in-kind contribution		—			—			—			—
Shares issued to shareholders in reinvestment of distributions		—			—			1,056,346			7,996,540
Shares repurchased		(2,969,528	)		(25,279,101	)		(5,130,130	)		(42,101,734	)
Net increase (decrease)		(921,690	)	$	(8,556,505	)		1,806,875		$	10,980,991

Small/Mid Cap Growth

	Six Months Ended September 30, 2012						Year Ended March 31, 2012
	Shares			Amount			Shares			Amount
Class Y-3:
Shares sold		5,795,758		$	63,507,195			5,321,710		$	60,017,995
Shares issued to shareholders in reinvestment of distributions		—			—			2,564,102			25,512,817
Shares repurchased		(1,373,137	)		(15,328,766	)		(6,151,112	)		(72,287,677	)
Net increase		4,422,621		$	48,178,429			1,734,700		$	13,243,135

164

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Notes to the Financial Statements (Continued)

September 30, 2012 (Unaudited)

Small/Mid Cap Value

	Six Months Ended September 30, 2012						Year Ended March 31, 2012
	Shares			Amount			Shares			Amount
Class Y-3:
Shares sold		6,485,589		$	61,578,131			6,303,350		$	59,998,309
Shares issued to shareholders in reinvestment of distributions		—			—			1,907,274			16,955,667
Shares repurchased		(1,189,481	)		(11,401,464	)		(6,561,837	)		(65,374,362	)
Net increase		5,296,108		$	50,176,667			1,648,787		$	11,579,614

Non-US Core Equity

	Six Months Ended September 30, 2012						Year Ended March 31, 2012
	Shares			Amount			Shares			Amount
Class Y-3:
Shares sold		21,470,949		$	195,907,707			61,691,368		$	575,035,467
Shares issued through in-kind contribution*		—			—			1,106,339			9,536,640
Shares issued to shareholders in reinvestment of distributions		—			—			3,801,472			32,578,616
Shares repurchased		(26,179,542	)		(251,229,286	)		(21,335,163	)		(204,864,696	)
Net increase (decrease)		(4,708,593	)	$	(55,321,579	)		45,264,016		$	412,286,027

* The Fund received a contribution in-kind on December 15, 2011.

Core Opportunistic

	Six Months Ended September 30, 2012						Year Ended March 31, 2012
	Shares			Amount			Shares			Amount
Class Y-3:
Shares sold		12,087,020		$	133,325,587			14,400,015		$	151,180,806
Shares issued to shareholders in reinvestment of distributions		—			—			4,002,887			41,229,733
Shares repurchased		(3,496,372	)		(37,710,912	)		(23,409,106	)		(247,775,298	)
Net increase (decrease)		8,590,648		$	95,614,675			(5,006,204	)	$	(55,364,759	)

Emerging Markets

	Period from May 1, 2012 (commencement of operations) through September 30, 2012
	Shares			Amount
Class Y-3:
Shares sold		30,919,484		$	303,992,369
Shares repurchased		(38,443	)		(374,020	)
Net increase		30,881,041		$	303,618,349

165

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Notes to the Financial Statements (Continued)

September 30, 2012 (Unaudited)

Short Maturity

	Six Months Ended September 30, 2012						Year Ended March 31, 2012
	Shares			Amount			Shares			Amount
Class Y-3:
Shares sold		—		$	—			396,246		$	3,800,000
Shares issued to shareholders in reinvestment of distributions		—			—			90,188			857,686
Shares repurchased		(23,017	)		(220,729	)		(2,977,496	)		(28,626,906	)
Net decrease		(23,017	)	$	(220,729	)		(2,491,062	)	$	(23,969,220	)

6. Federal income taxes

As of September 30, 2012, the cost for U.S. federal income tax purposes and gross unrealized appreciation and depreciation in value of investments were as follows:

	Federal Income Tax Cost		Tax Basis Unrealized Appreciation		Tax Basis Unrealized Depreciation			Net Unrealized Appreciation (Depreciation)
Large Cap Growth	$	371,574,020	$	99,215,031	$	(4,920,089	)	$	94,294,942
Large Cap Value		421,090,351		60,069,074		(8,895,935	)		51,173,139
Small/Mid Cap Growth		364,884,023		46,575,015		(16,254,817	)		30,320,198
Small/Mid Cap Value		341,802,213		37,988,293		(10,536,772	)		27,451,521
Non-US Core Equity		1,845,654,743		133,932,636		(78,081,362	)		55,851,274
Core Opportunistic		1,299,598,242		57,781,429		(6,815,456	)		50,965,973
Emerging Markets		307,771,698		9,355,533		(5,735,326	)		3,620,207
Short Maturity		43,871,757		609,282		(175,335	)		433,947

The differences between book-basis and tax-basis unrealized appreciation/(depreciation) are primarily due to wash sale loss deferrals, investments in passive foreign investment companies and other basis adjustments.

7. Subsequent event

In accordance with the provisions set forth in FASB ASC 855, “Subsequent Events”, followed by the Funds as of September 30, 2012, management has evaluated the impact of subsequent events existing in the Funds’ financial statements through November 20, 2012, the date the financial statements were available to be issued. Management has determined that there are no material events that would require adjustment or disclosure in the Funds’ financial statements through the date of issuance.

8. Proxy Voting

A description of the policies and procedures that the Advisor and each Fund’s Subadvisors use to determine how to vote proxies relating to the Fund’s portfolio securities is available, without charge, upon request, by calling 1-866-658-9896, and on the Securities and Exchange Commission’s (“SEC”) website at http://www.sec.gov. Information about Funds’ proxy voting decisions are available without charge, online on the Funds’ website at http://www.mercer.us/mutual-funds-on-offer.

9. Quarterly Reporting

The Funds file their complete schedule of portfolio holdings with the Securities and Exchange Commission for the first and third quarters of each fiscal year on Form N-Q, which when filed, will be available on the SEC’s website at

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September 30, 2012 (Unaudited)

http://www.sec.gov. When filed, the Funds’ Form N-Q may be reviewed and copied at the Commission’s Public Reference Room in Washington, D.C. Information on the operation of the Public Reference Room may be obtained by calling 1-800-SEC-0330.

10. Board Approvals of Subadvisory Agreements during the period April 1, 2012 through September 30, 2012

May 31-June 1, 2012 Board Meeting

Mercer US Large Cap Growth Equity Fund

Mercer US Large Cap Value Equity Fund

Mercer US Small/Mid Cap Growth Equity Fund

Mercer US Small/Mid Cap Value Equity Fund

Mercer Non-US Core Equity Fund

Mercer Core Opportunistic Fixed Income Fund

Mercer US Short Maturity Fixed Income Fund

Renewal of the Investment Management Agreement for the Funds

At the meeting of the Board of Trustees (the “Board” or the “Trustees”) of Mercer Funds (the “Trust”) held on May 31-June 1, 2012 (the “June Meeting”), the Trustees, including the Trustees who are not “interested persons” (as that term is defined in the Investment Company Act of 1940, as amended (the “1940 Act”)), of the Trust or Mercer Investment Management, Inc., the Trust’s investment advisor (the “Advisor” or “MIM”) (together, the “Independent Trustees”), considered and approved the renewal of the investment management agreement between the Advisor and the Trust (the “Investment Management Agreement”) with respect to each of the following series of the Trust (each a “Fund,” and together, the “Funds”): (i) Mercer US Large Cap Growth Equity Fund (“Large Cap Growth Fund”), Mercer US Large Cap Value Equity Fund (“Large Cap Value Fund”), Mercer US Small/Mid Cap Growth Equity Fund (“Small Cap Growth Fund”), Mercer US Small/Mid Cap Value Equity Fund (“Small Cap Value Fund”), Mercer Non-US Core Equity Fund (“Non-US Fund”), Mercer Core Opportunistic Fixed Income Fund (“Core Opportunistic Fund”), and Mercer US Short Maturity Fixed Income Fund (“Short Term Fund”).

