SCHEDULE 14C INFORMATION
INFORMATION STATEMENT PURSUANT TO SECTION 14(C) OF THE
SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO.)
Check the appropriate box:
| o | Preliminary Information Statement |
| o | Confidential, for Use of the Commission Only (as permitted by Rule 14c-5(d)(2)) |
| x | Definitive Information Statement |
MERCER FUNDS
(NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
Payment of Filing Fee (Check the appropriate box)
| x | No fee required. |
| o | Fee computed on table below per Exchange Act Rules 14c-5(g) and 0-11. |
| 1) | Title of each class of securities to which transaction applies: |
| 2) | Aggregate number of securities to which transaction applies: |
| 3) | Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (Set forth the amount on which the filing fee is calculated and state how it was determined): |
| 4) | Proposed maximum aggregate value of transaction: |
| 5) | Total fee paid: |
| o | Fee paid previously with preliminary materials. |
| o | Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing. |
| 1) | Amount Previously Paid: ___________________________________________________________ |
| 2) | Form, Schedule or Registration Statement No.:__________________________________________ |
| 3) | Filing Party:______________________________________________________________________ |
| 4) | Date Filed:_______________________________________________________________________ |
mercer FUNDS
Mercer Emerging Markets Equity Fund
99 High Street
Boston, Massachusetts 02110
June 10, 2021
Dear Shareholder:
We are pleased to notify you of a change involving the Mercer Emerging Markets Equity Fund (the “Fund”), a series of Mercer Funds (the “Trust”). Specifically, the Board of Trustees of the Trust (the “Board”) has approved the hiring of BennBridge US LLC (“BennBridge US”) to serve as a subadvisor to the Fund. In conjunction with this appointment, the Board has approved a new subadvisory agreement between Mercer Investments LLC, the Fund’s investment advisor (“Mercer” or the “Advisor”), on behalf of the Fund, and BennBridge US (the “BennBridge US Subadvisory Agreement”).
The Advisor recommended the appointment of BennBridge US to replace Mondrian Investment Partners Limited (“Mondrian”), one of the subadvisors that previously managed an allocated portion of the Fund’s portfolio, and BennBridge US has taken over the management duties of the Fund’s portfolio assets previously allocated to Mondrian. BennBridge US began managing its allocated portion of the Fund’s investment portfolio on or about March 15, 2021.
I encourage you to read the attached Information Statement, which provides, among other information, details regarding BennBridge US and the BennBridge US Subadvisory Agreement and a discussion of the factors that the Board considered in approving the BennBridge US Subadvisory Agreement.
Sincerely,
Richard S. Joseph, CFA
Trustee, President, and Chief Executive Officer
Mercer Funds
MERCER FUNDS
Mercer Emerging Markets Equity Fund
99 High Street
Boston, Massachusetts 02110
Information Statement
This Information Statement (the “Statement”) is being furnished on behalf of the Board of Trustees (the “Board”) of Mercer Funds (the “Trust”) to inform shareholders of the Mercer Emerging Markets Equity Fund (the “Fund”) about the recent hiring of a new subadvisor to the Fund, BennBridge US LLC (“BennBridge US”). In connection with the hiring of BennBridge US, the Board approved a new subadvisory agreement between Mercer Investments LLC, the Fund’s investment advisor (“Mercer” or the “Advisor”), on behalf of the Fund, and BennBridge US (the “BennBridge US Subadvisory Agreement”). The Advisor recommended the appointment of BennBridge US and one other proposed new subadvisor to replace Mondrian Investment Partners Limited (“Mondrian”) and Dimensional Fund Advisors LP (“DFA”), two of the subadvisors that previously managed allocated portions of the Fund’s portfolio, and BennBridge US and the other new subadvisor have taken over the management duties of the Fund’s portfolio assets previously allocated to Mondrian and DFA. The Advisor also reallocated assets among the Fund’s remaining subadvisors in connection with such appointments, and the Advisor also appointed another new subadvisor to manage an allocated portion of the Fund’s portfolio. The changes described above may be collectively referred to below as the “New Emerging Markets Fund Subadvisor Structure”. BennBridge US began managing its allocated portion of the Fund’s investment portfolio on or about March 15, 2021.
