NORTHERN TRUST INVESTMENTS, INCORPORATED

NORTHERN TRUST INVESTMENTS, INC. Form ADV Part 2A 50 South LaSalle Street Chicago, Illinois 60603 www.northerntrust.com March 28, 2025 This brochure provides information about the qualifications and business practices of Northern Trust Investments, Inc. (“NTI”). If you have any questions about the contents of this brochure, please contact your investment relationship manager or our corporate operator at (312) 630-6000. The information in this brochure has not been approved or verified by the United States Securities and Exchange Commission (the “SEC”) or by any state securities authority. Additional information about NTI also is available on the SEC’s website at 34TUwww.adviserinfo.sec.govU34T NTI is a registered investment adviser with the SEC. Registration does not imply a certain level of skill or training. This brochure does not constitute an offer or a solicitation of an offer to buy shares or interests in any investment fund that NTI sponsors, manages, or advises. An offer of those funds can only be made to qualified investors by way of the approved offering materials for those funds and only in jurisdictions in which that offer will comply with applicable rules and regulations. NTAC:3NS-20  FORM ADV PART 2A Item 2: Material Changes The following material changes have been made to this brochure since its last annual update on March 28, 2024. • Summary of the newly implemented Alternatives Advisory Practice platform in Item 4 • Inclusion of fees related to the newly implemented Alternatives Advisory Practice platform in Item 5 • Addition of the Alternatives Advisory Practice related assets, Bank Loans, and Participation notes, in addition to related risks in Item 8 2 NTAC:3NS-20  FORM ADV PART 2A Item 3: Table of Contents Item 2: Material Changes .......................................................................................................................... 2 Item 3: Table of Contents .......................................................................................................................... 3 Item 4: Advisory Business ......................................................................................................................... 4 Item 5: Fees and Compensation .............................................................................................................. 6 Item 6: Performance-Based Fees and Side-by-Side Management .................................................. 12 Item 7: Types of Clients ........................................................................................................................... 13 Item 8: Methods of Analysis, Investment Strategies and Risk of Loss ............................................ 13 Item 9: Disciplinary Information .............................................................................................................. 37 Item 10: Other Financial Industry Activities and Affiliations ............................................................... 38 Item 11: Code of Ethics, Participation or Interest in Client Transactions and Personal Trading . 40 Item 12: Brokerage Practices ................................................................................................................. 45 Item 13: Review of Accounts .................................................................................................................. 48 Item 14: Client Referrals and Other Compensation ............................................................................ 49 Item 15: Custody ...................................................................................................................................... 49 Item 16: Investment Discretion ............................................................................................................... 50 Item 17: Voting Client Securities ............................................................................................................ 50 Item 18: Financial Information ................................................................................................................ 54 Privacy Notice …………………………………………………………………………………………...55 3 NTAC:3NS-20  FORM ADV PART 2A Item 4: Advisory Business Description of the Firm Northern Trust Investments, Inc. (“NTI”) is the primary U.S. investment adviser of Northern Trust Asset Management. Northern Trust Asset Management is the branding name of the asset management business of Northern Trust Corporation, a financial holding company and publicly traded company. NTI has been registered with the U.S. Securities and Exchange Commission (“SEC”) as an investment adviser pursuant to the Investment Advisers Act of 1940 since 1988. NTI is also an Illinois banking corporation subject to the rules and regulations of the Illinois Department of Financial and Professional Regulation. NTI is a wholly owned subsidiary of The Northern Trust Company (“TNTC”), an Illinois state banking corporation. NTI is registered with the U.S. Commodities and Futures Trading Commission as a Commodity Pool Operator (“CPO”) and Commodity Trading Advisor (“CTA”) and designated as a Swap Firm. NTI is also a member of the National Futures Association. Types of Advisory Services NTI is a multi-asset class provider of a wide range of discretionary and non-discretionary investment advisory and sub-advisory services. NTI’s asset class capabilities include equity, fixed income, liquidity, and asset allocation strategies. Strategy implementation ranges from passive and factor-based quantitative, to fundamental active and multi-manager solutions. Investment solutions can incorporate sustainable investing principles and customized tax management. The following is a description of the investment vehicles and services NTI offers to clients. Investment Pools: NTI provides discretionary investment advisory and sub-advisory services to the following types of affiliated and unaffiliated registered and unregistered investment pools: • Mutual Funds • Bank Common and Collective Funds • Exchange-Traded Funds • Limited Partnerships • Other U.S. Investment Funds Each investment pool has an investment objective and investment guidelines. Generally, NTI cannot tailor the investment guidelines or impose restrictions on an investment pool to meet individual client needs. Investment objectives and guidelines, and any restrictions or limitations thereto, may be customized for single investor investment pools. NTI also provides clients with access to select certain third-party investment strategies through limited partnership structures, some of which are offered on a private placement basis. Separately Managed Accounts: NTI provides discretionary and non-discretionary investment advisory services tailored to help meet a client’s individual investment objectives and guidelines, as well as client investment restrictions or limitations. The investment performance of any client 4 NTAC:3NS-20  FORM ADV PART 2A account may be affected by the imposition of investment restrictions or limitations. Clients who impose investment restrictions or limitations might affect the account’s performance and limit NTI’s ability to employ various investment strategies. This may result in investment performance that differs from that of a benchmark or other client accounts utilizing the same or similar investment strategy. NTI provides investment advisory strategies delivered through other financial intermediaries (such as banks, registered investment advisers and wrap-fee sponsors). Under such arrangements, NTI may be selected to provide investment strategies through model portfolio services (as noted below) or where NTI acts as portfolio manager only. In such arrangements, NTI manages the account in accordance with the agreed-upon investment objectives, guidelines, risk tolerances and restrictions established by the financial intermediary or their client. Under such arrangements the intermediary is acting as fiduciary with regard to suitability of the investment advisory strategies for its clients. Model Portfolio Services Model Delivery: NTI provides non-discretionary investment advisory services to other financial intermediaries (including Wrap Programs) as noted above. Under such arrangements, NTI provides model portfolios of our proprietary investment strategies. The recipients of these models may use NTI’s model portfolios, as well as any on-going updates to the model portfolio, either alone or with other model portfolios to manage the accounts on behalf of their clients. Sponsors and other recipients of the models retain investment discretion under these arrangements, and NTI is only responsible for providing its model portfolio to the financial intermediary. The financial intermediary, Sponsor, or other recipient of the models is responsible for determining the suitability and appropriateness of any model portfolio for its clients. Model Implementation of Third-Party Strategies: Through the model portfolio services platform, NTI provides clients with access to select certain third-party investment strategies. Under such arrangements, the third-party manager is responsible for security selection and on-going model updates while NTI provides managed account implementation and trading services. Model portfolio implementation is designed to maximize operational efficiencies for separately managed account investments by centralizing the delivery and manufacturing of model portfolio strategies. Through a highly scalable process of construction, rebalancing, and daily monitoring of activity, accounts are managed to minimize dispersion from the selected model portfolio. NTI relies on a suite of proprietary and vended applications to assist in the ongoing management of these accounts. Multi-Manager: NTI provides asset allocation investment advisory services, including selection, oversight, and termination of affiliated and unaffiliated investment advisers. Multi-manager strategies can range from a single asset class to multiple asset classes employing a number of investment advisers. NTI performs research, due diligence, and program management across multiple asset classes. Outsourced Chief Investment Officer (“OCIO”) Services: NTI provides outsourced investment management services to individual and institutional clients. To meet the needs of its clients, NTI employs various investment vehicles, including custom separate accounts and common, collective, registered, and private funds (private equity, private credit, real estate, and hedge funds), and co-investments or direct investments in companies. OCIO engages clients on a discretionary and advisory basis. For discretionary clients, OCIO has investment authority and is 5 NTAC:3NS-20  FORM ADV PART 2A responsible for the implementation of investment decisions. For advisory services, OCIO provides recommendations, and clients retain investment authority over account activity. Alternatives Advisory Practice: NTI provides discretionary and non-discretionary services to individual and institutional clients on alternative assets, including private funds and co- investments. Alternative assets will include private funds managed by NTI’s affiliate, 50 South Capital Investments, LLC. NTI may have discretionary authority or may only provide advice with regard to investments in alternative assets. In addition, NTI may monitor or review a client’s existing investments in private funds or co-investments and assist clients with defining the goals and objectives of a specific asset allocation, provide specific market insight and data, assist in sourcing investment opportunities, advise on any follow-on commitments or dispositions of existing private fund investments, and provide general guidance on selection, execution, and exit of a specific asset class allocation. Investment Research and Advisory Services: NTI provides investment research and advisory services to clients for their use in evaluating and implementing investment solutions. Overlay Services: NTI provides clients with overlay services that include currency hedging, cash equitization, and beta management. These strategies may employ foreign exchange forwards, futures, and exchange-traded funds. Index Services: NTI constructs indexes that certain of its advised exchange-traded funds or other clients use as benchmarks. NTI may also create indexes for unaffiliated clients. Transition Management Services: NTI provides transition management services to assist clients in restructuring or reallocating their assets. Assets Under Management As of December 31, 2024, NTI managed $1,114,770,223,733 in regulatory assets under management on a discretionary basis. 1BItem 5: Fees and Compensation Fee Schedule NTI is compensated for investment advisory services provided to clients. Generally, all fees may be negotiable and are: 1) based on assets under management or assets under advisement; 2) fixed; or 3) performance based. The following table shows the fee ranges categorized by asset or service type: 6 NTAC:3NS-20  FORM ADV PART 2A Investment Advisory Services Fee Range per Annum Separately Managed Accounts: Third-Party Strategies Quantitative Equity Passive Equity Fixed Income Cash Management Multi-Asset Class Up to 1.00% Up to 0.65% Up to 0.30% Up to 0.45% Up to 0.12% Up to 0.50% Model Portfolios Services: Model Delivery Model Implementation of Third-Party Strategies Up to 0.30% Up to 0.70% Investment Pools: Quantitative Equity Passive Equity Fixed Income Cash Management Multi-Asset Class Active Equity Real Assets Up to 0.53% Up to 0.40% Up to 0.99% Up to 0.33% Up to 0.60% Up to 1.25% Up to 0.90% Multi-Manager Services Negotiated Alternatives Advisory Practice Negotiated OCIO Services Negotiated Transition Management Services Negotiated Investment Research and Advisory Services Negotiated Index Services Negotiated Overlay Services Negotiated Notwithstanding the fee ranges set forth above, NTI reserves the right to negotiate client investment advisory agreements with varying fees and minimums and maximums that may differ from the fees described herein. In addition to or as part of negotiations, fees may vary as a result of the particular circumstances of the client, the size and scope of the overall client relationship, 7 NTAC:3NS-20  FORM ADV PART 2A client customization of the investment guidelines, additional or differing levels of servicing, or as may be otherwise agreed with specific clients. Clients that negotiate fees with differing breakpoints may pay higher fees than the fees set forth herein as a result of fluctuations in the amount of the client’s assets under management and account performance. Fees are invoiced quarterly, monthly, or as otherwise stated in the client’s legal agreement with proration applied for any partial billing cycles. Values used to calculate fees will vary based on the client’s legal agreement, including but not limited to: prior period market values, period end market values, average daily market values, average month-end market values for the period. Institutional separately managed accounts (“SMAs”) utilizing a fund or Active Collateral Cash Management/Manager (“ACM”) with an embedded fee/rate to sweep cash daily, the market value of that fund or ACM will be excluded. Global institutional SMAs will include non-USD cash market values, barring any exceptions as noted in the client’s legal agreement. Cash flows occurring within a billing cycle will incur prorated fees in accordance with the client’s legal agreement. Any exceptions or custom fee billing calculations will be actioned in accordance with the client’s legal agreement. Upon termination of a client account, NTI promptly refunds unearned fees to the client and any earned but unpaid fees are due and payable. Investment advisory services may include holdings in proprietary and non-proprietary investment pools, which have their own fees and expenses in addition to NTI’s investment advisory fee. In certain instances where not prohibited, NTI would receive both an investment advisory fee and a proprietary pooled investment management fee. Clients should review the investment advisory agreement and fund governing documents for further information regarding fees. The prospectus, offering or governing document, or fee agreement of the NTI investment pools sets forth the applicable fees and expenses. In addition to NTI’s advisory fee, clients generally will incur other fees and expenses, including, but not limited to, custodian, brokerage and other transaction costs. When aggregating trading orders, aggregate trading fees and expenses will be incurred by multiple client accounts and funds. NTI allocates aggregate costs among applicable client accounts (and, in certain cases, among NTI and applicable client accounts and funds) in accordance with allocation policies and procedures, which are designed to allocate expenses in a reasonable and consistent manner over time among such advisory clients. Under its current allocation policies, NTI generally allocates the expense among the client accounts and funds on a pro rata basis and will allocate a minimum expense amount to each client account. Under certain circumstances, NTI may deviate from pro rata allocation if it deems another method more appropriate, such as for FX orders where participating clients do not have the same approved counterparty list. Nonetheless, the portion of an aggregate expense that NTI allocates to a client account or a fund may not reflect the relative benefit derived by the relevant client account or fund in each instance. Payment Methods Separately Managed Accounts Fees for separately managed account investment advisory services are typically charged as a percentage of the client’s assets under management and are calculated based on average daily, month-end or quarter-end net assets. Fees typically include accrued income and are charged to the client’s account on a monthly or quarterly basis in arrears. Fees are typically based on the 8 NTAC:3NS-20  FORM ADV PART 2A valuation of assets provided by the client’s custodian. NTI also has accounts with fixed fees. The client may select whether to have the fees deducted automatically by the client’s custodian or billed directly to the client. The investment advisory agreement may also provide that the client may incur fees and expenses in addition to NTI’s advisory fees, such as brokerage and other transaction costs and administrative and other expenses. Examples of other costs and expenses include markups, markdowns and other amounts included in the price of a security, odd-lot differentials, transfer fees and electronic fund fees. In addition to the investment advisory fees, clients may pay additional charges for services provided by NTI’s affiliates, such as custodian fees for the safekeeping and reporting of managed assets. The client should review their investment advisory agreement for further information on how NTI charges and collects fees. See Item 12 for additional information on Brokerage Practices. If allowed by investment guidelines, NTI may invest the client’s account in investment pools, including those advised by NTI or an NTI affiliate. These investment pools incur investment advisory fees and operational expenses such as transfer agent, custody, audit, tax, brokerage, administrative and other transactional costs and expenses. The client’s account will indirectly incur these fees and expenses as an investor in such investment pools and as a result, the client may bear higher expenses than if the client invested directly in the securities held by these investment pools. For client accounts subject to ERISA, the amount of any client account assets invested in affiliated registered open-ended investment companies is subtracted from the aggregate amount of client account assets from which the separate account fee is calculated. In cases where the client’s account is not subject to ERISA and/or where client account assets are invested in affiliated investment pools that are not registered open-ended investment companies, NTI may, subject to the client agreement and applicable law, calculate its separate account fee on the aggregate amount of the client’s assets. Investment Pools Advisory fees for investment pools (including Limited Partnerships) are typically charged as a percentage of assets held and managed in the investment pool. As noted above, investment pools may be subject to additional charges including, but not limited to, transfer agent, custody, audit, tax, brokerage, administrative, and other transaction costs and expenses. Fees and expenses are disclosed in the investment pool governing documents and are not generally negotiable, though they may be waived or deferred at the discretion of the investment pool and/or NTI. Such waivers and deferrals will cause some clients or groups of clients to pay fees that are different from the fee schedules disclosed in the investment pool’s governing documents. Clients should review the investment pool’s governing documents for further information regarding fees and expenses. Clients investing in common or collective funds for which NTI serves as trustee typically sign an investment advisory or a trust agreement with NTI. Common and collective fund investment management fees may be collected at the fund level, as a percentage of the fund’s average daily net assets or invoiced directly to the investor. The common and collective fund fees include an administrative fee that is collected from the fund for custody and administration services provided to the common and collective funds by TNTC and affiliates. A description of the calculation and payment of fees payable is set forth in the applicable prospectus, offering or governing document or fee agreement for the relevant investment pool. Clients should refer to such documents for further information with respect to fees and expenses. 