In considering the renewal of the Investment Management Agreement, the Independent Trustees reviewed the information and materials from the Advisor and from counsel that were prepared for the June Meeting, including: (i) the Investment Management Agreement, with respect to the Advisor’s management of the assets of each Fund; (ii) information describing the nature, extent, and quality of the services that the Advisor provided to the Funds, the fees that the Advisor charged to the Funds for these services, and a comparison of those fees to the fees paid by a peer group of other investment companies having investment objectives similar to the investment objectives of the Funds, and that were identified as competitors, as contained in a report requested by the Board and prepared by Lipper Inc. (the “Lipper Report”), an independent, nationally recognized provider of investment company data, containing, among other things, information on the investment performance (over the one-, two-, three- and four-year periods and since inception time frames) and the fees and expenses of each Fund, as compared to a comparable group of funds (each a “peer group”); (iii) information regarding the Advisor’s business and operations, financial position, portfolio management team, and compliance program; (iv) information describing each Fund’s operating expenses compared to the Fund’s peer group of other registered investment companies with investment objectives similar to the investment objectives of the Funds, and that were identified in the Lipper Report; (v) information describing each Fund’s performance compared to the Fund’s peer group of other investment companies with investment objectives similar to the investment objective of the Fund, as identified in the Lipper Report; (vi) information regarding the Advisor’s profitability in managing each Fund and the Fee Waiver/Expense Limitation Agreement, pursuant to which the Advisor has agreed to subsidize the Funds’ expenses at specific levels, through July 31, 2013, and the substantial losses that the Advisor had sustained to date in managing the Funds; and (vii) information regarding the benefits that the Advisor received (or may receive in the future) as a result of its relationship with the Funds. The Independent Trustees also considered presentations made by, and discussions held with, representatives of the Advisor, both at the June Meeting and throughout the course of the year at regularly scheduled Board meetings. The Independent Trustees also evaluated the Advisor’s answers and responses to the questions and information requests contained in the 15(c) Information Request Letter.

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September 30, 2012 (Unaudited)

In their consideration of the renewal of the Investment Management Agreement, the Independent Trustees considered the following factors:

(a)  The nature, extent, and quality of the services that were provided by the Advisor.  The Independent Trustees reviewed the services that the Advisor had provided to the Funds. In connection with the investment advisory services that were provided to the Funds, the Independent Trustees considered the qualifications, experience, and capabilities of the Advisor’s portfolio management team and other investment personnel, and the extent of care and conscientiousness with which the Advisor’s personnel performed their duties.

In this regard, the Independent Trustees considered that while the Advisor focused primarily on the selection, evaluation, and oversight of the Funds’ subadvisors, consistent with the Trust’s multi-manager structure, the Advisor also had extensive other responsibilities as the Funds’ investment advisor, including: the provision of investment advice; the allocation of each Fund’s assets among multiple subadvisors (including overseeing the process of transitioning assets among subadvisors); and the fee negotiation process whereby the Advisor sought to achieve an appropriate and competitive level of fees and fee structure, and the Advisor’s continual monitoring of the ongoing appropriateness and competitiveness of each subadvisory fee and fee structure; the monitoring of each subadvisor’s investment performance and processes; the oversight of each subadvisor’s compliance with the applicable Fund’s investment objective, policies, and limitations; the review of portfolio security brokerage and trading practices; and the oversight of general portfolio compliance with relevant law.

The Independent Trustees discussed the Advisor’s ability and willingness to identify instances where there was a need to add a new subadvisor, to replace a current subadvisor, to reallocate Fund assets among current subadvisors, to utilize a new strategy of a current Subadvisor to implement a combination of these measures, as well as the Advisor’s ability to promptly, efficiently, and economically effect such changes. The Independent Trustees reviewed the proprietary tools utilized by the Advisor to review, select, evaluate, and monitor subadvisors for the Funds, as well as the Advisor’s experience, resources, and strengths in advising the Mercer Collective Trust and the Mercer Group Trust, two other pooled investment vehicles overseen by the Advisor.

The Independent Trustees discussed the Trust’s multi-manager structure, and the services required by the Trust as a consequence of that structure, as measured against an investment company without multiple subadvisors. The Independent Trustees also evaluated the nature, extent, and quality of the non-investment advisory and administrative services that were provided to the Funds by the Advisor, such as the supervision of the Funds’ third-party service providers. The Independent Trustees considered the scope and substance of the Advisor’s regulatory and compliance policies, procedures, and systems. The Independent Trustees evaluated the Advisor’s capabilities in providing the administrative and compliance services needed to support management of the Funds, and the information that regularly had been provided by the Chief Compliance Officer to the Trustees at prior Board meetings. The Independent Trustees also considered the Advisor’s willingness both to add personnel and to replace existing personnel, as the Funds have grown, in order to ensure that appropriate staffing levels were maintained, and to enhance the distribution of the Funds. Based on their consideration and review of the foregoing information, the Independent Trustees determined that the Funds benefited from the nature, extent, and quality of these services, as well as the Advisor’s ability to continue to provide these services based on the Advisor’s experience, operations, and resources.

(b)  The costs of the services provided and the profits realized by the Advisor and its affiliates from the Advisor’s relationship with the Funds.  The Independent Trustees compared each Fund’s contractual management fee and expense ratio to other investment companies considered to be in the Fund’s respective peer group (as identified in the Lipper Report), and noted the Funds’ favorable rankings. The Independent Trustees observed that the Advisor did not manage other registered investment companies, and therefore, the Advisor could not provide information regarding the Advisor’s fees for such activities.

The Independent Trustees discussed the entrepreneurial risk undertaken by the Advisor in creating and operating the Trust and the Funds, recalled the costs of organizing and operating the Funds, and the significant economic impact that these activities had exerted on the profitability of the Advisor over the prior years, as well as the effect it would have on the Advisor in connection with its continuing to serve as the investment advisor to each Fund. The

168

Mercer Funds

Notes to the Financial Statements (Continued)

September 30, 2012 (Unaudited)

Independent Trustees also discussed the Advisor’s ongoing costs in operating the Funds and the costs of compensating the subadvisors (as well as the Advisor’s initiative to negotiate reduced fee schedules for the Subadvisors, which may allow the Advisor to reach profitability more quickly). The Independent Trustees noted the Advisor’s continuing commitment to limit each Fund’s expenses through the Fee Waiver/Expense Limitation Agreement with the Trust. The Independent Trustees recalled their discussions, both at the June Meeting and at prior Board meetings, regarding the Advisor’s subsidizing the Funds in their initial stages, and the significant losses that the Advisor had sustained, as well as the reiteration of the resolution of both the Advisor and Mercer’s resolution to continue to waive the Advisor’s fees and to reimburse Fund expenses, until such time as the Funds reach profitable asset levels. After comparing each Fund’s fees with the fees of other funds in the Fund’s respective peer group, and in light of the nature, extent, and quality of services that were provided by the Advisor and the costs that were incurred by the Advisor in rendering those services, the Independent Trustees concluded that the level of fees that were paid to the Advisor with respect to each Fund was fair and reasonable.

The Independent Trustees also considered the other relationships that the Advisor and its affiliates have with the Trust, and any ancillary benefits realized by the Advisor and its affiliates from the Advisor’s relationship with each Fund. The Independent Trustees recognized that because of the Trust’s multi-manager structure, the Advisor did not place portfolio transactions on behalf of the Funds, and, thus, the Advisor did not receive proprietary research from broker-dealers that executed the Funds’ portfolio transactions. In addition, the Independent Trustees noted that the Advisor, as a policy, did not receive any services paid for by Fund soft dollar commissions. As such, the Independent Trustees took note of the fact that the Advisor did not derive any benefits from any Fund portfolio transactions, which benefits were enjoyed by certain subadvisors, and in the case of other registered investment companies, by their investment managers.

The Independent Trustees noted that the Advisor, by managing the Funds, may benefit (along with its affiliates) to the extent that potential investors view the Advisor and its affiliates as providing a diverse array of investment products, and managing different asset classes, which were available through multiple investment vehicles. The Independent Trustees also noted that the Advisor served as the Trust’s internal administrator, and the Advisor will be entitled to receive compensation from the Class S, Class Y-l, and Class Y-2 shares of the Funds for acting in that capacity (although no compensation had been paid to date). The Independent Trustees also considered that, in return for this compensation, the Advisor was responsible for, among other things, attending to shareholder correspondence, assisting with the purchase and redemption of shares, and preparing and distributing documents for shareholder use. As such, the Independent Trustees concluded that the benefits that accrued to the Advisor and its affiliates by virtue of their relationships to the Funds were reasonable and fair in comparison with the costs of providing the relevant services.