The hiring of BennBridge US, and the BennBridge US Subadvisory Agreement, were approved by the Board upon the recommendation of Mercer, without shareholder approval, as is permitted by the exemptive order of the U.S. Securities and Exchange Commission (the “SEC”), dated December 28, 2005 (the “Exemptive Order”), issued to the Trust and the Advisor.
This Statement is being mailed on or about June 11, 2021 to shareholders of record of the Fund as of March 31, 2021.
WE ARE NOT ASKING YOU FOR A PROXY AND YOU ARE REQUESTED NOT TO SEND US A PROXY
INTRODUCTION
Mercer is the investment advisor to the series of the Trust, including the Fund. The Advisor uses a “manager of managers” approach in managing the assets of the Trust’s series. This approach permits Mercer to hire, terminate, or replace subadvisors that are unaffiliated with the Trust or the Advisor, and to modify material terms and conditions of subadvisory agreements relating to the management of the series. Section 15(a) of the Investment Company Act of 1940, as amended (the “1940 Act”), generally requires the shareholders of a mutual fund to approve an agreement pursuant to which a person serves as the investment advisor (or as a subadvisor) to the mutual fund. The Trust and the Advisor have obtained the Exemptive Order, which permits the Trust and the Advisor, subject to certain conditions and approval by the Board, to hire and retain unaffiliated
subadvisors and to modify subadvisory arrangements with unaffiliated subadvisors without shareholder approval. Under the Exemptive Order, the Advisor may act as a manager of managers for some or all of the series of the Trust, and the Advisor supervises the provision of portfolio management services to the series by various subadvisors.
The Exemptive Order also allows the Advisor, among other things, to: (i) continue the employment of a current subadvisor after events that would otherwise cause an automatic termination of a subadvisory agreement with the subadvisor, and (ii) reallocate assets among current or new subadvisors. The Advisor has ultimate responsibility (subject to oversight by the Board) to supervise the subadvisors and recommend the hiring, termination, and replacement of the subadvisors to the Board.
Consistent with the terms of the Exemptive Order, the Board, including a majority of the Trustees who are not “interested persons” (as that term is defined in the 1940 Act) of the Trust or of the Advisor (the “Independent Trustees”), at a Board meeting held on January 27, 2021 (the “Meeting”): (i) appointed BennBridge US to serve as a subadvisor to the Fund, and (ii) approved the BennBridge US Subadvisory Agreement between the Advisor, on behalf of the Fund, and BennBridge US. BennBridge US is unaffiliated with the Advisor and discharges its responsibilities subject to the oversight and supervision of the Advisor. BennBridge US is paid by the Advisor and not by the Fund. No increase in the advisory fees paid by the Fund to the Advisor resulted from the appointment of BennBridge US as a subadvisor to the Fund, or from the implementation of the BennBridge US Subadvisory Agreement.
The Trust and the Advisor have agreed to comply with certain conditions when acting in reliance on the relief granted in the Exemptive Order. These conditions require, among other things, that, in connection with the hiring of a subadvisor, the affected series will notify the shareholders of the series of the changes. This Statement provides such notice of the changes and presents details regarding BennBridge US and the BennBridge US Subadvisory Agreement.
THE ADVISOR
The Advisor, a Delaware limited liability company located at 99 High Street, Boston, Massachusetts 02110, serves as the investment advisor to the Fund. The Advisor is an indirect, wholly owned subsidiary of Marsh & McLennan Companies, Inc., 1166 Avenue of the Americas, New York, New York 10036. The Advisor is registered as an investment adviser with the SEC under the Investment Advisers Act of 1940, as amended (the “Advisers Act”).
The Advisor provides investment advisory services to the Fund pursuant to the Investment Management Agreement, dated July 1, 2014, between the Trust and the Advisor, as amended from time to time (the “Management Agreement”). The Trust employs the Advisor generally to manage the investment and reinvestment of the assets of the Fund. In so doing, the Advisor may hire one or more subadvisors to carry out the investment program of the Fund (subject to the approval of the Board). The Advisor continuously reviews, supervises, and (where appropriate) administers the investment program of the Fund. The Advisor furnishes periodic reports to the Board regarding the investment program and performance of the Fund.
