AMENDMENT #2 TO SUB-ADVISORY AGREEMENT
EXHIBIT 99d6ii
AMENDMENT #2 TO SUB-ADVISORY AGREEMENT
THIS AMENDMENT #2 (“Amendment”) to the Sub-Advisory Agreement (“Agreement”) dated as of the 25th day of June, 2018, by and between Mercer Investments LLC (formerly, Mercer Investment Management, Inc.), a Delaware limited liability company (the “Advisor”) and BlackRock International Limited, a corporation organized under the laws of Scotland (the “Sub-Advisor”) is executed as of October 5, 2021 and made effective as of the 1st day of April, 2021.
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 (the “SEC”) 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 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 Opportunistic Fixed Income Fund (the “Fund”), a series of the Trust under the Agreement; and
WHEREAS, the Agreement provides that the parties may mutually agree to supplement or amend any provision of the Agreement;
WHEREAS, the Sub-Advisor and the Advisor intend to amend the Agreement to reflect a change in the fee schedule payable to Sub-Advisor effective as of the date set forth herein.
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 with respect to the Fund, is hereby deleted in its entirety and replaced with Exhibit A attached to this Amendment. |
| 2. | The Advisor and the Sub-Advisor each acknowledge that all of its respective representations and warranties contained in the Agreement are true and correct as of the date hereof. |
| 3. | All other terms and provisions of the Agreement shall remain in full force and effect, except as modified hereby. |
| 4. | This Amendment may be executed in one or more counterparts, each of which shall be deemed to be an original, but all of which together shall constitute one and the same instrument. |
ADVISOR
MERCER INVESTMENTS LLC
| By: |  |
| Name: | Xxxx Xxxxxxxxxx | |
| Title: | Chief Investment Officer |
SUB-ADVISOR
BLACKROCK INTERNATIONAL LIMITED
| By: | /s/ Xxxxxxxx Xxx |
Name: Xxxxxxxx Xxx
Title: Managing Director
BLACKROCK INTERNATIONAL LIMITED
| By: | /s/ Xxxxxx Xxxx |
Name: Xxxxxx Xxxx
Title Director
| 2 |
