Northern Trust Corp

Northern Trust's Proxy Voting Committee is responsible for oversight of the _Northern Trust Asset Management Engagement Policy._ [...] Northern Trust has entered into an agreement with Hermes Equity Ownership Services (Hermes EOS) to provide additional monitoring and engagement services for select portfolios. [...] Northern Trust Sustainable Investing Council and the EMEA Product Governance Forum are responsible for oversight of this supplement to the NTAM Engagement Policy. [...] On-going review of Hermes EOS' results will be undertaken by Northern Trust's Sustainable Investing (SI) Council (the "Council"), a group of partners across all business units that support Northern Trust's business plan and strategy around sustainable investing initiatives. The Council will evaluate reports received from Hermes EOS on a quarterly and annual basis, and consider the feedback provided by Hermes EOS.

NTAM's Proxy Voting Committee is responsible for oversight of the Northern Trust Asset Management Engagement Policy. [...] NTAM has entered into an agreement with Hermes Equity Ownership Services (Hermes EOS) to provide additional monitoring and engagement services for select portfolios. [...] NTAM's Proxy Committee evaluates the effectiveness and robustness of our stewardship policies, initiatives, engagements with companies and proxy voting. [...] On a quarterly basis Hermes EOS provides a report on the engagement activity undertaken on each Fund's behalf. On an annual basis it produces a detailed evaluation of the progress and impact of engagements on companies in each Fund's portfolio.

Board Oversight

NTC's Board and its committees engage in active oversight of sustainability and ESG matters of significance (including climate-related risks and opportunities) to the Corporation and its subsidiaries. To enhance the operational oversight of climate-related matters, in 2022, NTC named a Chief Sustainability Officer and a Director of Climate Risk, further demonstrating the ongoing commitment to managing risks and opportunities in this space.

The Sustainable Investing Council (SIC), chaired by the Global Head of Sustainable Investing and Stewardship, provides multidisciplinary oversight across sustainable investing practices, including climate change.

Across NTAM, each legal entity board provides oversight of senior management who are responsible for setting and executing the business strategy, including climate objectives where appropriate.

The SIC provides multi-disciplinary oversight of NTAM's sustainable investing practices, and the NTAM Asset Management Risk Committee (AMRC) which is the senior risk committee, provides oversight and governance for risks, including climate change within NTAM and its legal entities.

Please refer to Exhibits 3 and 4 for our governance structure and responsibilities of the committees.

EXHIBIT 3: OVERVIEW OF NTAM'S GOVERNANCE STRUCTURE

EXHIBIT 4: DESCRIPTION OF NTAM'S GOVERNANCE COMMITTEES

Committee Name Responsibilities

NTAM Legal Entity Boards Oversight of each legal entity's business and execution.

Asset Management Risk Committee (AMRC)

The primary purpose of the committee is to oversee the management of risks (including climate change risks) within NTAM globally and for each legal entity. The AMRC is chaired by the NTAM Chief Risk Officer (CRO) with membership that includes the President of NTAM, Asset Management Executive Group, Legal, Compliance, Internal Audit, and Finance support team as well as the NTC Chief Risk Officer (CRO) and Chief Compliance Officer. The AMRC meets on a monthly basis or as designated by the Chair.

Sustainable Investing Council (SIC)

SIC provides multi-disciplinary oversight of NTAM's sustainable investing practices including climate considerations within portfolio construction. The SIC purview includes oversight of the ESG integration process, review and approval of memberships such as the Net Zero Asset Managers Initiative (NZAMI).

NTAM Global Head of Sustainable Investing & Stewardship serves as the chair; membership includes representation of senior leaders from relevant business units and functions such as corporate sustainability, product development and management, investments, portfolio management, risk, compliance, business development, proxy voting, and engagement who meet on a bi-monthly basis to review and approve various sustainable investing agendas. Climate change considerations are included in our broader sustainable investing agenda and covered separately, in detail, on an as-needed basis.

