Introduction All references to “you” and “your” in this Form ADV Wrap Fee Program Brochure (“Brochure”) refer to prospective and existing investment advisory clients of Northern Trust Securities, Inc. (“NTSI”). References to “we,” “us” or “our” refer to NTSI. Reference to “Advisor(s)” refers to NTSI employees authorized by NTSI to offer investment advisory services to you. This disclosure brochure (“This Brochure”) provides important information about the wrap program, our services and business practices. Please read this brochure carefully before you open a managed account. NTSI is a wholly owned subsidiary of Northern Trust Corporation (“NTC”), a financial holding company that provides trust and investment management services, custody, brokerage, banking, asset servicing and fund administration services to individuals, families, corporations and institutions. The term “Northern Trust” refers to NTC and its affiliates. NTSI is a registered investment adviser with the Securities and Exchange Commission (“SEC”) offering investment advisory services to high net worth investors and certain institutional clients, including trusts, endowments, pension and profit-sharing plans, foundations and corporations. We are also a registered broker-dealer with the SEC and have been a member of the Financial Industry Regulatory Authority (“FINRA”) since 1993. Registration with the SEC does not imply a certain level of skill or training. NTSI provides investment advisory services to clients through the use of various managed account wrap fee program models (“Wrap Program”) which are all sponsored by NTSI and are managed by NTSI, Northern Trust Investments, Inc. (“NTI”), an affiliate of Northern Trust, and third party (unaffiliated) investment managers (collectively ”Wrap Program Investment Managers”). NTSI investment advisory clients invested in a Wrap Program account receive professional investment management by one or more Wrap Program Investment Managers. Wrap Program accounts may include direct ownership of securities, as well as mutual funds and/or exchange-traded funds (“ETF”)(collectively “Funds”) selected by the Wrap Program Investment Manager and may include Northern Trust proprietary and third-party unaffiliated Funds. NTSI has general oversight including review over the Wrap Programs and the Wrap Program Investment Managers. Wrap Program Investment Managers are carefully selected and monitored through an initial and ongoing review process by an NTSI governance committee. NTSI monitors compliance of the Wrap Program Investment Managers, both proprietary and third party with investment guidelines through regular governance reviews. The management of the Wrap Program accounts may be inconsistent with other accounts managed by Northern Trust or third-party unaffiliated Wrap Program Investment Managers even though they may have similar investment objectives and/or risk profiles. Northern Trust provides fiduciary and investment management services to various types of client accounts, including, but not limited to, registered and unregistered funds, separately managed accounts, custom investment portfolios and model accounts. The investment advice given to one client account or fund may differ from the investment advice given to another client account or fund and transactions that may be effected for the account of any one client or fund at prices, in amounts, or relating to securities that are not purchased or sold for other client accounts, meaning that purchases and sales implemented for other accounts will not necessarily be reflected in a Wrap Program account that follows the same or a substantially similar strategy. NTSI has entered into an agreement with Envestnet Asset Management, Inc. (“Envestnet”), a registered investment adviser, to operate the technology platform on which the Wrap Program functions. Envestnet, through the technology platform, may render investment advice to NTSI, the Advisor, and therefore indirectly to the client which may include asset allocation, investment manager and investment product recommendations based on client responses to the investor profile and questionnaire. NTSI is responsible for identifying appropriate model providers for its clients and in addition to the due diligence provided by Envestnet, also reviews and approves use of a model provider through its governance process. The model providers are responsible for constructing and managing, including rebalancing and changing fund investments within the models on a discretionary basis. NTSI and Envestnet are not affiliated and jointly provide Wrap Program account services to NTSI clients. NTSI in collaboration with the client will make the determination that the client would be a suitable participant in the Wrap Program offered by NTSI. Based on the results of your investor profile questionnaire and the investment objective(s) you designate, NTSI will recommend to you a model from a list of approved models. The models may include direct ownership of securities, as well as Northern Trust proprietary and third party unaffiliated mutual funds and ETFs. Envestnet is responsible for implementing the model on a discretionary basis, subject to any reasonable restrictions you may impose and acceptance by NTSI and the Wrap Program Investment Managers. NTSI will periodically review your Wrap Program account