UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM N-CSR
CERTIFIED SHAREHOLDER REPORT OF REGISTERED
MANAGEMENT INVESTMENT COMPANIES
Investment Company Act file number 811-22611
NT Equity Long/Short Strategies Fund
(Exact name of registrant as specified in charter)
50 South LaSalle Street
Chicago, IL 60603
(Address of principal executive offices) (Zip code)
Robert DiCarlo,
President and Principal Executive Officer
NT Equity Long/Short Strategies Fund
50 South LaSalle Street
Chicago, IL 60603
(Name and address of agent for service)
Registrant’s telephone number, including area code: (312) 630-6000
Date of fiscal year end: March 31
Date of reporting period: March 31, 2014
Item 1. Reports to Stockholders.
2
NT EQUITY LONG/SHORT STRATEGIES FUND
TABLE OF CONTENTS
NOT FDIC INSURED
May lose value/No bank guarantee
| | | | |
ANNUAL REPORT | | 1 | | NT EQUITY LONG/SHORT STRATEGIES FUND |
NT EQUITY LONG/SHORT STRATEGIES FUND
STATEMENT OF ASSETS AND LIABILITIES | MARCH 31, 2014 |
| | | | |
Rounded to thousands, except per unit data | | | |
ASSETS: | | | | |
Investments in Sub-Funds, at fair value (Cost $73,743,000) | | | $90,170,000 | |
Cash and cash equivalents | | | 91,000 | |
Deposit on pending investments in Sub-Funds | | | 16,500,000 | |
Receivable for Sub-Funds sold | | | 8,839,000 | |
Receivable for fund shares sold | | | 3,000 | |
Prepaid and other assets | | | 9,000 | |
Total Assets | | | 115,612,000 | |
LIABILITIES: | | | | |
Capital subscriptions received in advance | | | 10,370,000 | |
Payable for fund shares redeemed | | | 300,000 | |
Payable to affiliates: | | | | |
Investment management fees | | | 299,000 | |
Administration fees and expenses | | | 10,000 | |
Custody and accounting fees | | | 3,000 | |
Transfer agent fees and expenses | | | 1,000 | |
Trustee fees and expenses | | | 7,000 | |
Borrowings payable | | | 5,500,000 | |
Other accrued liabilities | | | 210,000 | |
Total Liabilities | | | 16,700,000 | |
Net Assets | | | $98,912,000 | |
ANALYSIS OF NET ASSETS: | | | | |
Net capital | | | $83,124,000 | |
Accumulated net investment loss | | | (3,431,000 | ) |
Accumulated undistributed net realized gain | | | 2,792,000 | |
Net unrealized appreciation (depreciation) on investments | | | 16,427,000 | |
Net Assets | | | $98,912,000 | |
| |
Units Outstanding (unlimited authorization) | | | 8,029,000 | |
| |
Net Asset Value, Per Unit | | | $12.32 | |
See Notes to the Financial Statements.
| | | | |
NT EQUITY LONG/SHORT STRATEGIES FUND | | 2 | | ANNUAL REPORT |
SCHEDULE OF INVESTMENTS
NT EQUITY LONG/SHORT STRATEGIES FUND | MARCH 31, 2014 |
| | | | | | | | |
| | | | | VALUE (ROUNDED TO THOUSANDS) | |
SUB-FUNDS – 91.2% | | | | | | |
| | |
Emerging Markets – 8.6% | | | | | | | | |
| | |
(Cost $6,994,000) | | | | | | | | |
| | |
Discovery Global Opportunity Partners, L.P. | | | | | | | $8,515,000 | |
| | |
Long/Short Equity – 29.2% | | | | | | | | |
| | |
(Cost $19,686,000) | | | | | | | | |
| | |
Broadfin Healthcare Fund, L.P. | | | | | | | 8,802,000 | |
| | |
Consonance Capital Investors, L.P. | | | | | | | 4,654,000 | |
| | |
Lakewood Capital Partners, L.P. | | | | | | | 8,334,000 | |
| | |
Trian Partners, L.P. | | | | | | | 7,078,000 | |
| | | | | | | 28,868,000 | |
| | |
Non-U.S. Equity Hedge – 30.9% | | | | | | | | |
| | |
(Cost $26,172,000) | | | | | | | | |
| | |
Cooper Square Fund, L.P. | | | | | | | 7,990,000 | |
| | |
Eb Asia Absolute Return Fund Limited | | | | | | | 6,304,000 | |
| | |
Pelham Long/Short Fund, L.P. | | | | | | | 9,308,000 | |
| | |
Zebedee Focus Fund Limited | | | | | | | 6,951,000 | |
| | | | | | | 30,553,000 | |
| | |
U.S. Equity Hedge – 22.5% | | | | | | | | |
| | |
(Cost $20,891,000) | | | | | | | | |
| | |
Black Diamond Thematic, L.P. | | | | | | | 6,583,000 | |
| | |
The Collectors’ Qualified Fund, L.P. | | | | | | | 7,117,000 | |
| | |
Sheffield Institutional Partners, L.P. | | | | | | | 5,987,000 | |
| | |
Tourbillon Global Equities, LLC | | | | | | | 2,547,000 | |
| | | | | | | 22,234,000 | |
Total Investments in Sub-Funds | | | | | | | | |
(Cost $73,743,000) | | | | | | | $90,170,000 | |
| | | | | | | | |
| | NUMBER OF SHARES | | | VALUE (ROUNDED TO THOUSANDS) | |
CASH EQUIVALENT – 0.1% | | | | | | |
| | |
Northern Institutional Funds – Diversified Assets Portfolio, 0.01%(1)(2) | | | 91,000 | | | | $91,000 | |
Total Cash Equivalent | | | | | | | | |
(Cost $91,000) | | | | | | | $91,000 | |
| | | | | | | | |
TOTAL INVESTMENTS – 91.3% | | | | | | | | |
(Cost $73,834,000) | | | | | | | $90,261,000 | |
| | |
Other Assets less Liabilities – 8.7% | | | | | | | 8,651,000 | |
NET ASSETS – 100.0% | | | | | | | $98,912,000 | |
(1) | Investment in affiliated Portfolio. Northern Trust Investments, Inc. is the investment adviser to the Fund and the investment adviser to the Diversified Assets Portfolio of the Northern Institutional Funds. |
(2) | At March 31, 2013, the value of the Fund’s investment in the Diversified Assets Portfolio of the Northern Institutional Funds was approximately $1,543,000 with net sales of approximately $1,452,000 during the fiscal year ended March 31, 2014. |
Percentages shown are based on net assets.
Sub-Fund investments are non-income producing.
At March 31, 2014, the investment strategies of Sub-Funds as a percentage of the Fund’s net assets were as follows:
| | | | |
STRATEGY WEIGHTINGS | | PERCENTAGE | |
Emerging Markets | | | 8.6% | |
Long/Short Equity | | | 29.2 | |
Non-U.S. Equity Hedge | | | 30.9 | |
U.S. Equity Hedge | | | 22.5 | |
Cash Equivalent and Other Assets Less Liabilities | | | 8.8 | |
| |
Total | | | 100.0% | |
At March 31, 2014, the Fund’s Sub-Funds investments were domiciled as follows:
| | | | | | | | |
COUNTRIES | | COST | | | VALUE | |
Cayman Islands – 13.4% | | | $11,811,000 | | | | $13,255,000 | |
United States – 77.8% | | | 61,932,000 | | | | 76,915,000 | |
| | |
Total | | | | | | | $90,170,000 | |
Various inputs are used in determining the value of the Fund’s investments. These inputs are summarized in three levels listed below:
Level 1 – Unadjusted quoted market prices in active markets for identical investments on the measurement date and on an ongoing basis.
Level 2 – Other observable inputs. The Fund utilized the following valuation technique on Level 2 investments: The Fund valued certain investments at fair value, which in turn is based on valuation data obtained from the Sub-Funds directly, for which those investments may have a redemption period of 90 days or less and a notification period of 90 days or less.
Level 3 – Valuation based on inputs that are unobservable and significant. The Fund may utilize the following valuation technique when Level 3 investments are present: The Fund may value certain investments at fair value, which in turn is based on valuation data obtained from the Sub-Funds directly, for which those investments may have a redemption period of 90 days or greater and a notification period of 90 days or greater, a side-pocket agreement, a lock-up period, or have implemented other restrictions on liquidity.
The inputs or methodologies used for valuing securities are not necessarily an indication of the risk associated with investing in those securities and other financial instruments, if any. The following is a summary of the leveling inputs used in valuing the Fund’s investments, which are carried at fair value, as of
March 31, 2014.
| | | | | | | | | | | | | | | | |
INVESTMENTS | | LEVEL 1 (000s) | | | LEVEL 2 (000s) | | | LEVEL 3 (000s) | | | TOTAL (000s) | |
Sub-Funds | | | | | | | | | | | | | | | | |
Emerging Markets | | | $– | | | | $8,515 | | | | $– | | | | $8,515 | |
Long/Short Equity | | | – | | | | 27,267 | | | | 1,601 | | | | 28,868 | |
Non-U.S. Equity Hedge | | | – | | | | 28,339 | | | | 2,214 | | | | 30,553 | |
U.S. Equity Hedge | | | – | | | | 22,234 | | | | – | | | | 22,234 | |
Cash Equivalent | | | 91 | | | | – | | | | – | | | | 91 | |
Total | | | $91 | | | | $86,355 | | | | $3,815 | | | | $90,261 | |
The Fund discloses all transfers between levels based on valuations at the end of each reporting period. At March 31, 2014, there were no transfers between Level 1, Level 2, or Level 3 based on levels assigned to the securities on March 31, 2013.
See Notes to the Financial Statements.
| | | | |
ANNUAL REPORT | | 3 | | NT EQUITY LONG/SHORT STRATEGIES FUND |
SCHEDULE OF INVESTMENTS
NT EQUITY LONG/SHORT STRATEGIES FUND continued | MARCH 31, 2014 |
The following is a reconciliation of investments in which significant unobservable inputs (Level 3) were used in determining fair value:
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | BALANCE AS OF 3/31/13 (000s) | | | REALIZED GAINS/ (LOSSES) (000s) | | | CHANGE IN UNREALIZED APPRECIATION/ DEPRECIATION (000s) | | | PURCHASES (000s) | | | SALES (000s) | | | TRANSFERS INTO LEVEL 3 (000s) | | | TRANSFERS OUT OF LEVEL 3 (000s)* | | | BALANCE AS OF 3/31/14 (000s) | | | CHANGE IN UNREALIZED APPRECIATION/ (DEPRECIATION) FROM INVESTMENTS STILL HELD AT 3/31/14 (000s) | |
| |
Sub- Funds | | | | | |
| | | | | | | | | |
Long/Short Equity | | $ | – | | | $ | – | | | $ | 601 | | | $ | 1,000 | | | $ | – | | | $ | – | | | $ | – | | | $ | 1,601 | | | $ | 601 | |
| | | | | | | | | |
Non-U.S. Equity Hedge | | | – | | | | – | | | | 214 | | | | 2,000 | | | | – | | | | – | | | | – | | | | 2,214 | | | | 214 | |
| | | | | | | | | |
Total Investments | | $ | – | | | $ | – | | | $ | 815 | | | $ | 3,000 | | | $ | – | | | $ | – | | | $ | – | | | $ | 3,815 | | | $ | 815 | |
* | The fair value of Transfers Out of Level 3 were measured using the fair value as of the end of the period. There were no transfers into or out of Level 3 for the year ended March 31, 2014. |
The Fund is not able to obtain complete investment holdings details on each of the Sub-Funds held within the Fund’s portfolio in order to determine whether the Fund’s proportional share of any investments held by the Sub-Funds exceeds 5% of the net assets of the Fund as of March 31, 2014.
