Mercer Investments LLC: investment adviser

Marsh is a public corporation listed on the New York and NYSE Chicago stock exchanges. In connection with the rebranding described in Item 2, Marsh’s stock ticker symbol on the New York Stock Exchange was changed from “MMC” to “MRSH” on January 9, 2026. Marsh’s website address is www.corporate.marsh.com. As of December 31, 2025, Mercer’s discretionary assets under management were approximately $220 billion, and nondiscretionary assets under management were approximately $6 billion.

Mercer’s Investment Management Services Mercer provides investment management services primarily utilizing a multi-manager approach to investing. Mercer manages a series of pre-defined and/or custom investment strategies that differ by risk and potential return characteristics. Mercer’s investment strategies predominantly employ unaffiliated third-party investment managers (“subadvisers”), typically multiple subadvisers in a single strategy, to seek desired diversification and risk characteristics. Mercer implements its multi-manager approach through the use of multi-manager investment vehicles that it sponsors, including registered investment companies, common, collective, and group trust funds, and private investment funds, including private markets and hedge fund‑of-funds (collectively, “Affiliated Funds”) and/or through a combination of subadvisers’ proprietary investment vehicles and subadviser-managed separate accounts. For additional information on the Affiliated Funds, please refer to their respective offering documents or contact your Mercer representative. Mercer also utilizes the services of its affiliate, SECOR Investment Management, LP (referred to herein as the “Mercer Direct Investing Unit” or “Mercer DIU”) to directly manage certain investment strategies (such as the implementation of a liability driven investing strategy) on behalf of clients in lieu of engaging a subadviser. The decision to invest client assets in pooled investment vehicles (including Affiliated Funds) or separate accounts is based on a number of factors, including the client’s investment strategy, objectives, restrictions, size, subadviser minimum asset size requirements for separate accounts, and available assets and cash. Mercer utilizes the Affiliated Funds or the Mercer DIU when authorized to do so for a particular client, and taking into account a variety of factors, including, for example, that the client may achieve greater diversification at a given level of fees, simplification of investment lineup, and operational efficiencies. Mercer also assists clients with developing overall investment objectives and restrictions, and strategic asset allocation strategies; however, the final decision regarding these matters generally remains with the client.

Mercer’s Investment Consulting Services Mercer provides ongoing as well as project-based advice on investment policy and asset allocation based upon a client’s specific investment objectives for risk and return. Clients typically retain final decision‑making authority for the overall content of their investment policy statement, including asset allocation targets, overall investment objectives, and (except where Mercer has been engaged to provide investment management services as described above) selection of investment strategies, managers and funds. Mercer’s consulting services include: 1. 2. 3. 4. 5. 6.

Assisting clients with developing and documenting investment objectives, risk tolerance and cash flow needs relative to market opportunities; Establishing and advising on asset allocation and portfolio structures; Consulting on the effect of asset mix on projected asset values and cash flows; Providing Mercer’s economic forecasts that are based upon Mercer’s capital markets assumptions and address expected returns and risks for a variety of asset classes; Providing advice and analysis on environmental, social and governance (“ESG”) considerations of a particular investment strategy, manager or portfolio; and Making client recommendations concerning certain investment strategies, retention or termination of certain investment managers, and/or reallocation of assets among various managers or strategies.

Mercer prepares and presents regular performance measurement reports for clients. These typically include: 1. 2. 3.

Commentary and recommendations regarding manager performance and asset allocation; Observations on current investment market and trends; and Special reports and analyses on topical issues such as alternative investments and sustainable investing.

In preparing such reports, Mercer is able to leverage the research, administrative and support functions of its global affiliates. Mercer also consults with clients regarding the appropriate benchmarks against which to measure investment performance, which may involve comparisons against market indices, benchmark portfolios, and/or Mercer-developed peer groups based on analysis by Mercer’s manager research group (“Manager Research”). Other Services • Mercer Sentinel, a specialty research and consulting division of Mercer, provides consulting advice regarding investment operations. This includes advising on the selection and performance assessment of custodians and transition managers and assessing the operational efficiency and risk of investment managers, securities lending programs, service providers, and foreign exchange execution. Mercer Sentinel also offers trading cost analysis, which provides an analysis of the execution cost of each broker in an investment portfolio. • Mercer, in conjunction with its global affiliates, sponsors Global Investment Forum (“Forum”) conferences. The goal of the Forum is to provide clients with intellectual capital from Mercer’s investment consulting and research areas as well as other areas of Mercer’s business. The Forum provides Mercer a platform to examine topics of importance, develop and/or disseminate Mercer’s intellectual capital and research, and disseminate survey-based investment research and other related information to plan sponsors, other institutional investors, investment managers, and

Mercer investment consultants around the world. Mercer also shares intellectual capital through its online forum known as MercerInsight® Community. • MercerInsight® is an institutional data, analytics, and research platform licensed on a subscription basis to plan sponsors, other institutional investors, and investment advisers. MercerInsight provides subscribers with the capability to filter and retrieve investment manager information and performance, Mercer’s ratings and research material for these investment managers’ products, and other related information. Subscribers may also access Mercer’s ratings and research material for these investment managers’ products through distribution on third-party platforms. Certain modules within MercerInsight can also be licensed on a subscription basis to investment managers. Separately, investment managers provide information relating to their investment advisory business and investment products at no charge, either directly to Mercer via the Mercer Sentinel Database or to a third-party data provider which then licenses such information to Mercer. • Mercer's Analytics for Climate Transition (“ACT”) is a tool designed to help clients evaluate transition capacity and emissions. The analysis uses third-party issuer‑level metrics data and Mercer’s factor weighting approach. • In connection with its manager research process, Mercer discloses its ratings, but not the research materials, for investment managers’ products to such investment managers pursuant to strict governance. Investment managers have an option to license such ratings for their strategies for use in certain limited sales and marketing contexts. • Mercer collaborates with S&P Global and Cambridge Associates to develop and license the S&P Global, Cambridge Associates, and Mercer Private Markets Performance Analytics datasets, which are standardized, aggregated and anonymized datasets covering private markets funds and their underlying assets and deals. • Additionally, some investment consulting clients engage Mercer to perform certain non-fiduciary administrative and operational services at the client’s direction. The services generally include items such as assistance with opening or utilizing client custodial or brokerage accounts and communication of trading instructions, as well as general operational/administration assistance. Fees for these services are negotiable, are not subject to a standard fee schedule, and may be either separate from, or included in, the consulting fee paid by the client. In certain cases, Mercer’s services are delegated to, or provided in connection with, one or more of its affiliates, including Mercer DIU and other affiliates as further described in Item 10 below. Services that can be delegated or provided in conjunction with affiliates, including the “Participating Affiliates” (also as described in Item 10 below), include investment manager research, operational due diligence, performance reporting, retirement plan consulting, financial wellness consulting, and client servicing. Mercer also offers certain specialized consulting services to its clients, in conjunction with its affiliates. These services include, but are not limited to, planned pension de-risking solutions, research on custodians and transition brokers, strategic investment advice, enterprise risk management solutions, collaborating with clients to develop the client’s research material, and other services. Additional consulting services provided to plan sponsors of defined contribution retirement plans and other employee benefit plans (such as non-qualified deferred compensation plans) include, for example, advising on plan governance, fiduciary obligations, plan participant education efforts, assisting with requests for proposals for plan service providers, conducting plan service provider benchmarking projects, and assisting with implementation of plan changes. Additionally, Mercer utilizes the services of, and/or licenses technology from, third-party providers to facilitate Mercer’s performance of its services. These third-party services and technologies

include, for example, investment analytics software, trading systems, compliance monitoring systems, data aggregation tools and support, workflow tools, and middle- and back-office support.

Similarly, when Mercer subcontracts direct investing services to Mercer DIU, this will result in a higher overall fee charged by Mercer (to compensate Mercer DIU for its additional services). The way fees are charged by Mercer is established in a client’s written agreement with Mercer. Mercer generally bills its fees monthly or quarterly in arrears, although a client’s written agreement with Mercer may permit fees to be billed in advance. In many cases, Mercer sends an invoice to each client, and the client pays or instructs its custodian or recordkeeper to pay Mercer. Some clients direct Mercer to deduct their fees directly from their client accounts. Unless otherwise specified in a client’s agreement with Mercer, clients have the right to terminate their investment advisory agreement with Mercer at any time without penalty upon reasonable notice as set out in the agreement. If a client terminates its relationship with Mercer, Mercer will accrue and charge its fee up to and including the termination date. In the event of termination, any fee paid to Mercer by the client in advance, where associated services have not yet been provided, will be refunded. Such refunded amount will be determined based upon the terms of the agreement; for instance, the agreement may specify that any prepaid, unearned fees will be prorated and promptly refunded. For investment management services, Mercer’s fees typically: ▪ ▪ ▪

are calculated as a percentage of assets under management (which in certain cases is subject to a minimum annual fee); are based upon the market value (which may be daily, month-end, or quarter-end market value, as agreed with the client) of the client’s account during the relevant billing period, subject to any minimum fee that has been agreed with the client; and do not include trustee fees, custody fees, brokerage commissions or transaction costs, or mutual fund expenses.