with you to monitor performance and provide guidance on the continued appropriateness of the chosen Wrap Program. Should your investment objectives or financial situation change, you will need to contact your Advisor immediately. Your managed account will be rebalanced periodically to maintain the asset allocation consistent with the chosen model. Certain models and Wrap Program accounts that follow the models will be allocated up to 100% among Northern Trust proprietary mutual funds and ETFs for which Northern Trust receives an investment management fee for its service. Where invested in proprietary mutual funds, Northern Trust 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 and ETFs. The fees are in addition to any investment advisory fee charged by NTSI. Portfolios utilizing proprietary mutual funds and ETFs present a conflict of interest because Northern Trust will receive more overall compensation when Northern Trust proprietary products are used. In general, our Wrap Program model accounts are designed for clients who want to: - Implement a long-term investment strategy; - Use the advice and guidance of a professional investment advisor on a discretionary basis; - Have an all-inclusive account that includes investment advice, portfolio management, custody, trading and execution services rather than accessing those services separately. Our Wrap Program model accounts may not be appropriate for you if you: - Have a short-term investment horizon; - Want to maintain high levels of cash, specific securities or concentrated positions; - Want liquidity and anticipate that you will take large withdrawals from the account; - Want to direct your own investments. Comparable investment products and services may be available at a lower cost on an “unbundled” basis by purchasing the component mutual funds and/or ETFs directly. Wrap Program Model Accounts NTSI offers three discretionary managed account wrap fee model programs, which offer multiple investment strategies and risk profiles. Program investments are managed in one or a series of Separately Managed Accounts, Fund Strategist Portfolios, or Strategist UMA, as further described below. All program types are discretionary types of accounts, which means your Advisor, the Wrap Program Investment Manager, and/or Envestnet can make allocation changes, or trades without your prior approval. Your NTSI advisory representative can change your asset allocation model, Wrap Program Investment Managers, or program account type without your prior approval based on your financial goals and investment objectives. Separately Managed Account (“SMA”) An SMA consists of a portfolio of assets managed by a professional investment firm and offers direct ownership of securities. An SMA can contain one or more Wrap Program Investment Managers with each investing according to a specific strategy. In an SMA each Wrap Program Investment Manager strategy is assigned to their own custodial account. The SMA may also contain mutual funds and exchange- traded funds, generally used to compliment the Wrap Program Investment Managers’ strategies employed within the SMA. Fund Strategist Portfolios (“FSP”)The FSP is a professionally managed mutual fund and exchange- traded fund asset allocation portfolio. A FSP can contain one or more Wrap Program Investment Managers with each investing according to a specific strategy. The Wrap Program Investment Manager is responsible for selecting the mutual funds and/or ETFs within a portfolio and for making changes to the funds selected. Each Wrap Program Investment Manager strategy is assigned to their own custodial account. Wrap Program Investment Managers in the FSP offer both Strategists directly contracted through us and Third-Party Money Managers contracted through Envestnet. The program may utilize Northern Trust proprietary and third party unaffiliated mutual funds and ETFs.
• The NTSI Meridian Program (“Meridian Program”), which is sponsored and managed by NTSI, utilizes Northern Trust proprietary mutual funds and ETFs, as well as third party unaffiliated mutual funds and ETFs.
• The NTSI Diversified Strategist Portfolios (‘DSP”) is sponsored by NTSI and invest exclusively in Northern Trust proprietary mutual funds and ETFs.
• The Blackrock Target Allocation Portfolio Program is sponsored by NTSI and invest exclusively in ETF portfolios managed by its affiliate, Blackrock Investment Management, LLC. Northern Trust products, including FlexShares ETFs, and Northern Funds, may represent up to 100% of the portfolio holdings. With respect to such funds, NTI and its affiliates provide investment advisory, custodial, administrative, shareholder support and other services and receive fees. Such investments present a conflict of interest because Northern Trust, an affiliate, or a related person has a financial interest in the transaction. Strategist UMA: A Strategist UMA is an account managed by one investment strategist (“Strategist”). Based on your financial goals and investment objectives, NTSI will work with you to select a strategist portfolio. Strategists will create portfolios that may invest in mutual funds, ETFs or SMAs managed by the Strategist or other investment managers. The Strategist is responsible for selecting the program investments within a portfolio and for making changes to the account at their