(c)  The extent to which economies of scale were realized as each Fund grew, and whether fee levels reflected these economies of scale for the benefit of Fund shareholders.  The Independent Trustees next discussed potential economies of scale. Given that the Funds (other than the Non-US Fund) had been in existence and operating for six years, and in light of the challenging market conditions experienced over the prior three and one-half years, Independent Trustees noted that the Funds could be considered to still be in a growth phase, and the Independent Trustees recognized the uncertainty in launching a new investment product and estimating future asset levels. The Independent Trustees discussed that the advisory fee schedule for each Fund, other than for the Small Cap Growth Fund and the Small Cap Value Fund, included a breakpoint at $750 million, which would reduce the investment advisory fee for a Fund and allow the shareholders of the Fund to participate in economies of scale available when the Fund surpassed the threshold level without compromising the quality of services.

(d)  The investment performance of the Funds and the Advisor.  The Independent Trustees considered the overall investment performance of the Funds, and evaluated Fund performance in the context of the Trust’s multi-manager structure, and the unique considerations that this structure required. The Independent Trustees considered whether the Funds operated within their investment objectives and styles, and considered each Fund’s record of compliance with its investment restrictions. The Independent Trustees also considered that the Advisor continued to be proactive in seeking to replace and/or add Subadvisors, to reallocate assets among Subadvisors, and to implement new investment Subadvisor strategies, with a view to improving Fund performance over the long term.

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Notes to the Financial Statements (Continued)

September 30, 2012 (Unaudited)

While consideration was given to the Advisor’s performance reports and discussions at prior Board meetings, particular attention was given to the Lipper Report prepared specifically for the June Meeting. In reviewing the performance of the Funds, the Independent Trustees considered that the performance of each Fund, other than the Large Cap Value Fund, fell within the second, third, or fourth quintiles of its respective performance universe for performance since inception. In particular, the Large Cap Growth Fund and the Small Cap Value Fund had exhibited upward improvement since 2010. The Board also recalled the Advisor’s remarks at the June Meeting describing the Advisor’s expectations for the acceptable performance of each Fund with respect to a range of quintiles.

In the case of the Non-US Fund, the Independent Trustees recalled that the Advisor had replaced GMO with Arrowstreet, and hired Lingohr as a replacement Subadvisor for AllianceBernstein. Additionally, the Board noted that the Advisor hired William Blair in order to ensure that the Fund continued to have emerging markets exposure.

In the case of the Large Cap Value Fund, the Independent Trustees noted that the Fund’s performance for the one- and two-year periods placed it in the first and second quintiles respectively, of its peer universe, which was a significant improvement from its prior fifth quintile performance.

In the case of the Small Cap Growth Fund, the Independent Trustees noted that the Advisor had indicated that it was comfortable with the Fund’s mid-range (third quintile) performance. The Board recalled that Delaware Investments had been added as an additional Subadvisor in an effort to improve returns.

In the case of the Core Opportunistic Fund, the Independent Trustees noted that the Fund’s performance was improving.

On this basis, the Independent Trustees concluded that MIM’s performance in managing each Fund indicated that the Advisor’s continued management will benefit the Fund and its shareholders.

Conclusion.  No single factor was determinative to the decisions of the Independent Trustees. Based on these factors, and such other matters as were deemed relevant, the Independent Trustees concluded that the management fee rates of the Funds continued to be reasonable in relation to the services provided by the Advisor to the Funds, as well as the costs that were incurred and benefits that were gained by the Advisor in providing such services. The Independent Trustees also found the Advisor’s investment management fees to be reasonable in comparison to the fees charged by the investment advisors to the investment companies included in the Funds’ peer groups in the Lipper Report. As a result, the Independent Trustees unanimously approved the Investment Management Agreement and recommended the Agreement’s approval to the Board as being in the best interests of the Funds and their shareholders.

Mercer US Large Cap Growth Equity Fund

Mercer US Large Cap Value Equity Fund

Mercer US Small/Mid Cap Growth Equity Fund

Mercer US Small/Mid Cap Value Equity Fund

Mercer Non-US Core Equity Fund

Mercer Core Opportunistic Fixed Income Fund

Mercer US Short Maturity Fixed Income Fund

Renewal of the Subadvisory Agreements for the Funds

At the June Meeting, the Board, including the Independent Trustees, considered and approved the continuation of the subadvisory agreements (together, the “Subadvisory Agreements”) entered into by the Advisor and the following subadvisors for the Funds: Winslow Capital Management, Inc., Atlanta Capital Management Company, LLC, Neuberger Berman Management, LLC, and Sands Capital Management, LLC (in the case of the Large Cap Growth Fund); Robeco Investment Management, Inc., and O’Shaughnessy Asset Management, L.P. (in the case of the Large Cap Value Fund); Westfield Capital Management Company, LLC, Delaware Management Company, and Goldman Sachs Asset Management, L.P. (in the case of the Small Cap Growth Fund); AQR Capital Management, LLC, NWQ Investment Management Company, LLC, River Road Asset Management, LLC, and Systematic

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Notes to the Financial Statements (Continued)

September 30, 2012 (Unaudited)

Financial Management, L.P. (in the case of the Small Cap Value Fund); Lazard Asset Management LLC, Echo Point Investment Management, LLC, and Massachusetts Financial Services Company (in the case of the Non-US Fund); and Western Asset Management Company, Mackay Shields LLC, Dodge & Cox, and Pacific Investment Management Company LLC (in the case of Core Opportunistic Fund); and J.P. Morgan Investment Management, Inc. (in the case of Short Maturity Fund); (each a “Subadvisor,” and together, the “Subadvisors”).

In considering the renewal of the Subadvisory Agreements, the Independent Trustees considered the information and materials from the Advisor and counsel that included, as to each Subadvisor and each Fund: (i) the Subadvisory Agreement between the Advisor and the Subadvisor; (ii) information regarding the review and due diligence process by which the Advisor selected, monitored, and evaluated the Subadvisor, and recommended the Subadvisor for Board approval; (iii) information describing the nature, extent, and quality of the services that the Subadvisor provided to the respective Fund, and the fees that the Subadvisor charged the Advisor for these services; (iv) information regarding the Subadvisor’s business and operations, financial condition, portfolio management team, and compliance program; (v) the Subadvisor’s brokerage and trading policies and practices; (vi) the Subadvisor’s performance in managing its allocated portion of the Fund’s investment portfolio; and (vii) the Subadvisor’s historical performance returns managing a similar investment mandate, and such performance compared to a relevant index. In addition, the Independent Trustees considered presentations made by, and discussions held with, representatives of the Advisor and representatives of the Subadvisors at prior Board meetings. The Independent Trustees also evaluated answers and responses to applicable information requests contained in their 15(c) Information Request Letter. The Independent Trustees considered and analyzed the factors that the Independent Trustees deemed relevant with respect to each Subadvisor, including: the nature, extent, and quality of the services that were provided to the applicable Fund by the Subadvisor; the Subadvisor’s investment management style; the Subadvisor’s historical performance record managing its allocated portion of the Fund’s portfolio, as well as pooled investment products similar to the applicable Fund; the qualifications and experience of the employees at the Subadvisor who were responsible for the day-to-day management of the allocated portion of the Fund; and the Subadvisor’s staffing levels and overall resources. Additionally, the Independent Trustees received assistance and advice regarding legal and industry standards and reviewed materials supplied by counsel.