In some cases, Mercer pays subadvisory fees on behalf of a client, and in other cases the client bears the subadvisory fees directly. Where Mercer pays the subadvisory fees, Mercer’s investment management fee is generally structured to be broken out from, and in addition to, fees paid by Mercer to subadvisers that Mercer engages to manage client assets (an “unbundled fee”). With respect to certain clients, however, Mercer’s investment management fee is structured to be inclusive of such subadviser fees paid by Mercer (a “bundled fee”). Typically, Mercer’s clients will select the form of Mercer’s fee structure (i.e., bundled or unbundled) based on their own requirements or preferences. Mercer, or affiliates of Mercer, negotiate fee schedules with some subadvisers pursuant to which the subadviser fee increases or decreases based on the overall amount of assets managed by the subadviser for clients of Mercer and Mercer’s affiliates, including Affiliated Funds (i.e., a volume discount). In cases where a client selects a bundled fee, Mercer and/or its affiliates, as applicable, would benefit financially if assets are allocated to lower cost subadvisers (including those that have negotiated a volume discount) which could create an incentive to allocate client assets to such subadvisers. Mercer has taken steps to manage the conflicts of interest such arrangements may create and disclose this to clients in the client agreement fee schedule.

For investment consulting services, clients are billed according to one of the following options: • Flat fee/retainer; • Time and expense; or • Calculated as a percentage of assets advised based upon the market value (which may be daily, month-end, or quarterend market value, as agreed with the client) of the client’s account during the relevant billing period, as the case may be. Mercer’s investment consulting fees do not include: fees and expenses paid for any investments, fees charged by investment managers (including those recommended by Mercer), or any trustee fees, custody fees, brokerage commissions or transaction costs, or mutual fund expenses. For investment management or investment consulting fees based on a percentage of assets under management or advisement, asset values are typically provided by the client’s custodian on a daily, month-end, or quarter-end basis, as agreed with the client, or provided directly by an underlying third-party fund’s manager. For certain assets that are priced infrequently, Mercer will use the most recently available value. While rare, Mercer may be compensated by a client based on hourly rates. These rates vary, depending upon the service rendered and the skill level of the particular Mercer personnel involved, and are disclosed in the client agreement where applicable. Mercer and a client can also agree to fees that fluctuate based upon the extent to which a client utilizes Mercer’s services (e.g., the number of manager searches requested by an advisory client). Some clients are charged for travel and related expenses incurred in providing the services pursuant to the terms of the client agreement. The fees that Mercer, or its affiliates, earn from Affiliated Funds, if any, are described in the Affiliated Funds’ offering documents. While any such fee arrangements could raise a conflict of interest for Mercer, Mercer structures fees (including credits or waivers as necessary) and provides disclosures to mitigate such conflicts and to comply with applicable law, including regulations and guidance applicable to client portfolios subject to the Employee Retirement Income Security Act of 1974, as amended (“ERISA”). Operational risk assessment reports on investment managers prepared by Mercer Sentinel are made available to subscribers of MercerInsight, via the Mercer Sentinel Database, via third-party distribution arrangements, and through direct sales. In certain limited cases, the investment managers being assessed may arrange to pay Mercer Sentinel the fee for delivery of the report to parties considering investing with such investment manager instead of having the potential investors pay the fee themselves. Through MercerInsight and via third-party distribution arrangements, Mercer licenses data, analytics, and/or research to clients. Clients pay subscription fees for MercerInsight or for Mercer data and/or research via third-party platforms, with such fees ranging up to $400,000 per year. The subscription fees charged are dependent upon the level of data, analytics, and/or research for which a client wishes to subscribe and, where applicable, the client’s size and/or number of permitted users.

There are typically no fees to Mercer clients for attending Mercer Forums. Financial institutions, including investment managers, and other attendees pay fees which generally range from $11,000 to $16,000 and up based upon content, location and other factors, including how many tickets are purchased to attend the Forum. Mercer may permit an entity to sponsor a Forum and charge a sponsorship fee accordingly. In connection with such Forum sponsorship, Mercer has established protocols and procedures to address and mitigate, if needed, any conflicts arising from such relationships. Mercer does not charge investment managers a fee to be included in MercerInsight or the Mercer Sentinel Database. Furthermore, investment managers do not compensate Mercer or its affiliates to be recommended or selected by Mercer or its affiliates for clients. However, Mercer or its affiliates do provide certain services to some investment managers and/or their affiliates. These services include a range of consulting services, including operational risk consulting for investment managers. In addition, an investment manager may pay a licensing fee ranging up to $150,000 per year to use and disclose Mercer’s rating of the investment manager’s investment strategies. In a limited number of non-U.S. jurisdictions, affiliates of Mercer evaluate retail investment strategies offered by investment managers at the request of the investment manager. Mercer or its affiliates would be compensated by those investment managers or their affiliates for such services. Some of these investment managers are also included in MercerInsight and Mercer will, as appropriate and consistent with its fiduciary duty and applicable law, review, evaluate, recommend or select such investment managers. These situations may present an actual or perceived conflict of interest in that a Mercer affiliate may be induced to recommend these particular investment managers over other investment managers for which the Mercer affiliate does not receive additional compensation. Mercer has established conflicts of interest protocols and procedures to address and mitigate conflicts arising from such relationships, as further described in the Appendix (Mercer Investments Conflicts of Interest) attached hereto. Neither Mercer nor any affiliate accepts compensation from any third party for the sale of securities or other investment products to Mercer’s clients. Certain employees and affiliated persons of Mercer are eligible to receive compensation from Mercer in connection with client referrals and sales, as described below in Item 14. For additional information on how Mercer mitigates these and other potential conflicts, please see the Appendix attached hereto. As noted above, Mercer’s fees do not include brokerage and other transaction costs, which will be incurred by a client. Please see Item 12 of this brochure below for a discussion of Mercer’s brokerage practices.

Certain underlying third-party funds or subadvisers in which Affiliated Funds invest, charge performance-based fees. Additionally, certain subadvisers in third-party investment vehicles and/or third-party funds in which clients could invest charge a performance-based fee. Performance-based fee arrangements can create an incentive to favor higher fee-paying accounts over other accounts in the allocation of investment opportunities. Mercer has adopted procedures reasonably designed to address the fair and equitable treatment of all clients and to seek to prevent this conflict from influencing the allocation of investment opportunities among clients. The existence of a performance-based fee from an Affiliated Fund could create an incentive for Mercer or its affiliates to make investments on the Affiliated Fund’s behalf that are risky or more speculative than would be the case in the absence of such performance-based compensation arrangement, or to place greater emphasis on the maximization of returns at the expense of other criteria, such as preservation of capital, in order to achieve higher performance-based compensation. Mercer seeks to address this potential conflict of interest by following a documented process of due diligence and investment analysis when considering investments for such Affiliated Funds.

Mercer has a large and diverse client base, and it is likely that some of our clients will operate in the same industry or sector as other clients. Some clients have, or develop, commercial interests that are adverse to those of other clients, in which case, Mercer will be in the position of advising parties with competing interests in a particular matter. Mercer recognizes that its business interests in serving clients that are perceived to be more influential or more valuable to Mercer pose the risk that Mercer could favor some clients over other clients. Mercer has taken reasonable steps to avoid or mitigate such conflicts, as further described in the Mercer Investments Conflicts of Interest Statement, attached as an Appendix hereto. Mercer does not favor certain clients over others, including with respect to the timing of the release of ratings information. However, Mercer may treat clients differently, depending on their individual circumstances, in the provision of investment advice. Mercer believes that clients benefit from the diversity of opinions and the individualized, and sometimes subjective, judgments of each consultant with respect to each client. Accordingly, investment advice is tailored to the individual client’s objectives, which will sometimes result in different or customized advice to different clients. However, colleagues draw from the same intellectual capital and investment resources, and client deliverables are peer reviewed to achieve consistency in the quality of advice provided to each client. Additionally, standardized processes are in place to enable Mercer to devote the time and resources necessary to fulfill its obligations to each client. To treat all of Mercer’s clients fairly, Mercer releases material research information and ratings of investment managers internally and externally in a manner that is designed to minimize the risk that some recipients will have the opportunity to act on this information sooner than others. In addition, if Mercer is asked to advise clients that have competing interests on the same matter, it will disclose the potential conflict to each client and may seek client consent and/or establish procedures to protect client confidentiality. Please see the attached Appendix hereto for additional information regarding potential conflicts.

