To derive the
Underlying Index, NTI, acting in its capacity as the index provider (the “Index Provider”) ranks all constituents of the Parent Index using a Northern Trust proprietary quality factor. This factor is a
quantitative ranking based on: (a) management efficiency (e.g., corporate finance
activities); (b) profitability (e.g., reliability and sustainability of financial performance); and (c) cash flow (e.g., cash flow generation). The Index Provider then excludes the lowest quintile of constituents
ranked according to the quality factor and uses an optimization process to select and
weight eligible securities in order to (a) seek to reduce overall portfolio volatility and (b) maximize the overall quality factor relative to the Parent Index. The optimization also includes sector, industry
group, style factor, single-security weight, historical beta (i.e., market sensitivity,
relative to the Parent Index), liquidity and turnover constraints so that these characteristics of the Underlying Index vary within acceptable bands relative to the Parent Index.
As of December 31, 2025, the Underlying Index was comprised of 108 constituent securities with market capitalizations ranging from $4.0 billion to $4.5
trillion. The Underlying Index is reconstituted quarterly. The Fund generally
reconstitutes its portfolio in accordance with the Underlying Index.
NTI uses a “passive” or indexing approach to try to achieve the Fund’s
investment objective. Unlike many investment companies, the Fund does not try to “beat” the index it tracks and does not seek temporary defensive positions when markets decline or appear
overvalued.
NTI uses a representative sampling strategy to manage the Fund. “Representative
sampling” is investing in a representative sample of securities that collectively has an investment profile similar to the Underlying Index. The Fund may or may not hold all of the securities that
are included in the Underlying Index. The Fund reserves the right to invest in
substantially all of the securities in its Underlying Index in approximately the same proportions (i.e., replication) if NTI determines that it is in the best interest of the Fund.
Under normal circumstances, the Fund will invest at least 80% of its total assets (exclusive of
collateral held from securities lending) in the securities of the Underlying Index. The
Fund may also invest up to 20% of its assets in cash and cash equivalents, including shares of money market funds advised by NTI or its affiliates, futures contracts and options on futures contracts, as well
as securities not included in the Underlying Index, but which NTI believes will help
the Fund track its Underlying Index.
The Underlying Index
is created and sponsored by NTI, as the Index Provider. NTI also serves as the investment
adviser to the Fund. The Index Provider determines the composition and relative
weightings of the securities in the Underlying Index and publishes information regarding the market value of the Underlying Index.
The Fund may lend securities representing up to one-third of the value of the Fund’s total assets (including the value of the collateral
received).
Industry Concentration Policy. The Fund will concentrate its investments (i.e., hold 25% or more of its total assets) in a particular industry or group of
industries to approximately the same extent that the Underlying Index is concentrated.
As of December 31, 2025, the Underlying Index was concentrated in the Information Technology sector. The components of the Underlying Index, and the degree to which these components represent certain
industries or sectors, may change over time.
As with any investment, you could lose all or part of your investment in the Fund, and the
Fund’s performance could trail that of other investments. The Fund is subject to certain risks, including the principal risks noted below, any of which may adversely affect the
Fund’s net asset value (“NAV”), trading price, yield, total return and ability to meet its investment objective. Each risk noted below is considered a principal risk of investing in
the Fund, regardless of the order in which it appears. The significance of each risk
factor below may change over time and you should review each risk factor carefully.
Equity Securities Risk is the risk that the values of the equity securities owned by the Fund may be more volatile and underperform other asset classes and the general securities markets.
Low Volatility Risk is the risk that although the Underlying Index is designed to have overall volatility that is lower
than that of the Parent Index, there is no guarantee it will be successful. Securities
or other assets in the Fund’s portfolio may be subject to price volatility and the prices may not be any less volatile than the market as a whole and could be more volatile. The market prices of
the securities or other assets in the Fund’s portfolio may fluctuate, sometimes
rapidly and unpredictably. The Fund will continue to seek to track the Underlying Index even if the Underlying Index does not have lower overall volatility than the Parent Index. There is also the risk that the
Fund may experience volatility greater than that of the Parent Index as a result of