Pursuant to the Management Agreement, the Advisor has overall supervisory responsibility for the general management and investment of the Fund’s securities portfolio, and, subject to review and approval by the Board: (i) sets the Fund’s overall investment strategies; (ii) evaluates, selects, and
| - 2 - |
recommends subadvisors to manage all or a portion of the Fund’s assets; (iii) when appropriate, allocates and reallocates the Fund’s assets among subadvisors; (iv) monitors and evaluates the performance of the Fund’s subadvisors, including the subadvisors’ compliance with the investment objectives, policies, and restrictions of the Fund; and (v) implements procedures to ensure that the subadvisors comply with the Fund’s investment objective, policies, and restrictions.
For these services, the Fund pays the Advisor a fee calculated at an annual rate of 0.80% of assets up to $750 million, 0.78% of assets in excess of $750 million up to $1 billion and 0.73% of assets in excess of $1 billion of the Fund’s average daily net assets. The Advisor earned total investment advisory fees of $10,539,229 from the Fund for the fiscal year ended March 31, 2021, prior to: (i) paying the fees of each of the subadvisors to the Fund and (ii) waiving fees in accordance with the terms of a fee waiver arrangement entered into between the Advisor and the Fund pursuant to which the Advisor has agreed to waive any portion of its investment management fee that exceeds the aggregate amount of the subadvisory fees that the Advisor is required to pay to the Fund’s subadvisors for the management of their allocated portions of the Fund (the “Fee Waiver Agreement”). The aggregate compensation paid by the Advisor to all subadvisors to the Fund during the last fiscal year ended March 31, 2021 was $5,152,697, representing 0.38% of the Fund’s average net assets during that period, resulting in the Advisor receiving net investment advisory fees of $5,386,532, all of which the Advisor waived pursuant to the terms of the Fee Waiver Agreement. The Fund did not make any payments to any affiliated person of BennBridge US during the fiscal year ended March 31, 2021.
Several officers of the Trust are also officers and/or employees of the Advisor. These individuals and their respective positions are: Richard S. Joseph serves as President, Chief Executive Officer, and Trustee of the Trust and as Vice President and US Wealth Distribution Leader for the Advisor; Stephen Gouthro serves as Vice President, Treasurer and Chief Financial Officer of the Trust and as a partner of the Advisor and U.S. Chief Operating Officer for the Advisor’s U.S. Business Solutions Group; Carol A. McMahon serves as Vice President and Assistant Treasurer of the Trust and as a partner of the Advisor and Global Chief Operating Officer for Wealth, Global Business Solutions; Colin J. Dean serves as Vice President, Chief Legal Officer and Secretary of the Trust and as Global Chief Counsel-Investments of the Advisor; Stan Mavromates serves as Vice President and Chief Investment Officer of the Trust and as Vice President and Chief Investment Officer of the Advisor; Caroline Hulme serves as Vice President and Assistant Secretary of the Trust and as Senior Legal Counsel-Investments for the Advisor; Jeffrey Coleman serves as Vice President and Assistant Treasurer of the Trust and Head of Investment Operations for the Advisor; Larry Vasquez serves as Vice President of the Trust and as Vice President and Portfolio Manager of the Advisor and Jennifer Reiche serves as Chief Compliance Officer of the Trust and as Chief Compliance Officer of Mercer Trust Company LLC. The address of each executive officer of the Trust is 99 High Street, Boston, Massachusetts 02110.
None of the officers or Trustees of the Trust are officers, employees, directors and/or shareholders of BennBridge US.