Manager Research’s process takes a holistic view of each investment manager’s approach to assessing potential risks and potential opportunities, across relevant time horizons. To this end, it includes an analysis of the degree to which various factors are relevant to the risk/return analysis are integrated into the investment process. Mercer also makes recommendations regarding classes of assets using historical performance characteristics and economic analysis. Mercer uses information provided by investment managers in its investment manager evaluation process. Mercer tailors its assessment of an investment manager and/or any products or separate accounts offered by such investment manager based on the asset class or investment strategy of the investment manager. For example, investment managers offering private equity co-investment opportunities will receive a customized analysis. Although the ratings of Manager Research are given substantial weight in the investment decision-making process, Mercer’s investment personnel also assess the appropriateness of potential and existing subadvisers prior to making recommendations or selections for their clients. With respect to client portfolios over which Mercer has been given discretionary authority, Mercer and its affiliates have established various investment governance committees to promote robust analysis of proposed asset allocations, portfolio construction, and investment manager selection, among other client portfolio matters. While unlikely, there is a possibility that Mercer’s decision with respect to a particular subadviser could differ from recommendations made by Mercer’s affiliates. Clients will not be notified when Mercer’s decision differs from recommendations by Mercer’s affiliates. To help mitigate potential conflicts, Mercer’s investment personnel follow a welldefined investment process based on investment characteristics and processes of candidate subadvisers and their fit in a prospective portfolio. Mercer will provide clients with Manager Research ratings for their subadvisers upon request. Clients invest in the Affiliated Funds and/or in unaffiliated funds (including in some cases unaffiliated exchange traded funds or ETFs), or in separate accounts managed by subadvisers and/or Mercer DIU. The investment strategies, techniques, and risk analyses employed by subadvisers engaged by Mercer or by the Mercer DIU, while designed to enhance potential returns, mitigate risk and/or manage market exposures, may not produce the desired results or expected returns or risk profile. There is a risk that Mercer may be incorrect in its assessment of a subadviser’s ability to achieve the portfolio’s objective, and subadvisers or Mercer DIU may be incorrect in their assessments of the values of securities or their assessments of market trends, which can result in losses. Additionally, such separate accounts or funds, including Affiliated Funds, invest in securities that are subject to inherent market risks and fluctuations in value due to earnings, profitability, growth potential, and other measures of financial condition, as well as whether a particular style or sector is in or out of favor. Some strategies utilize derivative instruments, which can magnify the risk of loss for a portfolio. In addition, economic and political conditions, natural disasters and pandemics, and other factors can lead to volatility in local, regional, or global markets, which can result in market losses that may be substantial. These risks could adversely affect the value and total return of the Affiliated Funds, unaffiliated funds, and/or separate accounts in which a client is invested, and therefore the value of the clients’ accounts. Investing in securities involves risk of loss that clients should be

prepared to bear. These risks may be more pronounced in alternative asset class investments which typically are suitable only for experienced and sophisticated clients and investors who can bear the economic risk of the loss of their entire investment, and who have limited need for liquidity in their investment. Information about the material risks of investing in a fund (including the Affiliated Funds) can be found in the relevant fund’s offering documents. Mercer, in providing investment advice to its clients, looks to investment principles developed among Mercer and its affiliates regarding active versus passive management, risk management, operational efficiency, dynamic asset allocation, alternative asset classes, and sustainable and values-aligned investing principles. At all times, however, Mercer is solely responsible for the investment advice provided to its clients, including the Affiliated Funds.

The Affiliated Funds As described in Item 4 above, Mercer serves as the investment manager to the Affiliated Funds, including: Mercer Funds, an open-ended investment company registered under the Investment Company Act of 1940, as amended (the “1940 Act”) that currently offers shares in six (6) separate and distinct series, as well as various private funds that are operated to rely on the exemptions from registration under the 1940 Act pursuant to either Section 3(c)(1) or Section 3(c)(7) thereof. Mercer also serves as manager of managers to the investment funds established under the Mercer Group Trust and the Mercer Collective Trust, and provides certain services with respect to The American Bar Association Members/MTC Collective Trust, each a collective investment trust maintained by Mercer’s affiliated trust company, Mercer Trust Company LLC, and operated to rely on the exemptions from registration under the 1940 Act pursuant to Section 3(c)(11) thereof. To the extent permitted by applicable law, clients can invest in the Affiliated Funds. Mercer, however, structures its fees (and credits and/or waivers as necessary) to avoid or disclose conflicts and to comply with applicable law, including regulations and guidance applicable to client portfolios subject to ERISA. Mercer has policies and procedures in place to mitigate the potential conflict of interest inherent in offering a range of investment solutions. These conflicts and related controls are described in Item 5 above as well as in the Appendix attached hereto. Mercer also serves as an investment manager or an investment adviser to pooled investment vehicles sponsored or managed by third parties. Mercer Trust Company LLC (“MTC”) MTC, a New Hampshire limited purpose trust company affiliated with Mercer, serves as trustee for the following trusts in which some Mercer clients invest: Mercer Collective Trust, Mercer Group Trust and American Bar Association Members/MTC Collective Trust. Mercer compensates MTC for expenses MTC incurs for serving as trustee for the Mercer Collective Trust and Mercer Group Trust. MTC is compensated by the American Bar Association Members/MTC Collective Trust for serving as trustee to such trust. MTC also serves as directed trustee for the defined contribution plan clients for which Mercer serves as administrator and investment manager pursuant to its Mercer Wise offering and its Pooled Employer Plan, as discussed below. SECOR Investment Management, LP (i.e., “Mercer DIU”), SECOR Investment Advisors, LP (“SIA US”) and SECOR Investment Advisors (UK), LLP (“SIA UK) Mercer DIU, SIA US and SIA UK became Mercer affiliates with the closing of the SECOR acquisition described in Item 2 above. Both Mercer DIU and SIA US are investment advisers registered with the SEC, and SIA UK is a “relying adviser” of SIA US. SIA US is expected to be merged into Mercer in the second quarter of 2026, and SIA UK is also expected to be integrated with a Mercer affiliate and eliminated.

As described elsewhere in this brochure, Mercer utilizes Mercer DIU to manage certain investment strategies for client portfolios, subject to client approval, in lieu of an unaffiliated subadviser. Mercer Health & Benefits LLC (“Mercer H&B”) Mercer H&B provides non-investment pension consulting advice to clients of Mercer, including, for example, advice on managing pension risk through annuity buyouts and similar strategies. Such advice could be provided by Mercer colleagues who are dual-hatted to Mercer H&B in connection with the provision of such services. Mercer H&B’s advice could influence the amount of assets being advised by Mercer on behalf of the client, and/or the period of time over which Mercer advises on or manages such assets, in either case impacting revenue Mercer or its affiliates receive from the client. To mitigate these conflicts, Mercer H&B has adopted standards it believes are reasonably designed to provide advice in a manner that is independent of Mercer’s involvement and consistent with applicable law and in the best interest of its clients. Those standards prohibit Mercer H&B from providing advice or engaging in any activity that places the interests of Mercer or its affiliates above those of its clients. Mercer’s Global Investments Affiliates Mercer affiliates provide investment services in jurisdictions worldwide. Employees of Mercer’s global affiliates contribute to the investment manager research and operational due diligence that Mercer utilizes. Mercer employees may also consult with employees of its global affiliates in formulating investment principles regarding active versus passive management, risk management, operational efficiency, dynamic asset allocation, sustainable and values-aligned investing, and alternative asset class investing. In certain instances, where Mercer’s global affiliates share personnel with, or provide certain services through, Mercer, Mercer and the relevant global affiliate (each a “Participating Affiliate”) enter into a Participating Affiliate Agreement pursuant to which the Participating Affiliate agrees, among other things, that all personnel of the Participating Affiliate who are involved in the provision of investment advice to Mercer’s clients (each an “Affiliate Associated Person”) are subject to the relevant provisions of Mercer’s compliance program and Code of Ethics. Participating Affiliates agree to submit to the jurisdiction of U.S. courts for actions arising under the U.S. securities laws in connection with investment advisory activities conducted for Mercer’s clients. Each Participating Affiliate may recommend or select subadvisers or investment funds for its clients that are also the subject of recommendations to Mercer’s clients or that Mercer selects for its clients. Mercer has adopted policies, procedures and disclosures that it believes are reasonably designed to address conflicts of interest that can arise as a result of these arrangements. The following global affiliates currently share personnel with, and have entered into a Participating Affiliate Agreement with, Mercer: Mercer Limited. Mercer Limited is a company organized under the laws of England and Wales that provides discretionary and advisory investment services to institutional clients. Mercer Limited is authorized and regulated by the U.K. Financial Conduct Authority. Mercer Global Investments Europe Limited (“MGIE”). MGIE is a company organized under the laws of Ireland, providing investment management services to institutional clients and investment funds. MGIE is regulated by the Central Bank of Ireland. Mercer Alternatives Limited (“MAL”). MAL is a company organized under the laws of England and Wales. MAL is authorized and regulated by the U.K. Financial Conduct Authority. Mercer Alternatives AG (“MA AG”). MA AG is a company organized under the laws of Switzerland, providing investment management services primarily to investment funds. MA AG is a Swiss FINMA regulated Asset Manager, Distribution Agent, and Representative Agent.