9 NTAC:3NS-20  FORM ADV PART 2A NTI provides investment advisory services as a sub-adviser to certain affiliated and unaffiliated registered investment pools. Generally, NTI receives a sub-advisory fee based on assets under management paid monthly in arrears. Clients should refer to their investment sub-advisory agreement for further information with respect to fees and expenses. Multi-Manager Services Fees for Multi-Manager Strategy Services are determined by the asset class and the level of customization that a client may require and typically are charged as a percentage of assets under management or advisement. Fees may also be charged as a fixed rate or performance based. Clients may choose to be billed in advance or in arrears as set forth in the client’s investment advisory agreement or investment management agreement. NTI will generally bill clients on a monthly or quarterly basis. Performance-based fees are billed quarterly or annually, and fixed fees are generally billed quarterly at a flat rate. The client may choose whether to have fees automatically deducted by their custodian from the assets in the account or billed directly. In addition to the NTI advisory fee, clients may also incur embedded investment pool fees and expenses. Clients may incur fees and expenses in addition to the advisory fees such as brokerage and other transaction costs, administrative, and other expenses. Clients may also pay additional charges for services provided by NTI’s affiliates, such as custodian fees for the safekeeping and reporting of managed assets. The client should review their investment advisory or investment management agreement for further information on how NTI charges and collects its fees. Outsourced Chief Investment Officer (“OCIO”) Services Fees for OCIO Services are determined by the asset class and the level of customization that a client may require and typically are charged as a percentage of assets under management or advisement. Fees may also be charged as a fixed rate Clients may choose to be billed in advance or in arrears as set forth in the client’s investment advisory agreement or investment management agreement. NTI will generally bill clients on a monthly or quarterly basis. The client may choose whether to have fees automatically deducted by their custodian from the assets in the account or billed directly. In addition to the NTI advisory fee, clients may also incur embedded investment pool fees and expenses as set forth in the investment pools’ governing and disclosure documents. Clients may incur fees and expenses in addition to the advisory fees such as brokerage and other transaction costs, administrative and other expenses. Clients may also pay additional charges for services provided by NTI’s affiliates, such as custodian fees for the safekeeping and reporting of managed assets. The client should review their investment advisory or investment management agreement for further information on how NTI charges and collects its fees. Alternatives Advisory Practice Fees for Alternatives Advisory Practice are determined by the specific investments or asset classes and are typically charged as a percentage of assets under management or advisement. Clients may choose to be billed in advance or in arrears as set forth in the client’s investment advisory agreement or investment management agreement. NTI will generally bill clients on a monthly or quarterly basis. The client may choose whether to have fees automatically deducted by their custodian from the assets in the account or billed directly. In addition to the NTI advisory fee, clients may also incur embedded investment pool fees and expenses as set forth in the investment pools’ governing and disclosure documents. Clients may incur fees and expenses in addition to the advisory fees such as transaction costs, administrative and other expenses. Clients may also pay additional charges for services provided by NTI’s affiliates, such as custodian fees for the safekeeping and reporting of managed assets. The client should review their investment 10 NTAC:3NS-20  FORM ADV PART 2A advisory or investment management agreement for further information on how NTI charges and collects its fees. Model Portfolio Services Fees for both Model Delivery and Model Implementation are generally charged as a percentage of the assets under management or advisement. NTI’s fee is determined by the asset class and services the client has requested. Fees are generally billed quarterly in arrears. Multi-Asset Class Separately Managed Accounts and Model Delivery: Certain multi asset class strategies will be allocated up to 100% among NTI proprietary mutual funds and exchange traded funds for which NTI receives an investment management fee. Where invested in proprietary mutual funds, affiliates may receive administrative, custodial and transfer agency fees for such services. The client’s account will indirectly incur these fees and expenses as an investor in such proprietary mutual funds. The fees are in addition to any investment advisory fee charged by NTI. Where NTI acts as model provider in a wrap program, the program Sponsor pays NTI for its investment advisory services. Each Sponsor generally pays NTI on a quarterly basis, either in advance or arrears as agreed. Fees are negotiated directly with the Sponsor. A Sponsor typically charges its clients a single “wrapped” fee that is not based on transactions in the client's account. The single fee is typically inclusive of investment advisory, custody, trade execution and administrative services (performance, reporting, etc.). Investment Research and Advisory Services NTI generally provides its investment research and advisory services as a flat fee that may be billed quarterly in advance or annually. Overlay Services NTI may receive an asset-based fee, flat fee, or a fee based on notional value as of the last day of the billing cycle. The fees are generally billed monthly or quarterly in arrears. Index Services NTI does not receive a licensing fee from its affiliated exchange-traded funds for the provision of index services. NTI may receive a licensing fee based upon a percentage of the assets from client accounts. Transition Management Services Transition management fees are generally negotiated on a case-by-case basis as a transaction- based brokerage commission. Other Fees and Compensation NTI’s indirect parent company, Northern Trust Corporation, is a global financial organization that provides a comprehensive array of financial services through its various affiliates, including, but not limited to, investment advisory, trust, custody, administration, transition management, 11 NTAC:3NS-20  FORM ADV PART 2A brokerage, banking and securities lending. Such affiliates are compensated for acting as a service provider to certain NTI client accounts. BItem 6: Performance-Based Fees and Side-by-Side Management NTI may enter into performance-based fee arrangements with clients on occasion. Generally, these fees are based on a share of capital gains or on capital appreciation of the client’s assets during a designated period. Certain unaffiliated investment advisers may enter into incentive fee arrangements that provide for an asset-based management fee, based on the market value of the account at specified periods, plus a performance fee based on the account’s return in excess of a specified benchmark. NTI’s portfolio managers are often responsible for managing one or more client accounts, including separate accounts and investment pools. Some portfolio managers are dual officers of one or more affiliates and undertake investment advisory duties for the affiliates. A portfolio manager may manage various client accounts that may have materially higher or lower fee arrangements. The side-by-side management of these accounts raises potential conflicts of interest relating to cross-trading, the allocation of investment opportunities, and the aggregation and allocation of trades. In addition, due to varying investment restrictions among accounts, certain investments could be made for some accounts and not others, or conflicting investment positions could be taken among accounts. The portfolio managers have a fiduciary responsibility to manage all client accounts in a fair and equitable manner. NTI takes reasonable steps to obtain the best qualitative execution of securities transactions. NTI has a fiduciary duty to treat its clients fairly, and no account may be given preferential treatment in connection with an investment opportunity when aggregating and allocating securities transactions. NTI has a financial incentive to favor accounts with performance-based fees because there is an opportunity to earn greater fees on such accounts compared to accounts without performance- based fees. As a result, NTI has an incentive to direct its best investment ideas to allocate or sequence trades in favor of the account that pays a performance fee. For accounts with performance-based fees, NTI also has an incentive to recommend investments that may be riskier or more speculative than those that it would recommend under a different fee arrangement. If appropriate and consistent with the client’s investment objectives and applicable law, NTI may invest client accounts or recommend to clients investment pools in which it or an affiliate provides services for a fee. NTI has an incentive to allocate investments to affiliated investment pools in order to generate additional fees for NTI or its affiliates. In addition, NTI could direct its best investment ideas to these investment products or investment pools to the potential disadvantage of separately managed accounts. When NTI manages accounts on behalf of affiliates, NTI has an incentive to favor affiliates’ accounts, including when an affiliate provides initial funding for a new fund or account (“seeded accounts”). NTI has an incentive when managing seeded accounts at the same time as similar funds or accounts to favor the seeded account to benefit NTI’s affiliate and establish a better track record for the new product. 12 NTAC:3NS-20  FORM ADV PART 2A NTI’s portfolio managers and other investment professionals may invest in investment vehicles NTI manages and have an incentive to favor those investment vehicles in which they are personally invested. To mitigate actual and potential conflicts of interest, NTI has developed allocation policies, procedures and controls designed to ensure equitable allocation of investment opportunities over time, including regular review of similarly situated accounts to identify performance outliers. Certain investment opportunities, particularly in private funds, will have limited capacity for new or subsequent investments. NTI’s allocation policies set forth how NTI allocates investment opportunities and redemptions equitably and fairly among clients. NTI’s Alternatives Advisory Practice will generally allocate investments in private funds and alternative assets with limited capacity using a round robin method according to its allocation policy. As NTI becomes aware of additional potential or actual conflicts of interest, they will be reviewed on a case-by-case basis. 3BItem 7: Types of Clients NTI provides investment advisory services to institutions and individuals, including high net worth individuals, pension and employee benefit plans, trusts, corporate and public retirement funds, foundations, endowments, insurance companies, sovereign wealth funds, pooled investment vehicles, investment companies, corporations, financial intermediaries (including but not limited to registered investment advisers, trust bank companies, and wrap fee programs), state and municipal government entities, and bank common and collective funds. NTI also provides investment advisory services to affiliates. Minimum account size requirements vary based on the type of client, asset class, and investment strategy. Minimum account requirements may be waived at the discretion of NTI. 4BItem 8: Methods of Analysis, Investment Strategies and Risk of Loss Methods of Analysis NTI employs a variety of security analysis methods in providing investment advisory services including, but not limited to, qualitative, fundamental and quantitative analysis. NTI relies on a variety of sources of information, such as financial publications, internal and external research, company visits, public filings and information from rating services. Investment Strategies NTI may offer additional strategies or variations of the primary investment strategies described below. Each strategy is managed by a team comprised of portfolio managers and investment 13 NTAC:3NS-20  FORM ADV PART 2A analysts. Clients should rely on the governing documents for the investment strategies that are specific to investments pools. Clients are also urged to consult with their counsel and financial, tax and legal advisers for information pertinent to the type of investment pool. Generally, the strategies utilize the following types of investments: Stocks (common, preferred and convertible) Registered Investment Companies Investment Pools Exchange-Traded Funds Futures Forwards Depository Receipts Real Estate Investment Trusts Government Obligations Debt Securities Asset-Backed Securities Mortgage-Backed Securities Commercial Mortgage-Backed Securities Master Limited Partnerships Bank Loans Bonds Money Market Instruments Reverse Repurchase Agreements Non-U.S. Issuer Securities Warrants Inflation-Linked Securities Over-the-Counter Securities Rule 144A Securities Reg S Securities Derivatives Options Contracts Commercial Paper Certificates of Deposits Alternative Assets Participation Notes NTI may invest in other instruments or securities when consistent with client guidelines and objectives. Equity Strategies NTI teams use a variety of equity strategies, including: Quantitative Active: Quantitative investment strategies seek to outperform a benchmark by exploiting market anomalies and behavioral biases using proprietary, quantitative models and processes to select securities, construct portfolios, manage risk and deliver targeted outcomes. The investment teams conduct research on quality, size, value, momentum, low volatility and dividend yield. Strategies are then developed to target exposure to these risk factors with a focus on avoiding unintended risks and sector biases. Strategies can incorporate sustainable investing and tax-efficient (tax-advantaged) principles to further tailor investment outcomes and include exposure to U.S., developed ex-US, and emerging markets. Fundamental Active Equity: Fundamental analyses as well as proprietary and vended applications are used in the construction and ongoing management of accounts and/or model portfolios. NTI equity research analysts also provide insight on individual stocks, macroeconomic environment and proprietary external research. Passive Equity: Proprietary and vended applications are used to assist in the construction and ongoing management of the passive equity strategies. NTI portfolio managers utilize an in-depth understanding of the construction rules for indexes and practical experience in the implications of index rule changes. These strategies are focused on efficient exposure, management of risk and transaction costs. Fixed Income & Liquidity Strategies 14 NTAC:3NS-20  FORM ADV PART 2A The fixed income teams that consist of research analysts and portfolio managers utilize several strategies to manage fixed income including: Active Fixed Income & Liquidity: Active fixed income incorporates both a top-down macro- economic view along with a bottom-up fundamental outlook. NTI’s macro fixed income strategy committees generate proprietary environmental forecasts on key global metrics that guide the formulation of its active investment policy. The team of fixed income professionals reconciles these top-down macro views with bottom-up market inputs to develop tactical investment strategies. Risk/reward relationships are continuously monitored across sectors and issuers to identify attractive investment opportunities. The approach uses cash management, ultra-short, short duration, and intermediate duration securities, as well as tax-exempt, international and high- yield securities. Passive Fixed Income: Passive fixed income provides a diversified portfolio through stratified sampling with risk and return characteristics of the underlying benchmark. Because of the large size and diverse underlying holdings of the various fixed income indexes, the team employs a sampling strategy to construct portfolios. The sampling process requires managing over-weights and under-weights of index members. Based on similar features of various constituents of the index, NTI strives to build the optimal account to replicate the benchmark while taking into account liquidity and the cost of trading. Asset Allocation Strategies Multi-Manager Strategies NTI researches unaffiliated investment advisers and their respective security analysis methods across different investment classes and styles. NTI’s qualitative due diligence is complemented with a quantitative analysis of the advisers’ past performance and portfolios. NTI seeks to maintain updated information on unaffiliated investment advisers and investment pools through routine compliance, operational and research due diligence efforts. NTI looks for investment advisers with a consistent investment style who manage the strategies in compliance with stated objectives and are performing competitively versus peers and market benchmarks. The investment advisers may not always be among the top performing in their respective asset classes, but NTI seeks to select those that will over time deliver competitive performance versus both peers and market benchmarks. Each investment adviser has discretion to purchase and sell securities for their portion of an assigned portfolio within agreed-upon investment guidelines. Third-Party Strategies (Model Implementation) The list of unaffiliated investment strategies offered through model implementation services is at the discretion of NTI. The same research used under our Multi-Manager Strategies is applied in selecting unaffiliated investment strategies that are offered by means of model implementation to high net worth clients and financial intermediaries. Multi-Asset Strategies NTI also offers discretionary and non-discretionary multi-asset class solutions that use active, passive and quantitative strategies, as well as strategic and tactical allocation. The strategies may use individual securities as well as investment pools. The investment advisory services within these strategies are provided by both affiliated and unaffiliated investment advisers. In some solutions, clients have ultimate responsibility for selection of asset classes and asset allocation 15 NTAC:3NS-20  FORM ADV PART 2A weighting supported by NTI’s analysis of asset allocation strategy alternatives. Other solutions are offered on a fully discretionary basis in which NTI may select the asset classes and asset allocation weighting for a range of objectives. The asset allocation decisions are driven by various investment committees within NTI. Clients have ultimate responsibility for the selection of the investment objective. Other Strategies Sustainable Investing Strategies NTI offers a variety of sustainable investing strategies that incorporate analysis of material environmental, social and governance risks and opportunities. Strategies can incorporate values and norms based exclusionary screens, “best in class” tilts, and integration approaches designed to achieve financial and sustainable investing goals. These approaches may be used singularly or in combination. NTI may engage and rely on third-party research vendors to provide sustainable investing data for companies. Alternative Asset Strategies NTI assists clients in investing in alternative assets, including co-investments and hedge funds, private equity funds, private credit funds, and real estate funds. NTI reviews and invests clients in or recommends that clients invest in funds managed by affiliated and unaffiliated advisers. In addition, NTI may monitor or review a client’s existing investments in private funds or co- investments and assist clients with defining the goals and objectives of a specific asset allocation, provide specific market insight and data, assist in sourcing investment opportunities, advise on any follow-on commitments or dispositions of existing private fund investments, and provide general guidance on selection, execution, and exit of a specific asset class allocation. Overlay Services Strategies NTI applies quantitative analysis methodologies in creating overlay investment strategies. NTI relies on proprietary and vended applications to construct and manage client accounts. The available overlay strategies include a range of cash equitization, synthetic beta management, and currency hedging. Transition Management Strategies NTI assists clients who are implementing asset allocation decisions, such as liquidations or changes in advisers, benchmarks or mandates. The transition management team assesses these events, and overall risks and implements strategies based upon client direction. In providing these services NTI utilizes Northern Trust Securities, Inc. (“NTSI”) and Northern Trust Securities LLP (“NTS”), its affiliated broker-dealers, subject to compliance with applicable regulations. NTS may also utilize its affiliate Northern Trust Securities Australia Pty Ltd. (“NTSA”) via its inter-firm agreements to conduct transition management. Material Risks Investing in securities involves risk of loss that clients should be prepared to bear. All investments include inherent risks of loss of principal. NTI does not guarantee to clients rates of return on investments for any period. All clients assume the risk that investment returns may be negative 16 NTAC:3NS-20  FORM ADV PART 2A or below the rates of return of other investment advisers, market indexes or investment products. Clients may experience a loss of value in their investments. Past performance does not guarantee future results and there is no guarantee that the client’s investment objectives will be achieved. The list of risk factors below is not a complete enumeration or explanation of the risks involved in client accounts managed by NTI or the securities in those accounts. While NTI seeks to manage accounts so that risks are appropriate to the strategy, it is not possible to fully mitigate all risks. Clients who are invested in investment pools should also refer to the risk factors section in the respective governing documents and reports, where applicable, for a more detailed discussion of the risks involving investment pools. General and Strategy Specific Risks Asset Allocation Risk: NTI’s ability to achieve an investment goal may depend upon its skill in determining a portfolio’s asset allocation mix and/or selecting sub-advisers. There is the possibility that NTI’s evaluations and assumptions regarding asset classes and the selected sub-advisers will not be successful in view of actual market trends. The asset allocation of investment assets among the various asset classes and market segments, including selection of sub-advisers, may not perform as expected. Investments in any asset class may be concentrated, which may cause the client account to be subject to greater volatility and risk than a more diversified investment strategy. Asset classes in which the strategy seeks investment exposure can perform differently than each other at any given time so the strategy will then be affected by its allocation among the various asset classes. If the investment strategy favors exposure to an asset class during a period when that class underperforms, performance may be hurt. Asset-Backed/Mortgage-Backed Securities Risk: Asset-backed and mortgage-backed securities are subject to credit (or default), interest rate/maturity, prepayment (or call), extension, valuation and liquidity risks. The value of these securities also may change because of actual or perceived changes in the creditworthiness of the originator, the service agent, the financial institution providing the credit support or the counterparty. Unlike mortgage-backed securities issued or guaranteed by agencies of the U.S. government or government-sponsored enterprises, mortgage-backed securities issued by private issuers do not have a government or government- sponsored enterprise guarantee (but may have other credit enhancement), and may, and frequently do, have less favorable collateral, credit risk or other underwriting characteristics. Credit supports, if any, generally apply only to a fraction of a security’s value and may be inadequate to protect investors in the event of a default. When interest rates decline, the value of an asset-backed or mortgage-backed security with prepayment features may not increase as much as that of other fixed-income securities. In addition, non-mortgage asset-backed securities involve certain risks not presented by mortgage-backed securities. Primarily, these securities do not have the benefit of the same security interest in the underlying collateral. Credit card receivables generally are unsecured, and the debtors are entitled to the protection of a number of state and federal consumer credit laws. Automobile receivables are subject to the risk that the trustee for the holders of the automobile receivables may not have an effective security interest in all the obligations backing the receivables. If the issuer of the security has no security interest in the related collateral, there is the risk that an investment could lose money if the issuer defaults. Collateralized bond obligations (CBOs) and collateralized loan obligations (CLOs) are generally offered in tranches that vary in risk and yield. Both CBOs and CLOs can experience substantial losses due to