AMENDMENT #2 TO SUB-ADVISORY AGREEMENT

Exhibit 99.(d)(9)(ii)

AMENDMENT #2 TO SUB-ADVISORY AGREEMENT

THIS AMENDMENT #2 (“Amendment”) to the Sub-Advisory Agreement (“Agreement”) dated October 21, 2011, as previously amended, by and between Mercer Investment Management, Inc., a Delaware Corporation (the “Advisor”) and Brandywine Global Investment Management, LLC, a Delaware limited liability company (the “Sub-Advisor”), is made effective as of the 14th day of February, 2018.

RECITALS

WHEREAS, the Advisor has been retained to act as investment adviser pursuant to an amended and restated Investment Advisory Agreement, dated July 1, 2014, as amended from time to time (the “Advisory Agreement”), with the Mercer Funds (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; and

WHEREAS, the Advisory Agreement permits the Advisor, subject to the supervision and direction of the Trust’s Board of Trustees, to delegate certain of its duties under the Advisory Agreement to other investment advisers, subject to the requirements of the 1940 Act; and

WHEREAS, the Sub-Advisor currently manages an allocated portion of the assets of the Xxxxxx US Large Cap Equity Fund (the “Large Cap Fund”), a series of the Trust under the Agreement; and

WHEREAS, the Sub-Advisor and the Advisor intend to amend the Agreement to reflect a change in the fee schedule payable to the Sub-Advisor effective as of the date hereof; 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. Exhibit A of the Agreement, the Fee Schedule, is hereby deleted in its entirety and replaced with Exhibit A to this Amendment:

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

Mercer Investment Management, Inc.				Brandywine Global Investment Management, LLC
By:	/s/ Xxxx Xxxxxxxxxx			By:	/s/ Xxxxxxx Xxxxx
	Name:	Xxxx Xxxxxxxxxx			Name:	Xxxxxxx Xxxxx
	Title:	Chief Investment Officer			Title:	Managing Director and Portfolio Manager