Mercer Global Investments Canada Limited (“MGIC”). MGIC is a company organized under the laws of Canada, which is registered as an investment fund manager, exempt market dealer, and portfolio manager with the Ontario Securities Commission and maintains similar registration status with certain other Canadian Provincial and Territorial regulators. MGIC also serves as exempt market dealer for the distribution of certain Affiliated Funds in Canada and is compensated by Mercer for such services. Mercer (Canada) Limited (“Mercer Canada”). Mercer Canada is a company organized under the laws of Canada, providing consulting services to institutional investors. Mercer Investments (Japan) Ltd (“MIJL”). MIJL is a company organized under the laws of Japan providing discretionary management services to institutional investors in Japan. MIJL is an Investment Management Business operator under the Financial Instruments and Exchange Law and registered with the Kanto Local Financial Bureau. Mercer Investments (Australia) Limited (“MIAL”). MIAL is a company organized under the laws of Australia which, among other activities, provides investment management, investment consulting, and related services to institutional clients. MIAL holds a license issued by the Australian Securities and Investments Commission. Other Financial Industry Activities For certain defined contribution plans, Mercer provides plan administration services in addition to the investment management services described above, pursuant to an offering known as Mercer Wise 401k. Mercer is delegated fiduciary responsibility by an adopting employer and responsible for both the investments and operations of the client’s plan. In addition, Mercer has registered with the Department of Labor as a Pooled Plan Provider and sponsors a pooled employer plan (or “PEP”) which likewise combines plan administration services with investment management services for participating employers. Mercer also provides non-investment services to retirement plan clients, including plan governance and fiduciary education services, as well as employee financial wellness programs. In addition, Mercer, in conjunction with Mercer (US) LLC and/or other affiliates, may be engaged by clients to provide analysis and advice on the feasibility and design of retirement plan programs in the public or private sector. Additionally, certain associated persons of Mercer and/or affiliates of Mercer serve on advisory boards to unaffiliated private investment funds that Mercer recommends to clients. In this capacity, these individuals could be asked to provide advice to these unaffiliated private investment funds on a wide array of matters, including possible conflicts of interest encountered by the fund. These individuals receive no compensation for serving on these advisory boards; however, in some cases the private funds reimburse reasonable expenses incurred by advisory board members in attending meetings of the advisory board. As described in Items 4 and 5 above, Mercer recommends or selects other investment managers (also referred to herein as “subadvisers”) for its clients. These investment managers do not compensate Mercer or its affiliates to be recommended or selected by Mercer or its affiliates. However, in some cases, these investment managers or their affiliates could be clients of Mercer or its affiliates, pay to attend Mercer’s Global Investment Forum, pay to license Manager Research ratings, or in certain jurisdictions where Mercer provides Mercer FundWatchTM - they could pay Mercer to have a fund they manage reviewed and rated. Please see the Appendix attached hereto for information on how Mercer addresses and mitigates these conflicts.

Mercer is registered with the Commodity Futures Trading Commission (“CFTC”) as a Commodity Pool Operator and as a Commodity Trading Advisor and is a member of the National Futures Association (“NFA”). Certain affiliated persons of Mercer are currently registered, or have an application pending to register, with the NFA as an “Associated Person” and/or a “Principal” of Mercer (as such terms are defined by the NFA in accordance with applicable CFTC regulations). Certain Mercer employees are a “registered representative” (as defined under FINRA rules) associated with MGI Funds Distributors, LLC, a limited-purpose registered broker-dealer. MGI Funds Distributors, LLC is not affiliated with Mercer Investments LLC or its affiliates. Please see the attached Appendix hereto for additional information regarding potential conflicts.

A copy of the Mercer Code of Ethics is available at no charge to any client or prospective client upon request. Directors, officers and employees of Mercer and its affiliates may from time-to-time hold, have acquired or sold, or may subsequently acquire or sell, for their personal accounts (either directly or through commingled vehicle), securities (including shares of certain Affiliated Funds) that may also be held, or have been purchased or sold, for the accounts of Mercer’s clients. Mercer’s personnel may also have a personal or financial incentive to select an investment manager or its strategies on behalf of its clients. This typically arises when personnel: • • • •

recommend or select managers that have purchased Marsh stock for their own accounts or for those of their clients; invest in publicly traded asset management firms and/or their products; receive gifts or entertainment from a manager; or have a family or other personal relationship with a manager.

Mercer manages these potential conflicts by requiring that any transaction be made in compliance with the Mercer Code of Ethics and by monitoring personal dealing activity by Mercer personnel through the receipt of brokerage statements and the administration of monitoring protocols by the Mercer Compliance Department. Mercer has also adopted a gifts and entertainment policy designed to manage and mitigate the risks of the giving and receiving of gifts and entertainment by Mercer personnel. In addition, as described in Items 4 and 10 above, Mercer’s clients may invest in the Affiliated Funds or utilize Mercer DIU to implement investment recommendations. Mercer would have a financial interest in the Affiliated Fund or the use of Mercer DIU to the extent that it or its affiliates earn a fee from the Affiliated Fund or with respect to the Mercer DIU services. Mercer structures fees (including credits or waivers as necessary) and provides disclosures to mitigate conflicts arising from this financial interest and to comply with applicable law. Mercer, or its affiliates, also provide consulting or delegated investment services to, and receive fees in connection with such services from, parent companies or affiliates of investment managers that are recommended or used by Mercer or its affiliates globally. Fees and any other related conflicts are further described in Items 5 and 10 above, as well as the Appendix attached hereto. Failure of personnel to comply with the requirements of the Mercer Code of Ethics and all laws, rules, and regulations applicable to Mercer’s business may result in disciplinary action by Mercer up to and including termination of employment.

In these cases, clients direct the use of a particular broker-dealer, and Mercer does not have the discretion to choose the broker-dealer or the commission rates to be paid. In certain instances, Mercer will assist clients with evaluating a broker-dealer considering a number of factors including, for example, cost relative to services provided; ease of use for trading and transacting; availability of investment options; and reporting and strength of technological tools. However, clients maintain discretion over the timing and terms of each order and to ultimately direct brokerage. In certain instances involving endowments to charitable institutions, Mercer will recommend brokers to facilitate the sale of a donor’s stock. However, the charitable institutions are not required to use the recommended brokers. Mercer does not receive any compensation from the brokers. Mercer does not accept fees, commissions, or other compensation (either soft-dollar or otherwise) from any broker-dealer in connection with the execution of transactions. Some subadvisers selected or recommended by Mercer, however, do utilize soft dollar programs pursuant to their own policies and procedures and subject to applicable law. When a client establishes a brokerage account with a broker-dealer, it should be understood that Mercer will not have authority to negotiate commissions or obtain volume discounts which could cause a disparity in commission charges relative to the commissions charged to other clients. Therefore, clients who direct the use of a particular broker-dealer may not achieve best execution, and Mercer will not make a determination or advise as to the quality of any execution obtained from a client-directed broker. In a limited number of cases, Mercer has discretion over client portfolios containing instruments such as exchange traded funds and individual securities that trade on an exchange or over-the-counter. In these cases, Mercer will enter orders through the designated broker-dealer, consistent with the client’s arrangement. Mercer has adopted a policy and procedures that are tailored to these specific circumstances in order to seek to achieve the best execution for client transactions under the circumstances. In certain instances, Mercer assists clients in hiring a transition broker when investing substantial additions to a client’s account, or when raising cash to meet a client’s withdrawal request. Mercer could also determine to hire a transition broker when onboarding a new client or when it replaces a subadviser to re-align an existing portfolio with recommendations provided by the new subadviser if, in Mercer’s judgment, doing so would be appropriate under the circumstances. Mercer selects transition brokers following an analysis of the likelihood of the transition broker to most effectively carry out a transition. Mercer does not always select a transition broker that, in hindsight, could have offered the most favorable commissions to the account. Rather, in determining which transition broker to engage, Mercer considers the totality of the services that the transition broker can provide, including factors such as: commission structure; its capability to execute difficult trades (possible market impact, size of the order, and market liquidity); opportunity for block transactions; confidentiality; resources; responsiveness; access to markets; and/or financial stability. Internal Cross Transactions From time to time, certain subadvisers may engage in internal cross transactions on behalf of the Affiliated Funds registered under the 1940 Act or other Mercer client portfolios to the extent permitted by applicable law. An internal cross transaction occurs when a firm causes a security to be traded internally between two advisory clients at the same price. Mercer only permits its subadvisers to execute such transactions where the purchase and sale of a security between client

accounts is permitted under applicable law and done pursuant to the subadviser’s and/or the Affiliated Funds’ internal crossing policies, which require equal terms for each client involved in the transaction. Internal cross transactions can be perceived as a conflict of interest because they are not traditional arms‑length transactions and, consequently, could result in cherry picking or self-dealing. Mercer strives to ensure that one client is not favored over another and, as such, requires that subadvisers adopt internal cross procedures intended to mitigate such conflicts and otherwise comply with applicable law.