actual defaults of the underlying collateral, increased sensitivity to defaults due to collateral default and disappearance of junior tranches that protect the more senior tranches, market anticipation of defaults and aversion to CBO or CLO securities as a class. A future economic downturn could increase the risk that such assets underlying asset-backed securities purchased will also suffer greater levels of default than were historically experienced. Investments 17 NTAC:3NS-20  FORM ADV PART 2A in mortgage-backed securities comprised of subprime mortgages and investments in other asset- backed securities of underperforming assets may be subject to a higher degree of credit risk, valuation risk, and liquidity risk. Artificial Intelligence Risk: The use and development of artificial intelligence (AI) technologies is rapidly increasing and may pose additional risks for NTI services and products. AI technologies are highly reliant on the collection and analysis of large amounts of data and complex algorithms, and it is possible that the information generated from AI technologies could be incomplete, inaccurate or biased, which could lead to adverse effects for the products or service providers using such technology. Because of these challenges, the use of AI could result in reputational harm, legal liability, adverse effects on business operations and/or operational errors, and investment losses, all of which could impact NTI, NTI clients, or investments. In addition, the increasing development and use of AI technologies could impact the market as a whole, including through use by malicious actors for market manipulation, fraud, and cyberattack. AI technologies and their current and potential future applications, and the regulatory frameworks within which they operate, continue to rapidly evolve, and it is impossible to predict the full extent of future applications or regulations and the associated risks to a portfolio. NTI’s use of AI technologies, including machine learning, is governed by various oversight working groups and committees that include subject matter experts from technology, cybersecurity, privacy, operations, and other areas. Commodity Risk: Exposure to commodities may subject a portfolio to greater volatility than investing in traditional securities. The value of commodity-linked investments may be affected by overall market movements, index volatility or changes in interest rates. Certain strategies may have exposure to commodities. Commodity prices fluctuate for several reasons, including changes in market and economic conditions and outlook, the impact of weather on demand, the impact of interest rates and inflation on production and demand, levels of domestic production and imported commodities, energy conservation, domestic and foreign governmental regulation and taxation and the availability of local, intrastate, and interstate transportation systems. Volatility of commodity prices, which may lead to a reduction in production or supply, may also negatively impact the performance of companies in natural resources industries that are involved in the transportation processing, storing, distribution or marketing of commodities. Volatility of commodity prices may also make it more difficult for companies in natural resources industries to raise capital to the extent the market perceives that their performance may be directly or indirectly tied to commodity prices. Concentration Risk: When a strategy is concentrated in a particular industry or group of industries and/or with a limited number of fund sponsors, it may present more risks than a strategy that is broadly diversified over several industries or groups of industries or fund sponsors. Compared to the broad market, an individual industry may be more strongly affected by changes in the economic climate, broad market shifts, moves in a particular dominant stock or regulatory changes. Corporate Bond Risk: Corporate bonds are subject to the risk of the issuer’s inability to meet principal and interest payments on the obligation and may also be subject to price volatility due to such factors as interest rate sensitivity, market perception of the creditworthiness of the issuer and general market liquidity. When interest rates rise, the value of corporate debt can be expected to decline. Bonds with longer maturities tend to be more sensitive to interest rate movements than those with shorter maturities. 18 NTAC:3NS-20  FORM ADV PART 2A Counterparty Risk: Counterparty risk is the risk that the other party to the transaction will not perform its contractual obligations. A counterparty to a transaction may default or fail to meet certain terms of a transactions or the agreement. An account may have exposure to the credit risk of counterparties with which it deals in connection with the investment of its assets, whether engaged in exchange traded or off-exchange transactions or through brokers, dealers, custodians, and exchanges through which it engages. Country, Industry and Market Sector Risk: An investment strategy may result in significantly over or under exposure to certain country, industry or market sectors, which may cause an account’s performance to be more or less sensitive to developments affecting those countries, industries or sectors. Credit (or Default) Risk: An issuer or guarantor of a fixed income security, or a counterparty to a to-be-announced transaction, repurchase or other transaction, may be unwilling or unable to meet its payment or other financial obligations, adversely affecting the investment’s liquidity, value, and returns. The credit quality of a debt security or of the issuer of a debt security held could deteriorate rapidly, which may impair the investment’s liquidity or cause a deterioration in investment value. NTI could also be delayed or hindered in its enforcement of rights against an issuer, guarantor or counterparty. The degree of credit risk depends on the issuer’s or counterparty’s financial condition and on the terms of the securities. Credit Investment Risk: Investments in the senior credit industry are subject to various industry- specific risks (including additional risks related to the various segments of the credit industry). Specifically, various segments of the credit industry are (or may become) highly regulated at both the federal and state levels in the United States (including as a result of the creation of the Consumer Financial Protection Bureau) and internationally and subject to frequent regulatory changes. A client that invests in credit portfolio funds that make investments in companies that comply with relevant laws and regulations are subject to the risk that certain aspects of the underlying companies’ operations may not have been subject to judicial or regulatory interpretation. An adverse review or determination by any one of such authorities, or an adverse change in the regulatory environment or requirements, could have a material adverse effect on the operations of the companies of the credit portfolio funds and therefore the funds. Currency Risk: To the extent an investment strategy has exposure to foreign currency or foreign-currency-traded investments, the performance of the account may be more or less sensitive to fluctuating foreign exchange rates. Unless the account has hedged its foreign currency exposure, foreign securities involve the risk of negative foreign currency rate fluctuations, which may cause the value of securities denominated in such foreign currency (or other instruments through which an investment has exposure to foreign currencies) to decline in value. Currency exchange rates may fluctuate significantly over short periods of time. Currency hedging strategies, if used, are not always successful. For instance, forward foreign currency exchange contracts, could reduce performance if there are unanticipated changes in currency exchange rates. Cybersecurity Risks: NTI and its service providers may experience disruptions that arise from breaches in cyber security, human error, processing and communications errors, counterparty or third-party errors, technology or systems failures, any of which may have an adverse impact on client accounts. Failures or breaches of the electronic systems of NTI, and its service providers, or the issuers of investment securities, have the ability to cause disruptions and negatively impact NTI’s business operations, potentially resulting in financial losses to client accounts. 19 NTAC:3NS-20  FORM ADV PART 2A With the increased use of the Internet and because information technology (“IT”) systems and digital data underlie most of NTI’s operations, client accounts and service providers and their vendors are exposed to the risk that their operations and data may be compromised as a result of internal and external cyber-failures, breaches or attacks (“Cyber Risk”). This could occur as a result of malicious or criminal cyber-attacks. Cyber-attacks include actions taken to: (i) steal or corrupt data maintained online or digitally, (ii) gain unauthorized access to or release confidential information, (iii) shut down a website through denial-of-service attacks or (iv) otherwise disrupt normal business operations. However, events arising from human error, faulty or inadequately implemented policies and procedures or other systems failures unrelated to any external cyber- threat may have effects similar to those caused by deliberate cyber-attacks. Information security risks for large financial institutions are significant in part because of the evolving proliferation of new technologies, the use of the internet, mobile devices, and cloud technologies to conduct financial transactions and the increased sophistication and activities of organized crime, hackers, terrorists and other external parties, including foreign state actors. NTI as a wholly owned subsidiary of TNTC, is included in TNTC’s cybersecurity program. If TNTC fails to continue to upgrade technology infrastructure to ensure effective cybersecurity relative to the type, size and complexity of operations, NTI could become more vulnerable to cyber-attack(s). The techniques used to obtain unauthorized access, disable or degrade service or sabotage systems change frequently and often are not recognized until launched against a target. As a result, NTI may be unable to anticipate these techniques or to implement adequate preventative measures. NTI and its clients have been, and expect to continue to be, subject to a wide variety of cyber-attacks and threats. An externally caused information security incident, such as a cyber- attack including a phishing scam, malware, or denial-of-service attack, or an internally caused incident, such as failure to control access to sensitive systems, could materially interrupt business operations or cause disclosure or modification of sensitive or confidential client or competitive information. NTI’s security measures may be breached due to the actions of outside parties, employee error, failure of controls with respect to granting access to systems, malfeasance or otherwise, and, as a result, an unauthorized party may obtain access to NTI’s or its clients’ proprietary and confidential information, resulting in the theft, loss, destruction, gathering, monitoring, or other misappropriation of this information. NTI could be the subject of legal claims or proceedings related to security incidents, including regulatory investigations and actions. Further, the market perception of the effectiveness of the security measures could be harmed, our reputation could suffer and NTI could lose clients in conjunction with security incidents, each of which could have a negative effect on the business, financial condition and results of operations. A breach of security may also adversely affect the ability to effect transactions, service clients, manage exposure to risk or expand the business. An event that results in the loss of information could conceivably require NTI to reconstruct lost data or reimburse clients for data and credit monitoring services, both costly endeavors that result in a negative impact on NTI’s business and reputation. Further, even if not directed at NTI, attacks on financial or other institutions important to the overall functioning of the financial system or on counterparties could affect, directly or indirectly, aspects of NTI’s business. Due to NTI’s interconnectivity with third-party vendors, advisers, central agents, exchanges, clearing houses and other financial institutions, NTI may be adversely affected if any of them are subject to a successful cyber-attack or other information security event, including those arising due to the use of mobile technology or a third-party cloud environment. NTI also routinely transmits and receives personal, confidential or proprietary information by email and other electronic means. NTI collaborates with clients and third parties to develop secure transmission capabilities and protect against cyber-attacks. 20 NTAC:3NS-20  FORM ADV PART 2A Cyber Risks are also present for issuers of securities or other instruments, which could result in material adverse consequences for such issuers and may cause an investment in such issuers to lose value. While NTI and its service providers may have established business continuity plans and risk management systems to prevent such cyber-attacks, there are inherent limitations in such plans and systems, including the possibility that certain risks have not been identified or that cyber- attacks may be highly sophisticated. Data Source Risk: NTI uses a variety of proprietary and non-proprietary data, including data provided by index providers, to evaluate securities and make investment decisions. If a data source is incorrect or unexpectedly becomes unavailable or unreliable, client accounts may be negatively affected. While NTI believes the third-party data sources it uses are reliable, NTI cannot not guarantee that the data received will be accurate or complete and is not responsible for errors by those sources. Debt Securities Risk: In general, a debt security represents a loan of money to the issuer by the purchaser of the security. A debt security typically has a fixed payment schedule that obligates the issuer to pay interest to the lender and to return the lender’s money over a certain time period. Debt securities are all generally subject to interest rate, credit, income and prepayment risks and, like all investments, are subject to liquidity and market risks to varying degrees depending upon the specific terms and type of security. NTI attempts to reduce credit and market risk through diversification and ongoing credit analysis of each issuer, as well as by monitoring economic developments, but there can be no assurance that it will be successful at doing so. Depositary Receipts Risk: Foreign securities may trade in the form of depositary receipts. In addition to investment risks associated with the underlying issuer, depositary receipts may expose a client account to additional risks associated with non-uniform terms that apply to depositary receipt programs, including credit exposure to the depository bank and to the sponsors and other parties with whom the depository bank establishes the programs, currency, political, economic, market risks and the risks of an illiquid market for depositary receipts. Depositary receipts are generally subject to the same risks as the foreign securities that they evidence or into which they may be converted. Depositary receipts may not track the price of the underlying foreign securities on which they are based, may have limited voting rights, and may have a distribution subject to a fee charged by the depository. As a result, equity shares of the underlying issuer may trade at a discount or premium to the market price of the depositary receipts. Some institutions issuing depositary receipts may not be sponsored by the issuer. Unsponsored programs generally expose investors to greater risks than sponsored programs and do not provide holders with many of the shareholder benefits that come from investing in a sponsored depositary receipt. Derivative Risk: Derivatives pose risks in addition to and greater than those associated with investing directly in securities, currencies and other instruments, may be illiquid or less liquid, more volatile, more difficult to value and may be leveraged so that small changes in the value of the underlying reference asset may produce disproportionate losses. Certain derivatives are also subject to counterparty risk, which is the risk that the other party to the transaction will not perform its contractual obligations. The use of derivatives is a highly specialized activity that involves investment techniques and risks different from those associated with investments in more traditional securities and instruments. Direct Private Equity Investments & Co-Investments: For certain clients, NTI has the authority to invest client assets in direct investments in private equity, or NTI may recommend that a client 21 NTAC:3NS-20  FORM ADV PART 2A invests in direct investments in private equity. Direct investments may include co-investments that a manager or sponsor of an underlying fund has made available to clients of NTI. Co-investment opportunities are generally investment opportunities in which a client invests alongside a private fund directly in a portfolio company or portfolio investment, generally at reduced fee levels. Potential advantages of co-investments include investing alongside managers with extensive sector experience, ability to control capital deployment in a particular investment, and investing in selective deal-flow at reduced fees. Direct investments are by nature subject to concentration risk, as well as issuer risk and the risks related to the underlying company’s industry, market, and geographic location. Distressed Securities Risk: Distressed Securities Risk is the substantial risk of investing in distressed securities that is in addition to the risks of investing in non-investment grade securities generally. NTI defines securities issued by companies whose financial condition is troubled or uncertain and that may be involved in bankruptcy proceedings, reorganizations or financial restructurings as “distressed securities.” Distressed securities are speculative and involve a substantial risk that principal will not be paid. In addition, investments in distressed securities will generally not receive interest payments on the distressed securities and may incur costs to protect its investment. These securities may present a substantial risk of default. An investment in distressed securities may incur additional expenses to the extent it is required to seek recovery upon a default in the payment of principal of or interest on its portfolio holdings. In any reorganization or liquidation proceeding relating to a portfolio company, a client account may lose its entire investment or may be required to accept cash or securities with a value less than its original investment. Distressed securities and any securities received in an exchange for such securities may be subject to restrictions on resale. Emerging Market Risk: Securities of issuers located or doing substantial business in emerging markets are generally subject to greater market volatility, political, social and economic instability, uncertain trading markets and more governmental limitations on foreign investments than more developed markets. In addition, companies operating in emerging markets may be subject to lower trading volumes and greater price volatility than companies in more developed markets. Emerging market economies may be based on only a few industries, may be highly vulnerable to changes in local and global trade conditions, and may suffer from extreme and volatile debt burdens or inflation rates. Companies in emerging market countries generally may be subject to less stringent regulatory, disclosure, financial reporting, accounting, auditing and recordkeeping standards than companies in more developed countries. As a result, information, including financial information, about such companies may be less available and reliable, which can impede the ability to evaluate such companies. Securities law and the enforcement of systems of taxation in many emerging market countries may change quickly and unpredictably, and the ability to bring and enforce actions (including bankruptcy, confiscatory taxation, expropriation, nationalization of a company’s assets, restrictions on foreign ownership of local companies, restrictions on withdrawing assets from the country, protectionist measures and practices such as share blocking), or to obtain information needed to pursue or enforce such actions, may be limited. Changes in tax laws and procedures may permit retroactive taxation of accounts invested in emerging markets. Investments in emerging market securities may be subject to additional transaction costs, delays in settlement procedures, unexpected market closures, and lack of timely information. Equity Securities Risk: Investments in equity securities are subject to fluctuations in the stock market, which has periods of increasing and decreasing values. The values of equity securities may be more volatile and underperform other asset classes and the general securities markets. The value of equity is based on the success of the company’s business and the value of its assets, 22 NTAC:3NS-20  FORM ADV PART 2A as well as general market conditions, including changes in economic conditions, growth rates, profits, interest rates, and the market’s perception of the company’s securities. ESG Investment Risk: Securities following an ESG or sustainable investment strategy includes and excludes issuers and assigns weights to issuers by applying nonfinancial factors, which may underperform the broader equity market or other investment strategies that do or do not use ESG investment factors, scores, or screens in their securities selection process, or use a different ESG methodology screen. An ESG or sustainable investment strategy will affect the exposure to certain companies and sectors and may adversely affect performance depending on whether such companies and sectors are in or out of favor. Although ESG and sustainable investment strategies are designed to measure a portfolio of companies with certain ESG or sustainable characteristics, as applicable, there is no assurance that every security in a client account will have ESG or sustainable investing characteristics or that companies that have historically exhibited such characteristics will continue to exhibit such characteristics. There is also the risk that the client account may have indirect exposure to companies that have been initially excluded through its use of certain derivative instruments. Currently, there is a lack of common industry standards relating to the development and application of ESG criteria, which may make it difficult to compare NTI’s ESG principal investment strategies with the investment strategies of other investment advisers that integrate certain ESG criteria. The subjective value that investors may assign to certain types of ESG or sustainable characteristics may differ substantially from that of the assessment by NTI or a data provider. Investors can differ in their views of what constitutes positive or negative ESG or sustainable characteristics. As a result, an investment strategy may invest in companies that do not reflect the beliefs and values of any particular investor. A company included in an ESG or sustainable investment strategy may not exhibit positive or favorable ESG or sustainable characteristics. The companies selected by the investment strategy as demonstrating certain ESG or sustainable characteristics may not be the same companies selected by other investment managers as exhibiting those