BennBridge US LLC
BennBridge US is located at 260 Franklin Street, 16th Floor, Boston, MA 02110. BennBridge US, which is organized as a Delaware limited liability company, is an indirect, wholly-owned subsidiary of Bennelong Funds Management Group Pty Ltd. (“Bennelong Funds Management”),
| - 3 - |
which is a privately-owned asset management firm based in Australia that maintains ownership positions in numerous private investment management firms. In connection with the services that BennBridge US provides to the Fund, BennBridge US utilizes the services of its United Kingdom-based affiliate BennBridge Ltd. (“BennBridge UK”) through a participating affiliate arrangement that allows BennBridge UK to provide services and investment personnel to BennBridge US pursuant to the BennBridge US Subadvisory Agreement, and these personnel of BennBridge UK are considered to be “associated persons” of BennBridge US for purposes of the Advisers Act. BennBridge US and BennBridge UK are both under the common control of Bennelong Funds Management. BennBridge UK, in turn, utilizes the services of certain personnel of United Kingdom-based investment firm Skerryvore Asset Management LLP (“Skerryvore”) pursuant to the terms of an appointed representative services agreement that has been entered into between BennBridge UK and Skerryvore under which certain personnel of Skerryvore have been assigned to and work for BennBridge UK under the supervision of BennBridge UK. These Skerryvore personnel are each deemed to be “supervised persons” of BennBridge US for purposes of the Advisers Act. BennBridge US is registered as an investment adviser under the Advisers Act. The BennBridge US Subadvisory Agreement is dated March 15, 2021.
BennBridge US was approved by the Board to serve as a subadvisor to the Fund at the Meeting. BennBridge US is not affiliated with the Advisor, and BennBridge US discharges its responsibilities subject to the oversight and supervision of the Advisor. As indicated above, BennBridge US is paid by the Advisor and not by the Fund. No increase in the advisory fees paid by the Fund to the Advisor resulted from the appointment of BennBridge US as a subadvisor to the Fund, or from the implementation of the BennBridge US Subadvisory Agreement. The fees paid by the Advisor to BennBridge US depend upon the fee rates negotiated by the Advisor. In accordance with procedures adopted by the Board, a subadvisor to the Fund may affect portfolio transactions through an affiliated broker-dealer and the affiliated broker-dealer may receive brokerage commissions in connection therewith as permitted by applicable laws.
BennBridge US does not currently serve as an investment advisor and subadvisor for any other registered investment companies which have investment objectives similar to the Fund’s investment objective.
The names and principal occupations of the principal executive officers of BennBridge US are listed below. The address of each principal executive officer, as it relates to the person’s position with BennBridge US, is 260 Franklin Street, 16th Floor, Boston, MA 02110.
| Name | Principal Occupation | |
| Robert L. Bernstein | President | |
| Daniel T. Allen | Managing Director – Americas |
| - 4 - |
THE BENNBRIDGE US SUBADVISORY AGREEMENT
The BennBridge US Subadvisory Agreement was approved by the Board at the Meeting which was called, among other reasons, for the purpose of considering and approving the BennBridge US Subadvisory Agreement for an initial term of two years. Thereafter, continuance of the BennBridge US Subadvisory Agreement will require the annual approval of the Board, including a majority of the Independent Trustees. The BennBridge US Subadvisory Agreement provides that it will terminate automatically in the event of its assignment, except as provided otherwise by any rule, exemptive order issued by the SEC, or no-action letter provided or pursuant to the 1940 Act, or upon the termination of the Management Agreement.
The terms of the BennBridge US Subadvisory Agreement, other than the rate of compensation paid by the Advisor to BennBridge US, are substantially similar to the terms contained in the subadvisory agreements in effect between the Advisor and the Fund’s other current subadvisors. The BennBridge US Subadvisory Agreement provides that BennBridge US, among other duties, will make all investment decisions for BennBridge US’s allocated portion of the Fund’s investment portfolio. BennBridge US, subject to the supervision of the Board and the Advisor, will conduct an ongoing program of investment, evaluation, and, if appropriate, sale and reinvestment of BennBridge US’s allocated portion of the Fund’s assets.
The BennBridge US Subadvisory Agreement provides for BennBridge US to be compensated based on the average daily net assets of the Fund allocated to BennBridge US. BennBridge US is compensated from the fees that the Advisor receives from the Fund. BennBridge US generally will pay all expenses it incurs in connection with its activities under the BennBridge US Subadvisory Agreement, other than the costs of the Fund’s portfolio securities and other investments.
The BennBridge US Subadvisory Agreement may be terminated at any time, without the payment of any penalty, by: (i) the vote of a majority of the Board, the vote of a majority of the outstanding voting securities of the Fund (as defined in the 1940 Act), or the Advisor, or (ii) BennBridge US, on not less than ninety (90) days’ written notice to the Advisor and the Trust.