Quarterly investment reports usually include an analysis of the recent market environment, each relevant investment manager’s performance relative to the market environment, the client’s overall investment strategy, and applicable investment recommendations, if any, to the client. Mercer has a peer review process through which material written communications to a client are reviewed by a qualified peer reviewer prior to dissemination to the client. Selection of the peer reviewer(s) is based upon the expertise required based on the technical contents of the material. Reviewers are instructed to include in their review, among other things, the following: (1) technical accuracy; (2) recommendations consistent with analysis; and (3) format and appearance. From time-to-time, Mercer may also utilize internal artificial intelligence (AI) based tools to process data and identify activity for further review or analysis. Use of such AI-based tools are supplemental to, and not in place of, the human review and analysis described above. The frequency and content of client reporting is agreed in writing with each client. Generally, at a minimum, clients receive quarterly reports.

Certain employees of Mercer and Mercer’s affiliates are eligible to receive direct referral payments for new business introduced to Mercer. Mercer has entered into revenue sharing arrangements with certain affiliates to compensate such affiliates for non-investment services in respect of Mercer clients. Referral payments and/or revenue sharing are paid by Mercer or its affiliates out of their own assets and are not paid by any client or out of an Affiliated Fund’s assets. Referral arrangements are structured to comply with Rule 206(4)-1 under the Investment Advisers Act of 1940, as amended (the “Advisers Act”), including disclosure requirements thereunder. In the future, Mercer could enter into distribution arrangements with third parties for the solicitation of investment or noninvestment services or products (including the Affiliated Funds) offered by Mercer or its affiliates. Such arrangements will be disclosed to prospective clients in accordance with applicable regulations. Mercer’s discretionary investment management services (and Affiliated Funds) may be appropriate for certain clients of Mercer’s affiliates. To avoid any potential or apparent conflict of interest, when introducing such clients to Mercer, Mercer’s affiliates will not evaluate or recommend Mercer, or any of its affiliates or any Affiliated Funds, to a fiduciary client. Mercer and its affiliates have adopted policies, procedures, and disclosures that are reasonably designed to address these matters. Please see Item 10 above.

With respect to Affiliated Funds for which Mercer is deemed to have custody, Mercer is exempt from certain requirements of the Custody Rule because: ▪ ▪

these Affiliated Funds undergo an annual audit by independent accountants subject to inspection by the Public Company Accounting Oversight Board (PCAOB); and the results of the audit are distributed to each investor in such Affiliated Funds in accordance with the Custody Rule and relevant SEC staff positions.

Mercer provides each client with information pertaining to an Affiliated Fund’s custodian promptly upon the client’s investment in the Affiliated Fund. In addition, Mercer is deemed to have custody under the Custody Rule over the assets of clients who have permitted Mercer to deduct its fees directly from the client’s account or who have authorized Mercer to instruct the client’s custodian for purposes other than authorized trading, such as initiating disbursements from the client’s account to third parties. Mercer urges these clients to review the quarterly (or more frequent) statements provided by the client’s qualified custodian carefully and to compare such official custodial records to the performance evaluation reports that Mercer provides. Clients should note that Mercer’s performance evaluation reports could vary from custodial statements based on accounting procedures, reporting dates, and/or valuation methodologies used for certain securities.

Mercer believes that good corporate governance should, in the long term, lead to better corporate performance and improved shareholder value. Thus, it expects its subadvisers to vote based on the premise that board members of companies in which they have invested Mercer clients’ assets should act in the service of the shareholders, view themselves as stewards of the financial assets of the company, exercise good judgment, and practice diligent oversight with the management of the company. Underlying the Mercer voting policy are the following fundamental objectives: • • • •

Mercer expects its subadvisers to seek to act in the best financial interests of its clients to protect and enhance the long-term value of their investments; Mercer expects its subadvisers to use the full weight of Mercer client or fund shareholdings in ensuring that their views have maximum impact in every vote; Mercer expects subadvisers to have a strong commercial interest in ensuring that the companies in which they invest client and fund assets are successful and to actively pursue this interest by promoting best practices in the boardroom; and Mercer expects its subadvisers to have appropriate procedures in place to deal with conflicts of interest in voting proxies.

When Mercer is instructed to vote proxies related to securities held in client accounts, Mercer follows its proxy voting policy (unless instructed by the client otherwise). A copy of Mercer’s proxy voting policies and procedures will be provided at no charge upon request by contacting Mercer at Mercer Investments LLC, Attn: Compliance Department, 99 High Street, Boston, MA 02110 or via email at compliancemerceric@mercer.com. Mercer’s clients may obtain a copy of Mercer’s proxy voting record by contacting their Mercer representative.

Mercer’s Wealth business is a leading global provider of investment and retirement services. Investment services provided by the investments segment of Mercer’s Wealth business (“Mercer Investments”) include the provision of research, analytical tools and investment advice, as well as the implementation of investment advice, including discretionary management of investment portfolios and investment funds. This Conflicts of Interest Statement (“Statement”) summarizes general conflicts of interest that Mercer Investments has identified with respect to its investments business and describes how Mercer Investments manages and mitigates those conflicts. It is not intended to provide an exhaustive list of all conflicts that currently exist, or that could exist in the future. As a global disclosure document, this Statement is not intended to, and does not, address all conflicts of interest in each country or region where Mercer Investments provides investment services and is not intended to take precedence over separate conflicts of interest statements issued by Mercer Investments relating to specific services or jurisdictions that reflect in more detail the client services delivered and local regulations. It also is not intended to cover all conflicts of interest that may relate to your relationship with other Mercer or Marsh lines of business or segments. Conflicts of interest — real or apparent — are instances where a person or firm has an incentive to serve one interest at the expense of another. Some of these conflicts are inherent in any large, diversified professional services firm, while others stem from the nature of the services Mercer Investments offers to clients. Mercer Investments is committed to conducting business ethically and transparently and, therefore, seeks to manage these conflicts primarily with practices, policies and procedures that are designed to protect client interests. In situations where Mercer Investments identifies a potential misalignment of interests that cannot be entirely prevented, the firm seeks to manage the potential conflict through disclosure of the conflict and how the firm intends to manage it. If you have any questions or would like more information about specific topics after reading this Statement, please reach out to your Mercer Investments contact.

Definitions Terms used in this Statement have the following meanings: “Investment Solutions” (also known as “OCIO,” “fiduciary management”, or “delegated solutions”) refers to investment management services provided by Mercer Investments, typically where Mercer Investments exercises discretionary authority over a client’s portfolio or a portion thereof. “Affiliate” refers to any legal entity within Marsh. “Marsh ” refers to Marsh & McLennan Companies, Inc., together with its affiliates. “Mercer” refers to a business of Marsh operating through various legal entities worldwide. “Mercer Fund” refers to an investment fund organized, sponsored and/or managed by a Mercer entity. “Mercer Investments” means the segment of Mercer Wealth that provides investment services. “Mercer Wealth” refers to Mercer’s line of business that provides investment and retirement services. “MRSH securities” refers to securities issued by Marsh & McLennan Companies, Inc.