characteristics. NTI relies on various sources of information regarding an issuer, including information that may be based on assumptions and estimates. ESG information from third-party data providers may be incomplete, inaccurate or unavailable. NTI cannot offer assurances that an ESG methodology or sources of information will provide an accurate assessment of the issuers of the securities included in the investment strategy. NTI uses third-party data that it believes to be reliable, but it does not guarantee the accuracy of such third-party data. Data can vary across providers or within industries. ESG standards differ by region and industry, and a company’s ESG practices or NTI’s or data providers’ assessment of a company’s ESG practices may change over time. Regulatory changes or interpretations regarding the definitions and/or use of ESG criteria could have a material adverse effect on the ability to invest in accordance with ESG investment policies and/or achieve ESG investment objectives. Exchange-Traded Fund (ETF) Risk: Investments in ETFs are subject to the following additional risks: (1) an ETF’s shares may trade above or below its net asset value; (2) an active trading market for the ETF’s shares may not develop or be maintained; and (3) trading an ETF’s shares may be halted by the listing exchange. An ETF faces market trading risk because its shares are listed on a securities exchange, including the potential lack of an active market for the ETF’s shares, losses from trading in secondary markets, periods of high volatility and disruption in the creation/redemption process of the ETF. Any of these factors may lead to the ETF’s shares trading at a premium or discount to NAV. Trading in an ETF’s shares may be halted due to market conditions or for reasons that, in the view of its listing exchange, make trading in the shares 23 NTAC:3NS-20  FORM ADV PART 2A inadvisable. The market prices of an ETF’s shares will generally fluctuate in accordance with changes in its NAV, changes in the relative supply of, and demand for, fund shares, and changes in the liquidity, or the perceived liquidity, of the ETF’s holdings. The market for certain securities in which an ETF invests may become illiquid under adverse market conditions or economic conditions independent of any specific adverse changes in the conditions of a particular issuer. In adverse market conditions, the ETF’s market price may begin to reflect illiquidity or pricing uncertainty of the ETF’s portfolio securities, which could lead to the ETF’s shares trading at a price that is higher or lower than the ETF’s NAV. At times such differences may be significant. An indexed ETF may not be able to replicate exactly the performance of the underlying index it tracks because the total return generated by the securities will be reduced by transaction costs incurred in adjusting the actual balance of the securities. In addition, an indexed ETF may incur expenses not incurred by its underlying index. Certain securities comprising the underlying index may, from time to time, temporarily be unavailable, which may further impede the ETF’s ability to track its index or match its performance. An indexed ETF may invest in securities included in, or representative of, its underlying index regardless of their investment merit or market conditions. Financial Sector Risk: Companies in the U.S. and non-U.S. financials sector of the economy, including those in the banking industry, are often subject to extensive governmental regulation and intervention, which may adversely affect the scope of their activities, the prices they can charge and the amount of capital they must maintain. Governmental regulation may change frequently and may have significant adverse consequences for companies in the financial sector, including effects not intended by such regulation. The impact of recent or future regulation on any individual financial company, the banking industry or on the sector as a whole cannot be predicted. Certain risks may impact the value of investments in the financial sector more severely than those of investments outside this sector, including the risks associated with companies that operate with substantial financial leverage. Companies in the financial sector may also be adversely affected by increases in interest rates and loan losses, decreases in the availability of money or asset valuations, credit rating downgrades and adverse conditions in other related markets. Insurance companies, in particular, may be subject to severe price competition and/or rate regulation, which may have an adverse impact on their profitability. In the recent past, deterioration of the credit markets impacted a broad range of mortgage, asset backed, auction rate, sovereign debt and other markets, including U.S. and non-U.S. credit and interbank money markets, thereby affecting a wide range of financial institutions and markets. A number of large financial institutions have failed, have merged with stronger institutions or have had significant government infusions of capital. Instability in the financial markets has caused certain financial companies to incur large losses. Some financial companies experienced declines in the valuations of their assets, took actions to raise capital (such as the issuance of debt or equity securities), or even ceased operations. Some financial companies borrowed significant amounts of capital from government sources and may face future government-imposed restrictions on their businesses or increased government intervention. Those actions caused the securities of many financial companies to decline in value. The financial sector is particularly sensitive to fluctuations in interest rates. Foreign Securities Risk: Investing in foreign (non-U.S.) securities may result in the investment experiencing more rapid and extreme changes in value than an investment exclusively in securities of U.S. companies. This may be due to less liquid markets and adverse economic, financial and regulatory factors. Foreign political, diplomatic, currency exchange rate, governments may impose limitations on foreigners’ ownership of interests in local issuers, restrictions on the ability to repatriate assets, and may also impose taxes. Any of these events 24 NTAC:3NS-20  FORM ADV PART 2A could cause the value of the investment to decline. Foreign banks, agents and securities depositories that hold foreign assets may be subject to little or no regulatory oversight over, or independent evaluation, of their operations. Additional costs associated with investments in foreign securities may include higher custodial fees than those applicable to domestic custodial arrangements and transaction costs of foreign currency conversions. Unless a client account has hedged its foreign currency exposure, foreign securities risk also involves the risk of negative foreign currency rate fluctuations, which may cause the value of securities denominated in such foreign currency (or other instruments through which an investment has exposure to foreign currencies) to decline in value. Currency exchange rates may fluctuate significantly over short periods of time. Currency hedging strategies, if used, are not always successful. For instance, forward foreign currency exchange contracts, if used could reduce performance if there are unanticipated changes in currency exchange rates. To the extent that the investment assets are concentrated in a single country or geographic region, the investments will be subject to the risks associated with that particular country or region. Forward Foreign Currency Contracts Risk: is the risk that, if forward prices increase, a loss will occur to the extent that the agreed upon purchase price of the currency exceeds the price of the currency that was agreed to be sold. Forward Trading Risk: Certain investment strategies may directly or indirectly engage in forward trading. Forward contracts and options thereon, unlike futures contracts, are not traded on exchanges and are not standardized; rather, banks and dealers act as principals in these markets, negotiating each transaction on an individual basis. Forward and “cash” trading is substantially unregulated, there is no limitation on daily price movements and position limits are not applicable. The principals who deal in the forward markets are not required to continue to make markets in the currencies or commodities they trade, and these markets can experience periods of illiquidity, sometimes of significant duration. There have been periods during which certain participants in these markets have been unable to quote prices for certain currencies or commodities or have quoted prices with an unusually wide spread between the price at which they were prepared to buy and that at which they were prepared to sell. Futures Contracts Risk: The risk that there will be imperfect correlation between the change in market value of an investment portfolio’s securities and the price of futures contracts, which may result in the strategy not working as intended; the possible inability to sell or close out a futures contract at the desired time or price; losses due to unanticipated market movements, which potentially are unlimited; and the possible inability of the investment adviser to correctly predict the direction of securities’ prices, interest rates, currency exchange rates and other economic factors, which may make the performance of the investment strategy more volatile or increase the risk of loss. Growth Style Investing Risk: Growth stock prices reflect projections of future earnings or revenues, and can, therefore, fall dramatically if the company fails to meet those projections. Due to growth stocks’ relatively high valuations, they are typically more volatile than value stocks, particularly over the short term. Further, growth stocks may not pay dividends or may pay lower dividends than value stocks. This means they depend more on price changes for returns and may be more adversely affected in a down market compared to value stocks that pay higher dividends. Hedging Risk: The risk is the risk that the derivative instruments and other investments to hedge its risks will not be precisely correlated with the risks attendant in the investments being hedged. Hedges are sometimes subject to imperfect matching between the derivative and the underlying 25 NTAC:3NS-20  FORM ADV PART 2A security, and there can be no assurance that hedging transactions will be effective. The use of hedging may result in certain adverse tax consequences. High Portfolio Turnover Risk: The portfolio manager may actively and frequently trade securities in an account to carry out its principal strategies. A high portfolio turnover rate may result in increased transition costs and expenses, including brokerage commissions, dealer mark- ups and other transactions costs, which could reduce investment returns. High account turnover may also result in higher short-term capital gains taxable to investors. High Yield Securities Risk: High yield securities will be subject to greater credit risk, price volatility and risk of loss than if it invested primarily in investment grade securities, which can adversely impact investment return. High yield securities are considered highly speculative and are subject to increased risk of an issuer’s inability to make principal and interest payments. Issuers of lower-rated or high-yield debt securities (including loans) and unrated securities of similar credit quality (“high-yield debt instruments” or “junk bonds”) are not as strong financially as those issuing higher credit quality debt securities. These issuers are more likely to encounter financial difficulties because they may be more highly leveraged, or because of other considerations. In addition, high yield debt securities generally are more vulnerable to changes in the relevant economy, such as a recession or a sustained period of rising interest rates, which could affect their ability to make interest and principal payments when due. The prices of high- yield debt instruments generally fluctuate more than higher-quality securities. High-yield debt instruments are generally more illiquid (harder to sell) and harder to value. Less public information and independent credit analysis are typically available about high-yield debt securities, and therefore they may be subject to greater risk of default. Impact of Government Regulation, Reimbursement and Reform: Certain industry segments in which private markets strategies may invest are (or may become) (i) highly regulated at both the federal and state levels in the United States and internationally and (ii) subject to frequent regulatory change. Certain segments may be highly dependent upon various government (or private) reimbursement programs. While NTI intends to recommend underlying funds that NTI believes invest in companies that seek to comply with applicable laws and regulations, the laws and regulations relating to certain industries are complex, may be ambiguous or may lack clear judicial or regulatory interpretive guidance. An adverse review or determination by any applicable judicial or regulatory authority of any such law or regulation, or an adverse change in applicable regulatory requirements or reimbursement programs, could have a material adverse effect on the operations and/or financial performance of the companies in which a private markets strategy may invest. Index Risk: Passive or indexing strategies do not try to surpass the index returns they track and do not seek temporary defensive positions when markets decline or appear overvalued. Securities are bought and sold in response to changes in the index as well as in response to subscriptions and redemptions. The strategies seek to generally invest in substantially all of the securities in an index in approximately the same proportion as the index. In certain circumstances, however, the strategy may not hold every security in the index or in the same proportion as the index, such as to improve tax efficiency, reduce tracking error, or when it may not be practicable to fully implement a replication strategy. There is no assurance that an index provider will compile or compose the index accurately. The index provider does not generally provide any warranty or accept any liability in relation to the quality, accuracy, or completeness of an index or its related data. Errors related to the quality, accuracy, and completeness of the data used to create or compose an index may occur from time to time, and such errors may negatively or positively 26 NTAC:3NS-20  FORM ADV PART 2A impact a portfolio managed to an index strategy. NTI does not provide any warranty or guarantee against index providers’ errors. Furthermore, market disruptions, regulatory restrictions or other abnormal market conditions could have an adverse effect on the NTI’s ability to adjust the exposure to required levels in order to track the applicable index, or cause delays in the index provider’s rebalancing schedule. During any such delay, it is possible that the index, and, in turn, the strategy will deviate from the index’s stated methodology and therefore experience returns different than those that would have been achieved under a normal rebalancing or reconstitution schedule. Inflation-Protected Securities Risk: The value of inflation-indexed debt securities is subject to the effects of changes in real interest rates that may change as a result of different factors. In general, the value of an inflation-indexed security, including TIPS, tends to decrease when real interest rates increase and increase when real interest rates decrease. Interest payments on inflation-indexed securities will vary along with changes in the Consumer Price Index for All Urban Consumers (CPI-U) before seasonal adjustment (calculated by the Bureau of Labor Statistics). Thus generally, during periods of rising inflation, the value of inflation-indexed securities will tend to increase and during periods of deflation, their value will tend to decrease. There can be no assurance that the inflation index used (i.e., CPI-U) will accurately measure the price increase of a certain good or service. Increases in the principal value of TIPS due to inflation are considered taxable ordinary income for the amount of the increase in a calendar year. Inflation Risk: Inflation may increase or decrease in response to expected, real or perceived economic, political or financial events in the U.S. or global markets. The market price of debt securities generally falls as inflation increases because the purchasing power of the future income and repaid principal is expected to be worth less when received. Debt securities that pay a fixed rather than variable interest rate is especially vulnerable to inflation risk because variable-rate debt securities may be able to participate, over the long term, in rising interest rates which have historically corresponded with long-term inflationary trends. in the technology Information Technology Sector Risk: Investments in technology securities present special risk considerations. Technology companies may produce or use products or services that prove commercially unsuccessful, become obsolete or become adversely impacted by government regulation. Competitive pressures industry, both domestically and internationally, may affect negatively the financial condition of technology companies, and a substantial investment in technology securities may be subject to more volatile price movements than a more diversified securities portfolio. In certain instances, technology securities may experience significant price movements caused by disproportionate investor optimism or pessimism with little or no basis in fundamental economic conditions. Technology companies may have limited product lines, markets, financial resources or personnel. The products of technology companies may face obsolescence due to rapid technological developments, frequent and new product introduction, unpredictable changes in growth rates and competition for the services of qualified personnel. In addition to the foregoing risks, technology companies operating in the health sciences and healthcare sector may be subject to product liability litigation. As a result of these and other reasons, investments in the technology industry can experience sudden and rapid appreciation and depreciation. In addition, an investment strategy may make substantial investments in companies that develop or sell computer hardware or software and peripheral products, including computer components, which present additional risks. These companies are often dependent on the existence and health of other products or industries and face highly competitive pressures, product licensing, trademark 27 NTAC:3NS-20  FORM ADV PART 2A and patent uncertainties and rapid technological changes, which may have a significant effect on their financial condition. For example, an increasing number of companies and new product offerings can lead to price cuts and slower selling cycles, and many of these companies may be dependent on the success of a principal product, may rely on sole source providers and third- party manufacturers, and may experience difficulties in managing growth. Infrastructure-Related Companies Risk: Investments in infrastructure-related companies have greater exposure to the potential adverse economic, regulatory, political and other changes affecting such entities. Infrastructure-related companies are subject to a variety of factors that may adversely affect their business or operations including high interest costs in connection with capital construction programs, costs associated with compliance with and changes in environmental and other regulations, difficulty in raising capital in adequate amounts on reasonable terms in periods of high inflation and unsettled capital markets, the effects of surplus capacity, increased competition from other providers of services in a developing deregulatory environment, uncertainties concerning the availability of fuel at reasonable prices, the effects of energy conservation policies and other factors. Additionally, infrastructure-related companies may be subject to regulation by various governmental authorities and may also be affected by governmental regulation of rates charged to customers, government budgetary constraints, service interruption due to environmental, operational or other mishaps and the imposition of special tariffs and changes in tax laws, regulatory policies and accounting standards. Other factors that may affect the operations of infrastructure-related companies include innovations in technology that could render the way in which a company delivers a product or service obsolete, significant changes to the number of ultimate end-users of a company’s products, increased susceptibility to terrorist acts or political actions, risks of environmental damage due to a company’s operations or an accident, and general changes in market sentiment towards infrastructure and utilities assets. Interest Rate/Maturity Risk: Value of fixed income assets will decline because of rising interest rates. In general, securities with longer maturities or durations are more sensitive to interest rate changes. Changing interest rates, including rates that fall below zero, may have unpredictable effects on the markets and investments, may result in heightened market volatility, may impact the liquidity of fixed-income securities, and may detract from investment performance. A low or negative interest rate environment will impact investment performance and may result in a negative yield. An increase in interest rates may cause investors to move out of fixed incomes securities on a large scale, which could adversely affect the price of fixed income securities, lead to heightened volatility in the fixed-income markets and may adversely affect the liquidity of certain fixed-income investments. Investing in Funds Risk: Certain client accounts may invest in shares of funds as part of their core investment strategy or to gain exposure to certain asset classes. Funds are actively or passively managed portfolios that invest in a particular strategy, index, asset class or other objective defined by each fund for a management fee. Investing in funds generally carry the same risks as investing directly in the underlying assets but carry additional expenses in the form of management fees, distribution fees, brokerage expenses, shareholder service fees and/or other fees and expenses imposed or incurred by the funds, with a proportionate share borne by investors. Performance will be reduced by these costs and other expenses, which clients typically pay in addition to NTI’s advisory fees. Additionally, investments in ETFs may trade at a premium or discount to the ETF’s net asset value or an ETF may not replicate exactly the performance of the benchmark index it seeks to track. 