In particular, and as to each Fund and to each Subadvisor, the Independent Trustees considered the following factors:

(a)  The nature, extent, and quality of the advisory services that were provided by the Subadvisors.  The Independent Trustees reviewed the nature, extent, and quality of the advisory services that each Subadvisor had provided to the applicable Fund. The Independent Trustees considered the Advisor’s active role as a manager of managers, which included, among other items, monitoring and evaluating the performance of the Subadvisors, recommending that Subadvisors that have not performed as expected be replaced or their allocated portion of the Fund be reduced, and negotiating fee arrangements that may permit the Funds to realize economies of scale without compromising the quality of services. The Independent Trustees discussed the specific investment management process that was employed by each Subadvisor in managing the assets that were allocated to the Subadvisor (which had been discussed with each Subadvisor previously), the qualifications, experience, and capabilities of the Subadvisor’s management and other personnel responsible for the portfolio management of the allocated portion of the applicable Fund; the financial position of the Subadvisor; the quality of the Subadvisor’s regulatory and legal compliance policies and procedures; and the Subadvisor’s brokerage practices. The Independent Trustees considered each Subadvisor’s infrastructure and whether it continued to support the Subadvisor’s investment strategy adequately. The Independent Trustees also discussed the Advisor’s review, selection, and due diligence process with respect to each Subadvisor, and the Advisor’s favorable assessment as to the nature, extent, and quality of the subadvisory services that were provided by the Subadvisor. The Independent Trustees determined that each Fund would continue to benefit from the quality and experience of the portfolio managers of the Fund’s Subadvisors. Based on their consideration and review of the foregoing information, the Independent Trustees concluded that the nature, extent, and quality of the subadvisory services that were provided by each Subadvisor, as well as each Subadvisor’s ability to continue to provide these services based on the Subadvisor’s experience, operations, and resources, were appropriate, and had benefited and will continue to benefit, the applicable Fund and its shareholders.

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Mercer Funds

Notes to the Financial Statements (Continued)

September 30, 2012 (Unaudited)

(b)  The costs of the services provided and the profits realized by the Subadvisors and their affiliates from the Subadvisors’ relationships with the Funds.  The Independent Trustees considered the review, selection, and due diligence process employed by the Advisor in deciding to recommend each Subadvisor as a subadvisor to the respective Fund. The Independent Trustees took account of the Advisor’s reasons for concluding that the compensation payable to each Subadvisor for its services to the Fund were fair and reasonable, in light of the nature and quality of the services furnished to the Fund, and the Advisor’s recommendation that the Subadvisors be continued, particularly in light of the fact that the Subadvisors’ fees were paid by the Advisor and not by the Funds (or their shareholders), and, thus, payments to the Subadvisors detracted from the Advisor’s profitability. The Independent Trustees reviewed Subadvisor profitability information, to the extent it was provided by the Subadvisors in their responses contained in the 15(c) Questionnaires, but since the fees paid by the Advisor to each Subadvisor were the result of arm’s-length bargaining between unaffiliated parties, and given the Advisor’s economic incentive to negotiate reasonable fees with the Subadvisors, the consideration of each Subadvisor’s profitability was not considered necessary. The Independent Trustees took into account the Advisor’s ongoing monitoring of the appropriateness and competitiveness of each subadvisory fee and fee structure, as well as the Advisor’s assessment that the subadvisory fee rates charged by each Subadvisor reflected a reasonable fee arrangement, and the Advisor’s continued initiative to implement reduced subadvisory fee schedules with the Subadvisors. The Independent Trustees noted that the subadvisory fees were paid by the Advisor to each Subadvisor and were not additional fees to be borne by the Fund or its shareholders. The Independent Trustees also considered the information supplied by each Subadvisor, in its 15(c) questionnaire, that presented data regarding fees charged to other clients of the Subadvisor. Based on their discussion, the Independent Trustees concluded that, in light of the quality and extent of the services that were provided, the fees paid to each Subadvisor with respect to the assets that were allocated to the Subadvisor appeared to be within a reasonable range.

(c)  Ancillary Benefits.  The Independent Trustees considered whether there were any ancillary benefits that may accrue to the Subadvisors as a result of their relationships with the Funds. The Independent Trustees concluded that certain Subadvisors may direct Fund brokerage transactions to certain brokers to obtain research and other services. However, the Independent Trustees noted that the Subadvisors were required to select brokers who met the Funds’ requirements for seeking best execution, and that the Advisor monitored and evaluated the Subadvisors’ trade execution with respect to Fund brokerage transactions on a quarterly basis and provided reports to the Board on these matters. The Independent Trustees concluded that the benefits accruing to the Subadvisors by virtue of their relationships with the Funds were reasonable.

(d)  The extent to which economies of scale were realized as each Fund grew, and whether fee levels reflected these economies of scale for the benefit of Fund shareholders.  The Independent Trustees next discussed economies of scale. The Independent Trustees considered each Subadvisor’s fee schedule for providing services to the applicable Fund, and noted that each Subadvisory Agreement, with the exception of the NWQ Subadvisory Agreement, included breakpoints that would reduce the Subadvisor’s fees as assets in the applicable Fund increased. It was noted that the break point arrangements did not directly benefit the Fund, but were a benefit to the Advisor. The Board took note that the sub-advisor fee break point arrangements would tend, over time, to reduce the need for the Advisor to subsidize the Funds through expense caps and fee waivers.

(e)  The investment performance of the Funds and the Subadvisors.  The Independent Trustees considered whether each Subadvisor operated within the applicable Fund’s investment objective and style, and considered each Subadvisor’s record of compliance with the Fund’s relevant investment restrictions. The Independent Trustees also considered the Advisor’s conclusions, and the reasons supporting the Advisor’s conclusions, that the performance record of each Subadvisor supported the approval of its Subadvisory Agreement.

Conclusion.  No single factor was determinative to the decisions of the Independent Trustees. Based on these factors, along with the determinations of the Advisor at the conclusion of its review and due diligence process and such other matters as were deemed relevant, the Independent Trustees concluded that the fee rate for each Subadvisor continued to be reasonable in relation to the services that were provided by the Subadvisors to the Funds. As a result, the Independent Trustees unanimously approved the Subadvisory Agreements and recommended to the Board the approval of each Subadvisory Agreement concluded that the approval of the Subadvisory Agreements as being in the best interests of the Funds and their shareholders.

172

Mercer Funds

Notes to the Financial Statements (Continued)

September 30, 2012 (Unaudited)

Mercer Emerging Markets Equity Fund

Approval of the Investment Management Agreement for the Mercer Emerging Markets Equity Fund

At a September 2011 Meeting, the Board, including the Independent Trustees, considered and approved the Investment Management Agreement between the Mercer Emerging Markets Equity Fund (the “Emerging Makets Fund”) and MIM (the “Investment Management Agreement”). In considering the approval of the amendment to the Investment Management Agreement with MIM for the Emerging Markets Fund, the Independent Trustees had considered the information and materials from the Advisor and from counsel that were prepared for the June 2011 meeting of the Board of Trustees (the “June Meeting”), including: (i) the Investment Management Agreement with respect to the Advisor’s management of the assets of each Fund; (ii) information describing the nature, extent, and quality of the services that the Advisor provided to the Funds and is expected to provide to the Emerging Markets Fund; the fees that the Advisor proposes to charge to the Emerging Markets Fund for these services; and a comparison of those fees to the fees paid by a peer group of other investment companies having investment objectives similar to the investment objectives of the Emerging Markets Fund, and that were identified as competitors, as contained in the Lipper Report; (iii) information regarding the Advisor’s business and operations; financial position; portfolio management team; and compliance program; (iv) information describing the Emerging Markets Fund’s expected operating expenses compared to the Fund’s peer group of other registered investment companies with investment objectives similar to the investment objectives of the Fund, and that were identified by Lipper in the Lipper Report; (v) information regarding the Advisor’s expected profitability in managing the Emerging Markets Fund and the Fee Waiver/Expense Limitation Agreement, pursuant to which MIM has agreed to subsidize the Fund’s expenses at specific levels through July 31, 2012; and (vi) information regarding the benefits that MIM may enjoy in the future as a result of its relationship with the Emerging Markets Fund.

The Independent Trustees also considered presentations made by, and discussions held with, representatives of the Advisor, both at this Meeting, at the June Meeting, and throughout the course of the year at regularly scheduled Board meetings. The Independent Trustees also evaluated MIM’s answers and responses to the questions and information requests contained in the 15(c) Information Request Letter provided at the June Meeting.

In their consideration of the approval of the Investment Management Agreement, the Independent Trustees considered the following factors.

(a) The nature, extent, and quality of the services to be provided by the Advisor.  The Independent Trustees reviewed the services that the Advisor expects to provide to the Emerging Markets Fund and has provided to the Funds. In connection with the investment advisory services that were to be provided to the Emerging Markets Fund, the Independent Trustees considered the qualifications, experience, and capabilities of the Advisor’s portfolio management team and other investment personnel, and the extent of care and conscientiousness with which MIM personnel performed their duties.