See Notes to the Financial Statements.
| | | | |
NT EQUITY LONG/SHORT STRATEGIES FUND | | 4 | | ANNUAL REPORT |
NT EQUITY LONG/SHORT STRATEGIES FUND
STATEMENT OF OPERATIONS | FOR THE FISCAL YEAR ENDED MARCH 31, 2014 |
| | | | |
Rounded to thousands | | | |
EXPENSES: | | | | |
Investment management fees | | | $1,035,000 | |
Administration fees and expenses | | | 95,000 | |
Custody and accounting fees | | | 34,000 | |
Transfer agent fees and expenses | | | 8,000 | |
Audit and tax fees | | | 133,000 | |
Insurance | | | 33,000 | |
Legal fees | | | 136,000 | |
Printing | | | 18,000 | |
Trustee fees and expenses | | | 86,000 | |
Commitment fees | | | 77,000 | |
Interest expense | | | 6,000 | |
Other | | | 11,000 | |
Total expenses | | | 1,672,000 | |
Less expenses reimbursed by investment manager | | | (2,000 | ) |
Total Net Expenses | | | 1,670,000 | |
Net Investment Loss | | | (1,670,000 | ) |
NET REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENTS: | | | | |
Net realized gain on investments | | | 2,905,000 | |
Net change in unrealized appreciation (depreciation) on investments | | | 8,765,000 | |
Net Gain on Investments | | | 11,670,000 | |
Net Increase in Net Assets Resulting from Operations | | | $10,000,000 | |
See Notes to the Financial Statements.
| | | | |
ANNUAL REPORT | | 5 | | NT EQUITY LONG/SHORT STRATEGIES FUND |
NT EQUITY LONG/SHORT STRATEGIES FUND
STATEMENT OF CHANGES IN NET ASSETS | FOR THE FISCAL YEAR ENDED MARCH 31, |
| | | | | | | | |
Rounded to thousands | | 2014 | | | 2013 | |
OPERATIONS: | | | | | | | | |
Net investment loss | | | $(1,670,000 | ) | | | $(1,305,000 | ) |
Net realized gain (loss) on investments | | | 2,905,000 | | | | (113,000 | ) |
Net change in unrealized appreciation (depreciation) on investments | | | 8,765,000 | | | | 5,885,000 | |
Net Increase in Net Assets Resulting from Operations | | | 10,000,000 | | | | 4,467,000 | |
UNIT TRANSACTIONS: | | | | | | | | |
Capital Subscriptions (2,417,000 and 1,257,000 Units, respectively) | | | 27,287,000 | | | | 12,885,000 | |
Capital Redemptions (205,000 and 877,000 Units, respectively) | | | (2,352,000 | ) | | | (9,110,000 | ) |
Net Increase in Net Assets Resulting from Capital Transactions | | | 24,935,000 | | | | 3,775,000 | |
Total Increase in Net Assets | | | 34,935,000 | | | | 8,242,000 | |
NET ASSETS: | | | | | | | | |
Beginning of year (5,817,000 Units) | | | 63,977,000 | | | | 55,735,000 | |
End of year (8,029,000 Units) | | | $98,912,000 | | | | $63,977,000 | |
Accumulated Net Investment Loss | | | $(3,431,000 | ) | | | $(1,761,000 | ) |
See Notes to the Financial Statements.
| | | | |
NT EQUITY LONG/SHORT STRATEGIES FUND | | 6 | | ANNUAL REPORT |
NT EQUITY LONG/SHORT STRATEGIES FUND
STATEMENT OF CASH FLOWS FOR THE FISCAL YEAR ENDED MARCH 31, 2014 | MARCH 31, 2014 |
| | | | |
Rounded to thousands | | | |
CASH FLOWS FROM OPERATING ACTIVITIES | | | | |
Net increase in net assets from operations | | | $10,000,000 | |
Adjustments to reconcile net increase in net assets from operations to net cash used in operating activities: | | | | |
Purchase of Sub-Funds | | | (61,059,000 | ) |
Proceeds from disposition of Sub-Funds | | | 22,064,000 | |
Net realized gain from investments | | | (2,905,000 | ) |
Net change in unrealized appreciation (depreciation) on investments | | | (8,765,000 | ) |
Changes in operating assets and liabilities: | | | | |
Decrease in prepaid and other assets | | | 30,000 | |
Increase in investment management fees payable | | | 102,000 | |
Increase in administration fees and expenses payable | | | 4,000 | |
Increase in trustee fees and expenses payable | | | 4,000 | |
Increase in other accrued liabilities | | | 54,000 | |
Net cash flow used in operating activities | | | (40,471,000 | ) |
CASH FLOWS FROM FINANCING ACTIVITIES | | | | |
Capital subscriptions | | | 37,004,000 | |
Capital redemptions | | | (3,485,000 | ) |
Borrowing on line of credit | | | 12,150,000 | |
Repayment on line of credit | | | (6,650,000 | ) |
Net cash flow provided by financing activities | | | 39,019,000 | |
NET DECREASE IN CASH AND CASH EQUIVALENTS | | | (1,452,000 | ) |
Cash and Cash Equivalents—Beginning of Year | | | 1,543,000 | |
Cash and Cash Equivalents—End of Year | | | $91,000 | |
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION | | | | |
Interest paid | | | $6,000 | |
See Notes to the Financial Statements.
| | | | |
ANNUAL REPORT | | 7 | | NT EQUITY LONG/SHORT STRATEGIES FUND |
NT EQUITY LONG/SHORT STRATEGIES FUND
FINANCIAL HIGHLIGHTS | FOR THE FISCAL YEAR OR PERIOD ENDED MARCH 31, |
| | | | | | | | | | | | |
Selected per unit data | | 2014 (5) | | | 2013 (5) | | | 2012 (5)(8) | |
Net Asset Value, Beginning of Period | | | $11.00 | | | | $10.25 | | | | $10.00 | |
INCOME (LOSS) FROM INVESTMENT OPERATIONS: | | | | | | | | | | | | |
Net investment income (loss) | | | (0.24 | ) | | | (0.21 | ) | | | (0.12 | ) |
Net realized and unrealized gains | | | 1.56 | | | | 0.95 | | | | 0.37 | |
UNITS TRANSACTIONS: | | | | | | | | | | | | |
Capital redemptions | | | — | | | | 0.01 | (6) | | | — | |
Total from Investment Operations and Unit Transactions | | | 1.32 | | | | 0.75 | | | | 0.25 | |
Net Asset Value, End of Period | | | $12.32 | | | | $11.00 | | | | $10.25 | |
Total Return (1) | | | 12.00 | % | | | 7.32 | % | | | 2.50 | % |
SUPPLEMENTAL DATA AND RATIOS: | | | | | | | | | | | | |
Net Assets, rounded to thousands, end of period | | | $98,912,000 | | | | $63,977,000 | | | | $55,735,000 | |
Ratio to average net assets of: (2) | | | | | | | | | | | | |
Expenses, net of reimbursements (3) | | | 2.02 | %(7) | | | 2.05 | %(7) | | | 2.05 | %(7) |
Expenses, before reimbursements (3) | | | 2.02 | % | | | 2.49 | % | | | 4.07 | % |
Net investment loss, net of reimbursements | | | (2.02 | )%(7) | | | (2.05 | )%(7) | | | (2.05 | )%(7) |
Net investment loss, before reimbursements | | | (2.02 | )% | | | (2.49 | )% | | | (4.07 | )% |
Portfolio Turnover Rate (4) | | | 34.96 | % | | | 40.94 | % | | | 0.00 | % |
(1) | Assumes investment at net asset value at the beginning of the period and a complete redemption of the investment at net asset value at the end of the period. An investor’s return may vary from these returns based on the timing of capital transactions. Total return is not annualized for periods less than one year. |
(2) | Ratios annualized for periods less than one year. |
(3) | The computation of such ratios based on the amount of expenses assessed to an investor’s capital may vary from these ratios based on the timing of capital transactions. These ratios do not include the expenses of the Sub-Funds. |
(4) | Portfolio turnover rate includes initial and additional investments in Sub-Funds, as well as partial and full withdrawals from Sub-Funds. |
(5) | Per unit information is calculated using the average units outstanding method. |
(6) | Amount relates to early withdrawal charge. |
(7) | The net expense and net investment loss ratios include an additional reimbursement on advisory fees incurred in connection with the investment of uninvested cash in an affiliated money market fund of approximately $2,000, $2,000 and $1,000, which represents less than 0.005 percent of average net assets for the fiscal years ended March 31, 2014, and 2013 the period ended March 31, 2012, respectively. Absent the additional reimbursement, expense reimbursement would have been decreased and net investment loss and net expenses increased by a corresponding amount. |
(8) | For the period from October 3, 2011, (commencement of investment operations) through March 31, 2012. |
See Notes to the Financial Statements.
| | | | |
NT EQUITY LONG/SHORT STRATEGIES FUND | | 8 | | ANNUAL REPORT |
NT EQUITY LONG/SHORT STRATEGIES FUND
NOTES TO THE FINANCIAL STATEMENTS | MARCH 31, 2014 |
1. ORGANIZATION
NT Equity Long/Short Strategies Fund (the “Fund”) was formed on May 13, 2011 as a Delaware statutory trust governed by the laws of the State of Delaware and commenced investment operations on October 3, 2011. The Fund is registered as a non-diversified closed-end management investment company under the Investment Company Act of 1940 (the “1940 Act”). The Fund’s investment objective is to achieve attractive risk-adjusted returns through investments in an equity long/short focused portfolio of assets. The Fund operates as a “Fund-of-Funds” investing, either directly or indirectly, in a group of funds or other pooled investment vehicles (the “Sub-Funds”) managed by investment advisers selected by the Fund’s investment manager. The Fund seeks to provide investors with exposure to alternative investment strategies by investing in Sub-Funds that invest in a broad range of markets and instruments, using a focused selection of investment styles.
U.S. tax-exempt investors and non-U.S. investors may not invest directly in the Fund, but rather should invest in one of the two following “Feeder Funds,” both of which invest substantially all of their assets in the Fund: (1) Northern Trust Equity Long/Short Strategies Fund, Q.P., which is open to U.S. tax-exempt investors and non-U.S. investors that are both Accredited Investors and Qualified Purchasers (as such term is defined in Section 2(a)(51) of the 1940 Act) or (2) Northern Trust Equity Long/Short Strategies Fund, which is open to U.S. tax-exempt investors and non-U.S. investors that are Accredited Investors, but not Qualified Purchasers.
Effective January 1, 2014, The Northern Trust Company of Connecticut (“NTCC”), a subsidiary of Northern Trust Corporation (“NTC”) was merged into Northern Trust Investments, Inc. (“NTI”). NTI is a subsidiary of The Northern Trust Company (“Northern Trust”). NTI serves as the investment manager and the administrator of the Fund. Prior to January 1, 2014, NTCC served as the investment manager.
Northern Trust, a subsidiary of NTC, is the custodian, fund accountant, transfer agent and sub-administrator of the Fund.
Northern Trust Securities, Inc., (“NTSI”), a subsidiary of NTC, serves as a placement agent of the Fund.
2. SIGNIFICANT ACCOUNTING POLICIES
The following is a summary of significant accounting policies followed by the Fund in the preparation of its financial statements. These policies are in conformity with accounting principles generally accepted in the United States of America or “U.S. GAAP”. The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of income and expenses during the reporting period. Actual results may differ from those estimates.
A) VALUATION OF SECURITIES Investments in Sub-Funds are valued at fair value, as determined by NTI, pursuant to delegation from the Board of Trustees (the “Board”) of the Fund. The Board has delegated the responsibility of determining the valuation of the Fund’s Sub-Funds to the Fund’s Pricing Committee (“Pricing Committee”), subject to oversight by the Board. The Pricing Committee consists of representatives from NTI as recommended to, and approved by, the Fund’s Board.
In determining the month end fair value of each Sub-Fund investment, the Pricing Committee considers the estimated net asset value (“NAV”) of such Sub-Fund investment provided to the Fund by the Sub-Fund, or its equivalent such as ownership interest in partners’ capital or members’ capital of the Sub-Fund as of the reporting date as a practical expedient for fair value, as well as any other considerations identified that may increase or decrease such estimated fair value. In addition, each Sub-Fund’s NAV is monitored for conformity with U.S. GAAP through monthly reviews of the values of the underlying investments held by each Sub-Fund (when the Sub-Fund’s underlying investments are identified to the Pricing Committee, either directly or through a third-party pricing vendor) and through operational due diligence performed prior to investing in a Sub-Fund and continually through the review of each Sub-Fund’s audited financial statements. If a Sub-Fund’s NAV is not available or a Sub-Fund’s NAV is determined not to be reasonable based on the Pricing Committee’s evaluation, the Pricing Committee will make the final determination of the fair value of a Sub-Fund. In making its determination, the Pricing Committee is authorized to consider factors that it deems appropriate to the determination of the fair value of the Sub-Fund. Such factors may include, but are not limited to, the following: changes in the equity and fixed income markets; type of Sub-Fund (i.e., strategy); current financial position of the Sub-Fund; cost of the investment; and news events. Accordingly, because of the inherent uncertainty of these valuations, these estimated fair values may differ significantly from the values that could have been used had a readily available market for the investments existed, and the differences could be material.
NTI continually monitors markets and the investment managers of the Sub-Funds. NTI is responsible for notifying the Pricing Committee if the markets and/or a Sub-Fund’s manager’s circumstances relevant to the valuation of the fair valued Sub-Fund change materially.
The Fund’s cash equivalent investment, which is comprised of an investment in the Diversified Assets Portfolio of the Northern
| | | | |
ANNUAL REPORT | | 9 | | NT EQUITY LONG/SHORT STRATEGIES FUND |
NT EQUITY LONG/SHORT STRATEGIES FUND
NOTES TO THE FINANCIAL STATEMENTS continued
Institutional Funds, an open-ended investment company, is valued at its NAV.
B) CASH AND CASH EQUIVALENTS The Fund treats all financial instruments with original maturities of three months or less as cash equivalents. Cash and cash equivalents held in the Fund are shown on the accompanying Schedule of Investments.
C) INVESTMENT TRANSACTIONS, INCOME AND EXPENSES Investment transactions are recorded as of the trade date. The Fund determines the gain or loss realized from investment transactions by using an identified cost basis method. Interest income and expenses are recognized on an accrual basis. The Fund does not currently intend to make any distributions. The interest rate reflected in the Schedule of Investments represents the 7-day yield for money market funds.
D) FEES AND EXPENSES The Fund is responsible for paying administrative and operating expenses. In addition, the Fund is responsible for paying the operating expenses of the Feeder Funds.