BOARD OF TRUSTEES’ CONSIDERATIONS
At the Meeting, the Advisor recommended the appointment of BennBridge US to serve as a subadvisor to the Fund. In considering the approval of the BennBridge US Subadvisory Agreement, representatives of the Advisor explained that BennBridge US utilizes the services of its UK-based affiliate BennBridge UK through a participating affiliate arrangement in accordance with relevant SEC guidance that allows BennBridge UK to provide services and investment personnel to BennBridge US and pursuant to which these personnel of BennBridge UK are considered to be “associated persons” of BennBridge US for purposes of the Advisers Act. In addition, the representatives of the Advisor further explained that BennBridge UK, in turn, utilizes the services of certain personnel of Skerryvore pursuant to the terms of an appointed representative services agreement that has been entered into between BennBridge UK and Skerryvore under which certain personnel of Skerryvore have been assigned to work for BennBridge UK under the supervision of BennBridge UK, and these Skerryvore personnel are each deemed to be “supervised persons” of BennBridge US for purposes of the Advisers Act, including the portfolio managers.
| - 5 - |
The Independent Trustees considered the information and materials from the Advisor and BennBridge US that included, as to BennBridge US and the Fund: (i) the BennBridge US Subadvisory Agreement; (ii) information regarding the process by which the Advisor had reviewed, selected, and recommended BennBridge US for the Board’s approval, and the Advisor’s rationale for recommending that BennBridge US be appointed as a Subadvisor to the Fund; (iii) information describing the nature, extent, and quality of the services that BennBridge US proposed to provide to the Fund; (iv) the investment management business, portfolio management personnel, operations, prior investment experience, and reputation of BennBridge US; (v) BennBridge US’s brokerage and trading policies and practices; (vi) the level of subadvisory fees to be charged by BennBridge US for its services to the Fund, including as compared to the fees charged to another account that BennBridge US manages; (vii) the Fee Waiver Agreement which requires the Advisor to waive any portion of the management fee it is entitled to under the Management Agreement with respect to the Fund that exceeds the aggregate amount of the subadvisory fees that the Advisor is required to pay to the Fund’s subadvisors for the management of their allocated portions of the Fund; (viii) a summary of the compliance program applicable to BennBridge US; (ix) information regarding the historical performance returns of BennBridge US (which is attributable to Skerryvore) in managing the investment mandate it would employ for the Fund, and a comparison of such performance to a relevant index; and (x) the financial condition of BennBridge US.
In addition, the Independent Trustees considered the presentations made by, and discussions with, representatives of the Advisor, and the Advisor’s favorable assessment of the nature, extent and quality of the subadvisory services expected to be provided to the Fund by BennBridge US. During their review of this information, the Independent Trustees considered and analyzed factors that the Independent Trustees deemed relevant with respect to BennBridge US, including: the nature, extent, and quality of the services to be provided to the Fund by BennBridge US and by BennBridge UK, as a result of the use of the participating affiliate arrangement; BennBridge US’s management style and investment decision-making process; BennBridge US’s historical performance record (which is attributable to Skerryvore) managing the investment mandate it would employ for the Fund; the qualifications and experience of the members of BennBridge US’s portfolio management team; and BennBridge US’s staffing levels and overall resources. The Independent Trustees also took into consideration the nature and extent of the oversight duties performed by the Advisor in connection with each of the Subadvisors to the Fund, which includes extensive management and compliance due diligence with respect to the management and operations of each of the Subadvisors. Additionally, the Independent Trustees received assistance and advice from their independent legal counsel regarding legal and industry standards in connection with their duties and responsibilities when approving investment advisory agreements.