28 NTAC:3NS-20  FORM ADV PART 2A Investment Pool Risk: Redemptions of investments in certain investments pools may be restricted since there is no liquid market. Additionally, investors may only redeem all or part of their investment in accordance with the governing documents of the investment pool. The performance of an account will also be impacted by the performance of an investment pool. Investment Style Risk: The risk that different investment styles (e.g., “growth”, “value” or “quantitative”) tend to shift in and out of favor, depending on market and economic conditions as well as investor sentiment. An investment strategy may outperform or underperform other investment strategies that invest in similar asset classes but employ a different investment style. An investment strategy may also employ a combination of styles that impacts its risk characteristics. Issuer Risk: The value of a security may decline for a number of reasons, which directly relates to the issuer, such as management performance, financial advantage and reduced demand for the issuer’s products or services. Limited Transferability of Private Fund Interests: There will be no public market for private fund interests, and none is expected to develop. There are substantial restrictions upon the transferability of private fund interests under the relevant governing documents and applicable securities laws. In general, withdrawals of private fund interests are not permitted. In addition, private fund interests are not redeemable. Liquidity Risk: Liquidity risk is the risk that certain portfolio securities may be less liquid than others, which may make them difficult or impossible to sell at the time and the price that NTI would like, adversely affecting the value of the investments and performance returns. Illiquid investments may be harder to value, especially in changing markets, and if NTI is forced to sell these investments to meet redemption requests or for other cash needs, client accounts may suffer a loss. Liquidity risk may result from the lack of an active market, reduced number and capacity of traditional market participants to make a market in fixed income securities, or a redemption request by a large shareholder (e.g., a seed investor), and may be magnified in a rising interest rate environment or other circumstances where investor redemptions from fixed income funds may be higher than normal, causing increased supply in the market due to selling activity. The market for certain investments may become illiquid under adverse market or economic conditions independent of any specific adverse changes in the conditions of a particular issuer. Loan Participation Risk: In connection with purchasing loan participations, an investor generally will have no right to enforce compliance by the borrower with the terms of the loan agreement relating to the loan, nor any rights of set-off against the borrower, and may not directly benefit from any collateral supporting the loan in which it has purchased the participation. As a result, an investor may assume the credit risk of both the borrower and the financial intermediary issuing the participation interest. Loans may not be considered securities, and the investor may therefore not have the protections afforded by U.S. federal securities laws with respect to such investments. Although loans in which an investor generally will be secured by specific collateral, there can be no assurance that liquidation of such collateral would satisfy the borrower’s obligation in the event of nonpayment of scheduled interest or principal. In addition, an investor may have difficulty disposing of its investments in loans. The secondary market, if any, for these loan participations is limited and any loan participations purchased by the investment normally will be regarded as illiquid. Loan Risk: The primary risk of an investment in loans is that borrowers may be unable to meet their interest and/or principal payment obligations. Loans may be unrated, less liquid and more 29 NTAC:3NS-20  FORM ADV PART 2A difficult to value than traditional debt securities. Loans may be made to finance highly leveraged corporate operations or acquisitions. The highly leveraged capital structure of the borrowers in such transactions may make such loans especially vulnerable to adverse changes in financial, economic or market conditions. Loans in which a borrower may invest may be either collateralized or uncollateralized and senior or subordinate. Investments in uncollateralized and/ or subordinate loans entail a greater risk of nonpayment than do investments in loans that hold a more senior position in the borrower’s capital structure and/or are secured with collateral. Loans generally are subject to restrictions on transfer, and only limited opportunities may exist to sell such loans in secondary markets. As a result, a borrower may be unable to sell loans at a desired time or price. Extended trade settlement periods for certain loans may result in cash not being immediately available upon sale of the loan. As a result, other investments may have to be sold with shorter settlement periods or engage in borrowing transactions to raise cash to meet obligations. Loans are also subject to the risk of price declines and to increases in prevailing interest rates, although floating rate loans are substantially less exposed to this risk than fixed-rate debt instruments. Management Risk: A strategy used by the investment advisory team may fail to produce the intended results. Market Risk: The risk that the value of investments may increase or decrease in response to expected, real or perceived economic, political, public health or financial events in the U.S. or global markets. The frequency and magnitude of such changes in value cannot be predicted. Certain securities and other investments may experience increased volatility, illiquidity, or other potentially adverse effects in response to changing market conditions, inflation, changes in interest rates, lack of liquidity in the bond or equity markets, or volatility in the equity markets. Market disruptions caused by local or regional events such as financial institution failures, war, acts of terrorism, the spread of infectious illness (including epidemics and pandemics) or other public health issues, recessions or other events or adverse investor sentiment could have a significant impact on investments. Master Limited Partnership (“MLP”) Risk: MLPs are limited partnerships whose ownership interests are publicly traded. Investments held by an MLP may be relatively illiquid, limiting the MLP’s ability to vary its portfolio promptly in response to changes in economic or other conditions. is the risk that accompanies an investment in MLP units. The risks of investing in an MLP are similar to those of investing in a partnership, including more flexible governance structures, which could result in less protection for investors, than investments in a corporation. MLPs are also subject to risks related to potential conflicts of interest between the MLP and the MLP’s general partner and cash flow risks. MLPs that concentrate in a particular industry or a particular geographic region are subject to risks associated with such industry or region. MLPs may also be sensitive to changes in interest rates and during periods of interest rate volatility, limited capital markets access and/or low commodities pricing and may not provide attractive returns. Material Non-Public Information Risk and Considerations: In certain cases, NTI will be restricted from buying, selling, or transacting for one or more client accounts due to the receipt of material, non-public information and related insider trading laws and requirements. The period of the trading restriction can be uncertain and will depend upon when the information is deemed non-material or public. Mid and Small Cap Stock Risk: Stocks of mid-sized and smaller companies may be more volatile than stocks of larger, more established companies, and may lack sufficient market liquidity. Mid-sized and small companies may have limited product lines or financial resources, may be dependent upon a particular niche of the market, or may be dependent upon a small or inexperienced management group. Smaller companies may also include micro-capitalization 30 NTAC:3NS-20  FORM ADV PART 2A companies. Securities of smaller companies may trade less frequently and in lower volume than the securities of larger companies, which could lead to higher transaction costs. Generally, the smaller the company size, the greater the risk. Model Risk: Various strategies may include the use of proprietary and vended quantitative or investment models. Investments selected using such models may perform differently than expected and there is no guarantee that any model will achieve its objective due to underlying factors such as not performing in line with historical trends or data. The effectiveness of models may be reduced over time as a result of changing market conditions as models are often based on historical data. There is no guarantee that the use of models will result in successful results. Model Risk is the risk that a model does not perform as it was designed, either due to error or failure in the model specification or inappropriate use. Models utilized are subject to change without notice. The performance of the model in meeting the investment objectives is dependent upon, but not limited to a number of considerations including the definition of the individual factors, the accuracy of the data used in building and implementing the factors, the interrelationships of factors and changing behavior when multi factor strategies are employed and accurate coding in the initial construction of the model and subsequent changes. Different market conditions, volatilities and correlations among the securities than what existed during the construction and back testing of the model may lead to performance not consistent with expectations. Multi-Manager Risk: NTI may employ a multi-manager strategy where NTI monitors each underlying manager (sub-adviser) in the arrangement as well as the overall management of the client account. In such arrangements, each underlying manager makes investment decisions for the client account independently from one another. It is possible that the investment styles used by an underlying manager will not always be complementary to those used by other underlying managers, which could adversely affect the performance of the client account. There can be no assurance that the use of a multi-manager approach will not result in losses by certain underlying managers offsetting any profits achieved by others. In addition, underlying managers may, from time to time, compete with the others for the same positions. Conversely, one underlying manager may buy the same securities that another underlying manager sells. Therefore, the client would bear the cost of these trades without accomplishing any investment purpose. Municipal Investments Risk: The risk of a municipal security generally depends on the financial and credit status of the issuer. Constitutional amendments, legislative enactments, executive orders, administrative regulations, voter initiatives, and the issuer’s regional economic conditions may affect the municipal security’s value, interest payments, repayment of principal and the ability to sell the security. An investment strategy may be more sensitive to adverse economic, business, political or public health developments if it focuses its assets in municipal bonds that are issued to finance similar projects (such as those relating to education, health care, housing, transportation, and utilities), industrial development bonds, in particular types of municipal securities (such as general obligation bonds, private activity bonds and moral obligation bonds), or in municipal securities of a particular state or territory. While income earned on municipal securities is generally not subject to federal tax, the failure of a municipal security issuer to comply with applicable tax requirements may make income paid thereon taxable, resulting in a decline in the security’s value. In addition, there could be changes in applicable tax laws or tax treatments that reduce or eliminate the current federal income tax exemption on municipal securities or otherwise adversely affect the current federal or state tax status of municipal securities. The secondary market for municipal obligations also tends to be less well-developed and less liquid than many other securities markets, which may limit the ability to sell its municipal obligations at attractive prices. Further, inventories of municipal securities held by brokers and 31 NTAC:3NS-20  FORM ADV PART 2A dealers have decreased in recent years, lessening their ability to make a market in these securities, which has resulted in increased municipal security price volatility and trading costs, particularly during periods of economic or market stress. Natural Resources Sector Risk: Investing in companies engaged in natural resources activities and may be subject to greater risks and market fluctuations. The value of such securities will fluctuate in response to market conditions generally and will be particularly sensitive to the markets for those natural resources in which a particular issuer is involved. The values of natural resources may also fluctuate directly with respect to real and perceived inflationary trends and various economic and political developments. Natural resource industries throughout the world may be subject to greater political, environmental and other governmental regulation than many other industries. Changes in governmental policies and the need for regulatory approvals may have an adverse effect on the products and services of natural resources companies. For example, the exploration, development and distribution of coal, oil and gas in the U.S. are subject to significant federal and state regulation, which may affect rates of return on such investments and the kinds of services that may be offered to companies in those industries. In addition, many natural resource companies have been subject to significant costs associated with compliance with environmental and other safety regulations. The direction, type or effect of any future regulations affecting natural resource industries are virtually impossible to predict. Commodity prices fluctuate for several reasons, including changes in market and economic conditions, the impact of weather on demand, the impact of interest rates and inflation on production and demand, levels of domestic production and imported commodities, energy conservation, domestic and foreign governmental regulation and taxation and the availability of local, intrastate and interstate transportation systems. Volatility of commodity prices, which may lead to a reduction in production or supply, may also negatively impact the performance of companies in natural resources industries that are involved in the transportation processing, storing, distribution or marketing of commodities. Volatility of commodity prices may also make it more difficult for companies in natural resources industries to raise capital to the extent the market perceives that their performance may be directly or indirectly tied to commodity prices. Non-Diversification Risk: A client account that is non-diversified may invest a larger percentage of its assets in the securities of fewer issuers than a more diversified client account. A non-diversified client account’s performance will be more vulnerable to changes in the market value of a single issuer or group of issuers, and more susceptible to risks associated with a single economic, political or regulatory occurrence. Operational Risk: Client accounts are subject to operational risks. As a result, operational events may occasionally occur in connection with NTI’s management of client accounts. NTI relies on various affiliated and unaffiliated service providers. NTI and service providers may experience disruptions or operating errors that could negatively impact the client account. Moreover, disruptions (for example, pandemics and health crises) that cause prolonged periods of remote work or significant employee absences at the service providers could impact the ability to conduct certain client account operations. While service providers are required to have appropriate operational risk management policies and procedures, their methods of operational risk management may differ from NTI’s in the setting of priorities, personnel and resources available or the effectiveness of relevant controls. NTI, through its monitoring and oversight of service providers, seeks to ensure that service providers take appropriate precautions to avoid and mitigate risks that could lead to disruptions and operating errors. It is not possible for NTI or the service providers to identify all of the operational risks that may affect an investment pool and 32 NTAC:3NS-20  FORM ADV PART 2A client accounts or to develop processes and controls to completely eliminate or mitigate their occurrence or effects. Options Contracts Risk: Options contracts give the holder of the option the right to buy (or to sell) a position in a security or in a contract to the writer of the option, at a certain price. They are subject to correlation risk because there may be an imperfect correlation between the options and the securities markets that cause a given transaction to fail to achieve its objectives. The successful use of options depends on NTI’s ability to predict correctly future price fluctuations and the degree of correlation between the options and securities markets. Exchanges can limit the number of positions that can be held or controlled by a client account or NTI, thus limiting the ability to implement an investment strategy. OTC Transactions Risk: Certain client accounts may directly or indirectly trade in derivative instruments that are not traded on organized exchanges and, as such, are not standardized. These transactions are known as over-the-counter (“OTC”) transactions. In general, there is less governmental regulation and supervision in the OTC markets than there is with respect to transactions entered into on an organized exchange. In addition, many of the protections afforded to participants on some organized exchanges, such as the performance guarantee of an exchange clearinghouse, are not available in connection with OTC transactions. Moreover, while some OTC markets are often highly liquid, transactions in OTC derivatives may involve greater risk than investing in exchange traded instruments because there is no exchange market on which to close out an open position. It may be impossible to liquidate an existing position, to assess the value of the position arising from an off-exchange transaction or to assess the exposure to risk. Bid and offer prices need not be quoted and, even where they are, they will be established by dealers in these instruments and consequently it may be difficult to establish what is a fair price. Prepayment (or Call) Risk: The issuer of a security (such as a mortgage-related or other asset- backed security) may under certain circumstances make principal payments on such security sooner than expected. This may occur, for example, when interest rates decline. Such sooner- than-expected principal payments may reduce the returns of a client account because it is forced to forego expected future interest payments on the principal amount paid back early and the client account may be forced to reinvest the money it receives from such early payments at the lower prevailing interest rates. Private Investment Risk: Investments in private investments, including private funds and direct investments in operating and holding companies, can be highly illiquid and require long-term investment. The ability to transfer or liquidate private investments is generally highly restricted. Private investments are not required to disclose or report the same information as public companies, and NTI may not be able to obtain material information about private investments in which clients are invested. Proprietary Investments and Initial Funding Risk: NTI or its affiliates may provide initial funding for establishing proprietary investment pools, including exchange traded funds, mutual funds and private funds (i.e., partnerships and limited liability companies). Such initial funding by NTI or its affiliates is subject to internal governance and applicable regulations. When establishing proprietary investment pools, NTI, its affiliates and/or their client accounts may hold all or a majority (up to a 100%) of the securities of the proprietary investment pool. NTI or its affiliates may sell their initial funding securities at any time without notice, subject to applicable governing documents and regulations. NTI or its affiliates have an incentive to sell their initial funding securities and it may have a negative impact on the investment pool and remaining 33 NTAC:3NS-20  FORM ADV PART 2A investors. A large redemption by NTI or an affiliate could among other things significantly reduce the assets of the investment pool potentially affecting expense ratios, market prices, liquidity and viability. NTI may exercise its discretionary investment authority to invest client assets to establish proprietary investment pools or to invest client assets in newly established proprietary investment pools where NTI or its affiliates have provided initial funding. NTI and its affiliates may have an incentive to allocate client assets to establish proprietary investment pools. As a result, NTI or an affiliate may have investment discretion over a significant percentage of assets in a proprietary investment pool. A large redemption by NTI or an affiliate of client assets could among other things significantly reduce the assets of the investment pool potentially affecting expense ratios, market prices, liquidity and viability. Quantitative Investing Risk: The risk that the value of securities or other investments selected using quantitative analysis can perform differently from the market as a whole or from their expected performance, and a client account may realize losses. This may be as a result of the factors used in building the multifactor quantitative model, the weights placed on each factor, the accuracy of historical data utilized, changing sources of market returns. REIT Risk: Investments may be affected by factors affecting REITs and the real estate sector generally. Investing in REITs involves certain unique risks in addition to those risks associated with investing in the real estate industry in general. REITs whose underlying properties are concentrated in a particular industry or geographic region are also subject to risks affecting such industries and regions. REITs may have limited financial resources, may trade less frequently and in lower volume, engage in dilutive offerings or become more volatile than other securities. By investing in REITs, a client account will bear expenses of the REITs in addition to investment adviser expenses. In addition, REITs could possibly fail to (i) qualify for favorable tax treatment under applicable tax law, or (ii) maintain their exemption from registration under the Investment Company Act of 1940. Repurchase Agreements Risk: An investment strategy may involve entering into repurchase agreements with financial institutions such as banks and broker-dealers that are deemed to be creditworthy by NTI. Repurchase agreements involve the purchase of securities subject to the seller’s agreement to repurchase them at a mutually agreed upon date and price. In the event of a default, the client account will suffer a loss to the extent that the proceeds from the sale of the underlying securities and other collateral are less than the repurchase price and the costs associated with delay and enforcement of the repurchase agreement. In addition, in the event of bankruptcy, the client account could suffer additional losses if a court determines that the interest in the collateral is unenforceable. NTI intends to enter into transactions with counterparties that are creditworthy at the time of the transactions. There is always the risk that NTI’s analysis of creditworthiness is incorrect or may change due to market conditions. To the extent that NTI focuses transactions with a limited number of counterparties, it will be more susceptible to the risks associated with one or more counterparties. With respect to collateral received in repurchase transactions or other investments, a client account may have significant exposure to the financial services and mortgage markets. Such exposure, depending on market conditions, could have a negative impact, including