The Fund also is responsible for fees payable by the Sub-Funds to their respective advisers (collectively, the “Advisory Fees”) in proportion to the Fund’s investments in the Sub-Funds. The Advisory Fees will vary, but they will typically consist of a management (asset-based) fee and an incentive fee. Management fees typically range between 1% and 2% of a Sub-Fund’s net asset value per year, and incentive fees typically range between 10% and 25% of the Sub-Fund’s net new profits. These Advisory Fees are accounted for in the valuations of the Sub-Funds (which are reported in these financial statements net of such fees) and are not included in the Statement of Operations.
E) FEDERAL INCOME TAXES The Fund operates and has elected to be treated as a partnership for federal income tax purposes. Accordingly, no provision for the payment of federal, state or local income taxes has been provided. Each unitholder is individually required to report on its own tax return its distributive share of the Fund’s taxable income or loss.
As of March 31, 2014, the Fund did not have uncertain tax positions that would require financial statement recognition or disclosure. The Fund’s federal tax return filed for tax years 2011 and thereafter remain subject to examination by the Internal Revenue Service.
3. RELATED PARTY, INVESTMENT MANAGEMENT AND OTHER AGREEMENTS
As compensation for investment management services, NTI is entitled to receive a 1.25% per annum fee of the Fund’s NAV, payable quarterly in arrears, calculated as of the last business day of each quarter. NTI has agreed to reimburse the Fund for all operating expenses, exclusive of management, interest, administration, custody, and transfer agent fees and Sub-Fund fees and expenses, that exceed 0.60% per annum of the Fund’s NAV. There was no reimbursement for the year ended March 31, 2014, as expenses described above did not exceed the threshold.
As compensation for services rendered as transfer agent, including the assumption by Northern Trust of the expenses related thereto, Northern Trust receives a 0.01% per annum fee of the Fund’s NAV, payable monthly in arrears, calculated as of the last business day of each month.
For compensation as custodian and fund accountant, Northern Trust receives an amount based on a pre-determined schedule of charges approved by the Board.
The Fund has an administration agreement with NTI for certain administrative services. Pursuant to their administration agreement with the Fund, the administrator is entitled to receive a 0.10% per annum fee of the Fund’s NAV payable monthly in arrears calculated as of the last business day of each month. NTI has retained Northern Trust as sub-administrator. Northern Trust is paid directly by the Fund for its services as sub-administrator.
NTI has agreed to reimburse the Fund for all administration, sub-administration, custody and transfer agent fees that exceed 0.20% per annum of the Fund’s NAV. There was no reimbursement for the year ended March 31, 2014, as expenses described above did not exceed the threshold.
NTSI may solicit subscriptions for Common Units (as defined below) on a “best efforts” basis. The Fund does not pay a placement fee to NTSI and common unitholders do not pay any sales charges or servicing fees.
As of March 31, 2014, NTI’s investment in the Fund was approximately $6,000 (less than 1% of net assets).
The Fund currently invests uninvested cash in the Diversified Assets Portfolio (the “Portfolio”) of Northern Institutional Funds, an investment company which is advised by NTI. The Fund bears indirectly a proportionate share of the Portfolio’s operating expenses. These operating expenses include the advisory, administrative, transfer agency and custody fees that the Portfolio pays to NTI and/or its affiliates. Currently, the aggregate annual rate of advisory, administration, transfer agency and custody fees payable to NTI and/or its affiliates on any assets invested in the Portfolio is 0.35%. However, NTI has agreed to reimburse the Fund for advisory fees otherwise payable by the Fund on any assets invested in the Portfolio. This reimbursement is included on the Statement of Operations as “Less expenses reimbursed by the investment manager”.
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NT EQUITY LONG/SHORT STRATEGIES FUND | | 10 | | ANNUAL REPORT |
NT EQUITY LONG/SHORT STRATEGIES FUND
4. CAPITAL TRANSACTIONS
The Fund offers common interests (“Common Units”) in a private placement to qualified investors that are “Accredited Investors” within the meaning given to such term in Regulation D under the Securities Act of 1933, as amended. Common Units are offered monthly. The minimum subscription per investor is $50,000, subject to waiver or modification by NTI in its sole discretion. Subscriptions are payable in full at the time an investor returns a completed subscription agreement, which must be at least three business days before the month-end valuation. The net asset value of the Fund is equal to the estimated value of its total assets, minus the estimated sum of its total liabilities, as of the pertinent valuation date. Although common unitholders will not have the right to redeem their Common Units, at the discretion of the Board, and subject to its overall fiduciary duties to all unitholders, the Board intends to make quarterly tender offers for its Common Units at the NAV as of the applicable tender date. The minimum amount of Common Units that may be tendered is equal to $20,000. Should a Common Unitholder choose to accept any such tender offer, such acceptance must be in writing and must be received by the Fund, as set forth in the notice of such tender offer, within approximately twenty business days from the commencement of such quarterly tender offer. The Fund is authorized to issue preferred units, although none have been offered as of March 31, 2014. Common Units of the Fund will be subject to an early withdrawal charge of 2.00% payable to the Fund if repurchased by the Fund within twelve (12) months of initial investment.
There were no early withdrawal charges for the year ended March 31, 2014. Early withdrawal charges for the year ended March 31, 2013 were approximately $54,000. These amounts are included in Capital Redemptions in the Statement of Changes in Net Assets and are allocated to investors based on their pro-rata share of the Fund per the Fund Agreement.
5. INVESTMENT TRANSACTIONS
The Fund had aggregate purchases of $44,558,000 and proceeds from sales of Sub-Funds of $27,927,000 (excluding short-term investments) for the year ended March 31, 2014.
At March 31, 2014, the estimated cost of investments for federal income tax purposes was $73,743,000. At March 31, 2014, accumulated net unrealized appreciation (depreciation) on investments was $16,427,000 consisting of $16,440,000 gross unrealized appreciation and $13,000 gross unrealized depreciation.
6. NET ASSETS
The net assets of the Fund are determined as of the last business day of each calendar month.
7. RISK FACTORS
FINANCIAL INSTRUMENTS WITH OFF-BALANCE SHEET RISK The Sub-Funds may borrow and may utilize various lines of credit, reverse repurchase agreements, “dollar rolls,” issuance of debt securities, swaps, forward purchases, other off-balance sheet derivative transactions and other forms of leverage. While leverage presents opportunities for increasing total return, it has the effect of potentially increasing losses as well. If income and appreciation on investments made with borrowed funds are less than the cost of the leverage, the value of a Sub-Fund’s net assets will decrease. Accordingly, any event which adversely affects the value of an investment by a Sub-Fund would be magnified to the extent leverage is employed. The cumulative effect of the use of leverage in a market that moves adversely to a leveraged investment could result in a substantial loss which would be greater than if leverage were not used. In periods of extreme market volatility, the need to sell assets in a declining market can cause even greater losses, as prices may be artificially depressed. Generally, most leveraged transactions involve the posting of collateral. Increases in the amount of margin that a Sub-Fund is required to post could result in a disposition of Sub-Fund assets at times and prices which could be disadvantageous to the Fund and could result in substantial losses. Creditors’ claims may be senior to the rights of unitholders in the Fund.
Financial Accounting Standards Board (“FASB”) Accounting Standards Codification 820 (“ASC 820”) Fair Value Measurement requires disclosure to assist in understanding the nature and risk of the investments by major category. The table below summarizes the fair value and other pertinent liquidity information of the Fund’s underlying investments by major category.
| | | | | | | | | | | | | | |
| | Value (in millions) | | | Unfunded Commitments | | | Redemption Frequency | | Redemption Notice Period | |
Emerging Markets (a) | | $ | 8 | | | $ | — | | | Quarterly | | | 60 days | |
Long/Short Equity (b) | | | 29 | | | | — | | | Quarterly | | | 60 - 90 days | |
Non-U.S. Equity Hedge (b) | | | 31 | | | | — | | | Monthly, Quarterly | | | 30 - 90 days | |
U.S. Equity Hedge (b) | | | 22 | | | | — | | | Quarterly | | | 45 - 60 days | |
| | | | | | | | | | | | | | |
| | $ | 90 | | | $ | — | | | | | | | |
(a) | Market Dependent—The managers in this category employ strategies directed more heavily towards the ebbs and flows of markets on a larger scale, as opposed to focusing on the relative attractiveness between individual securities. Managers seek to identify the direction that certain markets will follow over various time periods and position their portfolios accordingly. Sub-strategies in this category include Emerging Markets. The fair values of the investments in this category have been estimated using the net asset value per share (or its equivalent) of the investments. |
(b) | Hedged Equity—The managers in this category seek to identify and select equity securities that will rise in price on |
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ANNUAL REPORT | | 11 | | NT EQUITY LONG/SHORT STRATEGIES FUND |
NT EQUITY LONG/SHORT STRATEGIES FUND
NOTES TO THE FINANCIAL STATEMENTS continued | |
| the long side and those that will fall in price on the short side. Equity securities make up the large bulk of their underlying exposure. Net exposure ranges from zero to 100%, while gross exposure can be 200% or more. Sub-strategies in this category include Long/Short Equity, Non-U.S. Equity Hedge, and U.S. Equity Hedge. The fair values of the investments in this category have been estimated using the net asset value per share (or its equivalent) of the investments. Investments representing approximately 4.67% of the fair value of investments in this category cannot be redeemed because the investments include restrictions that do not allow for full redemptions. |
8. BOARD OF TRUSTEES
Each member of the Board (each, a “Trustee”) who is not an “interested person” of the Fund, as defined in the 1940 Act, receives an annual retainer of $15,000.
At March 31, 2014, there were four Trustees, of which three were not “interested persons” of the Fund. The Fund reimburses those Trustees who are not “interested persons” for all reasonable out-of-pocket expenses incurred by them in performing their duties.
9. BANK BORROWINGS
On February 28, 2013, the Fund and another registered fund advised by NTI entered a $75,000,000 revolving bank credit agreement (the “Agreement”) administered by the Bank of Montreal for liquidity and other purposes. The interest rate charged under the Agreement is 1.75% above the London Interbank Offered Rate (“LIBOR”) on the date of the borrowing. In addition, there is an annual commitment fee of 0.75% on the unused portion of the credit line under the Agreement, payable quarterly in arrears, which is included in “Commitment fees” on the Statement of Operations. On February 27, 2014, the Fund and another registered fund advised by NTI terminated, replaced and restated Agreement (the “New Agreement”). The line of credit changed under the New Agreement to $50,000,000. The terms under the New Agreement are the same as those for the Agreement. The New Agreement will expire on February 26, 2015, unless renewed.
As of March 31, 2014, the Fund has loans of $5,500,000 outstanding which are included in “Borrowings payable” on the Statement of Assets and Liabilities.
When utilized, the average dollar amounts of the borrowings and the weighted average interest rates for the year ended March 31, 2014 on the borrowings were $2,480,000 and 1.92%, respectively.
10. SUBSEQUENT EVENTS
As of May 15, 2014, the Board increased the number of authorized Trustees to six. Two additional trustees were elected at a special meeting of unitholders held May 15, 2014. Following such election, five of the Fund’s six trustees are not “interested persons” of the Fund.
Management has evaluated subsequent events for the Fund through the date the financial statements were issued, and has concluded, other than the item noted above, that there are no recognized or non-recognized subsequent events relevant for financial statement disclosure.
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NT EQUITY LONG/SHORT STRATEGIES FUND | | 12 | | ANNUAL REPORT |
NT EQUITY LONG/SHORT STRATEGIES FUND
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
The Board of Trustees and Unitholders of NT Equity Long/Short Strategies Fund:
We have audited the accompanying statement of assets and liabilities of NT Equity Long/Short Strategies Fund (the “Fund”), including the schedule of investments, as of March 31, 2014, and the results of its operations and its cash flows for the year then ended, the changes in its net assets for each of the two years in the period then ended, and the financial highlights for the periods presented. These financial statements and financial highlights are the responsibility of the Fund’s management. Our responsibility is to express an opinion on these financial statements and financial highlights based on our audits.
We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the financial statements and financial highlights are free of material misstatement. The Fund is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audits included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Fund’s internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. Our procedures included confirmation of investments owned as of March 31, 2014, by correspondence with the underlying fund managers. We believe that our audits provide a reasonable basis for our opinion.
In our opinion, such financial statements and financial highlights referred to above present fairly, in all material respects, the financial position of the NT Equity Long/Short Strategies Fund as of March 31, 2014, and the results of its operations and its cash flows for the year then ended, the changes in its net assets for each of the two years in the period then ended, and the financial highlights for the periods presented, in conformity with accounting principles generally accepted in the United States of America.
As discussed in Note 2 to the financial statements, the financial statements include Sub-Fund investments valued at $90,170,000 (91.2% of net assets) as of March 31, 2014, whose fair values have been determined by Northern Trust Investments, Inc., pursuant to delegation from the Board of Trustees in the absence of readily determinable fair values.
DELOITTE & TOUCHE LLP
Chicago, Illinois
May 27, 2014
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ANNUAL REPORT | | 13 | | NT EQUITY LONG/SHORT STRATEGIES FUND |
NT EQUITY LONG/SHORT STRATEGIES FUND
Set forth below is information about the Trustees and Officers of NT Equity Long/Short Strategies Fund. A brief statement of their present positions and principal occupations during the past five years is also provided.