In this regard, the Independent Trustees considered that, while MIM would focus primarily on the selection, evaluation, and oversight of the Emerging Markets Fund’s Subadvisors, consistent with the Trust’s multi-manager structure, the Advisor also had other extensive responsibilities as the Emerging Markets Fund’s investment advisor, including: the provision of investment advice; the allocation of the Emerging Markets Fund’s assets among multiple subadvisors (including overseeing the process of transitioning assets among subadvisor(s) as necessary, and the fee negotiation process whereby the Advisor sought to achieve an appropriate and competitive level of fees and fee structure, and the Advisor’s continual monitoring of the ongoing appropriateness and competitiveness of each subadvisory fee and fee structure (including the Advisor’s initiative to renegotiate and implement reduced subadvisor fee schedules); the monitoring of each subadvisor’s investment performance and processes; the oversight of each Subadvisor’s compliance with the Emerging Markets Fund’s investment objective, policies, and limitations; review of portfolio security brokerage and trading practices; oversight of general portfolio compliance with relevant law; and the implementation of Board directives as those directives may relate to the Emerging Markets Fund.

The Independent Trustees discussed the Advisor’s ability and willingness to identify instances where there was a need to add a new subadvisor, to replace a current subadvisor, to reallocate Fund assets among current subadvisors,

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Mercer Funds

Notes to the Financial Statements (Continued)

September 30, 2012 (Unaudited)

to utilize a new strategy of a current subadvisor, or to implement a combination of these measures, as well as the Advisor’s ability to timely, efficiently, and economically effect such changes. The Independent Trustees reviewed the proprietary tools utilized by the Advisor to review, select, evaluate, and monitor subadvisors for the Funds, as well as the Advisor’s experience, resources, and strengths in advising the Mercer Collective Trust and the Mercer Group Trust, two other pooled investment vehicles overseen by MIM.

The Independent Trustees discussed the Trust’s multi-manager structure, and the services required by the Trust as a consequence of that structure, as measured against an investment company without multiple subadvisors. The Independent Trustees also evaluated the nature, extent, and quality of the non-investment advisory and administrative services that were to be provided to the Emerging Markets Fund by MIM, such as the supervision of the Fund’s third-party service providers. The Independent Trustees considered the scope and substance of MIM’s regulatory and compliance policies, procedures, and systems. The Independent Trustees evaluated MIM’s capabilities in providing the administrative and compliance services needed to support management of the Emerging Markets Fund, and the information that regularly had been provided by the CCO to the Trustees at prior Board meetings. The Independent Trustees also considered MIM’s willingness both to add personnel and to replace existing personnel, as the Funds have grown, in order to ensure that appropriate staffing levels were maintained, and to enhance the distribution of the Funds. The Independent Trustees also recalled the Advisor’s identification of the large number of new employees that had been hired over the prior year as MIM grew. Based on their consideration and review of the foregoing information, the Independent Trustees determined that the Funds benefited, and that the Emerging Markets Fund would benefit, from the nature, extent, and quality of these services, as well as the Advisor’s ability to continue to provide these services based on MIM’s experience, operations, and resources.

(b)  The costs of the services to be provided and the profits expected to be realized by the Advisor and its affiliates from the Advisor’s relationship with the Emerging Markets Fund.  The Independent Trustees compared the Emerging Markets Fund’s contractual management fee and expense ratio to other investment companies considered to be in the Fund’s respective peer group (as identified by Lipper in its Report), and noted the Funds’ favorable rankings.

The Independent Trustees considered the costs of organizing and operating the Emerging Markets Fund, and the significant economic impact that these activities could have on the profitability of the Advisor. The Independent Trustees also discussed the costs of compensating the Proposed Emerging Markets Fund Subadvisors (as well as MIM’s initiative to negotiate reduced fee schedules for the Proposed Emerging Markets Fund Subadvisors, which may allow the Advisor to reach profitability more quickly). The Independent Trustees noted the Advisor’s commitment to limit the Emerging Markets Fund’s expenses through the Fee Waiver/Expense Limitation Agreement with the Trust. In addition, the Independent Trustees discussed the entrepreneurial risk undertaken by the Advisor in creating and operating the Emerging Markets Fund. The Independent Trustees recalled their discussions, both at this Meeting and at prior meetings, regarding MIM’s subsidizing the Funds in their initial stages, and the significant losses that MIM had sustained, as well as MIM reiterating both its and Mercer’s resolution to continue to waive MIM’s fees and to reimburse Fund expenses, until such time as the Funds reach profitable asset levels. After comparing the Emerging Markets Fund’s fees with the fees of other funds in the Fund’s respective peer group, and in light of the nature, extent, and quality of services that were expected to be provided by the Advisor and the costs that were expected to be incurred by the Advisor in rendering those services, the Independent Trustees concluded that the level of fees that were paid to the Advisor with respect to the Emerging Markets Fund was fair and reasonable.

The Independent Trustees also considered the other relationships that the Advisor and its affiliates have with the Trust, and any ancillary benefits that could be realized by the Advisor and its affiliates from the Advisor’s relationship with the Emerging Markets Fund, as well as the comments of MIM personnel at this Meeting and the June Meeting. The Independent Trustees recognized that because of the Trust’s multi-manager structure, the Advisor would not be placing portfolio transactions on behalf of the Emerging Markets Fund, and, thus, the Advisor would not receive proprietary research from broker-dealers that executed the Fund’s portfolio transactions. In addition, the Independent Trustees noted that MIM, as a policy, would not receive any services paid for by Emerging Markets Fund soft dollar commissions. As such, the Independent Trustees took note of the fact that the

174

Mercer Funds

Notes to the Financial Statements (Continued)

September 30, 2012 (Unaudited)

Advisor did not derive any benefits from any Emerging Markets Fund portfolio transactions, which benefits would be enjoyed by the Proposed Emerging Markets Fund Subadvisors, and in the case of other registered investment companies, by their investment managers.

The Independent Trustees noted that the Advisor, by managing the Funds, may benefit (along with its affiliates) to the extent that potential investors view MIM and its affiliates as providing a diverse array of investment products, and managing different asset classes, which were available through multiple investment vehicles. The Independent Trustees also noted that the Advisor serves as the Trust’s internal administrator, and the Advisor will be entitled to receive compensation from the Class S, Class Y-1, and Class Y-2 shares of the Funds for acting in that capacity (although no compensation had been paid to date). The Independent Trustees also considered that, in return for this compensation, the Advisor was responsible for, among other things, attending to shareholder correspondence, assisting with the purchase and redemption of shares, and preparing and distributing documents for shareholder use. As such, the Independent Trustees concluded that the benefits that may accrue to the Advisor and its affiliates by virtue of their relationships to the Emerging Markets Fund were reasonable and fair in comparison with the costs of providing the relevant services.

(c)  The investment performance of the Funds and the Advisor.  The Independent Trustees recognized that the Emerging Markets Fund was a new fund and, therefore, had no performance history to review. Accordingly, the Independent Trustees recalled at the June Meeting, the overall investment performance of the Funds generally, and their evaluation of Fund performance in the context of the Trust’s multi-manager structure, and the unique considerations that this structure required. The Independent Trustees also considered that MIM continued to be proactive in seeking to replace and/or add subadvisors, to reallocate assets among subadvisors, and to implement new investment subadvisor strategies, with a view to improving Fund performance over the long term. On this basis, the Independent Trustees concluded that MIM’s performance in managing the Funds generally suggested that the Advisor’s management of the Emerging Markets Fund would benefit the Fund and its shareholders.

Conclusion. Following full consideration of the foregoing factors, it was reported that no single factor was determinative to the decisions of the Independent Trustees. Based on these factors, and such other matters as were deemed relevant, the Independent Trustees concluded that the management fee rate of the Emerging Markets Fund was reasonable in relation to the services to be provided by the Advisor to the Fund, as well as the costs that were expected to be incurred and benefits that were expected to be gained by the Advisor in providing such services. The Independent Trustees also found MIM’s investment management fee to be reasonable in comparison to the fees charged by the investment advisors to the investment companies included in the Funds’ peer groups in the Lipper Report. As a result, the Independent Trustees concluded that the approval of the Investment Management Agreement was in the best interests of the Emerging Markets Fund and its shareholders, and the Independent Trustees unanimously approved the Investment Management Agreement and recommended the Agreement’s approval to the Board.

