AMENDMENT No. 2 TO INVESTMENT MANAGEMENT AGREEMENT

AMENDMENT No. 2 TO INVESTMENT MANAGEMENT AGREEMENT

THIS AMENDMENT No. 2 (“Amendment”) to the Investment Agreement (“Agreement”) dated July 1, 2005 by and between Mercer Global Investments, Inc. (now known as Mercer Investment Management, Inc.), a Delaware Corporation (the “Advisor”) and MGI Funds (now known as Mercer Funds) (the “Trust”) is made effective as of the 12th day of October 2012.

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, the Board has approved the creation of a new series of the Trust, the Xxxxxx Global Low Volatility Equity Fund (the “Global Low Volatility Fund” and together with the Series, the “Funds”); and

WHEREAS, the Trust desires to retain the Advisor to render investment management and other services with respect to the Global Low Volatility Fund, and the Advisor is willing to render such services on the terms and conditions contained in the Agreement; 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 Trust hereby employs the Advisor generally to manage the investment and reinvestment of the assets of each Fund listed on Schedule A hereto and the Advisor accepts such employment.

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

3. 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:						By:
		Name: Xxxxxx Xxxxxx				Name:		Xxxx Xxxxxxxxxx
		Title:   President				Title:		Vice President and Chief Investment Officer

Schedule A

as amended October 12, 2012

		Investment Advisory Fee
Series		Assets Up to $750  Million				Assets in Excess of $750 Million
Xxxxxx US Large Cap Growth Equity Fund			0.55 of 1	%			0.53 of 1	%
Xxxxxx US Large Cap Value Equity Fund			0.53 of 1	%			0.51 of 1	%
Xxxxxx US Small/Mid Cap Growth Equity Fund			0.90 of 1	%			N/A
Xxxxxx US Small/Mid Cap Value Equity Fund			0.90 of 1	%			N/A
Xxxxxx Non-US Core Equity Fund			0.75 of 1	%			0.73 of 1	%
Xxxxxx Emerging Markets Equity Fund			0.80 of 1	%			N/A
Xxxxxx Global Low Volatility Equity Fund			0.75 of 1	%			N/A
Mercer Core Opportunistic Fixed Income Fund			0.35 of 1	%			0.33 of 1	%
Xxxxxx US Short Maturity Fixed Income Fund			0.25 of 1	%			0.23 of 1	%