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INDEPENDENT TRUSTEES |
NAME, AGE, BUSINESS ADDRESS(1), POSITIONS HELD WITH FUND AND LENGTH OF SERVICE AS TRUSTEE(2) | | PRINCIPAL OCCUPATIONS DURING PAST FIVE YEARS | | NUMBER OF FUNDS IN FUND COMPLEX OVERSEEN BY TRUSTEE | | OTHER DIRECTORSHIPS HELD BY TRUSTEE DURING THE PAST FIVE YEARS(3) |
| | | |
Theodore A. Olson Age: 75 Trustee and Chairman since 2011 | | • Corporate Vice President and Controller for Abbott Laboratories from 1988 to 1999 (retired since 1999); • Director and Member of Finance Committee of Clara Abbott Foundation from 2002 to 2010; • Director of The Hundred Club of Lake County since 1989. | | • 2 | | • Trustee of NETS Trust from 2007 to 2009 • Trustee of NT Alpha Strategies Fund since 2004 |
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Richard W. Durkes(4) Age: 64 Trustee since 2014 | | • Managing Director, Sandler O’Neill & Partners, L.P. (a financial services company), since 2002. | | • 2 | | • Trustee of Sankaty Head Foundation; Partner, Serve Up LLC (private company that holds the rights to certain intellectual property) • Trustee of Henderson Global Funds (investment company) • Trustee of NT Equity Long/Short Strategies Fund since 2014 |
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John F.X. Manning(4) Age: 51 Trustee since 2014 | | • Senior Vice President of Institutional Equity Sales and Partner of Cantor Fitzgerald from 1988 to 2013 (retired since 2013). | | • 2 | | • Trustee of NT Equity Long/Short Strategies Fund since 2014 |
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John J. Masterson Age: 54 Trustee since 2011 | | • Managing Director and Co-Chief Operating Officer of Global Securities Services at Goldman Sachs & Company from 1983 to 2006 (retired since 2006). | | • 2 | | • Trustee of Transparent Value Trust since December 2009; • Trustee of NETS Trust from 2007 to 2009; • Director of Bogota Savings Bank Since 2012 • Director of Susa Registered Fund, LLC since 2014 • Trustee of NT Alpha Strategies Fund since 2007 |
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Ralph F. Vitale Age: 65 Trustee since 2011 | | • Executive Vice President of Securities Finance for State Street Corporation from 1997 to 2003 (retired since 2003); • Director of Boston Rheology, LLC from 2005 to 2010. | | • 2 | | • Trustee of NETS Trust from 2007 to 2009 • Trustee of NT Alpha Strategies Fund since 2006 |
(1) | Each Trustee may be contacted by writing to the Trustee, c/o Paul Dykstra, K&L Gates LLP, 70 West Madison Street, Suite 3100, Chicago, IL 60602. |
(2) | Trustees serve indefinite terms until their qualified successors are chosen. |
(3) | This column includes only directorships of companies required to be reported to the Securities and Exchange Commission (the “SEC”) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”) (i.e., public companies) or other investment companies registered under the 1940 Act. |
(4) | Elected as a trustee effective May 15, 2014. |
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NT EQUITY LONG/SHORT STRATEGIES FUND | | 14 | | ANNUAL REPORT |
NT EQUITY LONG/SHORT STRATEGIES FUND
| MARCH 31, 2014 (UNAUDITED) |
| | | | | | |
INTERESTED TRUSTEE(1) |
NAME, AGE, BUSINESS ADDRESS, POSITIONS HELD WITH FUND AND LENGTH OF SERVICE AS TRUSTEE(2) | | PRINCIPAL OCCUPATIONS DURING PAST FIVE YEARS | | NUMBER OF FUNDS IN FUND COMPLEX OVERSEEN BY TRUSTEE | | OTHER DIRECTORSHIPS HELD BY TRUSTEE DURING THE PAST FIVE YEARS(3) |
| | | |
James D. McDonald 50 South LaSalle Street Chicago, IL 60603 Age: 54 Trustee since 2011 | | • Executive Vice President and Chief Investment Strategist at Northern Trust Investments, Inc. since 2014; • Senior Vice President and Chief Investment Strategist at Northern Trust Investments, Inc. from 2009 to 2014; • Director of Equity Research at Northern Trust Investments, Inc. from 2001 to 2009. | | • 2 | | • None |
(1) | Trustee who is a director, officer and/or employee of NTI, the Fund’s investment manager, or its affiliates. |
(2) | Trustees serve indefinite terms until their qualified successors are chosen. |
(3) | This column includes only directorships of companies required to be reported to the SEC under the Exchange Act (i.e., public companies) or other investment companies registered under the 1940 Act. |
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ANNUAL REPORT | | 15 | | NT EQUITY LONG/SHORT STRATEGIES FUND |
NT EQUITY LONG/SHORT STRATEGIES FUND
TRUSTEES AND OFFICERS continued | |
| | |
OFFICERS OF THE FUND |
NAME, AGE, BUSINESS ADDRESS, POSITIONS HELD WITH FUND AND LENGTH OF SERVICE(1) | | PRINCIPAL OCCUPATIONS DURING PAST FIVE YEARS |
| |
Robert D. DiCarlo Age: 46 50 South LaSalle Street Chicago, IL 60603 President since 2013 | | • Senior Vice President of Northern Trust Investments, Inc. and Chief Administrative Officer of Northern Trust Alternatives Group since 2011; • Assistant Controller of Aurora Investment Management from 2010 to 2011; • Vice President of Deutsche Bank from 2002 to 2009. |
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Randal Rein Age: 43 50 South LaSalle Street Chicago, IL 60603 Treasurer since 2011 | | • Senior Vice President of Finance Administration of Northern Trust Investments, Inc. since May 2010; • Vice President of Fund Administration of The Northern Trust Company from 2007 to May 2010; • Second Vice President of Fund Administration of The Northern Trust Company from 2002 to 2007. |
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Michael Meehan Age: 43 50 South LaSalle Street Chicago, IL 60603 Assistant Treasurer since 2011 | | • Vice President of Northern Trust Investments, Inc. since 2011; • Vice President of Fund Administration of The Northern Trust Company from 2009 to 2011; • Second Vice President of Fund Administration of The Northern Trust Company from 2008 to 2009; • Officer of Fund Administration of The Northern Trust Company from 2005 to 2008. |
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Derek Jewusiak Age: 43 50 South LaSalle Street Chicago, IL 60603 Assistant Treasurer since 2013 | | • Vice President of Financial Reporting of The Northern Trust Company since 2012; • Second Vice President of Fund Administration of The Northern Trust Company from 2008 – 2012. |
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Craig R. Carberry, Esq. Age: 53 50 South LaSalle Street Chicago, IL 60603 Secretary since 2011 | | • Senior Legal Counsel and US Funds General Counsel at The Northern Trust Company since May 2000. |
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Patrick D’Onofrio, Esq. Age: 37 50 South LaSalle Street Chicago, IL 60603 Assistant Secretary since 2011 | | • Vice President and Regulatory Administration Attorney of The Northern Trust Company since 2011; • Second Vice President and Regulatory Administration Attorney of The Northern Trust Company from 2010 to 2011; • Associate at the law firm of Jones Day from 2002 to 2010. |
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Allison K. Fraser Age: 56 300 Atlantic Street, Suite 400 Stamford, CT 06901 Chief Compliance Officer since 2011 | | • Senior Vice President—Compliance of Northern Trust Investments, Inc. since December 2010; • Vice President and Senior Compliance Officer of The Northern Trust Company of Connecticut (f/k/a Northern Trust Global Advisors, Inc.) since November 2006; • Compliance Director at General Motors Asset Management from August 2000 to November 2006. |
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Darlene Chappell Age: 51 50 South LaSalle Street Chicago, IL 60603 Anti-Money Laundering Compliance Officer since 2011 | | • Anti-Money Laundering Compliance Officer for Northern Trust Investments, Inc., Northern Trust Securities, Inc., Northern Trust Global Advisors, Inc. and The Northern Trust Company of Connecticut since 2009; • Vice President and Compliance Consultant for The Northern Trust Company since 2006; • Audit Manager—Compliance Department of National Futures Association from 2000 to 2006. |
(1) | Officers hold office at the pleasure of the Board of Trustees until their successors are duly elected and qualified, or until they die, resign, are removed or become disqualified. |
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NT EQUITY LONG/SHORT STRATEGIES FUND | | 16 | | ANNUAL REPORT |
NT EQUITY LONG/SHORT STRATEGIES FUND
| MARCH 31, 2014 (UNAUDITED) |
APPROVAL OF ADVISORY AGREEMENT
The Fund’s Board of Trustees (the “Board”) unanimously approved the continuance of the Investment Management Agreement between NT Equity Long/Short Strategies Fund and Northern Trust Investments, Inc. (“NTI”) (the “Agreement”) at a meeting held February 27, 2014. In advance of the meeting, the Trustees requested and received materials from NTI relating to the Agreement, and had the opportunity to ask questions and request further information in connection with their consideration. Among other things, the Board considered comparisons with other indices and closed-end hedge fund of funds in relevant peer groups. The closed-end hedge fund of funds included in the peer groups were objectively determined by Lipper Inc., an independent provider of fund data. In considering the Agreement, the Board reviewed many relevant factors, including: (1) the nature, quality and extent of the investment management services provided by NTI, (2) the investment performance of the Fund, (3) the profitability of the Fund’s predecessor adviser, The Northern Trust Company of Connecticut (“NTCC”), related to the Fund, including an analysis of NTCC’s cost of providing services and comparative expense information, (4) the extent to which economies of scale might be realized as the Fund grows and whether fee levels reflect economies of scale for the benefit of investors and (5) other benefits that accrue to NTI through its relationship with the Fund. In its deliberations, the Board did not identify any particular information as determinative, and each Trustee attributed different weights to the various factors.
Prior to voting, the independent Trustees met in executive session with their independent counsel to consider the materials provided by NTI and the terms of the Agreement. Based on their review, the Trustees determined that the arrangements between the Fund and NTI, as provided in the Agreement, were fair and reasonable in light of the services performed, expenses incurred and such other matters as the Trustees considered relevant in the exercise of their reasonable judgment.
In reaching this determination, the Trustees considered the following:
NATURE, QUALITY AND EXTENT OF INVESTMENT MANAGEMENT SERVICES. The Trustees considered the nature, quality and extent of the services provided by NTI to the Fund. The Trustees reviewed NTI’s key personnel who provide investment management services to the Fund, as well as the fact that, under the Agreement, NTI has the authority and responsibility to make and execute investment decisions for the Fund within the framework of the Fund’s investment policies and restrictions, subject to review by the Board. The Trustees considered that NTI’s duties include: (i) investment research and Sub-Fund selection, (ii) adherence to (and monitoring compliance with) the Fund’s investment policies and restrictions, the 1940 Act, and other relevant laws, and (iii) monitoring the performance of the various organizations that provide services to the Fund, including the Fund’s placement agent, administrator, custodian and transfer agent. The Trustees also considered a report from the Fund’s chief compliance officer.
The Trustees concluded that they were satisfied with the nature, extent and quality of services provided (and expected to be provided) to the Fund and that there was a reasonable basis on which to conclude that the Fund benefits from the services provided by NTI under the Agreement.
INVESTMENT PERFORMANCE. In addition to the information received by the Trustees in advance of the meeting, the Trustees considered that the Board receives detailed performance information for the Fund at each regular Board meeting during the year. The Trustees considered NTI’s assertion that it is difficult to compare the Fund’s investment performance to that of other funds because the Fund uses alternative investment strategies to generate returns with low volatility and low correlation with the market. The Trustees reviewed information showing the performance of the Fund compared to that of certain market indices. The Trustees noted that the Fund had a limited performance history but had outperformed the HFRI Equity Hedge Index—which serves as a reasonable proxy benchmark for the Fund—for the one-year period ended December 31, 2013. The Trustees concluded, that in light of the Fund’s performance versus relevant hedge fund indices, it would be in the Fund’s best interest to renew the Agreement.
INVESTMENT MANAGEMENT FEES, COST OF SERVICES AND PROFITS REALIZED BY NTI. The Board reviewed NTI’s costs in serving as the Fund’s investment adviser as well as the reported profitability of NTI resulting from its relationship with the Fund. The Trustees considered the investment management fees paid by the Fund to NTI, noting that the Fund pays NTI a fee at the annual rate of 1.25% of the Fund’s average daily net assets. The Trustees considered NTI’s assertion that it is difficult to make comparisons of management fees because there are variations in the services that are included in the fees paid by other funds. The Trustees considered that the Fund’s contractual and actual management fee of 1.25% ranks in the fourth and fifth quintiles, respectively, for funds similar in size, character and investment strategy, and the Fund’s total expenses ranked in the fourth quintile. The Board noted that the Fund was one of the smaller funds in its peer group and is one of only two funds in the peer group that does not charge a performance fee. The Trustees concluded that the Fund’s advisory fee and total expenses were reasonable.
ECONOMIES OF SCALE. The Board noted that the advisory fee schedule for the Fund does not contain breakpoints that would reduce the fee rate on assets above specified levels. The Board
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ANNUAL REPORT | | 17 | | NT EQUITY LONG/SHORT STRATEGIES FUND |
NT EQUITY LONG/SHORT STRATEGIES FUND
TRUSTEES AND OFFICERS continued | MARCH 31, 2014 (UNAUDITED) |
received and discussed information concerning whether NTI realizes economies of scale as the Fund’s assets grow beyond current levels. In light of the Fund’s current size and expense structure, the Board concluded that the absence of breakpoints in the Fund’s proposed fee schedule is acceptable at this time.
