AMENDMENT No. 1 TO INVESTMENT MANAGEMENT AGREEMENT

EX-99.d.1.ii

AMENDMENT No. 1 TO INVESTMENT MANAGEMENT AGREEMENT

THIS AMENDMENT No. 1 (“Amendment”) to the Investment Management Agreement (“Agreement”) dated July 1, 2014 by and between Mercer Investment Management, Inc., a Delaware Corporation (the “Advisor”) and Mercer Funds (the “Trust”) is made effective as of the 27th day of June, 2016.

RECITALS

WHEREAS, the Advisor has been retained to act as investment adviser pursuant to the Agreement with the Trust, a Delaware statutory trust registered with the U.S. Securities and Exchange Commission as an open-end management investment company under the Investment Company Act of 1940, as amended (the “1940 Act”), which consists of several separate series of shares, each having its own investment objectives and policies, and which is authorized to create additional series in the future (the “Series”); and

WHEREAS, for the services rendered by the Advisor pursuant to the Agreement, the Trust pays to the Advisor compensation at the rates specified in Schedule A to the Agreement; and

WHEREAS, the Advisor and the Board of Trustees of the Trust desire to amend Schedule A to the Agreement to reflect a reduction in the rate of compensation payable by the Xxxxxx US Large Cap Equity Fund (formerly known as the Xxxxxx US Large Cap Growth Equity Fund) to the Advisor and to reflect certain other updates with respect to the Series; and

WHEREAS, the Agreement provides that the parties may mutually agree to supplement or amend any provision of the Agreement.

AGREEMENT

NOW THEREFORE, in consideration of the promises and mutual agreements set forth herein, the parties hereby agree to amend the Agreement, as follows:

1. The Advisor and the Trust each acknowledge that all of its representations and warranties contained in the Agreement are true and correct as of the date hereof.

2. Schedule A of the Agreement is hereby deleted in its entirety and replaced with Schedule A to this Amendment.

4. All other terms and provisions of the Agreement shall remain in full force and effect, except as modified hereby.

XXXXXX INVESTMENT MANAGEMENT, INC.				MERCER FUNDS
By:	/s/ Xxxx Xxxxxx			By:	/s/ Xxxx Xxxxxxxxxx
	Name:	Xxxx Xxxxxx		Name:		Xxxx Xxxxxxxxxx
	Title:	Vice President		Title:		Vice President and Chief Investment Officer

Schedule A

as amended June 27, 2016

	Investment Advisory Fee
Series	Assets Up to $750 Million		Assets in Excess of $750 Million
Mercer US Large Cap Equity Fund	0.53 of 1%		0.51 of 1%
Xxxxxx US Small/Mid Cap Equity Fund	0.90 of 1%		0.88 of 1%
Mercer Non-US Core Equity Fund	0.75 of 1%		0.73 of 1%
Xxxxxx Emerging Markets Equity Fund	0.80 of 1%		0.78 of 1%
Mercer Global Low Volatility Equity Fund	0.75 of 1%		0.73 of 1%
Mercer Core Fixed Income Fund	0.35 of 1%		0.33 of 1%
Xxxxxx Opportunistic Fixed Income Fund	0.80 of 1%		0.78 of 1%