minimizing the value of any collateral. Risk of Loss: All investments involve the risk of the loss of capital. No guarantee or representation is made that any client account will achieve its investment objective or avoid 34 NTAC:3NS-20  FORM ADV PART 2A losses. The value of a security can go up or down more than the market as a whole and can perform differently from the value of the market as a whole, often due to disappointing earnings reports by an issuer, unsuccessful products or services, loss of major customers, major litigation against the issuer, changes in government regulations affecting the issuer or the competitive environment, or investor sentiment. While each client account has its own investment objectives and strategies, there are risks associated with investing in general. Restricted/Sanctioned Securities Risk: Limitations on the resale of restricted and/or sanctioned securities may have an adverse effect on their marketability and may prevent the adviser from disposing of them promptly at reasonable prices. There can be no assurance that a trading market will exist at any time for any particular restricted security. Transaction costs may be higher for restricted securities and such securities may be difficult to value and may have significant volatility. From time to time, an investment strategy may invest in certain companies that operate in, or have dealings with, countries subject to sanctions or embargoes imposed by the U.S. government and the United Nations and/or countries identified by the U.S. government as state sponsors of terrorism. A company may suffer damage to its reputation if it is identified as a company which operates in, or has dealings with, countries subject to sanctions or embargoes imposed by the U.S. government and the United Nations and/or countries identified by the U.S. government as state sponsors of terrorism. As an investor in such companies, such investor will be indirectly subject to those risks. Securities Lending Risk: Investors may lose money by participating in a securities lending program and through investments in a collateral reinvestment fund. There can be no assurance that the borrower returns the securities loaned in a timely manner. Additionally, if the borrower defaults on its obligation to return the securities loaned, the client can experience delays or costs in recovering the securities loaned or access to the related collateral. Short Selling Risk: A short sale is where a client account borrows securities from a lender and sells them in the open market. The client account must repurchase the securities at a later date in order to return them to the lender. In the interim, the proceeds from the short sale are deposited with the lender and the client account pays interest to the lender on the borrowed securities. If the value of the securities declines between the time of the initial short sale and the time it repurchases and returns the securities, the client account makes a profit for the difference (less any interest paid to the lender). If the price of the borrowed securities rises, however, a loss results. There are risks associated with short selling, namely, that the borrowed securities will rise in value or not decline enough to cover the borrowing costs. Any loss on short positions may or may not be offset by investing short sale proceeds in other investments. In addition, the client account may experience difficulties in repurchasing the borrowed securities if a liquid market for the securities does not exist. The lender from whom the securities have been borrowed may also become bankrupt, causing the borrowing account to lose the collateral it deposited with the lender. Sustainability Risk: The risk that an investment strategy may be exposed to certain sustainability risks, either directly or indirectly, including (i) environmental risks, including both physical risks and transition risks, such as extreme weather events, global warming, rising sea levels, changes in environmental regulation, a shift to low carbon technologies or changing consumer preferences, (ii) social risks, for example human rights breaches or labor rights breaches, and (iii) governance risks, including poor governance practices, illegal or poor tax practices or bribery and corruption and, as a consequence, reputational risks. The examples provided are not intended to be an 35 NTAC:3NS-20  FORM ADV PART 2A exhaustive list of all possible risks and are provided as an indication of the types of sustainability risks that may arise. Such risks may impact the performance of investments. Tax Risks: For private fund investors, an investment in any private fund involves complex U.S. and non-U.S. tax considerations that will differ for each investor depending on the investor’s particular circumstances. The investment decisions of advisers to private fund will be based primarily upon economic, not tax, considerations and could result, from time to time, in adverse tax consequences to some or all investors in a fund. There can be no assurance that the structure of any private fund or of any investment will be tax-efficient for any particular investor. Investors are urged to consult their own tax advisors with reference to their specific tax situations. Additionally, for private fund investors, tax filing information will generally not be available until after the initial tax filing deadlines for investors’ tax returns. For investors seeking tax-efficient strategies and trading, there is a risk that tax offsets in one account are invalidated by trading in other accounts of the client. Trading to tax optimization may also result in higher portfolio turnover. Underlying Fund Risk: An investment strategy that primarily utilizes underlying funds has the risk that the investment performance largely depends on the investment performance of the underlying funds in which it primarily invests. The investment performance will change with changes in the value of the underlying funds based on their market valuations. Investments in underlying funds are subject to the risks associated with the underlying funds. There can be no assurance that the underlying funds will achieve their respective investment objectives. There is the risk that NTI’s evaluations and assumptions regarding the asset classes represented by the underlying funds at any given time may be incorrect based on actual market conditions. A client account will indirectly pay a proportional share of the expenses of the underlying funds in which it invests (including operating expenses and management fees). Valuation Risk: The sale price the portfolio could receive for a security may differ from the Adviser’s valuation of the security, particularly for securities that trade in low volume or volatile markets or that are valued using a fair value methodology. Value Style Investing Risk: A value stock may not increase in price as anticipated by NTI, and may even decline in value, if other investors fail to recognize the company’s value and do not become buyers (or they become sellers), the markets favor faster-growing companies, or the factors that NTI believes will increase the price of the security do not occur. Investments in value stocks are subject to the risk that the intrinsic values of investments in value stocks may never be realized by the market. A stock judged to be undervalued may actually be appropriately valued, or its price may decline, even though in theory the security is already undervalued. Value stocks can react differently to issuer, political, market and economic developments than the market as a whole and other types of stocks such as growth stocks. Additional Market Events Periods of unusually high financial market volatility and restrictive credit conditions, at times limited to a particular sector or geographic area, have occurred in the past and may be expected to recur in the future. In addition, geopolitical and other risks, including environmental and public health risks, may add to instability in the world economy and markets generally. As a result of increasingly interconnected global economies and financial markets, the value and liquidity of investments may be negatively affected by events impacting a country or region, regardless of whether investments are made in issuers located in or with significant exposure to such country or region. 36 NTAC:3NS-20  FORM ADV PART 2A There is significant uncertainty regarding how certain international conflicts will evolve. The resulting market disruptions and volatility are impossible to predict but could be significant and have an adverse effect on certain investments as well as performance and liquidity. Also, for investment strategies that track an underlying index, if a sanctioned nation’s security is included in the underlying index, the investment strategy may, where practicable, seek to eliminate its holdings of the affected security by employing or augmenting its representative sampling strategy to seek to track the investment results of its underlying index. The use of (or increased use of) a representative sampling strategy may increase the investment tracking error risk. If the affected securities constitute a significant percentage of the underlying index, the investment strategy may not be able to effectively implement a representative sampling strategy, which may result in significant tracking error between performance of the investment strategy and the performance of its underlying index. Sanctions have also recently led to changes in certain underlying indexes, as index providers have removed sanctioned nation's securities from underlying indexes or have implemented caps on sanctioned nation’s securities. In such an event, it is expected that an investment strategy will, where practicable, rebalance its portfolio to bring it in line with the underlying index as a result of any such changes, which may result in transaction costs and increased tracking error. The risk of tracking difference may further increase if index providers remove such securities from underlying indexes, but the sanctioned nation’s securities remain in an investment portfolio due to an inability to transact in those securities. These sanctions, the volatility that may result in the trading markets for the sanctioned nation’s securities and the sanctioned nation’s imposition of investment or currency controls on foreign investors may cause an investment strategy to invest in, or increase investments in, depositary receipts that represent the securities of its underlying index, where available. These investments may result in increased transaction costs and increased tracking error. 5BItem 9: Disciplinary Information Registered investment advisers are required to disclose all material facts regarding any legal or disciplinary events that would be material to a client’s or potential client’s evaluation of NTI or the integrity of NTI’s management. From time to time, NTI may be involved in regulatory examinations or litigation that arises in the ordinary course of business. We are not aware of any regulatory matters or litigation that we believe would be material to an evaluation of the advisory business or the integrity of its management. 37 NTAC:3NS-20  FORM ADV PART 2A 6BItem 10: Other Financial Industry Activities and Affiliations Broker-Dealer Registration Status NTI is not registered as a broker or dealer nor does it have an application pending to register as a broker or dealer. Certain NTI employees are registered representatives of its affiliated broker- dealer, NTSI. Futures Commission Merchant, Commodity Pool Operator, Commodity Trading Advisor and Non-U.S. Registrations NTI is registered with the U.S. Commodities and Futures Trading Commission (“CFTC”) as a Commodity Pool Operator (“CPO”) and Commodity Trading Advisor (“CTA”) and designated as a Swap Firm. NTI is also a member of the National Futures Association. Certain NTI employees are principals or associated persons of the CPO/CTA. NTI relies on exemptions from registration as a CPO with respect to certain pooled vehicles and relies on an exemption for relief from certain reporting and recordkeeping requirements applicable to CTAs. NTI is currently relying on the International Adviser – Exemption and the International Investment Fund Manager – Exemption under Part 8 of National Instrument 31-103 Registration Requirements, Exemptions and Ongoing Registrant Obligations within certain Canadian provinces. In the province of Ontario, NTI is also relying on the Commodities Trading Manager exemption under section 3 [international dealer] of Ontario Securities Commission Rule 32-506 (under the Commodity Futures Act) Exemptions for International Dealers, Advisers and Sub- Advisers. Material Relationships NTI is a wholly owned subsidiary of TNTC, an Illinois state banking corporation, which in turn is a wholly owned subsidiary of Northern Trust Corporation (“NTC”), a financial holding company and publicly traded company. NTC is a global financial organization that provides a comprehensive array of financial services through its affiliates, including, but not limited to, investment advisory, trust, custody, administration, transition management, brokerage, banking and securities lending. As a result, NTI may have relationships or arrangements with its affiliates that are material to its business or clients. Such related persons and affiliates, and the nature of potential conflicts, include the following: Broker-Dealer: NTSI, a broker-dealer registered under the Securities Exchange Act of 1934, and NTI are under common control. Certain employees of NTI are registered representatives of NTSI. NTSI may receive compensation for effecting securities transactions on an agency basis for NTI clients, including investment pools and accounts. Clients may also direct NTI to use NTSI or its affiliated global broker-dealer NTS. NTS may also utilize its affiliate Northern Trust Securities Australia Pty Ltd. (“NTSA”) via its interfirm agreements to conduct transition management. Investment Pools: NTI serves as the investment adviser or sub-adviser to various types of proprietary and non-proprietary investment pools including investment companies and exchange- 38 NTAC:3NS-20  FORM ADV PART 2A traded funds registered under the Investment Company Act of 1940, bank common and collective funds and unregistered investment companies. NTI serves as the investment adviser to the following proprietary registered investment companies: Northern Funds, Northern Institutional Funds and FlexShares Trust (exchange-traded funds). NTI also serves as investment adviser and trustee to various proprietary bank common and collective funds and the proprietary Multi-Advisor Funds. At least annually, members of the boards of trustees of the respective registered investment pools and exchange-traded funds review the nature, quality and extent of the services provided to the investment pools by their service providers, including affiliates of NTI. In addition, NTI reviews the quality and services provided to unregistered investment pools, including services provided by affiliates of NTI. Affiliated Investment Advisers: Northern Trust Global Investments Limited (“NTGIL”), NTSI, 50 South Capital Advisors, LLC (“50 South”), NT Global Advisors, Inc. (“NTGAI”), The Northern Trust Company of Hong Kong Limited (“Northern Trust Hong Kong”), Northern Trust Global Investments Japan, K.K. (“NTKK”) and Northern Trust Asset Management Australia Pty Ltd (“NTAM Australia”) are affiliated investment advisers of NTI. NTGIL, NTSI, and 50 South are registered under the Investment Advisers Act of 1940. NTSI and 50 South are direct subsidiaries of NTC. NTKK is a wholly owned subsidiary of NTI. 50 South is registered with the CFTC and is a member of the NFA as a CPO and CTA and designated as a Swap Firm. NTSI is registered with the CFTC and is a member of the NFA as a CTA, NTKK is registered as an investment adviser in Japan and NTAM Australia is registered as an investment adviser in Australia. NTGAI, a Canadian investment adviser, and NTAM Australia are indirect subsidiaries of NTC and direct subsidiaries of The Northern Trust International Banking Corporation (“NTIBC”). NTI may provide or obtain investment advisory services from these affiliates. The investment advice given to one or more clients may differ from and may conflict with investment advice provided by these investment adviser affiliates. NTI is required to act at all times in the best interests of its clients and generally without knowledge of trading positions or other operations of its affiliated investment advisers. NTI has engaged Northern Trust Hong Kong and NTAM Australia, affiliates that are not registered with the SEC, to assist NTI in providing services to its U.S. clients (each a “participating affiliate arrangement”). In the participating affiliate arrangements, Northern Trust Hong Kong and NTAM Australia, unregistered non-U.S. advisers, are staffed with personnel who assist NTI in providing investment advisory services to NTI’s U.S. clients. NTI, Northern Trust Hong Kong, and NTAM Australia act in accordance with a series of no-action letters requiring Northern Trust Hong Kong and NTAM Australia to remain subject to the regulatory supervision of both NTI and the SEC. Northern Trust Fund Managers (Ireland) Limited, is an investment management company in Ireland and is an indirect subsidiary of NTC and direct subsidiary of NTIBC. Banking Institution: TNTC is the parent company of NTI and as such controls NTI. NTI provides investment advisory services directly to certain TNTC clients or acts as investment adviser to registered and unregistered investment pools in which TNTC clients can invest. TNTC also provides various services to certain NTI clients, including services such as banking, custody, transfer agency, administration, securities lending, intermediary and other operational services. TNTC maintains internal informational barriers to mitigate potential conflicts and preserve confidentiality of information. Where and to the extent permissible by law and/or client agreement, NTI and its affiliates may share client information internally to better serve and offer additional services to clients. While NTI may introduce a client to an affiliate, or where an affiliate may introduce a client to NTI, no compensation is received or provided from one entity to another for such introduction. 39 NTAC:3NS-20  FORM ADV PART 2A Other Material Affiliated Relationships As noted above, NTI provides investment advice to its affiliates and provides investment advisory services to affiliates’ clients or acts as an investment adviser to the registered or unregistered investment pools in which these clients may invest. TNTC and NTI share an equity trading desk and have shared arrangements with some investment research vendors. Also, these affiliates may provide marketing services to NTI, including the referral of certain clients. NTI has common management and officers with some of its affiliates. NTI shares facilities with affiliates and relies on TNTC and other affiliates for various administrative support, including cybersecurity, information technology, human resources, business continuity, legal, compliance, finance, enterprise risk management, internal audit and general administrative support. NTI’s affiliates provide initial funding to or otherwise invest in certain products managed by NTI. When an affiliate provides “seed capital” for a product, they generally intend to redeem all or part of their interest at a future point in time. The timing of a redemption by an affiliate could benefit the affiliate. Additionally, a consequence of the withdrawal of a significant amount, including by an affiliate, is that investors who remain in the product will bear a proportionately higher share of expenses following the redemption. Certain of NTI’s affiliates’ directors or officers are directors or officers of issuers in which NTI invests from time to time. These issuers could also be service providers to NTI or its affiliates. NTI’s affiliations create potential conflicts of interest. NTI seeks to mitigate the potential conflicts of interest to ensure accounts are managed at all times in a client’s best interests and in accordance with client investment objectives and guidelines through regular account reviews attended by investment advisory, compliance, and senior management staff. NTI also seeks to mitigate potential conflicts of interest through a governance structure and by maintaining policies and procedures that include, but are not limited to, personal trading, allocation, information barriers and material non-public information, custody and trading. Various unaffiliated investment advisers that manage NTI client accounts, or are recommended to NTI clients, may use an NTI affiliate for banking, trust, custody, administration, brokerage and related services for which NTI’s affiliates receive fees. NTI does not recommend or utilize unaffiliated investment advisers based upon their use of NTI affiliates. Given the interrelationships among NTI and its affiliates, there may be other or different potential conflicts of interest that arise in the future that are not included in this section. As NTI becomes aware of additional potential or actual conflicts of interest, they will be reviewed, and NTI will seek to mitigate them, on a case- by-case basis. 