OTHER BENEFITS TO NTI. In evaluating the benefits that accrue to NTI through its relationship with the Fund, the Trustees noted that NTI and certain of its affiliates serve the Fund in various capacities, including as manager, placement agent, administrator, sub-administrator, custodian and transfer agent, and receive compensation from the Fund in connection with providing services to the Fund. The Trustees considered that each service proposed to be provided to the Fund by NTI or one of its affiliates is pursuant to a written agreement, which the Trustees evaluate periodically as required by law. The Trustees concluded that the additional benefits accruing to NTI and its affiliates were reasonable.
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NT EQUITY LONG/SHORT STRATEGIES FUND
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ANNUAL REPORT | | 19 | | NT EQUITY LONG/SHORT STRATEGIES FUND |
NT EQUITY LONG/SHORT STRATEGIES FUND
FOR MORE INFORMATION | (UNAUDITED) |
PORTFOLIO HOLDINGS
The Fund files its complete schedule of portfolio holdings with the SEC for the first and third quarters of each fiscal year on Form N-Q. The Fund’s Form N-Q is available on the SEC’s web site at sec.gov. You may also obtain a copy at the SEC’s Public Reference Room in Washington, D.C. Information about the Public Reference Room may be obtained by calling 800-SEC-0330.
PROXY VOTING
A description of the Fund’s Proxy Voting Policies and Procedures and the Fund’s portfolio securities voting record, for the 12-month period ended June 30 are available, without charge, upon request, by contacting the investment manager at 800-595-9111 or by visiting the SEC’s web site at sec.gov.
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NT EQUITY LONG/SHORT STRATEGIES FUND | | 20 | | ANNUAL REPORT |
Item 2. Code of Ethics.
(a) | The registrant has adopted a code of ethics that applies to its principal executive officer, principal financial officer, principal accounting officer or controller, or persons performing similar functions, regardless of whether these individuals are employed by the registrant or a third party (the “Code of Ethics”). |
(c) | The registrant amended its Code of Ethics during the period covered by this report to incorporate the new name of its investment manager. |
(d) | The registrant has not granted any waivers, including an implicit waiver, from any provisions of its Code of Ethics during the period covered by this report. |
Item 3. Audit Committee Financial Expert.
The registrant’s Board of Trustees has determined that the registrant has at least one “audit committee financial expert” (as defined in Item 3 of Form N-CSR), serving on its audit committee. John J. Masterson, Theodore A. Olson and Ralph F. Vitale are each an “audit committee financial expert” and each is “independent” (as each term is defined in Item 3 of Form N-CSR).
Under applicable securities laws and regulations, a person who is determined to be an audit committee financial expert will not be deemed an “expert” for any purpose, including without limitation for purposes of Section 11 of the Securities Act of 1933, as amended, as a result of being designated or identified as an audit committee financial expert. The designation or identification of a person as an audit committee financial expert does not impose on such person any duties, obligations, or liability that are greater than the duties, obligations, and liability imposed on such person as a member of the registrant’s Audit Committee and Board of Trustees in the absence of such designation or identification. The designation or identification of a person as an audit committee financial expert does not affect the duties, obligations or liability of any other member of the registrant’s Audit Committee or Board of Trustees.
3
Item 4. Principal Accountant Fees and Services.
Items 4(a) – 4(d): Audit, Audit-Related, Tax and All Other Fees
Fees billed by Deloitte & Touche LLP (“D&T”), independent registered public accounting firm, related to NT Equity Long/Short Strategies Fund (the “registrant” or “Trust”). D&T billed the registrant aggregate fees for services rendered to the registrant for the last two fiscal years as follows:
| | | | | | | | | | | | | | |
| | 2014 | | | | 2013 |
| | All fees and services to the Trust that were pre- approved | | All fees and services to service affiliates that were pre- approved | | All other fees and services to service affiliates that did not require pre-approval | | | | All fees and services to the Trust that were pre- approved | | All fees and services to service affiliates that were pre- approved | | All other fees and services to service affiliates that did not require pre- approval |
(a) Audit Fees | | $40,000 | | N/A | | N/A | | | | $40,000 | | N/A | | N/A |
| | | | | | | |
(b) Audit-Related Fees | | $24,000(1) | | $0 | | $135,000(3) | | | | $24,000(1) | | $0 | | $457,000(3) |
| | | | | | | |
(c) Tax Fees | | $26,000(2) | | $0 | | $534,000(4) | | | | $25,000(2) | | $0 | | $1,091,000(4) |
| | | | | | | |
(d) All Other Fees | | $0 | | $0 | | $1,600,000(5) | | | | $0 | | $0 | | $706,000(6) |
(1) | Amount relates to 17f-2 procedures. |
(2) | Preparation and signing of tax return. |
(3) | Amount relates to performance examination services performed for Northern Trust Global Investments Limited and agreed upon procedures for The Northern Trust Company. |
(4) | Amount relates to international tax compliance and consulting, fund tax return reviews, and general tax consultations for The Northern Trust Company. |
(5) | Amount relates to internal audit services, Sustainability Assurance, Hedge Fund Services compliance monitoring system, and other consulting services. |
(6) | Amount relates to United Kingdom client asset rules training and compliance review, and Manila Captive Center Assessment for The Northern Trust Company. |
“Service affiliates” as it relates to the aggregate “Audit Fees,” “Audit-Related Fees,” “Tax Fees” and “All Other Fees” that were billed by D&T for the fiscal years ended March 31, 2014 and March 31, 2013 are Northern Trust Investments, Inc. (“NTI” or the “Investment Manager”) and entities controlling, controlled by or under common control with NTI that provide ongoing services to the registrant. Services performed for service affiliates that relate directly to the operations and financial reporting of the registrant are required to be pre-approved. “Audit-Related Fees” are fees that are reasonably related to the performance of the audit or review of the registrant’s financial statements, but not reported as “Audit Fees.” “Tax Fees” are fees for professional services rendered by D&T for tax compliance, tax advice and tax planning. “All Other Fees” are for products and services provided by D&T other than those reported as Audit, Audit-Related or Tax Fees.
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Item 4(e)(1): Pre-Approval Policies and Procedures
Pursuant to the registrant’s Audit Committee Charter adopted on August 18, 2011 (and revised on May 23, 2013) to the extent required by applicable regulations, all audit and non-audit services provided by the independent registered public accountants shall either be: (a) pre-approved by the registrant’s Audit Committee as a whole; or (b) between meetings of the Audit Committee by the Chairman of the Audit Committee and the registrant’s designated Audit Committee Financial Expert (if any) acting jointly (if both are available) or singly (if either is unavailable), provided that, in each case, such pre-approvals must be reported to the full audit committee at its next meeting.
Item 4(e)(2): Percentage of Fees Pre-Approved Pursuant to Waiver Provision of Paragraph (c)(7)(i)(C) of Rule 2-01 of Regulation S-X
No percentage of the principal accountant’s fees or services was approved pursuant to the waiver provision of paragraph (c)(7)(i)(C) of Rule 2-01 of Regulation S-X.
Item 4(f): Work Performed by Persons Other than the Principal Accountant
Not applicable.
Item 4(g): Aggregate Non-Audit Fees Disclosure
The aggregate non-audit fees and services billed by D&T for services rendered to the registrant and service affiliates for the last two fiscal years were $2,319,000 and $2,320,400 for 2014 and 2013, respectively.
Item 4(h): Non-Audit Services and Independent Registered Public Accountant’s Independence
The registrant’s Audit Committee has considered whether the provision of services other than audit services that were rendered to the registrant’s investment adviser, and any entity controlling, controlled by, or under common control with the Investment Manager that provides ongoing services to the registrant that were not pre-approved pursuant to paragraph (c)(7)(ii) of Rule 2-01 of regulation S-X is compatible with maintaining the independent registered public accounting firm’s independence.
Item 5. Audit Committee of Listed Registrants.
Not applicable.
Item 6. Investments.
The registrant has elected to include the schedule of investments in securities of unaffiliated issuers as part of the report to shareholders filed under Item 1 of this report on Form N-CSR.
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Item 7. Disclosure of Proxy Voting Policies and Procedures for Closed-End Management Investment Companies.
The registrant and the Investment Manager have each adopted proxy voting policies; which are provided below, respectively.
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EFFECTIVE DATE: 01/01/20141
NT ALPHA STRATEGIES FUND
NT EQUITY LONG/SHORT STRATEGIES FUND
PROXY VOTING POLICY
The NT Alpha Strategies Fund and the NT Equity Long/Short Strategies Fund (each a “Fund”; collectively, the “Funds”) operate as “fund-of-funds,” investing, either directly or indirectly, in a group of private funds or other pooled investment vehicles or accounts (each a “Sub-Fund”; and collectively, the “Sub-Funds”), which are managed by investment advisers. These Sub-Funds do not typically convey traditional voting rights to their holders and the occurrence of corporate governance or other notices for this type of investment is substantially less than that encountered in connection with registered equity securities. On occasion, however, Northern Trust Investments, Inc. (the “Investment Manager”) and/or a Fund may receive notices from Sub-Funds seeking the consent of their holders in order to materially change certain rights within the structure of the security itself or change material terms of the Sub-Funds limited partnership agreement, limited liability company operating agreement or similar agreement with investors. To the extent that a Fund receives notices or proxies from Sub-Funds (or receives proxy statements or similar notices in connection with any other portfolio securities), the Fund has delegated proxy voting responsibilities with respect to the Fund’s portfolio securities to the Investment Manager, subject to the general oversight of the Fund’s Board of Trustees (“Board”) and with the direction that proxies should be voted consistent with the Fund’s best economic interests.
The Investment Manager has adopted the Northern Trust Proxy Voting Policies and Procedures (the “NT Proxy Policy”) for the voting of proxies on behalf of client accounts for which the Investment Manager has voting discretion, including the Funds. Under the NT Proxy Policy, proxies are to be voted in the best interests of the applicable Fund.
A Proxy Committee comprised of senior Northern Trust investment and compliance officers has adopted certain guidelines (the “Proxy Guidelines”) concerning various corporate governance issues. The Proxy Committee has the responsibility for the content, interpretation and application of the Proxy Guidelines and may apply these Proxy Guidelines with a measure of flexibility. Northern Trust has retained an independent third party (the “Service Firm”) to review proxy proposals and to make voting recommendations to the Proxy Committee in a manner consistent with the Proxy Guidelines.
Northern Trust may choose not to vote proxies in certain situations or for a Fund. This may occur, for example, in situations where the exercise of voting rights could restrict the ability to freely trade the security in question (as is the case, for example, in certain foreign jurisdictions known as “blocking markets”). In circumstances in which the Service Firm does not provide recommendations for a particular proxy, the Proxy Committee may obtain recommendations from analysts at Northern Trust 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.
The Funds’ Chief Compliance Officer will report to each Fund’s Board when the Investment Manager has voted any proxies.
Each Fund will file Form N-PX, with its complete proxy voting record for the twelve months ended June 30, no later than August 31 of each year. Once filed, the Fund’s Form N-PX filing will be available: (i) without charge, upon request, by calling the Fund at (800) 595-9111, or (ii) by visiting the SEC’s website at http://www.sec.gov.
1 | See “Policies and Procedures for Hedge RICs” log for policy or procedures history. |
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NORTHERN TRUST
PROXY VOTING
POLICIES, PROCEDURES AND
GUIDELINES
Revised 11/15/13
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Northern Trust
Proxy Voting
Policies and Procedures
These policies and procedures (and the guidelines that follow) apply to the voting of proxies by Northern Trust Corporation affiliates (“Northern Trust”) for accounts over which Northern Trust has been granted proxy voting discretion.
SECTION 1. PROXY VOTING GUIDELINES
The fundamental precept followed by Northern Trust in voting proxies is to ensure that the manner in which shares are voted is in the best interest of clients/beneficiaries and the value of the investment. As used in these policies and procedures the term “clients/beneficiaries” means any person or entity having the legal or beneficial ownership interest, as the case may be, in a trust, custody or investment management account over which Northern Trust has discretionary voting authority.
Absent special circumstances of the types described in these policies and procedures, Northern Trust will generally exercise its proxy voting discretion in accordance with the guidelines set forth below. In situations where the application of Northern Trust’s guidelines would be inappropriate for particular proxy issues of non-U.S. companies due to local market standards, customs and best practices, Northern Trust will instruct its Proxy Voting Service (defined below in Section 3) to provide a vote recommendation based on the Proxy Voting Service’s relevant global guidelines. Examples of such issues include “poison pill” defenses, which are allowed to be approved by a company’s board of directors without shareholder approval in a number of countries, and definitions of director independence, which vary significantly from country to country.
The foregoing domestic and global proxy voting guidelines are collectively referred to in these policies and procedures as the “Proxy Guidelines”.