Conflict awareness The identification, avoidance, management and mitigation of conflicts of interest is an ongoing process. Mercer Investments creates a conflict-aware environment through its operational practices; governance and oversight processes; communications with clients; disclosure reviews; peer review procedures, and its ongoing training, monitoring and testing. Core to this process are the following elements: Code of Conduct — Employees are required to comply with Marsh’s Code of Conduct, The Greater Good, as a condition of employment. The Greater Good has clear requirements and guidelines for dealing with ethical matters, including conflicts of interest. ─ Gifts and Entertainment Policy — Employees are required to comply with a gifts and entertainment policy, which is designed to ensure that they are not unduly influenced by the receipt of gifts, meals or entertainment. ─ Confidentiality Obligations — Employees are made aware of their obligations to protect client confidentiality, and to comply with insider trading and related applicable laws and regulations. ─ Personal Investing Reporting —Employees of Mercer Investments are also subject to policies governing their personal investing which take into account applicable laws and regulations, prohibit certain personal investments, and may require other personal investments to be reported and/or precleared. ─ Directorships and Outside Positions – Employees are required to seek approval before accepting and holding external business positions that may create potential conflicts of interest. ─ Research and Ratings Process — Researchers and relevant staff operate under policies and guidelines and are provided with training intended to protect the integrity of the investment research and ratings process. Research and ratings represent the specialist’s or team’s own opinion of a strategy or subject, without regard to Mercer’s or Marsh’s business relationships.

Types of conflicts Conflicts can arise, for example, between: ─ Mercer Investments and its clients ─ Lines of business or legal entities within Mercer and/or Marsh ─ Mercer Investments’ management or employees and Mercer Investments’ clients ─ Clients or groups of clients

Conflicts of interest can occur, for example: ─ Through earning higher revenues or profits from certain types of solutions or client arrangements, including through: •

providing a more complex, higher-cost solution for clients when a simpler, lower-cost solution is available

•

providing solutions where Mercer or an affiliate earns additional fees for directly managing securities in Mercer Funds or client portfolios, where an alternative solution may be available

─ From other relationships Mercer Investments has with providers of services or products to its clients, including fee arrangements or commissions ─ Due to the receipt of confidential information from clients, service providers or asset managers ─ Through performance, referral or sales-related remuneration paid to Mercer and/or Marsh employees ─ Through personal relationships Mercer or Marsh employees have with clients or service providers ─ From gifts or entertainment provided to clients or prospects, or received by employees from current or prospective service providers ─ Due to employees holding external business positions ─ Through collaboration among Mercer and/or Marsh entities

Specific conflicts The following describes certain of Mercer Investments’ potential conflicts and how they are managed and mitigated.

Conflicts between Mercer Investments and its clients Mercer Investments’ services are delivered along a continuum that allows clients to select their preferred level of interaction with Mercer Investments. While this business model provides significant flexibility for clients, Mercer Investments recognizes that it can create a conflict between Mercer Investments’ own interests and those of its clients. The following describes key conflicts of this type and how they are managed and mitigated.

Fee arrangements with clients Mercer Investments offers a wide range of investment services to its clients, with a variety of fee arrangements. Current fee arrangements include fixed fees, time-based fees, fees based on assets under advisement or management, and fees with performance adjustments. Certain services or solutions in some asset classes may be more complex or involve Mercer or an affiliate directly managing securities. Mercer Investments may offer differing fee rates for such services or solutions. In those situations, Mercer Investments can have an incentive to offer or allocate to these solutions when a simpler, lower-cost or more suitable solution may be available. Mercer Investments’ Investment Solutions are implemented using third-party asset managers and, in some jurisdictions, in-house direct investment management capabilities. When third-party managers are used, Mercer Investments seeks to negotiate the lowest fee possible under the circumstances with such third-party asset managers. In certain jurisdictions, Mercer Investments implements its Investment Solutions through the use of the Mercer Funds. Mercer Investments receives a fee from certain Mercer Funds, which could create the incentive to offer, recommend or select a Mercer Fund over another or over a third-party fund. Depending on client preferences, Mercer Investments has fee arrangements with some Investment Solutions clients that result in a fee paid to Mercer Investments that is broken out from (and in addition to) investment management fees paid by Mercer Investments to third-party and affiliated asset managers. In some cases, an Investment Solutions Client bears the third-party investment manager fee directly, separate from the fee they pay to Mercer Investments. Mercer Investments refers to these arrangements as “net fee” or “unbundled fee” arrangements. Mercer Investments has fee arrangements with other Investment Solutions clients that result in a fee paid to Mercer Investments that is inclusive of the investment management fees paid by Mercer Investments to third-party and affiliated asset managers. Mercer Investments refers to this arrangement as “gross fee” or “bundled fee”. In a gross fee arrangement, Mercer Investments would benefit by selecting asset classes or third-party asset managers where Mercer Investments has negotiated a lower fee or a volume discount arrangement (i.e., the fee payable to the manager decreases as the amount of assets under management

with that manager increases). Mercer Investments could also have an incentive to select third-party asset managers based primarily on those managers’ fees. Under both a bundled and unbundled fee arrangement, Mercer investments may earn higher fees depending on how high the allocation to in-house direct investment management capabilities may be. Mitigation ─ Mercer Investments follows documented processes for researching, rating, recommending or selecting third-party asset managers using multiple factors and not based on fees alone. These processes follow consistent governance practices for all services. The basis on which Mercer is remunerated by a client is not a factor considered in the research or rating of a third-party manager, or in Mercer’s recommendation or selection of a third-party manager for the client’s account. ─ Mercer Investments’ fee arrangements with clients are described clearly in disclosure documents and/or in client agreements and are structured to comply with applicable laws and regulations. In many cases, Mercer Investments structures fee arrangements with clients and Mercer Funds to remove the incentive to recommend one Mercer Fund over another or a third-party fund (e.g., through the use of fee waivers and/or credits, zero fee share classes etc.). In cases where Mercer Investments receives a fee from a client and a fee from a Mercer Fund in which the client invests, such separate fees will be disclosed to, and approved by, the client. In certain cases, a client may be asked to acknowledge or approve the investment in the Mercer Fund (e.g., through authorization in an investment management agreement between Mercer Investments and the client, or through a separate agreement specific to such Mercer Fund). ─ When making asset-allocation, funding decisions or recommendations to a client, Mercer Investments considers several factors unique to each client’s investment needs and objectives, financial circumstances, risk tolerances, and the long-term return and risk profile of various asset classes. In addition, the client typically provides Mercer Investments with asset-allocation or risk parameters within which its account should be managed. Generally, these asset-allocation or risk parameters cannot be changed without client consent. If Mercer Investments would receive a fee from a client that is higher because of the level of complexity of investing in a particular asset class or asset classes, and/or where securities are managed directly by Mercer or an affiliate, such fees will be disclosed to, and approved by, the client as part of the agreement between Mercer Investments and the client. ─ When making asset allocation decisions within a Mercer Fund, investment decisions are taken by the portfolio manager to ensure the fund is managed within the investment guidelines and objectives of the fund as detailed in the Mercer Fund documentation. This documentation is provided to all clients, so it is clear in what asset classes and within what parameters such investments may be made. ─ Mercer Investments regularly reviews performance and risk objectives with its clients.

Conflicts arising from multiple lines of business or legal entities within Mercer and/or Marsh Services and solutions Mercer Investments offers clients a number of services and solutions ranging from advice on asset allocation, asset classes, investment strategies, specific investments and investment providers, including asset manager or fund recommendations, to implementation of investment recommendations or discretionary investment management arrangements. Mercer Investments may also offer services that can help clients action that advice, including Mercer Investments’ own Investment Solutions. In certain jurisdictions where Mercer offers its own investment funds and solutions to implement clients’ investment strategies, its investment advisory work is not considered independent as there may be an incentive to recommend in house solutions over a third-party fund/manager. Mercer Investments’ Investment Solutions business seeks to incorporate Mercer Investments’ best ideas in relation to investment management and, in some situations, provide those services in conjunction with Mercer Investments’ best ideas in non-investment management areas. Examples of such solutions include implemented consulting and Mercer Investments’ dynamic de-risking service. In some jurisdictions, Mercer Investments provides a platform for accessing asset manager investment strategies. These solutions, which typically use Mercer Funds, can create a conflict between Mercer Investments’ interests and the interests of clients. When a client chooses to expand its work with Mercer Investments, or to select Mercer Investments as an Investment Solutions provider, Mercer Investments will typically earn additional revenue or profit than under an advisory-only relationship with Mercer Investments. This can create an incentive for Mercer Investments colleagues to inappropriately introduce additional services to clients or prospective clients, including Investment Solutions. In addition, Mercer Investments considers colleagues’ overall contributions to new sales and other commercial goals when determining compensation. Certain employees of Mercer Investments and/or other Marsh businesses can also be eligible to receive direct incentive compensation as a result of referring prospects to or selling Investment Solutions as permitted under applicable laws and regulations, each of which can create a similar incentive for these employees. Moreover, in discussing potential service offerings with a client, Mercer Investments would not ordinarily recommend the use of another provider’s investment services, where Mercer Investments provides such services itself. If a client transitions from an advisory-only relationship to Investment Solutions, Mercer Investments typically continues to provide advisory services as a component part of its Investment Solutions. This can create a potential conflict if Mercer Investments were to evaluate its own Investment Solutions offering compared to other providers’ offerings of similar solutions as part of the ongoing advisory services. However, it is Mercer Investments’ policy not to use our position with an existing client to recommend or evaluate our own products or services against competitors. We will, however, provide factual comparative information and other relevant data requested by clients so that clients can assess our full scope of services in a fully informed manner. When a client retains Mercer Investments to provide both investment and non-investment services (e.g., advice on managing pension risk through annuity buyouts and similar strategies) at the same time, this can create an