discretion. Overlay management is provided to coordinate the trading activities of Strategists, rebalancing, and optional tax management and socially responsible services. Establishment of a Wrap Program Account NTSI in collaboration with the client selects a Wrap Program or multiple Wrap Programs from among an approved list of Wrap Programs eligible for use by your Advisor consistent with, but not limited to, the agreed-upon client investment objectives, guidelines, risk tolerances and client preferences and restrictions. The initial investment and any reallocations made to your managed account will occur consistent with any reasonable investment restrictions you may have established and will be facilitated utilizing Envestnet’s portfolio management tools. To open a Wrap Program account, which is a model program that utilizes Northern Trust proprietary and third party unaffiliated mutual funds and ETFs, you must enter into an investment advisory agreement with NTSI. Transactions for your Wrap Program account will be executed by National Financial Services, LLC (“NFS”), who will also serve as administrator and custodian of your account. Prior to recommending any Wrap Program account we must use reasonable diligence to learn essential information about your financial situation to determine if the Wrap Program is appropriate for you. At the time we offer you our advisory services, our Advisors will ask questions about and seek to understand your current financial situation, investment goals, investment experience and your current investment portfolio. Generally, this may be accomplished through one or more meetings with you, during which you will be asked questions that will allow you and the Advisor a to accurately complete an investor profile and questionnaire. The questionnaire is meant to assist NTSI and you to: (1) jointly determine whether an advisory program is suitable for you; (2) develop an appropriate asset allocation; (3) gain an understanding of your risk tolerance at the time you completed the questionnaire; (4) determine your investment time horizon; and (5) understand your requirements for investment income. Based upon this information, our joint understanding of your goals, investment objective(s) and direction, an Advisor may make a recommendation to invest all or a portion of your assets into a Wrap Program account. You will be provided the ability to invest in one or more portfolios in the Meridian Program with a variety of investment strategies and risk levels (“Meridian Program Account”). One of the portfolios will consist solely of third-party ETFs and will be the only portfolio available to qualified plans as defined by the Employee Retirement Income Security Act of 1974. If there has been a change in your investment objective(s) or financial situation, please advise your Advisor immediately. Different types of investments, asset classes and investment strategies involve varying levels of risk. Strategy Specific Risks Active Equity and Passive Equity Generally, prices of equity securities are more volatile than prices of fixed income securities. Risks associated with investing in equity securities include and are not limited to the following: Foreign Securities Risk: Investing in 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, political, diplomatic, currency exchange rate, financial and regulatory factors. Foreign governments also may impose limits on investment and repatriation and impose taxes. Any of these events could cause the value of the investment to decline. 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 country or region. Small- and Mid-Cap Stock Risk: Stocks of smaller or mid-sized companies may be subject to more abrupt or erratic market movements than stocks of larger, more established companies. Small and mid- sized companies may have limited product lines or financial resources or may be dependent upon a small or inexperienced management group, and their securities may trade less frequently and in lower volume than the securities of larger companies. This could lead to higher transaction costs. Generally, the smaller the company size, the greater the risk. Stock Market Risk: Investments in equity securities are subject to fluctuations in the stock market, which has periods of increasing and decreasing values. Growth Style Risk: Due to growth stocks’ relatively high valuations, they are typically more volatile than value stocks. 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. Value Style Risk: 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 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. Emerging Market Risk: Securities of issuers located or doing substantial business in emerging markets are often subject to rapid and large changes in price. Emerging markets tend to be more volatile and less liquid than the market of more mature economies, and generally have less diverse and less mature economic structures and less stable political systems than those of developed countries. Active Fixed Income, Liquidity and Passive Fixed Income Fixed income securities are subject to various risks, the most prominent of which are credit risk and interest rate risk. These risks can affect a security's price volatility to varying degrees, depending upon the nature of the instrument. Risks associated with investing in fixed income