SECTION 2. PROXY COMMITTEE
Northern Trust’s Proxy Committee has responsibility for the content, interpretation and application of the Proxy Guidelines. Membership of the Proxy Committee consists of a group of senior Northern Trust investment and compliance officers. Meetings of the Proxy Committee may be called by the Chairperson or, in his or her absence, by any two committee members. Meetings may be conducted in person or telephonically. A majority of committee members present (in person or by proxy) will constitute a quorum for the transacting of business at any meeting. The approval of proxy votes or changes to these policies and procedures or the Proxy Guidelines may be made by majority vote of those present (in person or by proxy) at a meeting called for that purpose. Alternatively, the Committee may approve proxy votes or changes to these policies and procedures or the Proxy Guidelines by a majority vote communicated telephonically (without a meeting) or electronically, provided that any action so approved is properly documented and reflected in minutes of the next meeting of the Committee.
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SECTION 3. PROXY VOTING SERVICE
Northern Trust has delegated to an independent third party proxy voting service (“Proxy Voting Service”), the responsibility to review proxy proposals and to make voting recommendations to the Proxy Committee in a manner consistent with the Proxy Guidelines. In the event that the Proxy Voting Service does not or will not provide recommendations with respect to proxy proposals for securities over which Northern Trust or its affiliates have voting discretion, the relevant proxy analyst at Northern Trust responsible for the issuer or its business sector shall be responsible for reviewing the proxy proposal and making a voting recommendation to the Proxy Committee consistent with the Proxy Guidelines.
SECTION 4. APPLICATION OF PROXY GUIDELINES
It is intended that the Proxy Guidelines will be applied with a measure of flexibility. Accordingly, except as otherwise provided in these policies and procedures, the Proxy Committee may vote proxies contrary to the recommendations of the Proxy Voting Service, or, in the circumstances described in Section 3 above, a Northern Trust proxy analyst, if it determines such action to be in the best interests of Northern Trust clients/beneficiaries. In the exercise of such 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, a proxy may be voted in one manner in the case of one company and in a different manner in the case of another where, for example, the 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 to a conclusion that particular proposals present unacceptable investment risks and should not be supported. In addition, the proposals should be evaluated in context. For example, a particular proposal may be acceptable standing alone, but objectionable when part of an existing or proposed package, such as where the effect may be to entrench management. Special circumstances may also justify casting different votes for different clients/beneficiaries with respect to the same proxy vote.
The Proxy Committee will document the rationale for any proxy voted contrary to the recommendation of the Proxy Voting Service or, in the circumstances described in Section 3 above, a Northern Trust proxy analyst.
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SECTION 5. CONFLICTS OF INTEREST
The Proxy Committee may occasionally be subject to conflicts of interest in the voting of proxies. Clear examples include proxy votes on securities issued by Northern Trust Corporation or its affiliates and proxy votes on matters in which Northern Trust has a direct financial interest (such as shareholder approval of a change in mutual fund advisory fees where Northern Trust is the fund advisor). Conflicts of interest may also be present due to relationships that Northern Trust, its board members, executive officers, and others maintain with the issuers of securities, proponents of shareholder proposals, participants in proxy contests, corporate directors or candidates for directorships.
Northern Trust has sought to address proxy related conflicts of interest in various ways, including the establishment, composition and authority of the Proxy Committee, and by its delegation of primary responsibility for proxy review and vote recommendation functions to the Proxy Voting Service. For these reasons the potential for conflicts of interest in the voting of proxies generally arises only where the Proxy Committee is considering the possibility of voting in a manner contrary to a vote recommendation received from the Proxy Voting Service or where the Proxy Voting Service has not provided a vote recommendation. In these situations, the Proxy Committee will need to determine if a conflict of interest exists and, in situations where a conflict is determined to exist, if the conflict is so severe that the Proxy Committee is unable to exercise independent judgment. Conflicts for which the Proxy Committee determines it is unable to exercise independent judgment are referred to in these policies and procedures as “Disabling Conflicts” and other conflicts are referred to as “Non-Disabling Conflicts”.
Conflicts where the Proxy Committee has received a vote recommendation from the Proxy Voting Service. Where the Proxy Committee determines that it is subject to a Disabling Conflict, it will vote in accordance with the vote recommendation received from the Proxy Voting Service. Where the Proxy Committee determines that it is subject to a Non-Disabling Conflict, it either may vote in accordance with the vote recommendation received from the Proxy Voting Service, or it may vote contrary to the vote recommendation received from the Proxy Voting Service if the Proxy Committee determines, consistent with its duty of loyalty and care, and by a vote of at least 70% of its voting members, that the interests of clients/beneficiaries would be better served by voting contrary to such vote recommendation.
Conflicts where the Proxy Committee has not received a vote recommendation from the Proxy Voting Service. Where the Proxy Committee determines that it is subject to a Disabling Conflict, it may resolve the conflict in any of the following ways, which may vary, consistent with its duty of loyalty and care, depending upon the facts and circumstances of each situation and the requirements of applicable law:
| — | | Following the vote recommendation of an independent fiduciary appointed for that purpose |
| — | | Voting pursuant to client direction |
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| — | | Voting pursuant to a “mirror voting” arrangement (under which shares are voted in the same manner and proportion as some or all of the other shares not voted by the Proxy Committee). |
Where the Proxy Committee determines that is subject to a Non-Disabling Conflict, it may resolve the conflict in a manner consistent with the preceding paragraph or it may vote in its discretion, provided that any discretionary vote that favors a party that is the source of the conflict may only be made if the Proxy Committee determines, consistent with its duty of loyalty and care, and by a vote of at least 70% of its voting members, that the interests of clients/beneficiaries are best served by such vote.
SECTION 6. PROXY VOTING RECORDS; CLIENT DISCLOSURES
Northern Trust will maintain the following records relating to proxy votes cast under these policies and procedures:
I. | A copy of these policies and procedures. |
II. | A copy of each proxy statement Northern Trust receives regarding client securities. |
III. | A record of each vote cast by Northern Trust on behalf of a client. |
IV. | A copy of any document created by the Proxy Committee that was material to making a decision how to vote proxies on behalf of a client or that memorialized the basis for that decision. |
V. | A copy of each written client request for information on how Northern Trust voted proxies on behalf of the client, and a copy of any written response by Northern Trust to any (written or oral) client request for information on how Northern Trust voted proxies on behalf of the requesting client. |
The foregoing records will be retained for such period of time as is required to comply with applicable laws and regulations. Northern Trust may rely on one or more third parties to make and retain the records referred to in items II. and III. above.
The Proxy Committee will cause copies of the foregoing records, as they relate to particular clients, to be provided to those clients upon request. It is generally the policy of Northern Trust not to disclose its proxy voting records to third parties, except as may be required by applicable laws and regulations.
SECTION 7. ERISA ACCOUNTS
Plans governed by the Employee Retirement Income Security Act of 1974, as amended (“ERISA”), are to be administered consistent with the terms of the governing plan documents and applicable provisions of ERISA. In cases where sole proxy voting discretion rests with Northern Trust, the foregoing policies and procedures will be followed, subject to the fiduciary responsibility standards of ERISA. These standards generally require fiduciaries to act prudently and to discharge their duties solely in the
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interests of participants and beneficiaries. The Department of Labor has indicated that the voting decisions of ERISA fiduciaries must generally focus on the course that would most likely increase the value of the stock being voted.
The documents governing ERISA individual account plans may set forth various procedures for voting “employer securities” held by the plan. Where authority over the investment of plan assets is granted to plan participants, many individual account plans provide that proxies for employer securities will be voted in accordance with directions received from plan participants as to shares allocated to their plan accounts. In some cases, the governing plan documents may further provide that unallocated shares and/or allocated shares for which no participant directions are received will be voted in accordance with a proportional voting method in which such shares are voted proportionately in the same manner as are allocated shares for which directions from participants have been received. Consistent with Labor Department positions, it is the policy of Northern Trust to follow the provisions of a plan’s governing documents in the voting of employer securities unless it determines that to do so would breach its fiduciary duties under ERISA.
SECTION 8. MUTUAL FUNDS
Proxies of registered management investment companies will be voted subject to any applicable investment restrictions of the fund and, to the extent applicable, in accordance with any resolutions or other instructions approved by authorized persons of the fund.
SECTION 9. OTHER SPECIAL SITUATIONS
Proxies of funds or accounts that specify the use of proxy guidelines other than the Proxy Guidelines will be voted in accordance with these other guidelines. Northern Trust may choose not to vote proxies in certain situations or for certain accounts either where it deems the cost of doing so to be prohibitive or where the exercise of voting rights could restrict the ability of an account’s portfolio manager to freely trade the security in question. For example, in accordance with local law or business practices, many foreign companies prevent the sales of shares that have been voted for a certain period beginning prior to the shareholder meeting and ending on the day following the meeting (“share blocking”). Due to these restrictions, Northern Trust must balance the benefits to its clients of voting proxies against the potentially serious portfolio management consequences of a reduced flexibility to sell the underlying shares at the most advantageous time. For companies in countries with share blocking periods, the disadvantage of being unable to sell the stock regardless of changing conditions generally outweighs the advantages of voting at the shareholder meeting for routine items. Accordingly, Northern Trust will not vote those proxies in the absence of an unusual, significant vote. Various accounts over which Northern Trust has proxy voting discretion participate in securities lending programs administered by Northern Trust or a third party. Because title to loaned securities passes to the borrower, Northern Trust will be unable to vote any security that is out on loan to a borrower on a proxy record date. If Northern Trust has investment discretion, however, it reserves the right of the portfolio manager to instruct the lending agent to terminate a loan in situations where the matter to be voted upon is deemed to be material to the investment and the benefits of voting the security are deemed to outweigh the costs of terminating the loan.
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Northern Trust
Proxy Voting Guidelines
I. The Board of Directors
A. Voting on Director Nominees in Uncontested Elections
Northern Trust generally votes for director nominees in uncontested elections absent countervailing factors such as a lack of director independence (see below), chronic, unjustified absenteeism, concerns regarding the inattentiveness of the nominee, including the number of public company boards on which the nominee sits, and if the nominee sits on an audit, compensation or risk committee, concerns regarding the actions taken by such committees.
B. Director Independence
For any situations not already covered by a rule or regulation, Northern Trust will generally vote for shareholder proposals requesting that the board of a company be comprised of a majority of independent directors and will generally vote against shareholder proposals requesting that the board of a company be comprised of a supermajority of independent directors.. Northern Trust generally votes for shareholder proposals that request that the board audit, compensation and/or nominating committees include independent directors exclusively and withholds votes for the election of non-independent directors serving on an audit, compensation or nominating committee or board. In addition, Northern Trust generally leaves the choice of chairman to the board’s discretion as Northern Trust’s support for proposals that principal committees consist exclusively of independent directors and that the board be comprised of a majority of independent directors provides sufficient checks and balances.
For all situations that involve a NASDAQ or a NYSE listed company, Northern Trust will use the NASDAQ’s or the NYSE’s definition, respectively, of an independent director to determine a board candidate’s status. In any other situation, Northern Trust will consider a board candidate or member to lack independence if the proposed director:
a) Receives, or one of the proposed director’s immediate family members receives, more than $100,000 per year in direct compensation from the listed company, other than director and committee fees and pension or other forms of deferred compensation for prior service (provided such compensation is not contingent in any way on continued service); such person is presumed not to be independent until three years after he or she ceases to receive more than $100,000 per year in such compensation.
b) Is affiliated with or employed by, or if one of the proposed director’s immediate family members is affiliated with or employed in a professional capacity by, a present or former auditor of the company; the proposed director will not be considered “independent” until three years after the end of either the affiliation or the auditing relationship.
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c) Is employed, or one of the proposed director’s immediate family members is employed, as an executive officer of another company where any of the listed company’s present executives serves on that company’s compensation committee; the proposed director will not be considered “independent” until three years after the end of such service or the employment relationship.
d) Is an executive officer or an employee, or one of the proposed director’s immediate family members is an executive officer, of another company (A) that accounts for at least 2% or $1 million, whichever is greater, of the listed company’s consolidated gross revenues, or (B) for which the listed company accounts for at least 2% or $1 million, whichever is greater, of such other company’s consolidated gross revenues; in each case, the proposed director is not considered “independent” until three years after consolidated gross revenues fall below that threshold.
C. Lead Independent Director
Northern Trust generally votes for shareholder proposals in support of the appointment of a lead independent director
D. Stock Ownership Requirements
Northern Trust generally votes against shareholder proposals requiring directors to own a minimum amount of company stock in order to qualify as a director, or to remain on the board.
E. Term of Office
Northern Trust generally votes against shareholder proposals to limit the tenure of outside directors.
F. Director and Officer Indemnification and Liability Protection
Proposals concerning director and officer indemnification and liability protection are evaluated on a case by case basis. Northern Trust generally votes for proposals providing indemnification protection to officers and directors, and for proposals limiting the liability of officers and directors for monetary damages, provided such proposals do not appear to conflict with applicable law and cover only future actions.
G. Charitable Contributions
Northern Trust votes against shareholder proposals to eliminate, direct or otherwise restrict charitable contributions.
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II. Proxy Contests
A. Voting for Director Nominees in Contested Elections
Votes in a contested election of directors are evaluated on a case-by-case basis, considering the following factors:
• | | long-term financial performance of the target company relative to its industry; |
• | | management’s track record; |
• | | background to the proxy contest; |
• | | qualifications of director nominees (both slates); |
• | | evaluation of what each side is offering shareholders as well as the likelihood that the proposed objectives and goals can be met; and |
• | | stock ownership positions. |
B. Reimburse Proxy Solicitation Expenses
Decisions to provide full reimbursement for dissidents waging a proxy contest are made on a case-by-case basis. Northern Trust will generally support such proposals in cases where (i) Northern Trust votes in favor the dissidents and (ii) the proposal is voted on the same proxy as the dissident slate and, as such, is specifically related to the contested proxy at issue.