In particular, and as to BennBridge US, the Board, including all of the Independent Trustees, considered the following factors:
(a) The nature, extent, and quality of the services to be provided by BennBridge US. The Independent Trustees reviewed the nature, extent, and quality of the services to be provided by BennBridge US to the Fund. The Independent Trustees considered the specific investment management process that BennBridge US would employ to manage its allocated portion of the Fund’s investment portfolio (which was described in detail in the materials provided by BennBridge US), the qualifications of BennBridge US’s portfolio managers and investment management personnel with regard to implementing the investment mandate relating to the allocated portion of the Fund’s investment portfolio that BennBridge US would be managing, and
| - 6 - |
the performance record of BennBridge US as compared to a relevant index. The Independent Trustees considered BennBridge US’s infrastructure and resources, and whether BennBridge US’s organization appeared to support BennBridge US’s strategy adequately. The Independent Trustees also considered the Advisor’s review, selection, and due diligence process with respect to BennBridge US, and the Advisor’s favorable assessment as to the nature, extent, and quality of the subadvisory services expected to be provided to the Fund by BennBridge US. The Independent Trustees determined that the Fund and its shareholders would benefit from the quality and experience of BennBridge US’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 BennBridge US, as well as BennBridge US’s ability to render such services based on BennBridge US’s experience, operations and resources, were appropriate for the Fund, in light of the Fund’s investment objective, and the mandate relating to the allocated portion of the Fund’s investment portfolio that BennBridge US would manage.
(b) Comparison of the services to be rendered and fees to be paid to BennBridge US under other advisory and subadvisory contracts, such as those with other clients. The Independent Trustees considered the services that would be rendered by BennBridge US and evaluated the compensation to be paid to BennBridge US by the Advisor for those services. The Independent Trustees noted that the services that BennBridge US would furnish to the Fund appeared to be comparable to the services that BennBridge US currently provides or will provide to its other advisory and subadvisory clients having similar investment strategies. The Independent Trustees also considered comparisons of the fees that will be paid to BennBridge US by the Advisor in light of the fees that were charged by BennBridge US to its other advisory client having a similar investment strategy, as provided in its 15(c) Questionnaire responses. The Independent Trustees also considered that the fees agreed to by BennBridge US were the result of an arm’s length bargain negotiated by unaffiliated parties and that the Advisor believes such fees are fair and reasonable.
The Independent Trustees considered the review, selection, and due diligence process employed by the Advisor, as discussed at the Meeting, in determining to recommend BennBridge US to serve as a Subadvisor to the Fund, and the Advisor’s reasons for concluding that the subadvisory fees to be paid by the Advisor to BennBridge US for its services to the Fund were fair and reasonable. The Independent Trustees considered that the subadvisory fees of BennBridge US would indirectly be borne by the Fund and its shareholders. The Independent Trustees further considered that as a result of the appointment of BennBridge US and the implementation of the New Emerging Markets Fund Subadvisor Structure, the Fund’s subadvisory fees would be reduced and that these cost savings would accrue to the Fund, given the Fee Waiver Agreement. Based on their discussion, the Independent Trustees concluded that, in light of the nature, extent, and quality of the services expected to be provided, the proposed level of fees to be paid to BennBridge US with respect to the assets of the Fund to be allocated to BennBridge US was supported by the services that were expected to be provided by BennBridge US to the Fund. The Independent Trustees also considered the potential “fallout” or ancillary benefits that may accrue to BennBridge US from its relationship with the Fund and concluded that they were reasonable.
The Independent Trustees considered the expected impact of the fees to be paid to BennBridge US by the Advisor on the Fund’s overall operating expenses, given the Fee Waiver Agreement. In addition, since the fees to be paid to BennBridge US were the result of arm’s-length bargaining
| - 7 - |
between unaffiliated parties, the relevance of BennBridge US’s potential profitability was considered by the Independent Trustees in that context. The Independent Trustees also took note of the Advisor’s explanation that the recommended appointment of BennBridge US was not affected by the impact that the appointment would have on the Advisor’s revenues and profitability, and the Independent Trustees considered that the Advisor was not realizing a direct profit from the investment advisory services that it provides to the Fund as a result of the Fee Waiver Agreement.
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 BennBridge US and the proposed fees to be paid to BennBridge US by the Advisor for managing its allocated portion of the Fund, the potential benefits accruing to BennBridge US as a result of serving as a Subadvisor to the Fund were reasonable in relation to the services that were expected to be provided by BennBridge US to the Fund.