securities include and are not limited to the following: Interest Rate/Maturity Risk: Prices of fixed income securities rise and fall in response to changes in interest rates paid by similar securities. Generally, when interest rates rise, prices of fixed income securities fall. This risk is generally lower for assets that have shorter-weighted maturities. The magnitude of this decline will often be greater for longer-term fixed income securities than shorter-term fixed income securities. Foreign Securities Risk: Investing in 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, political, diplomatic, currency exchange rate, financial and regulatory factors. Foreign governments may also impose limits on investment and repatriation and impose taxes. Any of these events could cause the value of the investment to decline. 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 country or region. Emerging Market Risk: Securities of issuers located or doing substantial business in emerging markets are often subject to rapid and large changes in price. Emerging markets tend to be more volatile and less liquid than the market of more mature economies, and generally have less diverse and less mature economic structures and less stable political systems than those of developed countries. Credit (or Default) Risk: An issuer or guarantor of a fixed income security, or counterparty to a repurchase or other transaction, will be unwilling or unable to meet its payment or other financial obligations, adversely affecting the investment’s value and returns. Changes in the credit rating of a debt security could have a similar effect. Call Risk: If a fixed income security is redeemed by the issuer before maturity, the portfolio may have to reinvest the proceeds in securities that pay a lower interest rate, which may decrease the client account’s overall yield. Liquidity Risk: Liquidity risk is the risk that the client’s account may not be able to sell or buy a security or close out an investment contract at a favorable price or time. As a result, the client account may have to accept a lower price to sell a security, sell other securities to raise cash or give up an investment opportunity, any of which could have a negative effect on the account’s performance. Asset Backed/Mortgage-Backed Securities Risk: Asset backed, and mortgage-backed securities are subject to the risk of prepayment. A client account’s yield will be reduced if cash from prepaid securities is reinvested in securities with lower interest rates. The risk of prepayment also may decrease the value of mortgage-backed securities. Asset backed securities may have a higher level of default and recovery risk than mortgage-backed securities. Both types of securities may decline in value because of mortgage foreclosures or defaults on the underlying obligations. Credit risk is greater for mortgage-backed securities that are subordinated to another security. High Yield Securities Risk: High yield securities tend to be more sensitive to economic conditions than higher-rated securities and generally involve more credit risk. The risk of loss due to default by an issuer of high yield securities is significantly greater than issuers of higher-rated securities because such securities are generally unsecured and are often subordinated to other creditors. An account may have difficulty disposing of certain high yield securities because there may be a thin trading market for such securities. Municipal Securities Risk: Certain types of municipal bonds are subject to risks based on factors, including economic and regulatory developments, changes or proposed changes in the federal and state tax structure, deregulation, court rulings and other factors. The value of municipal securities may be affected more by supply and demand factors or the creditworthiness of the issuer

than by market interest rates. Repayment of municipal securities depends on the ability of the issuer or project backing such securities to generate taxes or revenues. There is a risk that the interest on an otherwise tax-exempt municipal security may be subject to federal income tax. Asset Allocation Risk: Allocation of assets among the various asset classes and market segments may cause underperformance relative to other strategies with similar investment objectives. Investment in any one asset class may cause the strategy to be subject to greater risk than a more diversified strategy. Cybersecurity Risks: The investment adviser 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 the investment adviser, and its service providers, or the issuers of investment securities, have the ability to cause disruptions and negatively impact the investment adviser’s business operations, potentially resulting in financial losses to client accounts. With the increased use of the Internet and because information technology (“IT”) systems and digital data underlie most of the investment adviser’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. Among other situations, disruptions (for example, pandemics and health crises) that cause prolonged periods of remote work or significant employee absences at service providers could impact the ability to conduct operations. 