Northern Trust generally votes for proposals allowing shareholders to elect replacements and fill vacancies.
III. Auditors
Ratifying Auditors
Northern Trust generally votes for proposals to ratify auditors, unless: an auditor has a financial interest in or association with the company, and is therefore not independent; or there is reason to believe that the independent auditor has rendered an opinion which is neither accurate nor indicative of the company’s financial position.
Northern Trust generally votes against shareholder proposals that seek to restrict management’s ability to utilize selected auditors, subject to the qualifications set forth above.
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IV. Proxy Contest Defenses
A. Board Structure: Staggered vs. Annual Elections
Northern Trust generally votes against proposals to classify the board and for proposals to repeal classified boards and to elect all directors annually.
B. Shareholder Ability to Remove Directors
Northern Trust generally votes for proposals that provide that directors may be removed only for cause.
Northern Trust generally votes for proposals allowing shareholders to elect replacements and fill vacancies.
C. Cumulative Voting
Northern Trust generally votes against proposals to eliminate cumulative voting, unless such proposals are intended to effectuate a majority voting policy.
Northern Trust generally votes for proposals to institute cumulative voting, unless the company has previously adopted a majority voting policy, or a majority voting shareholder proposal, consistent with Northern Trust’s majority voting guidelines, is on the ballot at the same time as the cumulative voting proposal, in which case Northern Trust generally votes against such cumulative voting proposals.
D. Majority Voting
In analyzing shareholder proposals calling for directors in uncontested elections to be elected by an affirmative majority of votes cast, Northern Trust focuses on whether or not the company has adopted a written majority voting (or majority withhold) policy that provides for a meaningful alternative to affirmative majority voting.
In cases where companies have not adopted a written majority voting (or majority withhold) policy, Northern Trust generally votes for shareholder majority voting proposals.
In cases where companies have adopted a written majority voting (or majority withhold) policy, Northern Trust generally votes against shareholder majority voting proposals, provided that the policy is set forth in the company’s annual proxy statement and either:
- requires nominees who receive majority withhold votes to tender their resignation to the board;
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- sets forth a clear and reasonable timetable for decision-making regarding the nominee’s status; and
- does not contain any specific infirmities that would render it an ineffective alternative to an affirmative majority voting standard
or otherwise provides a meaningful alternative to affirmative majority voting.
In determining the adequacy of a company’s majority voting (or majority withhold) policy, Northern Trust may also consider, without limitation, any factors set forth in the policy that are to be taken into account by the board in considering a nominee’s resignation and the range of actions open to the board in responding to the resignation (e.g., acceptance of the resignation, maintaining the director but curing the underling causes of the withheld votes, etc.).
E. Shareholder Ability to Call Special Meetings
Northern Trust generally votes for proposals to restrict or prohibit shareholder ability to call special meetings, but will vote against such proposals and in favor of shareholder proposals to allow shareholders to call special meetings if the minimum ownership requirement is at least 10% of outstanding shares.
F. Shareholder Ability to Act by Written Consent
Northern Trust generally votes against shareholder proposals allowing shareholders to take action by written consent. Northern Trust will review on a case-by-case basis management proposals allowing shareholders to take action by written consent
G. Shareholder Ability to Alter the Size of the Board
Northern Trust generally votes against proposals limiting management’s ability to alter the size of the board.
V. Tender Offer Defenses
A. Poison Pills
Northern Trust generally votes against shareholder proposals that ask a company to submit its poison pill for shareholder ratification.
Northern Trust will review on a case-by-case basis management proposals to ratify a poison pill.
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B. Fair Price Provisions
Northern Trust will review votes case-by-case on fair price proposals, taking into consideration whether the shareholder vote requirement embedded in the provision is no more than a majority of disinterested shares.
Northern Trust generally votes for shareholder proposals to lower the shareholder vote requirement in existing fair price provisions.
C. Greenmail
Northern Trust generally votes for proposals to adopt anti-greenmail charter or bylaw amendments or otherwise restrict a company’s ability to make greenmail payments.
Northern Trust votes on a case-by-case basis anti-greenmail proposals when they are bundled with other charter or bylaw amendments.
D. Pale Greenmail
Northern Trust votes on a case-by-case basis restructuring plans that involve the payment of pale greenmail.
E. Unequal Voting Rights
Northern Trust generally votes against dual class exchange offers.
Northern Trust generally votes against dual class recapitalizations.
F. Supermajority Shareholder Vote Requirement to Amend the Charter or Bylaws
Northern Trust generally votes against management proposals to require a supermajority shareholder vote to approve charter and bylaw amendments.
Northern Trust generally votes for shareholder proposals to lower supermajority shareholder vote requirements for charter and bylaw amendments.
G. Supermajority Shareholder Vote Requirement to Approve Mergers
Northern Trust generally votes against management proposals to require a supermajority shareholder vote to approve mergers and other significant business combinations.
Northern Trust generally votes for shareholder proposals to lower supermajority shareholder vote requirements for mergers and other significant business combinations.
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H. White Squire Placements
Northern Trust generally votes for shareholder proposals to require shareholder approval of blank check preferred stock issues for other than general corporate purposes, unless the company has committed to issuing such shares with no more than one vote per share.
VI. Miscellaneous Governance Provisions
A. Confidential Voting
Northern Trust generally votes for proposals requiring confidential voting and independent vote tabulators.
B. Equal Access
Northern Trust generally votes against shareholder proposals that would allow significant company shareholders equal access to management’s proxy material in order to evaluate and propose voting recommendations on proxy proposals and director nominees, and in order to nominate their own candidates to the board.
C. Bundled Proposals
Northern Trust votes on a case-by-case basis bundled or “conditioned” proxy proposals. In the case of items that are conditioned upon each other, we examine the benefits and costs of the packaged items. In instances when the joint effect of the conditioned items is not in shareholders’ best interests, we vote against the proposals. If the combined effect is positive, we support such proposals.
D. Shareholder Advisory Committees
Northern Trust votes on a case-by-case basis, proposals to establish a shareholder advisory committee.
E. Board of Directors Failure to Respond to Certain Majority Approved Shareholder Proposals
Northern Trust votes on a case-by-case basis on whether to withhold votes from certain directors in the event the board of directors has failed to adequately respond to a majority approved shareholder proposal. Northern Trust will generally not withhold votes from directors in cases where Northern Trust previously voted against the majority approved shareholder proposal. In cases where Northern Trust previously voted in favor of the majority approved shareholder proposal, it will first determine whether it is appropriate under the circumstances to withhold votes from any directors, and if it determines that such action is appropriate it will then determine the director or directors from which votes should be withheld. Factors that will be taken into consideration include the documented response of the board, if any, concerning its action or inaction relating to the relevant
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shareholder proposal, whether particular board members served on a committee that was responsible for determining a response to the shareholder proposal, the importance of retaining particular directors or groups of directors to protect shareholder value, and such other factors as Northern Trust may deem appropriate.
F. Board Of Directors Failure to Adequately Respond to Rejected Board Compensation Proposals.
Northern Trust votes on a case by case basis on whether to withhold votes from certain directors in the event the board of directors has not adequately responded to situations in which board proposals for approval of executive compensation have failed to receive majority shareholder approval.
G. Succession Policies
Northern Trust generally votes for proposals seeking disclosure on a CEO succession planning policy, considering the scope of the request and the company’s existing disclosure on its current CEO succession planning process.
VII. Capital Structure
A. Common Stock Authorization
Northern Trust votes on a case-by-case basis, proposals to increase the number of shares of common stock authorized for issue.
B. Stock Distributions: Splits and Dividends
Northern Trust generally votes for management proposals to increase common share authorization for a stock split, provided that the 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 split.
C. Reverse Stock Splits
Northern Trust generally votes for 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.
D. Blank Check Preferred Authorization
Absent special circumstances (e.g., actions taken in the context of a hostile takeover attempt) indicating an abusive purpose, Northern Trust generally votes against proposals
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that would authorize the creation of new classes of preferred stock with unspecified voting, conversion, dividend and distribution, and other rights, stock unless the voting, conversion, dividend and distribution, and other rights are specified and the voting rights are limited to one vote per share.
E. Shareholder Proposals Regarding Blank Check Preferred Stock
Northern Trust generally votes for shareholder proposals requiring blank check preferred stock placements to be submitted for shareholder ratification unless the shares are to be issued for the purpose of raising capital or making acquisitions.
F. Adjust Par Value of Common Stock
Northern Trust generally votes for management proposals to reduce the par value of common stock.
G. Preemptive Rights
Northern Trust reviews on a case-by-case basis, proposals to create or abolish preemptive rights. In evaluating proposals on preemptive rights, we look at the size of a company and the characteristics of its shareholder base. We generally oppose preemptive rights for publicly-held companies with a broad stockholder base.
H. Debt Restructurings
Northern Trust reviews on a case-by-case basis, proposals to increase common and/or preferred shares and to issue shares as part of a debt restructuring plan. We consider the following issues:
• | | Dilution — How much will ownership interest of existing shareholders be reduced, and how extreme will dilution to any future earnings be? |
• | | Change in Control — Will the transaction result in a change in control of the company? |
• | | Bankruptcy — Is the threat of bankruptcy, which would result in severe losses in shareholder value, the main factor driving the debt restructuring? |
Generally, we approve proposals that facilitate debt restructurings unless there are clear signs of self-dealing or other abuses.
I. Share Repurchase Programs
Northern Trust generally votes for management proposals to institute open-market share repurchase plans in which all shareholders may participate on equal terms.
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VIII. Executive and Director Compensation
Northern Trust votes on a case-by-case basis on executive and director compensation plans. Northern Trust generally votes against compensation plans if :
a. The exercise price is less than 100% of fair market value at the time of grant; or
b. The company has repriced underwater stock options during the past three years; or
c. The company fails the following described burn rate test.
A company will generally fail Northern Trust’s burn rate test if its three year average burn rate exceeds 2% AND exceeds an amount that is one standard deviation in excess of its GICS industry mean (segmented by Russell 3000 and non-Russell 3000 companies). A company that exceeds both of the foregoing three year average burn rates amounts can avoid a negative vote if it commits in a public filing to maintain a burn rate over the next three fiscal years that is no higher than one standard deviation in excess of its industry mean as calculated at the time of the proposal. Restricted shares or other “full-value” awards granted will be counted against the burn rate based on the following multiplier that varies based on a company’s annual stock price volatility:
| | | | | | |
Company Characteristics | | Annual Stock Price Volatility | | | | Multiplier |
High Volatility | | 53% or greater | | 1.5 to 1 | | |
MediumVolatility | | 25% to 52.99% | | | | 2.0 to 1 |
Low Volatility | | 25% or lower | | | | 4.0 to 1 |
A. OBRA-Related Compensation Proposals
— | | Amendments that Place a Cap on Annual Grant or Amend Administrative Features |
Northern Trust generally votes for plans that simply amend shareholder-approved plans to include administrative features or place a cap on the annual grants any one participant may receive to comply with the provisions of Section 162(m) of OBRA.
— | | Amendments to Added Performance-Based Goals |
Northern Trust generally votes for amendments to add performance goals to existing compensation plans to comply with the provisions of Section 162(m) of OBRA.
— | | Amendments to Increase Shares and Retain Tax Deductions Under OBRA |
Votes on amendments to existing plans that would both increase shares reserved AND qualify the plan for favorable tax treatment under the provisions of Section 162(m) should be evaluated on a case-by-case basis.
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— | | Approval of Cash or Cash-and-Stock Bonus Plans |
Northern Trust generally votes for cash or cash-and-stock bonus plans to exempt the compensation from taxes under the provisions of Section 162(m) of OBRA.
B. Proposals Concerning Executive and Director Pay
Northern Trust generally votes for proposals that call for ratification of the compensation of the named Executive Officers and the accompanying narrative disclosure of material factors provided to understand the Summary Compensation Table in the Company’s proxy statement where Northern Trust believes that the specific circumstances relating to the individual company warrant such shareholder involvement.
Northern Trust votes on a case by case basis on shareholder advisory votes concerning the compensation of named executive officers, taking into account whether the current disclosure of factors required by Item 402 of Regulation S-K is adequate, whether the executive compensation is sufficiently tied to performance goals, whether performance metrics are adequately disclosed and reasonable and whether the ratio of discretionary to overall executive compensation is adequately explained in the performance metrics. .
Northern Trust generally votes proposals regarding the frequency of advisory votes on executive compensation in accordance with the recommendation of the issuer’s board of directors, as long as such recommendations are in compliance with existing rules and regulations. If the issuer’s board of directors does not make a recommendation, then Northern Trust generally votes for the frequency of such votes to occur on a triennial basis, unless regulations or rules dictate that such votes should occur on a more frequent basis.
Northern Trust generally votes on a case-by-case basis all other shareholder proposals that seek additional disclosure of executive and director pay information.
Northern Trust votes on a case-by-case basis all other shareholder proposals that seek to limit executive and director pay.