Mercer Emerging Markets Equity Fund

Approval of the Subadvisory Agreements for the Mercer Emerging Markets Equity Fund

At a September 2011 Meeting, the Board, including the Independent Trustees, considered and approved the subadvisory agreements (together, the “Subadvisory Agreements”) entered into by the Advisor and the following subadvisors for the Emerging Markets Fund: AQR Capital Management, Inc.; Kleinwort Benson Investors International Ltd; and Vontobel Asset Management Inc. (each a “Subadvisor,” and together, the “Subadvisors”).

In considering the approval of the Subadvisory Agreements, the Independent Trustees considered the information and materials from the Advisor and counsel that included, as to each Subadvisor and the Emerging Markets Fund: (i) the Subadvisory Agreement between the Advisor and the Subadvisor; (ii) information regarding the process by which the Advisor had reviewed, selected, and recommended the Subadvisor for the Board’s approval, and MIM’s rationale for recommending that each Subadvisor be appointed as a subadvisor to the Emerging Markets Fund, complementing the Emerging Markets Fund’s other proposed subadvisors; (iii) the nature, extent, and quality of the services that the Subadvisor proposed to provide to the Emerging Markets Fund; (iv) the investment management

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Mercer Funds

Notes to the Financial Statements (Continued)

September 30, 2012 (Unaudited)

business, portfolio management personnel, operations, prior investment experience, and reputation of the Subadvisor; (v) the Subadvisor’s brokerage and trading policies and practices; (vi) the level of subadvisory fees to be charged by the Subadvisor for its services to the Emerging Markets Fund, and a comparison of those fees to the fees charged by the Subadvisor to other accounts that the Subadvisor managed; (vii) the compliance program of the Subadvisor; (viii) the historical performance returns of the Subadvisor managing the Subadvisor’s emerging markets strategy, and a comparison of the Subadvisor’s performance to the MSCI Emerging Markets Total Return Index (with Net Dividends Unhedged in USD); and (ix) the financial condition of the Subadvisor. In addition, the Independent Trustees considered presentations made by, and discussions held with, representatives of the Advisor and representatives of the Subadvisors at the Board meeting. The Independent Trustees also evaluated answers and responses to applicable information requests contained in their 15(c) Information Request Letter. The Independent Trustees considered and analyzed the factors that the Independent Trustees deemed relevant with respect to each Subadvisor, including: the nature, extent, and quality of the services that were provided to the applicable Fund by the Subadvisor; the Subadvisor’s investment management style; the Subadvisor’s historical performance record managing an emerging markets portfolio, as well as pooled investment products similar to the Emerging Markets Fund; the qualifications and experience of the employees at the Subadvisor who were responsible for the day-to-day management of the allocated portion of the Emerging Markets Fund; and the Subadvisor’s staffing levels and overall resources. Additionally, the Independent Trustees received assistance and advice regarding legal and industry standards and reviewed materials supplied by counsel.

In particular, and as to each Subadvisor, the Independent Trustees considered the following factors:

(a)  The nature, extent, and quality of the advisory services that were provided by the Subadvisors.  The

Independent Trustees reviewed the nature, extent, and quality of the advisory services to be provided by each Subadvisor to the Emerging Markets Fund. The Independent Trustees discussed the specific investment management process that each Subadvisor will employ to manage its allocated portion of the Emerging Markets Fund’s investment portfolio, the qualifications of each Subadvisor’s portfolio managers and investment management personnel with regard to implementing the investment mandate relating to the allocated portion of the Emerging Markets Fund’s investment portfolio that each Subadvisor would be managing, and the performance record of each Subadvisor’s emerging markets strategy as compared to the relevant benchmark. The Independent Trustees considered each Subadvisor’s infrastructure and resources, and whether each Subadvisor’s organization appeared to support each Subadvisor’s emerging markets strategy adequately. The Independent Trustees also discussed the Advisor’s review, selection, and due diligence process with respect to the Subadvisors, and the Advisor’s favorable assessment as to the nature, extent, and quality of the subadvisory services expected to be provided to the Emerging Markets Fund by each Subadvisor. The Independent Trustees determined that the Emerging Markets Fund and its shareholders would benefit from the quality and experience of each Subadvisor’s portfolio managers and the qualifications of its investment professionals. Based on their consideration and review of the foregoing information, the Independent Trustees concluded that the nature, extent, and quality of the subadvisory services anticipated to be provided by each Subadvisor, as well as each Subadvisor’s ability to render such services based on each Subadvisor’s experience, operations, and resources, were appropriate for the Emerging Markets Fund.

(b)  Comparison of the services to be rendered and fees to be paid to the Subadvisors under other advisory and subadvisory contracts, such as those with other clients; economies of scale.  The Independent Trustees discussed the services that would be rendered by each Subadvisor and evaluated the compensation to be paid to each Subadvisor by the Advisor for those services. The Independent Trustees noted that the services that each Subadvisor would furnish to the Emerging Markets Fund appeared to be comparable to the services that such Subadvisor currently provides to its other advisory and subadvisory clients. The Independent Trustees also considered comparisons of the fees that will be paid to each Subadvisor by the Advisor in light of the fees that were charged by each Subadvisor to its other advisory clients, as disclosed in each Subadvisor’s Form ADV, Part 2A (Firm Brochure) and in its 15(c) questionnaire responses, including commingled and separate accounts. In addition, the Independent Trustees considered the review, selection, and due diligence process employed by the Advisor in determining to recommend each Subadvisor to serve as a subadvisor to the Emerging Markets Fund, and the Advisor’s reasons for concluding that the subadvisory fees to be paid by MIM to each Subadvisor for its services to the Emerging Markets Fund were

176

Mercer Funds

Notes to the Financial Statements (Continued)

September 30, 2012 (Unaudited)

reasonable. The Independent Trustees emphasized in their discussions that the subadvisory fees of each Subadvisor would be paid by the Advisor, and were not additional fees to be borne by the Emerging Markets Fund or its shareholders. Based on their discussion, the Independent Trustees concluded that, in light of the nature, quality, and extent of the services to be provided, the proposed fees to be paid to each Subadvisor with respect to the assets of the Emerging Markets Fund to be allocated to each Subadvisor appeared to be within a reasonable range. The Independent Trustees also considered the potential “fallout” or ancillary benefits that may accrue to each Subadvisor from its relationship with the Emerging Markets Fund and concluded that they were reasonable. Since the fees to be paid to each Subadvisor were the result of arm’s-length bargaining between unaffiliated parties, and given the Advisor’s economic incentive to negotiate a reasonable fee, the potential profitability of each Subadvisor was not considered relevant to the Independent Trustees’ deliberations. The Independent Trustees took note of the Advisor’s explanation, earlier in the Meeting, that the recommended appointment of each Subadvisor was not affected by the impact that the appointment would have on MIM’s revenues and profitability, and recalled that the Advisor had demonstrated that the appointment of each Subadvisor may allow the Advisor to reach profitability when managing the Emerging Markets Fund slightly more quickly. On the basis of these considerations, the Independent Trustees concluded that, in light of the nature, extent, and quality of the services expected to be provided by each Subadvisor and the proposed fees to be paid to each Subadvisor by MIM for managing its allocated portion of the Emerging Markets Fund, the potential benefits accruing to each Subadvisor as a result of serving as a sub advisor to the Emerging Markets Fund were reasonable.

(c)  Investment performance of the Emerging Markets Fund and the Subadvisors.  Because the Emerging Markets Fund is a new investment portfolio, the Independent Trustees could not consider each Subadvisor’s investment performance in managing the Fund as a factor in evaluating the Subadvisory Agreements. However, the Independent Trustees reviewed each Subadvisor’s historical investment performance record, utilizing the each Subadvisor’s emerging markets strategy in managing commingled and separate accounts. The Independent Trustees also compared the historical investment performance of each Subadvisor’s emerging markets strategy to relevant benchmarks and concluded that each Subadvisor’s historical performance record, viewed together with the other factors considered by the Independent Trustees, supported a decision to approve the Subadvisory Agreements.