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. NTSI is an affiliate 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, NTSI could become more vulnerable to cyber-attack(s). Additionally, the computer, communications, data processing, networks, backup, business continuity or other operating, information or technology systems, including those that TNTC outsources to other providers, may fail to operate properly or become disabled, overloaded or damaged as a result of a number of factors. These factors could include events that are wholly or partially beyond our control and may develop into a negative influence on NTSI’s ability to conduct business activities. 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, NTSI may be unable to anticipate these techniques or to implement adequate preventative measures. NTSI 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. NTSI’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 NTSI’s or its clients’ proprietary and confidential information, resulting in the theft, loss, destruction, gathering, monitoring, or other misappropriation of this information. NTSI 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 NTSI to reconstruct lost data or reimburse clients for data and credit monitoring services, both costly endeavors that result in a negative impact on NTSI’s business and reputation. Further, even if not directed at NTSI, 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 NTIS’s business. Due to NTSI’s interconnectivity with third-party vendors, advisers, central agents, exchanges, clearing houses and other financial institutions, NTSI 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. NTSI also routinely transmits and receives personal, confidential or proprietary information by email and other electronic means. NTSI collaborates with clients and third parties to develop secure transmission capabilities and protect against cyber-attacks. 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 the investment adviser 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. Assets Under Management As of December 31, 2023, we managed $1,026,259,255 on a discretionary basis. Fees and Compensation Wrap clients generally pay an investment advisory fee based on a percentage of the market value of the assets managed by NTSI. Fees may vary as a result of negotiations, discussions and/or factors that may include the circumstances of the investor, account size, investment strategy, account servicing requirements, the size and scope of the overall relationship with the Northern Trust or certain consultants, or as may be otherwise agreed with specific clients on a case-by-case basis. NTSI is compensated for investment management services provided to its clients. The table below shows our fee ranges categorized by the amount of total assets in the account. Wrap Program Advisory Fees (Assets under management) Annual Fee First $500,000 1.25% Next $500,000 1.00% Next $4,000,000 0.85% Assets over $5,000,000 0.75% Optional Tax and/or Overlay Services are assessed a fee on all assets in addition to the account asset management fee. Accounts employing both Tax Overlay Services and Impact Overlay Services will be charged only one overlay service fee. The table below shows our fee ranges categorized by the amount of total assets in the account. Overlay Service Fees (Assets under management) Annual Fee First $10Mil 0.10% $10Mil - $25Mil 0.08% Assets over $25Mil 0.05% In addition to the advisory services fee, individual investments held in your managed account are subject to product level fees, which are separate from and in addition to the advisory services fee. Product level fees vary depending on the assets, investment manager and strategy in which the Wrap Program account is invested. When Northern Trust investment products are included in a model portfolio Northern Trust will earn greater fees. You will also bear a proportionate share of any fees associated with American Depository Receipts (ADRs), Global Depository Receipts (GDRs) and Real Estate Investment Trusts (REITs) in which your assets are invested and in some cases, where applicable, also bear any fees and expenses associated with converting non-US securities into ADR or GDRs. A client must maintain a minimum account balance and accounts are subject to a minimum annual fee. The minimum account balance and minimum annual fee vary by the Wrap Program. Your Advisor will work with you to determine for which Wrap Program you meet the minimum investment required. Minimum required balances and minimum annual fees for each Wrap Program are summarized in the table below. Wrap Fee Model Program Minimum Account Balance Range Minimum Annual Fees Separately Managed Account (“SMA”) From $40,000 to $1,000,000 $500 Fund Strategist Portfolios (“FSP”) From $20,000 to $50,000 From $250 to $625 Strategist UMA From $250,000 to $2,000,000 $3,125 Your annual fee will be deducted from your managed account monthly, in advance. If you do not have sufficient cash in your managed account at the time the fee is to be deducted, you authorize and direct NTSI to sell funds or ETFs and other securities in the account in an amount necessary to satisfy the debit balance. Taxable gains or losses, redemption fees and sales charges may be assessed upon the sale or redemption of funds, ETFs or other securities in the managed account are as outlined in the applicable individual fund prospectus. These fees and expenses may negatively