(c) Investment performance of the Fund and BennBridge US. Because BennBridge US was a newly proposed Subadvisor to the Fund, the Independent Trustees could not consider BennBridge US’s investment performance in managing the Fund as a factor in evaluating the BennBridge US Subadvisory Agreement. However, the Independent Trustees reviewed BennBridge US’s performance record (which is attributable to Skerryvore) managing the investment mandate it would employ for the Fund as compared to a relevant index and concluded that BennBridge US’s performance record (which is attributable to Skerryvore), viewed together with the other factors considered by the Independent Trustees, supported a decision to approve BennBridge US Subadvisory Agreement.
Conclusion. Following consideration of the foregoing factors, it was reported that no single factor was determinative to the Independent Trustees’ decisions. Based on these factors, along with the determination of the Advisor at the conclusion of its review, selection, and due diligence process to recommend BennBridge US be appointed as a Subadvisor to the Fund, and such other matters as were deemed relevant, the Independent Trustees concluded that the proposed fee rate for BennBridge US was supported by the services that were expected to be provided to the Fund and approval of the BennBridge US Subadvisory Agreement was in the best interests of the Fund and its shareholders. As a result, the Board, including a majority of the Independent Trustees, determined to approve the BennBridge US Subadvisory Agreement.
GENERAL INFORMATION
Administrative and Accounting Services
State Street Bank and Trust Company (the “Administrator”), located at 1 Heritage Drive, North Quincy, Massachusetts 02171, serves as the administrator of the Fund. The Administrator performs various services for the Fund, including fund accounting, daily and ongoing maintenance of certain Fund records, calculation of the Fund’s net asset value, and preparation of shareholder reports.
The Advisor provides certain internal administrative services to the Adviser Class, Class I and Class Y-2 shares of the Fund, for which the Advisor is entitled to receive a fee of 0.15% on an annual basis of the average daily net assets of the Adviser Class, Class I, and Class Y-2 shares, respectively. This fee accrues from fees paid under a separate Shareholder Administrative
| - 8 - |
Services Plan adopted to compensate financial intermediaries, including the Advisor, for providing certain non-distribution related shareholder administrative services to Adviser Class, Class I and Class Y-2 shares. The Shareholder Administrative Services Plan provides for payments in an amount, or at a rate, not to exceed 0.25%, 0.25% and 0.15% on an annual basis of the average daily net asset value of the Adviser Class, Class I and Class Y-2 shares, respectively. The Adviser Class, Class I and Class Y-2 share classes were not offered during the fiscal year ended March 31, 2021, and as a result the Fund did not pay any fees to the Advisor for internal administrative services.
Principal Underwriting Arrangements
MGI Funds Distributors, LLC (the “Distributor”), located at Three Canal Plaza, Suite 100, Portland, Maine 04101, is a Delaware limited liability company that is a wholly-owned subsidiary of Foreside Distributors, LLC. The Distributor acts as the principal underwriter of each class of shares of the Fund under a Distribution Agreement with the Fund. The Distribution Agreement requires the Distributor to use its best efforts, consistent with its other businesses, to sell shares of the Fund.
Payments to Affiliated Brokers
For the fiscal year ended March 31, 2021, the Fund did not pay any commissions to affiliated brokers.
Record of Beneficial Ownership
As of March 31, 2021, the Fund had 132,364,951 total shares outstanding. Mercer Collective Trust: Mercer Emerging Markets Equity Portfolio held 99,615,146 shares and Mercer Group Trust: Mercer International Stock Fund held 20,828,533 shares, representing 75.26% and 15.74% of the Fund’s total shares outstanding, respectively.
As of March 31, 2021, the Trustees and executive officers of the Fund, both individually and as a group, did not own more than 1% of a class of the Fund.
SHAREHOLDER REPORTS
Additional information about the Fund’s investments is available in the Fund’s annual and semi-annual reports to shareholders. In the Fund’s annual report, you will find a discussion of the market conditions and investment strategies that significantly affected the Fund’s performance during its last fiscal year. You may obtain free copies of the Fund’s annual and semi-annual reports by contacting the Fund directly at 1-888-887-0619 or by visiting the Trust’s website, http://www.delegated-solutions.mercer.com/us.html.
| - 9 - |