7BItem 11: Code of Ethics, Participation or Interest in Client Transactions and Personal Trading Code of Ethics 40 NTAC:3NS-20  FORM ADV PART 2A NTI maintains a Code of Ethics (the “Code”) designed to meet the requirements of Rule 204A-1 of the Investment Advisers Act of 1940 and Rule 17j-1 of the Investment Company Act of 1940. NTI has adopted a Code that provides its employees with the framework and sets the expectations for business conduct. The Code is designed to reinforce our reputation for integrity by placing the interests of clients first, while avoiding even the appearance of impropriety and to confirm compliance with federal securities laws. The Code sets forth procedures and limitations that govern the personal securities transactions in accounts beneficially owned by our employees. We, and our related persons and employees, may, under certain circumstances and consistent with the Code, purchase or sell for our own accounts securities that we also recommend to clients. Personal trading by NTI employees creates a conflict when they are trading the same securities or types of securities as NTI trades on behalf of its clients. This conflict is mitigated by the procedures and limitations set forth in the Code. All NTI employees are subject to the Code. Compliance with the Code is a condition of employment and requires quarterly affirmation by all employees. The Code contains various reporting, disclosure and approval requirements regarding an employee’s personal securities transactions. The Code also imposes certain limitations and restrictions on the timing of transactions for all employees. NTI employees are allowed to trade for their personal accounts but are subject to certain pre-clearance procedures and a minimum 60-day holding period for any Covered Security, as defined in the Code. Employees must obtain approval prior to participating in initial public offerings and must also obtain approval before transacting in any privately offered securities. Generally, NTI employees are required to maintain personal trading accounts at approved brokers that provide direct data feeds into NTI’s personal trading system. All pre-clearance requests and executed trades are tested against Code requirements. All violations are discussed and formally recorded at the Conduct and Ethics Committee, are sanctioned in accordance with applicable guidelines, and employees are required to complete additional Code training. NTI employees may, under certain circumstances and consistent with the Code of Ethics, invest for their own account in securities or investment pools in which NTI or its affiliates may also invest on behalf of client accounts. NTI and its affiliates, and their respective employees, may buy, sell or hold securities while making investment decisions for client accounts in the same securities, including proprietary funds. NTI’s employees may also participate directly or indirectly in unregistered investment pools. NTI employees are also subject to corporate policies, programs and guidelines that contain important information pertaining to the use of confidential information and the protection thereof. Employees may receive material non-public information (“MNPI”) as part of their day-to-day responsibilities at NTI. Employees are trained to identify the sensitivity of such information received and adhere to the related NTI policy, as well as the Northern Trust Corporation Disclosure Policy. The Northern Trust Corporation Standards of Conduct Policy, The Northern Trust Corporation Code of Business Conduct and Ethics, and The Northern Trust Corporation Securities Transaction Policy and Procedures, all of which are informed by federal securities laws. Any instances of receipt of MNPI must be escalated to the Compliance and Legal departments for review, assessment, and guidance on course of action. NTI could be restricted in trading the securities of certain issuers in client portfolios as a result of obtaining MNPI regarding an issuer. NTI has adopted a gifts and entertainment policy that provides its employees with the framework and sets the expectations for business conduct related to the provision or receipt of gifts and entertainment, including limitations and reporting requirements. The policy is designed to safeguard against conflicts of interest, bribery and corruption. Generally, NTI employees are 41 NTAC:3NS-20  FORM ADV PART 2A prohibited from providing or receiving gifts or entertainment that could be considered excessive or inappropriate, or intended to influence a recipient. Further, NTI has implemented policies regarding outside business activities. NTI has also established policies and procedures relating to political contributions that are designed to comply with applicable federal, state, and local laws. From time to time, certain NTI employees or officers engage in outside business activity, including outside directorships. Any outside business activity is subject to prior approval. NTI could be restricted in trading the securities of certain issuers in client portfolios in the unlikely event that an employee or officer, as a result of outside business activity, obtains MNPI regarding an issuer. The intent of these policies is to minimize the opportunity for conflicts to arise. Clients may obtain a copy of the Code of Ethics by contacting NTI at the address noted in this brochure. Participation or Interest in Client Transactions While the transactions discussed below may present conflicts of interest, NTI manages its client accounts consistent with applicable laws and follows its own policies and procedures that are reasonably designed to treat clients fairly and to prevent any client or group of clients from being systematically favored or disadvantaged. NTI, or its affiliates’, may from time to time invest client assets in, or recommend that clients invest in, investment pools for which NTI and its affiliates provide investment advisory, custodial, administrative, shareholder support and other services and receive fees. NTI may also recommend that clients invest in unregistered investment pools in which an affiliate serves as general partner, managing member, or investment adviser and receives fees or other direct or indirect benefits. Such investments may present a conflict of interest because NTI, an affiliate or a related person has a financial interest in the transaction. NTI maintains policies and procedures which it believes are reasonably designed to address such conflicts. NTI provides advice and makes investment decisions for client accounts that it believes are consistent with each client’s stated investment objectives and guidelines. Investment advice given to clients or investment decisions made for clients may differ from, or may conflict with, investment advice given or investment decisions made for its clients or the clients of an affiliate. NTI or its affiliate may also invest in the same securities that NTI or its affiliates recommend to clients. NTI is generally not aware of investment decisions made by NTI’s affiliates. When NTI or an affiliate holds for its own account the same securities as a client, it could be viewed as having a potential conflict of interest. Subject to the terms of the client agreement, NTI or its affiliate may act as principal for its own account with respect to the sale of a security or other asset to, or purchase of a security or other asset from, a client account. Generally, NTI will not, as principal for its own account, buy securities from or sell securities to any client. It is possible that an affiliate will, as principal for its own account, purchase securities from or sell securities to NTI clients. Principal transactions will be completed in compliance with applicable law and the terms of the governing documents of the relevant client account. In reviewing such principal transactions, NTI or its affiliates will have a conflict between acting in the best interests of a client and assisting itself or its affiliates by selling or purchasing a particular security. 42 NTAC:3NS-20  FORM ADV PART 2A From time to time, NTI may determine in good faith that securities to be sold on behalf of a client may be suitable for purchase by another client. Cross-trades present conflicts of interest, as there may be an incentive for NTI to favor one client to the disadvantage of another. Cross-trades are only affected as permitted under applicable law and regulation and consistent with NTI’s policies and procedures. NTI does not receive fees or commissions for these cross-trade transactions though there are circumstances where an NTI affiliate may receive a commission. NTI will have a potentially conflicting division of loyalties and responsibilities to the parties to a cross-trade, including with respect to a decision to enter into such transaction as well as with respect to valuation, pricing and other terms. NTI has adopted policies and procedures in relation such cross transactions and conflicts. However, there can be no assurance that such cross-transactions will be effected or that such cross-transactions will be effected in the manner that is most favorable to a client that is a party to such transaction. Cross transactions may disproportionately benefit some clients relative to other clients. NTI has established certain policies and procedures designed to address conflicts of interest that may arise between NTI, including its employees and affiliates, and clients a. NTI and its employees must act in the best interests of its clients and generally do not have knowledge of proprietary trading positions NTI and its affiliates. Other Conflicts of Interest NTI maintains policies, procedures and controls, that it believes are reasonably designed to ensure conflicts of interest are addressed. NTI provides advice and makes investment decisions for client accounts that it believes are consistent with each client’s stated investment objectives. Clients may use third party investment consultants who provide a wide array of services to these clients, including making recommendations such as when to invest in or redeem out of an NTI product and/or assisting in the selection and monitoring of investment advisers such as NTI. While NTI does not pay these investment consultants for such recommendations, NTI may pay to (i) participate in consultant-sponsored conferences to obtain information about industry trends, and other relevant topics, and (ii) purchase certain market data, performance-related databases, and other products of services from certain investment consultants. NTI may recommend that clients invest in the NTI products in which NTI serves as investment manager or trustee and receives fees or other direct or indirect benefits. Such investments may present a conflict of interest because NTI or a related person has a financial interest in the transaction. Transition management activities may create potential conflicts of interest if transition management client trades are executed through an affiliate. NTI develops, owns and operates indices that are based on investment and trading strategies developed by NTI or assist unaffiliated entities by creating bespoke indices that are utilized by NTI for client-specific investment accounts. In addition, NTI may manage accounts that are based on the same, or substantially similar, strategies that are used in the operation of the indices or the affiliated exchange traded funds (“ETF”). The administration of the indices and the portfolio management of affiliated ETFs and client accounts in this manner may give rise to potential conflicts of interest. These conflicts of interest may include, but are not limited to, the ETFs engaging in the purchase or sale of securities relating to changes being implemented as part of an index reconstitution, while at the same time the client accounts engage in similar trading activity 43 NTAC:3NS-20  FORM ADV PART 2A due to ongoing portfolio rebalancing. These differences may result in client account strategies outperforming vis-à-vis the index, the ETF, or vice versa. Other potential conflicts include the potential for unauthorized access to index information, allowing index changes that benefit NTI or other client accounts and not the investors in the ETFs. NTI performs certain valuation services related to securities and assets in client accounts according to its valuation policies and may value an identical asset differently from another NTI affiliate, or differently amongst client accounts. NTI may value an identical asset differently among multiple client accounts because client accounts are subject to different valuation guidelines pursuant to their respective governing agreements. Differences in valuation may also exist because various third-party vendors perform valuation functions for the client accounts. Generally, NTI will value assets in separate accounts and communicate its valuation information or determinations to a client’s custodian and/or fund accountants as reasonably requested. There may be instances in which the client’s custodian, pricing vendors, or fund accountants assign a different valuation to a security or investment than the valuation NTI assigns for such security or investment. NTI does not perform valuation services for alternative assets, including private funds and direct investments. Accounts utilizing proprietary products/investment pools present a conflict of interest because NTI and its affiliates will receive more overall compensation when NTI-managed products/investment pools are used. Certain portfolios will be allocated up to 100% of NTI proprietary mutual funds and exchange traded funds for which NTI receives an investment management fee for such service. Where investing in proprietary mutual funds, affiliates may receive administrative, custodial and transfer agency fees for such services. NTI or its affiliates may provide initial funding for establishing proprietary investment pools, including exchange traded funds, mutual funds and private funds (i.e., partnerships and limited liability companies). Such initial funding by NTI or its affiliates is subject to internal governance and applicable regulations. When establishing proprietary investment pools, NTI, its affiliates and/or its client accounts may hold all or a majority of the securities of the proprietary investment pool. NTI or its affiliates may sell their initial funding securities at any time without notice, subject to applicable governing documents and regulations. NTI or its affiliates have an incentive to sell their initial funding securities and it may have a negative impact on the investment pool and remaining investors. A large redemption by NTI or an affiliate could, among other things, significantly reduce the assets of the investment pool potentially affecting expense ratios, market prices, liquidity and viability. NTI may exercise its discretionary investment authority to invest client assets to establish proprietary investment pools or to invest client assets in newly established proprietary investment pools where NTI or its affiliates have provided initial funding. NTI and its affiliates may have an incentive to allocate client assets to establish proprietary investment pools. As a result, NTI or an affiliate may have investment discretion over a significant percentage of assets in a proprietary investment pool. A large redemption by NTI or an affiliate of client assets could, among other things, significantly reduce the assets of the investment pool potentially affecting expense ratios, market prices, liquidity and viability. To the extent permitted by applicable law, NTI may make payments to financial intermediaries that distribute NTI’s products, investment strategies, and/or investment models. 44 NTAC:3NS-20  FORM ADV PART 2A Some of NTI’s clients work with pension or other institutional investment consultants, who provide a wide array of services to these clients, including assisting in the selection or monitoring of investment advisers such as NTI. From time to time, investment consultants who recommend NTI to and/or provide oversight of NTI for NTI’s clients also provide services to or purchase services from NTI or its affiliates. For example, NTI purchases certain market data, performance-related databases, and other products of services from certain investment consultants. NTI may also pay to participate in conferences organized by investment consultants. A client’s relationship with an investment consultant could result in restrictions in the eligible securities or trading counterparties for the client’s account. For example, accounts of certain clients (including clients that are subject to ERISA) can be restricted from investing in securities issued by the client’s investment consultant or its affiliates and from trading with, or participating in transactions involving, counterparties that are affiliated with the investment consultant. In some cases, these restrictions could affect account performance. 7BItem 12: Brokerage Practices Broker Dealer Approval and Selection NTI seeks to maintain a variety of execution venues to provide alternative trading options and mitigate concentration risk. NTI follows the Broker Dealer Selection Policy for purposes of defining those broker dealers that are approved for use when executing equity and fixed income security transactions. For client accounts managed on a fully discretionary basis, NTI has the discretion to select the broker-dealer for executing transactions. When executing client orders, NTI will consider a range of execution factors. These factors are considered in the initial selection and the ongoing review of those approved broker-dealers and execution venues. The application of these factors and their relative importance will be determined using the experience of our trading and investment professionals on a case-by-case basis. The trader (investment professional responsible for executing transactions on the account) must consider these factors to obtain the best qualitative execution for client transactions. Execution factors the trader shall consider in determining the best available price and best qualitative execution include, but are not limited to: • price at which the transaction is executed; • costs and compensation paid to the broker-dealer; • speed and likelihood of execution; • speed and likelihood of settlement; • size and nature of the order; • block trading capabilities; • market conditions; • willingness of a broker/dealer to commit capital to a particular transaction; • willingness and ability of broker-dealer to make a market in particular securities; 45 NTAC:3NS-20  FORM ADV PART 2A • ability and willingness of a broker-dealer to effect difficult transactions in less liquid, smaller capitalized, closely held issues, or a particular sector; • ability of broker-dealer to act on a confidential basis; • operational efficiency and coordination of a broker-dealer with NTI and the custodian of our clients, including the ability to communicate, to settle trades reliably and to quickly and effectively resolve differences; • broker-dealer responsiveness; • ability and willingness to correct errors; • past execution history; financial strength; and • • any other consideration relating to the execution of the order. Ordinarily, price will merit a higher relative importance in achieving the best qualitative execution result; however, there may be circumstances when other factors are weighted with greater importance than price. In addition, it is equally clear that the lowest possible commission, while very important, is not the determinative factor. When determining the relative importance of each of the above execution factors the following will be taken into consideration: the client’s unique requirements and characteristics; • the characteristics and nature of the order placed on the client’s behalf; • the characteristics of the financial instruments; and • the execution venues to which the order can be directed. • In order to achieve the best qualitative execution result, NTI or the counterparties with whom NTI places the order, may use one or more trading methods or execution venues to satisfy the order. In selecting a broker-dealer, NTI utilizes its best judgment in a manner deemed equitable and reasonable to clients. As a consequence, there may be occasions where client orders will be executed outside of a regulated market or a multilateral trading facility, including trading orders over-the-counter. NTI has established a committee to oversee the selection of broker-dealers to an approved list and the allocation of brokerage commissions and to monitor best qualitative execution. Research and Other Soft Dollar Benefits Research and soft dollars benefits refer to client commission practices or arrangements where Northern Trust receives research related services, in addition to client account transaction execution, in exchange for the brokerage commissions paid by client accounts. Soft dollars are generated by Northern Trust client accounts through commission sharing agreements. Subject to the duty of best execution, NTI places transactions with broker-dealers who also provide NTI or TNTC with brokerage and research services in accordance with the safe harbor of Section 28(e) of the Securities Exchange Act of 1934. These research services assist NTI or TNTC in its investment decision-making process and may include industry and company reports, economic forecasts, databases, data services, analytical services, and publications. These research services and soft dollar benefits are taken into account in the broker-dealer selection and, as a result, clients may pay higher commissions than would otherwise be charged. NTI or TNTC 46 NTAC:3NS-20  FORM ADV PART 2A determines in good faith that the amount of such commission is reasonable in relation to the value of the brokerage and research services the broker-dealer provides. Receipt of research from brokers who execute client transactions involves conflicts of interest. To the extent that NTI uses client commissions to obtain research services for NTI or TNTC, NTI or TNTC will receive a benefit, as it will not have to pay for the research, products, or services itself. Therefore, NTI may have an incentive to select or recommend a broker-dealer based on its interest in receiving research rather than in obtaining the lowest commission rate on the client transaction. NTI or TNTC may also obtain research services from brokerage commissions incurred by client accounts that may not directly benefit such client accounts. Similarly, clients may benefit from research even if trades placed on their behalf did not contribute to the compensation of the broker-dealer providing such research. NTI and TNTC do not seek to allocate research services to client accounts proportionately to the commissions that the client accounts generate. NTI and TNTC seek to mitigate potential conflicts of interest through committee oversight of best execution and the approval of broker-dealers with which NTI and TNTC may trade. Also, NTI and TNTC may receive products and services that are mixed use. In these cases, NTI or TNTC will use client commissions to pay only for the eligible portion of the product or service that assists NTI or TNTC in the investment decision-making process. Any ineligible portion of the product will be paid directly by NTI or TNTC. NTI or TNTC make a good faith effort to reasonably allocate such items between eligible and ineligible products and services and keep records of such allocations although clients should be aware of the potential conflicts of interest in such eligible and ineligible allocations of mixed products and services. NTI and TNTC utilize a number of commission-sharing agreements with broker-dealers to unbundle research services from broker-dealer execution. The commission-sharing agreements allow for a portion of the client commission to pay for execution trading services and a portion of the client commission is allocated to research. NTI and TNTC regularly monitor and evaluate the benefits of commission-sharing arrangements. Brokerage for Client Referrals NTI does not receive client referrals from broker-dealers for brokerage services. Wrap Fee Programs NTI does not negotiate brokerage commissions through the Wrap Program Sponsor because brokerage commissions are included in the wrap fee charged to the client. Directed Brokerage NTI may accept instructions from a client to direct trades, or a predetermined percentage of trades, in their advisory account to a particular broker-dealer. When so instructed, NTI may have limited capability to negotiate commissions, aggregate orders to receive volume discounts, select brokers or dealers to obtain best price or best execution. In addition, NTI may not be able to aggregate orders for these transactions with orders NTI is entering for other client accounts NTI manages. In some circumstances, the non-aggregated portion of a trade for a directed brokerage account may take place after other accounts that do not require a trade to be directed to a particular broker. As a result, in some cases directed brokerage clients may pay higher brokerage commissions to, or may otherwise receive less favorable execution from, their selected broker- 47 NTAC:3NS-20  FORM ADV PART 2A dealer than clients with non-directed accounts. NTI does not negotiate or monitor commission rates with such directed broker-dealers or evaluate the nature, quality or value of any services or benefits a client may receive from such directed brokerage arrangement. As mentioned in Other Financial Industry Activities and Affiliations section, NTI may direct clients to NTSI and/or Northern Trust Securities, LLP (“NTS”), its affiliated broker-dealers, for execution services to support transition management services. Additionally, NTSI may execute trades for the investment pools that NTI advises or sub-advises. NTSI may receive economic benefit from these transactions. NTS may also utilize its affiliate Northern Trust Securities Australia Pty Ltd. (“NTSA”) via its interfirm agreements to conduct transition management. Aggregation of Orders and Trade Allocation As described in Item 10 – Other Material Relationships, TNTC and NTI share portfolio management as trading professionals that execute orders involving equity and fixed income securities, foreign exchange, futures and options. As a result, there are frequently instances where NTI clients may be seeking to buy or sell securities that TNTC clients are also seeking to buy and sell. Pursuant to NTI’s order aggregation and trade allocation policies and procedures, NTI will determine the appropriate facts and circumstances under which it will aggregate orders received involving the same investment opportunity consistent with NTI’s obligation to seek best execution for its clients. Equitable treatment of client accounts is the principle underlying NTI’s allocation procedures. Generally, if a batch order is filled in its entirety, it is allocated in accordance with pre-trade allocation. If an aggregated order is partially filled, the securities or other instruments purchased, or the proceeds of any sale are generally allocated pro-rata among the accounts and funds as determined by the pre-trade allocation. There may be circumstances in which other allocation methodologies are used, provided they are consistent with the allocation policies. Directed Brokerage As mentioned in the Broker Dealer Approval and Selection section above, when NTI is instructed by a client to direct orders to a particular broker-dealer, NTI may have limited capability to aggregate orders for these transactions. In some circumstances, the non-aggregated portion of a trade for a directed brokerage account may take place after other accounts that do not require a trade to be directed to a particular broker. As a result, in some cases directed brokerage clients may pay higher brokerage commissions to or may otherwise receive less favorable execution from their selected broker-dealer than clients with non-directed accounts. 