affect the performance of your managed account. A portion of your fee is paid to us for our advisory services. The wrap account fee also covers payments made to Envestnet, model providers and NFS, as well as applicable brokerage and transactions charges associated with placing trades in your account. Your managed account may also be eligible for additional discounting based on combined household assets. We reserve the right, at our sole discretion, to negotiate contracts with different or modified fee arrangements than that described above. Please be aware that even if your managed account falls below the stated minimums, the minimum fee will be assessed each month. Employees and retirees of Northern Trust, and their immediate family members, will be charged an annual fee of 0.75%, subject to stated annual minimum fees. Mutual funds and ETFs held in your managed account may impose internal administrative charges, fees or expenses, which may include management and administrative fees, 12b-1 fees and related servicing or marketing expenses, sub-transfer agent fees, deferred sales charges and other fees or expenses. Certain of these fees may not be billed to you directly but could affect the returns on individual mutual funds or ETFs held in your managed account. Please consult the applicable prospectus or statement of additional information relating to your underlying investments for more information. We reserve the right to charge you for any special services. These services may include, among others, wire transfers and overnight mail and are set forth in an exhibit to the Account application. If you deposit assets into the managed account after the first business day of a calendar month and subsequently withdraw assets prior to the end of the same month, we will pro-rate the fee based upon the number of days during the month assets were held in the managed account. For valuation purposes, we will treat the assets as if they were held as of the end of the month. Upon termination of your managed account, any unearned fees will be promptly refunded to you while any unpaid fees will remain due and payable. If your managed account balance falls below the minimum account balance, your Advisor will contact you to determine whether you wish to invest additional funds to reach the minimum requirement or whether your financial objectives would be better served in a different investment solution. If your managed account falls below the minimum your Advisor may offer you the option of converting your managed account into a brokerage account serviced by NTSI for which you may transfer the remaining mutual funds or ETFs from the managed account into the brokerage account. Any purchases or sales of securities, including the transferred mutual funds or ETF’s, effectuated through an NTSI brokerage account would be subject to the standard brokerage commission rates in effect at that time. NFS will withdraw the relevant fee directly from your managed account. The debited amount will normally be drawn from any cash balance in your managed account. If insufficient cash exists, we will sell shares of funds or ETFs in the managed account to raise cash for payment of fees, a circumstance that may cause you to incur a capital gain or a loss for tax purposes. Client Exclusions and Security Restrictions Subject to approval by us, you may have the opportunity to impose certain restrictions on specific mutual funds and ETFs held within your managed account. However, such restrictions:(i) cannot be imposed on the management of any mutual fund or ETF, or on the underlying investments held within either; or (ii) may be limited to a certain percentage of the overall holdings in the managed account. If you request exclusion of a specific mutual fund or ETF from your managed account, assets from any such excluded investment will be proportionately allocated among the remaining non-restricted investments in the managed account You understand that any investment restrictions are subject to approval and acceptance by NTSI and/or the model provider and acknowledge that any investment restrictions may cause your asset allocation and investment performance to differ significantly from other client accounts and model benchmarks that do not have such restrictions, possibly producing poorer investment performance results. In general, Client restrictions and special instructions relating to investment strategies, sectors or securities apply only to direct investments through a locally managed or separately managed account and do not restrict Northern Trust or a third-party investment manager from investing in mutual funds, exchange- traded funds or other pooled investment vehicles that may invest in a client-restricted asset class, sector or security. Proprietary Investments – Initial Funding and Concentration Risk Northern Trust may provide initial funding for establishing proprietary Northern Trust Funds, including exchange traded funds, mutual funds and private funds (i.e., partnerships and limited liability companies). Such initial funding by Northern Trust is subject to internal governance and applicable regulations. When establishing proprietary Northern Trust Funds, Northern Trust and/or their client accounts may hold all or a majority (up to a 100%) of the securities of the proprietary Northern Trust Fund. Northern