incentive for Mercer Investments to provide advice that it expects would result in a client maintaining, prolonging or increasing the investment services so as to increase revenue to Mercer Investments. Mitigation ─ Mercer Investments has adopted protocols to be followed when introducing Investment Solutions to clients. These protocols include disclosures to allow clients to fully understand the difference between working with Mercer Investments under an advisory-only approach and under an Investment Solutions approach so that clients can make an informed decision. ─ It is Mercer Investments’ policy that Investment Solutions and Mercer Funds should only be offered to a client if Mercer Investments reasonably believes it would be appropriate for the client’s needs. ─ Clear disclosures regarding Mercer Investments’ fees and services are provided to clients prior to a client making a decision to engage Mercer Investments for a particular service or to invest in a Mercer Fund that would increase fees paid to Mercer Investments by the client. ─ Mercer Investments has adopted protocols to be followed in order for its or Marsh’s employees to be eligible to receive direct compensation for referring prospects to Mercer Investments’ services, including requiring the referring colleague to provide written disclosure to the prospect describing the referral compensation that the colleague will receive if the prospect becomes an Investment Solutions client. Mercer Investments employees are not eligible for direct incentive compensation for referring existing clients to whom they provide investment advisory services. Additionally, when considering a colleague’s overall contributions to new sales and other commercial goals in determining an individual’s overall remuneration, Mercer Investments operates a formal performance appraisal and reward system that is designed to take many factors into account (i.e., not only success in achieving business development goals). ─ Direct compensation incentive plans for Mercer Investments business development colleagues are subject to claw back provisions and retention periods to mitigate the risk of inappropriate sales activities. ─ When providing advisory services as a component of Investment Solutions, the nature of the advice provided differs from the type of advice that was previously provided by Mercer Investments to a client under an advisory-only relationship. In particular, commentary on performance, and advice on potential alternatives, would be confined to the service being provided and solutions, strategies and funds available within Mercer Investments’ Investment Solutions framework and relevant market benchmarks. Mercer Investments will not evaluate its own services or performance in comparison to other service providers, although it will provide factual comparative information and other relevant data requested by a client. ─ Where deemed appropriate, Mercer establishes information barriers between Mercer teams providing separate services to the same client (or connected clients), consistent with applicable laws and regulations, and with the best interests of the client in mind.

Asset manager research Mercer Investments could have an incentive to provide its research on third-party asset managers to certain clients or to consulting or Investment Solutions teams before providing the same information to other Mercer Investments clients. Examples of potentially valuable information include a change to Mercer Investments’ rating of an investment strategy offered by a third-party asset manager or a manager’s capacity to accept new investments in a particular strategy or fund. In certain countries in Asia, Mercer Investments offers Mercer FundWatch™, a web-based, publicly available ratings service based on Mercer Investments’ global research on third-party asset managers. Mercer FundWatch rates funds that are available to individual investors in those countries. As part of this service, financial services firms that manage or distribute investment funds will typically pay Mercer Investments to have their fund reviewed and rated and can elect to have the rating published. Since firms whose funds receive lower ratings would be expected to be less likely to pay for their funds to be published, and since such firms may be disinclined to expand their business relationships with Mercer Investments, Mercer Investments could have an incentive to provide higher ratings to firms with funds participating in Mercer FundWatch. Mercer Investments offers investment managers the option to license the use of Mercer’s existing ratings of such investment managers’ respective investment strategies in limited sales and marketing contexts. Investment managers that choose to obtain a license for such use of Mercer Investments’ ratings pay licensing fees to Mercer Investments or its affiliates. Offering managers the option to obtain a license for the ratings of their strategies can introduce certain actual and potential conflicts of interest due to an incentive to issue and maintain favorable ratings of investment strategies to encourage new and continued licensing by managers. Mitigation ─ Mercer Investments makes new or updated manager research available at the same time to all external subscribers and internal users of MercerInsight®, an institutional data, analytics, and research platform on investment managers, by publishing it on the platform. Research includes such information as news items regarding a third-party asset manager, decisions by the manager research team to change the rating of a manager’s strategy, and information about a manager’s capacity to accept new investments. Any updates to investment strategy ratings that are provided to managers who have licensed ratings of their strategies are provided to such manager licensees at the same time as the relevant ratings are updated in MercerInsight. ─ Mercer Investments’ manager research and the fund rating activities of Mercer FundWatch follow a uniform and consistent research process in determining third-party asset manager ratings, and in the case of Mercer FundWatch, fund ratings, including peer review and final ratification of ratings by designated committees. The option for managers to license the use of ratings of such managers’ investment strategies does not change the process used by Mercer Investments to determine which investment strategies to research or the assignment of ratings. Mercer Investments and its affiliates do not permit managers to commission investment strategy ratings from Mercer Investments or its affiliates (other than in the case of Mercer FundWatch fund ratings described above).

─ Mercer Investments’ manager research team, which also produces Mercer FundWatch ratings, is separate from the teams responsible for offering and managing ratings licenses and will not be made aware of which managers have purchased such licenses. The manager research team is not responsible for the commercial success of Mercer Investments’ manager research and ratings distribution business, and the remuneration of Mercer Investments’ manager research team is not directly linked to sales of that research. The manager research team is evaluated on the outperformance of their highly rated strategies, and not by sales of these reports or other revenue or sales activities related to the distribution of manager research or ratings. ─ Consultants and other Mercer colleagues responsible for constructing portfolios or recommending investment managers to clients will not be involved in the offering or managing of ratings licenses and will not be informed of which managers do or do not license ratings of their strategies, except as needed for one-off client situations.

Issuance of certain securities Certain Mercer affiliates may be involved in the issuance of securities; for example, a Mercer Investments business, Mercer Investments (HK) Limited (“MIHK”), is involved in the origination and placement of insurance-linked securities (“ILSes” and each an “ILS”). ILSes are bonds issued by insurance or reinsurance entities through which investors participate in insurance risk in return for a stated premium. This activity can give rise to a conflict or the appearance of a conflict if Mercer Investments recommends that a client invest in ILSes that may include those which MIHK has originated or marketed, or in other types of securities where a Mercer affiliate is involved in the issuance. Similarly, asset managers hired by Mercer Investments to manage the Mercer Funds or other client accounts may invest the assets of a fund or account in an ILS originated or marketed by MIHK, or in another type of security where a Mercer affiliate is involved in the issuance. Mitigation ─ Mercer Investments follows documented processes for rating, recommending, or selecting a thirdparty- asset manager’s strategies. These processes follow consistent global governance practices. Investment in any particular security issuance is not a consideration in Mercer Investments’ ratings process. ─ A Mercer affiliate’s role relative to any ILS, or other security, will be disclosed in the offering material for such ILS or other security.