(d)  Other Considerations.  The Independent Trustees considered MIM’s recommendation that the hiring of each Subadvisor as a sub advisor to the Emerging Markets Fund would complement the other proposed Subadvisors of the Fund. The Independent Trustees considered the fairness and reasonableness of the terms of the Subadvisory Agreements.

Conclusion.  No single factor was determinative to the decisions of the Independent Trustees. Based on these factors, along with the determinations of the Advisor at the conclusion of its review and due diligence process and such other matters as were deemed relevant, the Independent Trustees concluded that the fee rate for each Subadvisor was reasonable in relation to the services that were provided by the Subadvisors to the Emerging Markets Fund. As a result, the Independent Trustees unanimously approved the Subadvisory Agreements and recommended to the Board the approval of each Subadvisory Agreement concluded that the approval of the Subadvisory Agreements as being in the best interests of the Emerging Markets Fund and its shareholders.

177

Mercer Funds

Understanding Your Fund’s Expenses (Unaudited)

As a mutual fund shareholder, you incur different costs: transaction costs, including sales charges (loads) on purchases, redemption fees and certain exchange fees and ongoing costs, including management fees, distribution fees (12b-1 fees), and other fund expenses. These costs are described in more detail in the Funds’ prospectus. The examples below are intended to help you understand the ongoing costs of investing in the Funds and help you compare these with the ongoing costs of investing in other mutual funds. The first line in the table for each Fund shows the actual account values and actual fund expenses you would have paid on a $1,000 investment in the Fund from April 1, 2012 through September 30, 2012. It also shows how much a $1,000 investment would be worth at the close of the period, assuming actual fund returns and expenses. To estimate the expenses you paid over the period, simply divide your account value by $1,000 (for example $8,600 account value divided by $1,000 = $8.60) and multiply the result by the number in the Operating Expenses Incurred column as shown below for your Class. The second line in the table for each Fund provides information about hypothetical account values and hypothetical expenses based on the Fund’s actual expense ratios and an assumed rate of return of 5% per year before expenses, which is not the Fund’s actual return. The hypothetical account values and expenses may not be used to estimate the actual ending account balance or expenses you paid on your investment for the period. You may use this information to compare the ongoing costs of investing in the Fund and other funds. To do so, compare this 5% hypothetical example with the 5% hypothetical examples that appear in the shareholder reports of the other funds. Please note that the expenses shown reflect ongoing costs only, and do not include any transaction costs, such as sales charges, redemption fees or exchange fees. Therefore, the second line in the table of each fund is useful in comparing ongoing costs only, and will not help you determine the relative costs of owning different funds. If transaction costs were included, total costs would be higher.

Large Cap Growth — Class Y-3

Hypothetical Return on $1,000

	Expense Ratio		Beginning Amount		Ending Value		Avg Value		Operating Expense Incurred*
Actual		0.57%		1,000.00		992.50		996.25		2.85
Hypothetical		0.57%		1,000.00		1,022.21		1,011.11		2.89

* Actual expenses are equal to the Class’ annualized expense ratio of 0.57%, multiplied by the average account value over the period, multiplied by 183/365

Large Cap Value — Class Y-3

Hypothetical Return on $1,000

	Expense Ratio		Beginning Amount		Ending Value		Avg Value		Operating Expense Incurred*
Actual		0.55%		1,000.00		1,020.70		1,010.35		2.79
Hypothetical		0.55%		1,000.00		1,022.31		1,011.16		2.79

* Actual expenses are equal to the Class’ annualized expense ratio of 0.55%, multiplied by the average account value over the period, multiplied by 183/365

Small/Mid Cap Growth — Class Y-3

Hypothetical Return on $1,000

	Expense Ratio		Beginning Amount		Ending Value		Avg Value		Operating Expense Incurred*
Actual		0.94%		1,000.00		991.40		995.70		4.69
Hypothetical		0.94%		1,000.00		1,020.36		1,010.18		4.76

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Mercer Funds

Understanding Your Fund’s Expenses (Unaudited) (Continued)

* Actual expenses are equal to the Class’ annualized expense ratio of 0.94%, multiplied by the average account value over the period, multiplied by 183/365

Small/Mid Cap Value — Class Y-3

Hypothetical Return on $1,000

	Expense Ratio		Beginning Amount		Ending Value		Avg Value		Operating Expense Incurred*
Actual		0.94%		1,000.00		1,001.00		1,000.50		4.72
Hypothetical		0.94%		1,000.00		1,020.36		1,010.18		4.76

* Actual expenses are equal to the Class’ annualized expense ratio of 0.94%, multiplied by the average account value over the period, multiplied by 183/365

Non-US Core Equity — Class Y-3

Hypothetical Return on $1,000

	Expense Ratio		Beginning Amount		Ending Value		Avg Value		Operating Expense Incurred*
Actual		0.83%		1,000.00		997.90		998.95		4.16
Hypothetical		0.83%		1,000.00		1,020.91		1,010.46		4.20

* Actual expenses are equal to the Class’ annualized expense ratio of 0.83%, multiplied by the average account value over the period, multiplied by 183/365

Core Opportunistic — Class Y-3

Hypothetical Return on $1,000

	Expense Ratio		Beginning Amount		Ending Value		Avg Value		Operating Expense Incurred*
Actual		0.37%		1,000.00		1,049.10		1,024.55		1.90
Hypothetical		0.37%		1,000.00		1,023.21		1,011.61		1.88

* Actual expenses are equal to the Class’ annualized expense ratio of 0.37%, multiplied by the average account value over the period, multiplied by 183/365

Emerging Markets — Class Y3

Hypothetical Return on $1,000

	Expense Ratio		Beginning Amount		Ending Value		Avg Value		Operating Expense Incurred*
Actual		0.95%		1,000.00		1,000.00		1,000.00		3.96
Hypothetical		0.95%		1,000.00		1,016.87		1,008.43		3.99

* Actual expenses are equal to the Class’ annualized expense ratio of 0.95%, multiplied by the average account value over the period, multiplied by 152/365

179

Mercer Funds

Understanding Your Fund’s Expenses (Unaudited) (Continued)

Short Maturity — Class Y3

Hypothetical Return on $1,000

	Expense Ratio		Beginning Amount		Ending Value		Avg Value		Operating Expense Incurred*
Actual		0.32%		1,000.00		1,009.40		1,004.70		1.61
Hypothetical		0.32%		1,000.00		1,023.46		1,011.73		1.62

* Actual expenses are equal to the Class’ annualized expense ratio of 0.32%, multiplied by the average account value over the period, multiplied by 183/365

180

Mercer Funds

Trustees and Officers (Unaudited)

The following tables list the Trust’s Trustees and Officers as of the date of this report; their address and age; their position with the Trust; the length of time holding that position with the Trust; their principal occupation(s) during the past five years; the number of portfolios in the fund complex they oversee; and other directorships they hold in companies subject to registration or reporting requirements of the Securities Exchange Act of 1934 (generally called “public companies”) or in registered investment companies. The Trust’s Statement of Additional Information (“SAI”) includes additional information about the Trust’s trustees, including changes subsequent to the date of the report. The SAI is available, without charge, upon request, by calling 1-866-658-9896, or on the SEC website at www.sec.gov.

Independent Trustees

Name, Address and Age	Position(s) Held with Trust	Term of Office(1) and Length of Time Served	Principal Occupation(s) During Past 5 Years	Number of Portfolios in Fund Complex* Overseen by Trustee		Other Directorships Held by Trustee
Harrison M. Bains, Jr. 99 High Street Boston, MA 02110 (69)	Trustee	Since 2005	Mr. Bains is retired.		9	Mr. Bains is a director of BG Medicine, Inc. and Trustee of BofA Fund Series Trust (11 portfolios).
Adela M. Cepeda A.C. Advisory, Inc. 150 North Wacker Drive, Suite 2160 Chicago, IL 60606 (54)	Chairperson and Trustee	Chairperson Since 2011, Trustee Since 2005	Ms. Cepeda is Founder and President of A.C. Advisory, Inc. (a financial advisory firm) since 1995.		9	Ms. Cepeda is a director of The UBS Funds (19 portfolios), UBS Relationship Funds (25 portfolios), Fort Dearborn Income Securities, Inc., SMA Relationship Trust (5 portfolios, Consulting Group Capital Markets Funds (11 portfolios), and the Amalgamated Bank of Chicago.
Gail A. Schneider 99 High Street Boston, MA 02110 (63)	Trustee	Since 2009	Ms. Schneider is a self-employed consultant since 2007. From 2002 to 2007, Ms. Schneider was retired.		9	None

181

Mercer Funds

Trustees and Officers (Unaudited) (Continued)

Interested Trustee:

Name, Address and Age	Position(s) Held with Trust	Term of Office(1) and Length of Time Served	Principal Occupation(s) During Past 5 Years	Number of Portfolios in Fund Complex* Overseen by Trustee		Other Directorships Held by Trustee
Richard Nuzum** (44)	Trustee, President, and Chief Executive Officer	Since 2010	Mr. Nuzum is President and Global Business Leader of Mercer’s Investment Management Business since 2009. Mr. Nuzum was Americas Business Leader for Mercer Investment Consulting from 2005- 2008.		9	Mr. Nuzum is a trustee of Mercer Trust Company and a director of Mercer Investment Management, Inc. Mr. Nuzum served as a director of Mercer Investment Consulting, Inc. from 2005 to 2008.