Trust may sell their initial funding securities at any time without notice, subject to applicable governing documents and regulations. Northern Trust has an incentive to sell their initial funding securities and the sale may have a negative impact on the Northern Trust Fund and remaining investors. A large redemption by Northern Trust could among other things significantly reduce the assets of the Northern Trust Fund potentially affecting expense ratios, market prices, liquidity and viability. Northern Trust may exercise its discretionary investment authority to invest client assets to establish proprietary Northern Trust Funds or to invest client assets in newly established proprietary Northern Trust Funds where Northern Trust has provided initial funding. Northern Trust may have an incentive to allocate client assets to establish proprietary Northern Trust Funds. As a result, Northern Trust may have investment discretion over a significant percentage of assets in a proprietary Northern Trust Fund. A large redemption by Northern Trust of client assets could among other things significantly reduce the assets of the Northern Trust Fund potentially affecting expense ratios, market prices, liquidity and viability. Northern Registered Funds: Northern Registered Funds are registered under the Investment Company Act of 1940 and include both mutual funds and exchange traded funds. Northern Trust employees, including senior officers, may personally invest in Northern Registered Funds. Management Fees: Northern Trust will receive a fee for managing the Northern Registered Funds. Such fund level fees are paid by investors and will be charged in addition to any applicable separate client account level fees paid to Northern Trust as compensation for investment management and advisory services provided to clients. As such, Northern Trust may receive more total compensation when a client account is invested in the Northern Registered Funds than when it is invested in third party investment products and Northern Trust, therefore, has a conflict of interest when it invests client accounts in Northern Registered Funds. Other Fees and Expenses: All Northern Registered Funds have various fund product level fees and other expenses that are borne by the investor. Northern Trust may receive administrative, custodian, transfer agent and servicing fees for providing services to the Northern Registered Funds. These payments may be made by sponsors of the Northern Registered Funds (including Northern Trust) or by the funds themselves and may be based on the market value of the fund position held in the client account. Such fund level fees are paid by investors and will be charged in addition to the account level fees clients pay to Northern Trust as compensation for its investment management and advisory services. In general, Northern Trust utilizes its own investment products because they align with Northern Trust’s forward-looking views, its familiarity with the investment and operational processes, as well as a shared risk and compliance philosophy. It is expected that the proportion of Northern Trust investment products held in client accounts may be high (in fact, up to 100 percent) subject to client-specific considerations or restrictions and applicable law. Northern Trust will receive more overall compensation when Northern Trust managed products are used. The Meridian Program and some Model Portfolios, in part, involve the investment of assets into Northern Trust proprietary mutual funds and/or ETFs. The Wrap Program Investment Managers that recommend a managed account to you receive compensation based upon your participation in that Meridian Program. Since the compensation paid to your Wrap Program Investment Managers may be more than what the Wrap Program Investment Managers would receive if you paid separately for investment advice, brokerage, and other services, the Wrap Program Investment Managers may have a financial incentive to recommend a managed account to you over other investment options. Understanding the potential conflict that exists in this situation, we review managed accounts annually to determine whether investments in the Meridian Program are suitable and in accordance with the financial objectives of our clients. In determining whether to establish a managed account, you should be aware that the overall cost to you of investing in a managed account may be higher or lower than the cost you might incur by purchasing separately the types of services included in the Meridian Program. To meaningfully compare the cost of the Meridian Program with unbundled services, you should consider standard advisory and mutual fund management fees that would be charged by us or other investment advisers. Accordingly, a managed account may not be suitable for you if you only want to purchase mutual fund or ETF shares through a brokerage account. Northern Trust provides fiduciary and investment management services to various types of client accounts including Northern Trust Funds. The investment advice given to one client account or fund may differ from the investment advice given to another client account or fund and transactions may be affected for the account of any client or fund at prices, in amounts, or relating to securities that are not purchased or sold for other client accounts.