Arrangements with asset managers and other service providers Mercer Investments could have an incentive to assign favorable ratings and allocate client assets to certain third-party asset managers based on fee arrangements in place between Mercer Investments and the manager. For example, where Mercer has a gross fee arrangement in place with a client, Mercer Investments would have

an incentive to favor third-party asset managers that provide volume discounts based on the amount of Mercer Investments’ clients’ assets under management, or who pay for their investment fund to be rated via Mercer FundWatch. In addition, some third-party asset managers (or their affiliates) whose strategies Mercer Investments rates, reviews and/or recommends may have a significant holding of MRSH securities under their control from timeto-time (e.g., large asset managers) which could create an incentive to assign favorable ratings and allocate client assets to such managers. Some third-party asset managers (or their affiliates) whose strategies Mercer Investments rates, reviews and/or recommends are also clients of Mercer Investments or its affiliates. For example, these firms may have engaged Mercer Investments or its affiliates to provide services, purchased licenses to use Mercer Investments’ proprietary software and platforms, and/or paid to attend Mercer Investments’ Global Investment Forums. Mercer Investments or its affiliates provide consulting or Investment Solutions to certain parent companies or affiliates of managers that are recommended or used by Mercer Investments or its affiliates. The revenue Mercer Investments or its affiliates earn from these third-party asset managers or their affiliates, as clients, could create an incentive to recommend these managers or their strategies more highly than those of other managers, and therefore potentially impairing Mercer Investments’ ability to recommend, select or terminate them objectively. In limited situations, Mercer also serves in a sub-advisory capacity to other asset managers and is compensated by such managers (or directly by the sub-advised fund(s)). Mercer does not research or rate strategies for which it serves as a sub-adviser. Mercer also does not recommend or select such strategies for clients, although it may present these strategies to clients alongside other relevant rated strategies when they would be suitable based on the client’s investment guidelines and objectives. In conjunction with providing Investment Solutions services, Mercer Investments sometimes selects and oversees other types of service providers with whom Mercer Investments or its affiliates have other business relationships, including client relationships, distribution or referral arrangements, recordkeeping or administration, or subcontracting relationships. The commercial benefits received from these relationships could present a conflict of interest for Mercer Investments in the selection, oversight, and termination decisions with respect to such service providers. Mitigation ─ Mercer Investments follows documented processes for rating, recommending, or selecting a thirdparty asset manager’s strategies. These processes follow consistent global governance practices. ─ Where relevant and appropriate, Mercer Investments restricts third-party asset managers whom it has engaged in a discretionary capacity on behalf of clients from transacting in MRSH securities. ─ Mercer Investments does not include the status of a third-party asset manager or other service provider as a client of Mercer Investments or its affiliates, or other commercial relationships with a service provider, as a factor in its investment evaluation, selection or termination analysis.

─ Mercer Investments has adopted protocols to be followed when discussing third party manager strategies for which it serves as sub-adviser with clients. These protocols include disclosures to allow clients to fully understand the conflict, as well as presentation of alternative options, so that clients can make an informed decision. ─ Mercer Investments has adopted vendor selection processes that are reasonably designed to protect against preferential treatment for a third-party asset manager or other service provider that is also a client of Mercer Investments or its affiliates. ─ Mercer Investments’ manager research team, which also produces Mercer FundWatch ratings, is not responsible for the commercial success of Mercer Investments’ manager research and ratings distribution business, and the remuneration of Mercer Investments’ manager research team is not directly linked to sales of that research. The manager research team is evaluated on the outperformance of their highly-rated strategies, and not by sales of these reports or other revenue or sales activities related to the distribution of manager research or ratings.

Holdings in MRSH Securities Where permitted by applicable law and when in line with a Mercer Fund or client investment objectives, certain investment funds or client portfolios managed by Mercer or its affiliate investment managers may have holdings in MRSH securities. This can create potential conflicts including: ─ Investing in MRSH securities benefits MRSH without regard to whether the investment is in the best interest of Mercer Investments Clients. ─ Potential for less rigorous analysis on MRSH securities compared to analysis performed on thirdparty investments. ─ Access to confidential MRSH information that could influence the buying or selling of MRSH securities based on non-public information. ─ Voting on Proxy Votes in a manner to support MRSH’s objectives without regard to the best interest of shareholders and/or in a manner that is not in line with the funds proxy voting policy. Mitigation Mercer Investments has implemented controls to mitigate these conflicts: ─ Mercer Investments or its affiliates are not permitted to directly take active positions in MRSH securities in actively managed Mercer Funds or client portfolios. ─ Where Mercer appoints a third-party sub-investment manager to actively manage Mercer Funds or client portfolios, Mercer Investments is not permitted to influence or request the sub-investment manager to take particular positions in MRSH securities. If permitted by applicable law and/or

regulation, a third-party sub-investment manager is permitted to invest in MRSH securities if it independently believes it is in the best interests of the Mercer Fund / client portfolio. ─ Passively managed Mercer Funds / client portfolios are permitted to hold MRSH securities in line with the weighting in the index they track*. ─ Mercer Investments colleagues are subject to the Code of Conduct and related policies and procedures, which prohibit investing or trading on the basis of material non-public information, and receive regular training and compliance bulletin reminders in this regard. ─ Third party investment managers are expected to maintain and implement proxy voting policies and procedures that require the investment manager to vote client proxies in the best interest of the clients. Mercer Investments does not seek to influence proxy voting by affiliated investment managers or third-party investment managers in relation to voting on MRSH securities. *A passive fund is a fund that tracks an index, even though it may still have certain actively managed characteristics, such as a sustainability overlay. If, due to these actively managed characteristics, the fund holdings deviate from the index holdings, the holdings of MRSH securities mirror pro-rata changes to the rest of the fund holdings.

Conflicts between the interests of clients and employees, their family members or significant personal relationships Circumstances involving Mercer Investments’ employees, their family members, or persons with whom employees have significant personal relationships can give rise to conflicts of interest between such persons and Mercer Investments’ clients. Examples of such conflicts may include: ─ Access to confidential information in a corporate entity in which an employee has or could acquire a personal shareholding. ─ Personal benefits received from service providers (e.g., gifts and entertainment). ─ Personal relationships with personnel of an asset manager or service provider could influence a Mercer Investments’ employee’s assessment of the asset manager or service provider. ─ Remuneration of individuals linked to their achievement of certain financial goals, such as revenue targets. ─ Conflicts arising from an individual holding non-Mercer Investments roles (e.g., serving as a director on a governing board of a non-Mercer Investments business) in addition to their role at Mercer Investments.

Mitigation ─ Mercer Investments has policies, procedures, and codes in place to minimize such conflicts including The Greater Good, Personal Securities Trading Policies, Gifts and Entertainment Policies and Policies on Holding Outside Directorships. ─ Mercer Investments follows documented processes for rating, recommending or selecting a thirdparty- asset manager’s strategies. These processes follow consistent global governance practices irrespective of any personal connections among employees. ─ Mercer Investments has adopted vendor selection processes that are reasonably designed to protect against preferential treatment for a third-party asset manager or other service provider whose employee(s) have personal connection(s) with Mercer Investments employee(s). ─ Compliance with key policies is monitored, and mandatory training is deployed to personnel. ─ Mercer Investments operates a formal performance appraisal and reward system, designed to take many factors into account (e.g., not only success in achieving sales or commercial goals) when determining an individual’s remuneration.

Conflicts among Mercer Investments’ clients Mercer Investments has a large and diverse client base, some of whom compete with one another in the same industry or sector or compete with one another for limited investment opportunities. Mercer Investments recognizes that there could be an incentive to favor clients that are perceived to be more valuable to Mercer Investments over others that are perceived to be less valuable. Mercer Investments might also have an incentive to favor Mercer Funds over other discretionary client accounts. Mercer Investments’ clients are also likely to have differing investment objectives, regulatory requirements, and values or preferences, for example as it relates to sustainable investing. Mitigation ─ Although Mercer Investments can provide different or customized research to different clients, depending on individual circumstances or upon request, Mercer Investments does not differentiate between or favor certain clients over others with respect to timing of the release of manager research ratings information via the MercerInsight platform. ─ Mercer Investments’ investment decision-making process for the Mercer Funds and other discretionary client accounts is carried out pursuant to a consistent process, taking into account relevant regulatory requirements, and overseen by investment governance committees in the relevant jurisdiction, whose members are trained on the fiduciary obligations owed to clients. ─ Mercer Investments seeks to allocate capacity-constrained investment opportunities among clients on a reasonable and fair basis pursuant to a Global Allocation Policy, which takes into account the

services Mercer Investments has agreed to provide its clients, their individual objectives, mandates and/or investment strategies, and other relevant factors. ─ Mercer Investments has an obligation when providing execution services to consistently achieve the best outcome for clients. Mercer Investments has implemented policies and procedures that take into account the competing priorities of each client and order (e.g., price, speed, settlement etc.) which reflect the nature of the instrument, market conditions, available venues etc. and are used to determine the approach to execution. For example, client orders may be aggregated, traded at specific times of the day, traded in a random order, deferred, traded in tranches/clips, etc. ─ Mercer Investments draws on a breadth of global resources to develop intellectual capital that can be implemented locally, and on a client-by-client basis, to meet each client where they are, taking into account their particular needs, investment objectives, regulatory considerations, and solution preferences. ─ Mercer Investments believes clients benefit from the diversity of opinions and the individualized, and sometimes subjective, judgments of each consultant with respect to each client. Accordingly, investment advice is tailored to the individual client’s objectives, which will sometimes result in different or customized advice to different clients. However, colleagues draw from the same intellectual capital and investment resources, and client deliverables are peer reviewed, to achieve consistency in the quality of advice provided to each client. ─ Additionally, standardized processes are in place to enable Mercer Investments to devote the time and resources necessary to fulfill its obligations to each client. If you have any questions or would like more information about specific topics after reading this Statement, please reach out to your Mercer Investments contact.