(1) Each Trustee holds office for an indefinite term.

* The “Fund Complex” consists of the Trust, which has nine portfolios effective September 30, 2012. The ninth portfolio, Mercer Global Low Volatility Equity Fund, commenced operations on November 6, 2012.

** Mr. Nuzum is considered to be an “interested person” of the Trust as defined in the 1940 Act, due to his relationship with the Advisor.

182

Mercer Funds

Trustees and Officers (Unaudited) (Continued)

Officers:

The executive officers of the Trust not named above are:

Name and Age	Position(s) Held with the Trust	Term of Office† and Length of Time Served	Principal Occupation(s) During Past 5 Years
Tom Murphy (41)	Vice President	Since 2011	Mr. Murphy is President of Mercer Investment Management, Inc. since 2011. He was Chief Investment Officer of Mercer Investment Management, Inc. from 2011-2012. Previously, Mr. Murphy was a Business Leader for Mercer Investment Management in EMEA since 2006.
Richard S. Joseph (47)	Vice President, Treasurer, and Chief Financial Officer	Since 2005	Mr. Joseph is Chief Operating Officer, Mercer Investment Management, Inc. since 2005.
Stan Mavromates (51)	Vice President and Chief Investment Officer	Since 2012	Mr. Mavromates is Vice President and Chief Investment Officer of Mercer Investment Management, Inc. since 2012. He served as Chief Investment Officer of the Massachusetts Pension Reserves Investment Management Board since 2005.
Scott M. Zoltowski (43)	Vice President, Chief Legal Officer and Secretary	Since 2008	Mr. Zoltowski is a partner of Mercer (US) Inc. and serves as Global Chief Counsel — Investments, for Mercer Investment Management, Inc. and Mercer Investment Consulting, Inc. Prior to this, Mr. Zoltowski was Senior Counsel and Vice President prior to this for State Street Global Advisors from 2006-2008.
Colin Dean (35)	Vice President and Assistant Secretary	Since 2010	Mr. Dean has served as Legal Counsel — Investments for Mercer Investment Management, Inc. since 2010. Prior to that, Mr. Dean was an Associate at Dechert LLP from 2007-2010 and Associate Counsel at Affiliated Managers Group, Inc. from 2005-2007.
Manny Weiss (63)	Vice President	Since 2010	Mr. Weiss is a Portfolio Manager and Principal of Mercer Investment Management, Inc. since 2009. From 2006 to 2008, Mr. Weiss worked for 21 Capital Group, an affiliate of Old Mutual Asset Management, in Hedge Fund Manager Research and Client Service.
Wil Berglund (41)	Vice President	Since 2010	Mr. Berglund is a Portfolio Manager and Principal of Mercer Investment Management, Inc. since 2009. From 2000 to 2008, Mr. Berglund held several positions with Putnam Investments including fixed income portfolio manager.
Mark Gilbert (40)	Vice President and Chief Compliance Officer	Since 2011	Mr. Gilbert is the Chief Compliance Officer — Investments of Mercer Investment Management, Inc. and Mercer Investment Consulting, Inc. since 2011. He previously held the position of Americas Compliance Leader — Investments since 2007.
Dean Cheeseman (40)	Vice President	Since 2012	Mr. Cheeseman has been a portfolio manager of the Advisor since 2012 and a Principal and portfolio manager with Mercer Limited since 2011. Prior to that, Mr. Cheeseman was head of a fund of funds at F&C Asset Management from 2008 to 2010.

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Trustees and Officers (Unaudited) (Continued)

Name and Age	Position(s) Held with the Trust	Term of Office† and Length of Time Served	Principal Occupation(s) During Past 5 Years
Jan-Hein van den Akker (44)	Vice President	Since 2012	Mr. van den Akker has been a portfolio manager of the Advisor since 2012 and a Principal and portfolio manager with Mercer Global Investments Europe Limited since 2006.

† Officers of the Trust are elected by the Trustees and serve at the pleasure of the Board.

184

Shares of Mercer Funds are distributed by MGI Funds Distributors, LLC.

Item 2. Code of Ethics.

Not applicable.

Item 3. Audit Committee Financial Expert.

Not applicable.

Item 4. Principal Accountant Fees and Services.

Not applicable.

Item 5. Audit Committee of Listed Registrants.

Not applicable.

Item 6. Schedule of Investments.

Not applicable.

Item 7. Disclosure of Proxy Voting Policies and Procedures for Closed-End Management Investment Companies.

Not applicable.

Item 8. Portfolio Managers of Closed-End Investment Companies.

Not applicable.

Item 9. Purchases of Equity Securities by Closed-End Management Investment Company and Affiliated Purchasers.

Not applicable.

Item 10. Submission of Matters to a Vote of Security Holders.

There have been no material changes to the procedures by which the shareholders may recommend nominees to the Registrant’s Board of Directors, where those changes were implemented after the Registrant last provided disclosure in response to the requirements of Item 22(b)(15) of Schedule 14A (17 CFR 240.14a-101), or this Item.

Item 11. Controls and Procedures.

(a) The Registrant’s Principal Executive Officer and Principal Financial Officer concluded that the Registrant’s disclosure controls and procedures (as defined in Rule 30a-3(c) under the Investment Company Act of 1940 (17 CFR 270.30a-3(c))), are effective based on the evaluation of Registrant’s disclosure controls and procedures as of a date within 90 days prior to the filing date of this report.

(b) There were no changes in the Registrant’s internal control over financial reporting (as defined in Rule 30a-3(d) under the Investment Company Act of 1940 (17 CFR 270.30a-3(d))), that occurred during the Registrant’s second fiscal quarter of the period covered by this report that has materially affected, or is reasonably likely to materially affect, the Registrant’s internal control over financial reporting.

Item 12. Exhibits.

(a)(1) Not applicable.

(a)(2) Certification of the Principal Executive Officer and Principal Financial Officer of the Registrant as required by Rule 30a-2(a) under the Investment Company Act of 1940 (17 CFR 270.30a-2(a)) is attached hereto as Exhibit 99CERT.

(a)(3) Not applicable.

(b) Certification pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 as required by Rule 30a-2(b), under the Investment Company Act of 1940 (17 CFR 270.30a-2(b)), Rule 15d-14(b) under the Securities Exchange Act of 1934 (17 CFR 240.15d-14(b)) and Section 1350 of Chapter 63 of Title 18 of the United States Code (18 U.S.C. 1350) is attached hereto as Exhibit 99.906CERT.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934 and the Investment Company Act of 1940, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

(Registrant) Mercer Funds
By (Signature and Title)	By: /s/ Richard Nuzum
	Richard Nuzum President and Chief Executive Officer (Principal Executive Officer)
Date November 28, 2012

Pursuant to the requirements of the Securities Exchange Act of 1934 and the Investment Company Act of 1940, this report has been signed below by the following person on behalf of the Registrant and in the capacities and on the date indicated.

By (Signature and Title)	By: /s/ Richard Nuzum
	Richard Nuzum President and Chief Executive Officer (Principal Executive Officer)
Date November 28, 2012
By (Signature and Title)	By: /s/ Richard S. Joseph
	Richard S. Joseph Vice President, Treasurer and Principal Accounting Officer (Principal Financial Officer)
Date November 28, 2012