C. Golden and Tin Parachutes
Northern Trust generally votes against shareholder proposals to have golden and tin parachutes submitted for shareholder ratification.
D. Employee Stock Ownership Plans (ESOPs) and Other Broad-Based Employee Stock Plans
Northern Trust generally votes for proposals to approve an ESOP 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).
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E. 401(k) Employee Benefit Plans
Northern Trust generally votes for proposals to implement a 401(k) savings plan for employees.
F. Director Retirement Benefits
Northern Trust generally votes for shareholder proposals requesting companies cease to pay retirement benefits to directors.
IX. State of Incorporation
A. Voting on State Takeover Statutes
Northern Trust votes on a case-by-case basis proposals to opt in or out of state takeover statutes (including control share acquisition statutes, control share cash-out statutes, freezeout provisions, fair price provisions, stakeholder laws, poison pill endorsements, severance pay and labor contract provisions, anti-greenmail provisions, and disgorgement provisions).
B. Voting on Reincorporation Proposals
Proposals to change a company’s state of incorporation are examined on a case-by-case basis.
X. Mergers and Corporate Restructurings
A. Mergers and Acquisitions
Votes on mergers and acquisitions are considered on a case-by-case basis, taking into account at least the following:
• | | anticipated financial and operating benefits; |
• | | offer price (cost vs. premium); |
• | | prospects of the combined companies; |
• | | how the deal was negotiated; and |
• | | changes in corporate governance and their impact on shareholder rights. |
Northern Trust generally votes on a case-by-case basis in cases where, in connection with a
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merger or acquisition seeking shareholder approval, a separate shareholder vote is required to approve any agreements or understandings regarding compensation disclosed pursuant to Item 402(t) of Regulation S-K (golden parachute arrangements).
B. Corporate Restructuring
Votes on corporate restructuring proposals, including minority squeezeouts, leveraged buyouts, spin-offs, liquidations, and asset sales are considered on a case-by-case basis.
C. Spin-offs
Votes on spin-offs are considered on a case-by-case basis depending on the tax and regulatory advantages, planned use of sale proceeds, market focus, and managerial incentives.
D. Asset Sales
Votes on asset sales are made on a case-by-case basis after considering the impact on the balance sheet/working capital, value received for the asset, and potential elimination of diseconomies.
E. Liquidations
Votes on liquidations are made on a case-by-case basis after reviewing management’s efforts to pursue other alternatives, appraisal value of assets, and the compensation plan for executives managing the liquidation.
F. Appraisal Rights
Northern Trust generally votes for proposals to restore, or provide shareholders with, rights of appraisal.
G. Changing Corporate Name
Northern Trust generally votes for changing the corporate name.
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H. Adjourn Meeting
Northern Trust generally votes against proposals giving management discretion to adjourn a meeting of shareholders in order to solicit additional votes.
XI. Mutual Funds
A. Election of Trustees
Votes on trustee nominees are evaluated on a case-by-case basis.
B. Investment Advisory Agreement
Votes on investment advisory agreements are evaluated on a case-by-case basis.
C. Fundamental Investment Restrictions
Votes on amendments to a fund’s fundamental investment restrictions are evaluated on a case-by-case basis.
D. Distribution Agreements
Votes on distribution agreements are evaluated on a case-by-case basis.
XII. Social and Environmental Issues
A. Northern Trust generally votes for proposals advocating the elimination of workplace discrimination based on sexual orientation or gender identity.
B Northern Trust generally votes for proposals requesting increased disclosure regarding the environmental impact of a company’s operations and products and initiatives to curtail these risks, unless sufficient information has been disclosed to shareholders or is otherwise publicly available.
C Northern Trust generally votes for proposals requesting the issuance of corporate sustainability reports, as well as disclosure, where relevant, concerning the emission of greenhouse gasses and the use of fracturing in connection with the extraction of natural gases,
D. Northern Trust generally votes for proposals requesting the issuance of reports by a company detailing its energy efficiency plans.
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In other social and environmental issues, Northern Trust generally supports the position of a company’s board of directors when voting on shareholder initiated social and environmental proposals. Although Northern Trust acknowledges that the economic and social considerations underlying such proposals are often closely intertwined, we believe that in most cases the management group and elected directors are best positioned to make corporate decisions on these proposals.
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Item 8. Portfolio Managers of Closed-End Management Investment Companies.
(a)(1) | At March 31, 2014 an investment team (the “Investment Team”) led by Robert P. Morgan and Tony Lissuzzo was jointly and primarily responsible for the day-to-day management of the Fund’s portfolio. |
Robert P. Morgan is Senior Vice President and Managing Director of the Investment Manager’s Alternatives Group. Mr. Morgan is responsible for all aspects of the hedge fund of funds program and serves as a voting member of the Hedge Oversight Committee. Prior to his current position, Mr. Morgan served as Northern Trust’s Director of Private Equity for over ten years. Mr. Morgan previously served as a Director at Frye-Louis Capital Advisors, LLC and a Senior Vice President of Heller Financial, Inc., where he was responsible for both organizations’ private equity programs. Mr. Morgan sits on the board of the Illinois Venture Capital Association and on several fund advisory boards. He received his BA in Economics from Wake Forest University and an MBA from Emory University. Mr. Morgan holds Series 7 and 63 licenses.
Tony Lissuzzo, CFA, is Senior Vice President and Director of Hedge Fund Research for the Investment Manager. Prior to joining Northern Trust in 2011, Mr. Lissuzzo served as the Portfolio Manager at Lakeview Investment Management from 2010 to 2011 where he was responsible for all aspects of investment manager research and portfolio construction. From 2007 to 2010, Mr. Lissuzzo was Head of New Investments for Man Investments’ global multi-manager business and led a global team responsible for all aspects of hedge fund due diligence. Mr. Lissuzzo previously held positions with D.E. Shaw, Bank One and Sirius Partners. Mr. Lissuzzo holds a Masters in Business Administration from The University of Chicago Booth School of Business, and a Bachelor of Science from the University of Wisconsin in Economics. Mr. Lissuzzo is a member of the CFA Institute.
(a)(2) | The following table describes certain information with respect to accounts for which the Investment Team has day-to-day responsibility, including NT Equity Long/Short Strategies Fund. |
The table below discloses accounts within each type of category listed below for which the Investment Team was jointly and primarily responsible for day-to-day portfolio management as of April 30, 2014:
| | | | | | | | |
Type of Accounts | | Total Number of Accounts Managed | | Total Assets (in Millions) | | Number of Accounts Managed with Advisory Fee Based on Performance | | Total Assets with Advisory Fee Based on Performance |
| | | | |
NT Equity Long/Short Strategies Fund: | | 1 | | $107 | | 0 | | $0 |
| | | | |
Registered Investment Companies (other than NT Equity Long/Short Strategies Fund): | | 1 | | $482 | | 0 | | $0 |
Other Pooled Investment Vehicles: | | 2 | | $440 | | 0 | | $0 |
Other Accounts: | | 0 | | $0 | | 0 | | $0 |
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Material Conflicts of Interest
The Investment Manager’s portfolio managers are responsible for managing one or more separate accounts and other pooled investment vehicles. A portfolio manager may manage a separate account or other pooled investment vehicle that may have a materially higher or lower fee arrangement with the Investment Manager than the Fund. The side-by-side management of these accounts may raise potential conflicts of interest relating to the allocation of investment opportunities. In addition, while portfolio managers generally only manage accounts with similar investment strategies, it is possible that, due to varying investment restrictions among accounts and for other reasons, that certain investments could be made for some accounts and not others or conflicting investment positions could be taken among accounts. The Investment Manager has a responsibility to manage all client accounts in a fair and equitable manner. It seeks to provide best execution of all securities transactions and aggregate and then allocate securities to client accounts in a fair and timely manner. To this end, the Investment Manager has developed policies and procedures designed to mitigate and manage the potential conflicts of interest that may arise from side-by-side management. The Investment Manager conducts periodic reviews for consistency with these policies.
The Investment Manager will give advice to and make investment decisions for the Fund as it believes is in the best interests of the Fund. Advice given to the Fund or investment decisions made for the Fund may differ from, and may conflict with, advice given or investment decisions made for the Investment Manager or its affiliates or other funds or accounts managed by the Investment Manager or its affiliates. Conflicts may also arise because portfolio decisions regarding the Fund may benefit the Investment Manager or its affiliates or another account or fund managed by the Investment Manager or its affiliates. Actions taken with respect to the Investment Manager and its affiliates’ other funds or accounts managed by them may adversely impact the Fund, and actions taken by the Fund may benefit the Investment Manager or its affiliates or its other funds or accounts.
(a)(3) | The Investment Manager seeks to compensate its portfolio managers on a competitive basis recognizing that they are a key resource. Compensation may include a variety of components and may vary from year to year based on a number of factors. The principal components of compensation include a base salary, a discretionary bonus, various retirement benefits and one or more of the incentive compensation programs established by the Investment Manager or Northern Trust Corporation, the Investment Manager’s parent that owns 100% of the Investment Manager’s common stock. |
Base compensation - Generally, portfolio managers receive base compensation based on their seniority and/or their position with the Investment Manager, which may include the amount of assets supervised and other management roles within the Investment Manager.
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Discretionary compensation - In addition to base compensation, portfolio managers may receive discretionary compensation, which can be a substantial portion of total compensation. Discretionary compensation can include a discretionary cash bonus as well as one or more of the following:
Deferred Compensation Program - A portion of the compensation paid to each portfolio manager may be voluntarily deferred by the portfolio manager into an account that offers investment options.
Options and Restricted Stock Awards - Portfolio Managers may receive incentive stock options. The parent of the Investment Manager previously granted stock options to key employees, including certain portfolio managers who may still hold unexercised or unvested options. The Investment Manager also has a restricted stock award program designed to reward key employees with Northern Trust Company stock as an incentive to contribute to the long-term success of NTI. These awards vest over a period of years.
Incentive Savings Plan - Northern Trust Corporation has in place a 401(k) plan in which portfolio managers may participate. The 401(k) plan may involve a company match of the employee’s contribution of up to 6% of the employee’s salary. The company match is made in cash. The firm’s 401(k) plan offers a range of investment options, including registered investment companies managed by an affiliate of the Investment Manager. The members of the Investment Team are eligible to participate in these plans.
Retirement Plan - Northern Trust Corporation has in place a defined benefit plan in which all portfolio managers are automatically enrolled upon joining the Investment Manager.
Annual incentive compensation for each portfolio manager is based upon various factors including the investment performance of the Fund and the investment performance of the Investment Manager’s total assets under management relative to predetermined benchmarks, as well as the portfolio manager’s overall contribution to the Investment Manager.
Senior portfolio managers who perform additional management functions within the Investment Manager may receive additional compensation in these capacities. Compensation is structured so that key professionals benefit from remaining with the Investment Manager. The Investment Manager’s Chief Executive Officer, with input from other senior officers of the Investment Manager, determines all compensation matters for portfolio managers. The Investment Manager’s basic compensation structure has been in place since its inception.
(a)(4) | As of April 30, 2014 the members of the Investment Team did not beneficially own any equity securities in the Fund, other than as follows: |
| | |
Name | | Dollar Range of Equity Securities Owned in the Fund |
Tony Lissuzzo | | $100,001-$500,000 |
Item 9. Purchases of Equity Securities by Closed-End Management Investment Company and Affiliated Purchasers.
Not applicable.
Item 10. Submission of Matters to a Vote of Security Holders.
There have been no material changes to the procedures by which shareholders may recommend nominees to the registrant’s Board of Trustees.
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Item 11. Controls and Procedures.
(a) | The registrant’s principal executive and principal financial officers, or persons performing similar functions, have concluded that the registrant’s disclosure controls and procedures (as defined in Rule 30a-3(c) under the Investment Company Act of 1940, as amended (the “1940 Act”)(17 CFR 270.30a-3(c))) are effective, based on the evaluation of these controls and procedures required by Rule 30a-3(b) under the 1940 Act and Rules 13a-15(b) or 15d-15(b) under the Securities Exchange Act of 1934 as of a date within 90 days of the filing date of this report. | |
(b) | There were no changes in the registrant’s internal control over financial reporting (as defined in Rule 30a-3(d) under the 1940 Act) (17 CFR 270.30a-3(d)) that occurred during the second fiscal quarter of the period covered by this report that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting. |
Item 12. Exhibits.
(a)(1) | Exhibit 99.CODE: Code of Ethics pursuant to Item 2 of Form N-CSR. |
(a)(2) | Exhibit 99.CERT: Certifications pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. |
(b) | Exhibit 99.906 CERT: Certifications pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. |
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934 and the Investment Company Act of 1940, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
NT Equity Long/Short Strategies Fund
| | |
By: | | /s/ Robert DiCarlo |
| | Robert DiCarlo, President |
| | (Principal Executive Officer) |
Date: June 5, 2014
Pursuant to the requirements of the Securities Exchange Act of 1934 and the Investment Company Act of 1940, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.
| | |
By: | | /s/ Robert DiCarlo |
| | Robert DiCarlo, President |
| | (Principal Executive Officer) |
Date: June 5, 2014
| | |
By: | | /s/ Randal Rein |
| | Randal Rein, Treasurer |
| | (Principal Financial Officer |
| | and Principal Accounting Officer) |
Date: June 5, 2014
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