This committee is responsible for the content, interpretation, and application of the Northern Trust Proxy Voting Policies, Procedures and Guidelines, and the Northern Trust Asset Management Engagement Policy. These policies lay out how NTAM engages with companies on climate-related matters and votes on climate proposals across the companies we invest in.

Management Oversight

NTAM's governance structure provides oversight and accountability of climate-related risks. Within NTAM, each functional group has responsibility for overseeing its own sustainability and climate-related objectives.

Below are the role summaries of the groups responsible for the oversight and execution of NTAM's sustainability and climate-related objectives.

Asset Management Executive Group (AM EG)

AM EG is comprised of senior-level executives within NTAM and is responsible for setting priorities, communicating, coordinating, and implementing business strategic objectives. This group also oversees business activities and monitors performance against strategic, financial, and risk management parameters and oversees significant issues that may impact the business.

The executive sponsor of the sustainable investing practice is a member of AM EG and sets the strategic priorities and implementation of NTAM's sustainable investing and climate-related objectives.

Global Sustainable Investing (SI Team) and Stewardship Team

The Global Sustainable Investing and Stewardship Team is comprised of dedicated specialists who serve as a center of excellence across NTAM, ensuring we understand and continuously improve best practices in ESG integration and stewardship. The SI Team provides analysis and insights on emerging ESG themes and monitors critical issues, industry trends, and regulatory developments.

In order to deliver specialist knowledge, the team is divided into three areas with dedicated sustainability responsibilities:

1. ESG research and integration – This team is responsible for working with portfolio managers and research analysts to facilitate ESG integration across asset classes, including consideration of material climate-related risks and opportunities, development and maintenance of proprietary ESG ratings, definition of ESG methodologies across investment capabilities, and ongoing product innovation. Over the past two years, this team has worked with various investment groups to help integrate material ESG factors across asset classes and has developed multiple investment solutions, with appropriate climate goals designed to help clients achieve their climate objectives.

2. Stewardship – This team is responsible for defining and directing company and industry-level engagements based on priorities across our investee companies. This team provides expertise for engagement efforts, shapes the proxy voting and engagement policies, and exercises the proxy voting rights in a manner that is in the best interests of clients as we seek to protect and grow their capital over the long term.

3. Client strategy – This team is responsible for engaging with clients to help them design and meet ESG objectives within their investment strategies. The team partners with a broad range of functions and groups, both internally and externally, to advance our sustainability and climate thought leadership through education, industry advocacy, and commitment to ESG standards.

ESG champions across other functions

As a large global asset manager, we have an extended ESG champion network of more than 50 additional NTAM employees with expertise in client servicing, distribution, product, portfolio management, compliance, risk, and research, who also serve as sustainable investing champions within their respective teams. These ESG champions keep us informed about how emerging ESG themes, industry trends, and regulatory developments may impact our firm, clients, and investment strategies. They can leverage the resources of our SI Team and participate in various committees and regional ESG working groups, with oversight and accountability provided by the SIC.

As the market evolves through development and evolution of ESG standards, regulations, and access to data, NTAM aims to continue enhancing our internal governance approach.

Describe the process(es) your organization has in place to ensure that your engagement activities are consistent with your overall climate change strategy[…]Northern Trust strongly believes in the importance of our leadership role and collaborative effort in the industry. Members of the sustainable investing team are taking active roles in industry associations and networks consistent with our overall climate change strategy. Northern Trust has policies in place to identify and manage conflicts of interest across its businesses. In relation to stewardship, the specific elements of conflicts of interest management are incorporated within the proxy voting guidelines.

Does your organization have a public commitment or position statement to conduct your engagement activities in line with the goals of the Paris Agreement?[…]Yes

Describe the process(es) your organization has in place to ensure that your external engagement activities are consistent with your climate commitments and/or climate transition plan?[…]Climate-related stewardship plays a key role in meeting climate objectives across our strategies over the medium to long term. NTAM has incorporated climate considerations into its proxy voting and engagement policies, which are employed across the portfolio of companies where delegated to NTAM. More specifically, NTAM expects investee companies to incorporate climate-related issues into their business models, where relevant, and encourages them to provide transparency and disclosure around these actions.