8BItem 13: Review of Accounts NTI reviews the client’s investment objectives, guidelines and any restrictions before acceptance of a client account. Client accounts are monitored daily for compliance with the account’s investment guidelines and any restrictions. Exceptions are reviewed with the applicable portfolio manager and presented to senior management. Registered investment pool exceptions are generally reported quarterly to the respective registered investment pools’ board of trustees. 48 NTAC:3NS-20  FORM ADV PART 2A NTI conducts formal reviews of client accounts at onboarding and at least annually in relation to client’s investment objectives, guidelines, limitations and/or restrictions, if any, as well as any internal requirements. NTI also performs reviews as it deems appropriate or otherwise required to account for regulatory changes, compliance monitoring, as well industry or market developments. Decisions regarding client investment asset allocations to unaffiliated investment advisers are reviewed by NTI oversight committees, with certain exclusions for unaffiliated investment adviser funds and ETFs. In making these decisions, NTI generally considers whether each selected investment adviser is appropriate for a client based on criteria germane to the investment objective, which includes, but is not limited to, legal, tax, regulatory and other considerations, such as a client or investment program’s investment objective, available capital, investment strategy, current investment account or portfolio and any diversification requirements. Clients who enter into an investment advisory or investment management agreement with NTI, also receive, at minimum, quarterly reports that include, but are not limited to, information regarding account performance during the immediately preceding quarter. Account holdings and transactions are available upon request. Clients may elect to receive these reports via email or online via a secure client website. NTI periodically meets with clients as requested to review investment objectives, performance and administrative matters. With respect to wrap fee program clients, the program Sponsor has primary responsibility for client communications and reporting. Separately, with respect to single contract retail accounts, in most relationships with intermediaries, the program sponsor or financial advisor has primary responsibility for client communications, reporting and reviewing client investment objectives and suitability for the selected strategy, as set forth in the written agreement. 9BItem 14: Client Referrals and Other Compensation NTI does not receive economic benefits, including sales awards or prizes from persons who are not clients. As discussed in Item 11.C. Other Conflicts of Interest, subject to the Northern Trust Asset Management Code of Ethics, exceptions may be made for nominal non-cash gifts, meals and refreshments and entertainment provided to NTI in relation to clients. NTI does not enter into referral agreements with unaffiliated persons for client referrals. 10BItem 15: Custody Generally, NTI does not maintain physical custody of client assets. However, in certain circumstances, NTI will be deemed to have custody of client assets when its affiliate, TNTC, serves as the client’s qualified custodian. NTI could also be deemed to have custody of certain private funds for which it serves as managing member or general partner. 49 NTAC:3NS-20  FORM ADV PART 2A Where NTI is deemed to have custody because its affiliate acts as the client’s qualified custodian, clients will receive account statements, at least quarterly, directly from the qualified custodian. Clients may also receive an account statement from NTI. Clients should compare the information contained in the account statements that they receive from their qualified custodian with those that they receive from NTI. NTI may also be deemed to have custody of client assets when it acts in any capacity that gives NTI legal ownership of or access to client assets, for example, when NTI serves as trustee, general partner or managing member for certain investment pools. Clients in such investment pools will receive the annual audited financial statements of the pool. Clients should review these statements carefully. If clients do not receive audited financial statements or they do not receive them in a timely manner, they should contact NTI immediately. NTI may be deemed to have custody of client assets when the client has authorized NTI to instruct the custodian of the account to disburse advisory fees to NTI. Additionally, under certain circumstances, NTI may also be deemed to have custody of client assets held by an unaffiliated custodian due to contractual provisions permitting NTI to instruct the disbursement or transfer of a client’s funds or securities. Such clients generally will receive account statements directly from their third-party custodians for the accounts. Clients are responsible for selecting the qualified custodian where their assets will be maintained and are under no obligation to use TNTC or any other NTI affiliate as the qualified custodian of their assets. 11BItem 16: Investment Discretion Generally, NTI receives discretionary investment authority from its clients to select the securities to be bought and sold, as well as the quantities of such securities, at the outset of the investment advisory relationship pursuant to written investment advisory agreements and guidelines. A client’s investment guidelines and restrictions thereto may limit NTI’s investment discretion. For investment pools, NTI’s discretionary investment authority may be limited or restricted by applicable law, regulation and governing documents. 12BItem 17: Voting Client Securities NTI has adopted the proxy voting policies and procedures applicable to Northern Trust Corporation and its affiliates (the “Northern Trust Proxy Voting Policy and Procedures”) which allow for the voting of proxies on behalf of client accounts for which NTI has voting discretion, utilizing either the Northern Trust Corporation’s proxy voting guidelines (“Proxy Guidelines”) or a third-party’s or custom proxy voting guidelines. Under the Northern Trust Proxy Voting Policy & Procedures, shares are to be voted in the best interests of clients. Conflicts of interest are addressed through various measures, including the establishment, composition, and authority of the Proxy Committee and the retention of the Proxy Voting Service to perform proxy review and vote recommendation functions. The proxy committee is responsible 50 NTAC:3NS-20  FORM ADV PART 2A for the content, interpretation, and application of the Proxy Guidelines and may apply these Proxy Guidelines with a measure of flexibility. NTI has retained an independent third-party proxy voting service (“Proxy Voting Service” or “Proxy Voting Services”) to review proxy proposals and to make voting recommendations to the Proxy Committee in a manner consistent with the Proxy Guidelines. The proxy committee will apply the Proxy Guidelines as discussed below to any such recommendation. The Proxy Guidelines provide that the proxy committee will generally vote for or against various proxy proposals, usually based upon certain specified criteria. As an example, the Proxy Guidelines provide that the proxy committee will generally vote in favor of: • Shareholder proposals in support of the appointment of a lead independent director; • Shareholder proposals requesting that the board of a company be comprised of a majority of independent directors; • Proposals to repeal classified boards and elect directors annually; • Shareholder proposals calling for directors in uncontested elections to be elected by an affirmative majority of votes cast where companies have not adopted a written majority voting (or majority withhold) policy; • Shareholder proposals that ask a company to submit its poison pill for shareholder ratification; • Shareholder proposals to lower supermajority shareholder vote requirements for charter and bylaw amendments; • Shareholder proposals to lower supermajority shareholder vote requirements for mergers and other significant business combinations, while taking into account ownership structure, quorum requirements, and vote requirements; • Management proposals to reduce the par value of common stock, while taking into account accompanying corporate governance concerns; • Management proposals to implement a reverse stock split, provided that the reverse split does not result in an increase of authorized but unissued shares of more than 100% after giving effect to the shares needed for the reverse split; • Proposals to approve an ESOP (employee stock ownership plan) or other broad based employee stock purchase or ownership plan, or to increase authorized shares for such existing plans, except in cases when the number of shares allocated to such plans is “excessive” (i.e., generally greater than ten percent (10%) of outstanding shares); and • Proposals requesting that a company take reasonable steps to ensure the pool of candidates from which board nominees are chosen or sought as part of routine board searches the company undertakes, contain a diversity of experience and background. The Proxy Guidelines also provide that the proxy committee will generally vote against: • Shareholder proposals requesting that the board of a company be comprised of a supermajority of independent directors; • Proposals to elect director nominees if it is a CEO who sits on more than two public boards or a non-CEO who sits on more than four public boards; 51 NTAC:3NS-20  FORM ADV PART 2A • Proposals to classify the board and for proposals to repeal classified boards and elect all directors annually; • Shareholder proposals requiring directors to own a minimum amount of a company stock in order to qualify as a director or to remain on the board; • Shareholder proposals to impose age and term limits unless the company is found to have poor board refreshment and director succession practices; • Proposals for multi-class exchange offers and multi-class recapitalizations; • Management proposals to require a supermajority shareholder vote to approve mergers and other significant business combinations, while taking into account ownership structure, quorum requirements, and vote requirements; • Management proposals to require a supermajority shareholder vote to approve charter and bylaw amendments; • Shareholder proposals to eliminate, direct, or otherwise restrict charitable contributions. For proxy proposals that under the Proxy Guidelines are to be voted on a case by case basis, the Proxy Committee provides supplementary instructions to the Proxy Service Firm to guide it in making voting recommendations. Except as otherwise provided in the Northern Proxy Voting Policy, the Proxy Committee may vote proxies contrary to the recommendations of the Proxy Voting Service if it determines that such action is in the best interests of NTI’s clients. In exercising its discretion, the Proxy Committee may take into account a wide array of factors relating to the matter under consideration, the nature of the proposal, and the company involved. As a result, the Proxy Committee may vote in one manner in the case of one company and in a different manner in the case of another. For example, past history of the company, the character and integrity of its management, the role of outside directors, and the company’s record of producing performance for investors justifies a high degree of confidence in the company and the effect of the proposal on the value of the investment. Similarly, poor past performance, uncertainties about management and future directions, and other factors may lead the proxy committee to conclude that particular proposals present unacceptable investment risks and should not be supported. In addition, the Proxy Committee also evaluates proposals in context. For example, a particular proposal may be acceptable standing alone, but objectionable when part of an existing or proposed package. Special circumstances may also justify casting different votes for different clients with respect to the same proxy vote. NTI or its affiliates may occasionally be subject to conflicts of interest in the voting of proxies due to business or personal relationships it maintains with persons having an interest in the outcome of certain votes. For example, NTI or its affiliates may provide trust, custody, investment advisory, brokerage, underwriting, banking and related services to accounts owned or controlled by companies whose management is soliciting proxies. Occasionally, NTI or its affiliates may also have business or personal relationships with other proponents of proxy proposals, participants in proxy contests, corporate directors or candidates for directorships. NTI may also be required to vote proxies for securities issued by NTC or its affiliates or on matters in which NTI or its affiliates have a direct financial interest, such as shareholder approval of a change in the advisory fees paid by a mutual fund advised by NTI. NTI seeks to address such conflicts of interest through various measures, including the establishment, composition and authority of the Proxy Committee and the retention of the Proxy 52 NTAC:3NS-20  FORM ADV PART 2A Voting Service to perform proxy review and vote recommendation functions. The Proxy Committee has the responsibility to determine whether a proxy vote involves a conflict of interest and how the conflict should be addressed in conformance with the Northern Trust Proxy Voting Policies & Procedures. The Proxy Committee may resolve such conflicts in any of a variety of ways, including without limitation the following: • Voting in accordance with the Proxy Guidelines based on recommendations of the Proxy Service Firm; • Voting in accordance with the recommendation of an independent fiduciary appointed for that purpose; • Voting pursuant to client direction by seeking instructions; or Voting pursuant to a “mirror voting” arrangement under which shares are voted in the same manner and proportion as shares over which NTI does not have voting discretion. The method selected by the proxy committee may vary depending on the facts and circumstances of each situation. NTI may choose not to vote proxies in certain situations. This may occur, for example, in situations where the exercise of voting rights could restrict the ability to freely trade the security in question, NTI receives untimely notice of shareholder meetings, there are requirements to vote proxies in person, or the cost to exercise the vote is expected to outweigh the benefit clients would derive by voting. In circumstances in which the Proxy Voting Service does not provide recommendations for a particular proxy, the Proxy Committee may obtain recommendations from analysts at NTI who review the issuer in question or the industry in general. The Proxy Committee will apply the Proxy Guidelines as discussed above to any such recommendation. Various accounts over which NTI has proxy voting discretion participate in securities lending programs administered by Northern Trust or a third party contracted by Northern Trust. Because title to loaned securities passes to the borrower, NTI will be unable to vote any security that is out on loan to a borrower on a proxy record date. If NTI has investment discretion, however, it reserves the right of the portfolio manager to instruct the lending agent to terminate a loan in situations where NTI believes the benefits of voting the security outweigh the costs of terminating the loan, consistent with the terms and conditions of NTI’s procedures for recall of securities out on loan. In such instances, NTI shall recall the shares on loan on a best efforts basis. Participants invested in certain pooled investment vehicles have the ability to select from a limited menu of proxy voting guidelines based on their specific needs or objectives. Where participants in an investment vehicle select different proxy voting guidelines, the votes will be applied proportionately by participant and may result in some participants voting differently than others based on the voting guidelines applied. For separately managed accounts where the client has engaged a third party securities lending agent outside the relationship the client has with NTI, the client is responsible for establishing its own policy and procedures with the securities lending agent to define the circumstances under which the securities lending agent shall terminate the loan and recall the shares in order for the client to vote those shares. The Northern Trust Proxy Voting Policies & Procedures and Proxy Guidelines are available upon request by contacting your investment relationship manager or NTI Compliance at: Northern Trust Investments, Inc. Attn: Compliance Department - Chief Compliance Officer 53 NTAC:3NS-20  FORM ADV PART 2A 181 W. Madison Street Chicago, Illinois 60603 Also, a client may obtain information on how NTI voted proxies on securities in the client’s account by contacting their investment relationship manager. Class Action Claims and Litigation Unless otherwise agreed with the client, NTI is not responsible for pursing class action claims, litigation, and/or bankruptcy claims. Additionally, NTI will generally not serve as a lead plaintiff in direct or class action litigation on behalf of clients. 13BItem 18: Financial Information NTI has no financial commitment that impairs its ability to meet contractual commitments to clients and has not been the subject of a bankruptcy proceeding. 54 NTAC:3NS-20  FACTS WHAT DOES NORTHERN TRUST DO WITH YOUR PERSONAL INFORMATION? Revised October 2022 Why? Financial companies choose how they share your personal information. Federal law gives consumers the right to limit some but not all sharing. Federal law also requires us to tell you how we collect, share and protect your personal information. Please read this notice carefully to understand what we do. What? The types of personal information we collect and share depend on the product or service you have with us. This information can include: • Social Security number and income • Account balances, transaction history and payment history • Loan and mortgage information • Credit history, credit scores and account transactions How? All financial companies need to share customers’ personal information to run their everyday business. In the section below, we list the reasons financial companies can share their customers’ personal information; the reasons Northern Trust chooses to share; and whether you can limit this sharing. Reasons we can share your personal information Does Northern Trust share? Can you limit this sharing? Yes No For our everyday business purposes – such as to process your transactions, maintain your account(s), respond to court orders and legal investigations, or report to credit bureaus Yes No For our marketing purposes – to offer our products and services to you, including carrying out statistical analysis and marketing research For joint marketing with other financial companies Yes No Yes No For our affiliates’ everyday business purposes – information about your transactions and experiences No We don’t share For our affiliates’ everyday business purposes – information about your creditworthiness For our affiliates to market to you Yes Yes For nonaffiliates to market to you No We don’t share • You may limit our use or sharing of information about you for marketing purposes by calling 877-265-3729, Monday through Friday, 7:00 AM to 9:00 PM Central Time and Saturday and Sunday, 7:00 AM to 3:30 PM Central Time; or by stopping in at one of our locations. To limit our sharing Please note: If you are a new customer, we can begin sharing your information 30 days from the date we sent this notice. When you are no longer our customer, we continue to share your information as described in this notice. However, you can contact us at any time to limit our sharing. Contact us at 877-265-3729. Questions? NTAC:3NS-20  Who we are Who is providing this notice? Northern Trust Company and its commonly owned affiliates and Northern Funds’ and 50 South Capital’s family of funds What we do How does Northern Trust protect my personal information? To protect your personal information from unauthorized access and use, we use security measures that comply with federal law. These measures include computer safeguards and secured files and buildings. For more information and helpful resources, visit Information and Data Security. We collect your personal information, for example, when you How does Northern Trust collect my personal information? • Seek financial or tax advice • Make deposits or withdrawals from your account • Open an account, apply for a loan or direct us to buy securities We also collect your personal information from others, such as credit bureaus, affiliates or other companies. Why can’t I limit all sharing? Federal law gives you the right to limit sharing only for • Affiliates’ everyday business purposes – information about your creditworthiness • Affiliates using your information to market to you • Nonaffiliates to market to you State laws and individual companies may give you additional rights to limit sharing. Your choices will apply only to you – unless you tell us otherwise. What happens when I limit sharing for an account I hold jointly with someone else? Definitions Affiliates Companies related by common ownership or control. They can be financial and nonfinancial companies. • Our affiliates include companies with a Northern Trust name; financial companies such as The Northern Trust Company, and Northern Trust Securities, Inc. Nonaffiliates Companies not related by common ownership or control. They can be financial and nonfinancial companies. • Northern Trust does not share your personal information with nonaffiliates so they can market to you. Joint marketing A formal agreement between nonaffiliated financial companies that together market financial products or services to you. • Our joint marketing partners are limited to the Northern Funds. *Member FDIC northerntrust.com Q30290 (10/22) NTAC:3NS-20