Fund |
Ticker |
Stock
Exchange |
FlexShares®
US
Quality Low Volatility Index Fund |
QLV |
NYSE
Arca, Inc. |
FlexShares®
Developed
Markets ex-US Quality Low Volatility Index Fund |
QLVD |
NYSE
Arca, Inc. |
FlexShares®
Emerging Markets Quality Low Volatility Index Fund |
QLVE |
NYSE
Arca, Inc. |
FlexShares®
Morningstar US Market Factor Tilt Index Fund |
TILT |
Cboe BZX
Exchange, Inc. |
FlexShares®
Morningstar
Developed Markets ex-US Factor Tilt Index Fund |
TLTD |
NYSE
Arca, Inc. |
FlexShares®
Morningstar
Emerging Markets Factor Tilt Index Fund |
TLTE |
NYSE
Arca, Inc. |
FlexShares®
US
Quality Large Cap Index Fund |
QLC |
Cboe
BZX Exchange, Inc. |
FlexShares®
STOXX®
US ESG Select Index Fund |
ESG |
Cboe
BZX Exchange, Inc. |
FlexShares®
STOXX®
Global ESG Select Index Fund |
ESGG |
Cboe
BZX Exchange, Inc. |
FlexShares®
ESG
& Climate US Large Cap Core Index Fund |
FEUS |
NYSE
Arca, Inc. |
FlexShares®
ESG
& Climate Developed Markets ex-US Core Index
Fund |
FEDM |
NYSE
Arca, Inc. |
FlexShares®
ESG
& Climate Emerging Markets Core Index Fund |
FEEM |
NYSE
Arca, Inc. |
FlexShares®
Morningstar Global Upstream Natural Resources Index
Fund |
GUNR |
NYSE
Arca, Inc. |
FlexShares®
STOXX®
Global Broad Infrastructure Index Fund |
NFRA |
NYSE
Arca, Inc. |
FlexShares®
Global
Quality Real Estate Index Fund |
GQRE |
NYSE
Arca, Inc. |
FlexShares®
Real
Assets Allocation Index Fund |
ASET |
The
Nasdaq Stock Market LLC |
FlexShares®
Quality
Dividend Index Fund |
QDF |
NYSE
Arca, Inc. |
FlexShares®
Quality
Dividend Defensive Index Fund |
QDEF |
NYSE
Arca, Inc. |
FlexShares®
International
Quality Dividend Index Fund |
IQDF |
NYSE
Arca, Inc. |
FlexShares®
International
Quality Dividend Defensive Index Fund |
IQDE |
NYSE
Arca, Inc. |
FlexShares®
International
Quality Dividend Dynamic Index Fund |
IQDY |
NYSE
Arca, Inc. |
FlexShares®
iBoxx 3-Year Target Duration TIPS Index Fund |
TDTT |
NYSE
Arca, Inc. |
FlexShares®
iBoxx 5-Year Target Duration TIPS Index Fund |
TDTF |
NYSE
Arca, Inc. |
FlexShares®
Disciplined Duration MBS Index Fund |
MBSD |
NYSE
Arca, Inc. |
FlexShares®
Credit-Scored US Corporate Bond Index Fund |
SKOR |
The
Nasdaq Stock Market LLC |
FlexShares®
Credit-Scored US Long Corporate Bond Index Fund |
LKOR |
Cboe
BZX Exchange, Inc. |
FlexShares®
High Yield Value-Scored Bond Index Fund |
HYGV |
NYSE
Arca, Inc. |
FlexShares®
ESG
& Climate Investment Grade Corporate Core Index
Fund |
FEIG |
NYSE
Arca, Inc. |
|
Page |
1 | |
2 | |
2 | |
3 | |
36 | |
44 | |
49 | |
49 | |
51 | |
51 | |
53 | |
54 | |
55 | |
56 | |
56 | |
57 | |
59 | |
68 | |
68 | |
76 | |
81 | |
87 | |
88 | |
88 | |
89 | |
89 | |
89 | |
91 | |
92 | |
95 | |
96 | |
96 | |
96 | |
96 | |
96 |
|
Page |
97 | |
98 | |
99 | |
99 | |
99 | |
100 | |
101 | |
101 | |
101 | |
102 | |
104 | |
104 | |
105 | |
106 | |
107 | |
107 | |
108 | |
108 | |
109 | |
109 | |
109 | |
110 | |
110 | |
111 | |
111 | |
111 | |
111 | |
112 | |
112 | |
112 | |
113 | |
113 | |
113 | |
113 | |
113 | |
113 | |
A-1 |
NAME
OF FUND |
NUMBER
OF
SHARES
PER
CREATION
UNIT |
FlexShares®
US Quality Low Volatility Index Fund |
25,000 |
FlexShares®
Developed Markets ex-US Quality Low Volatility Index
Fund |
100,000 |
FlexShares®
Emerging Markets Quality Low Volatility Index Fund |
100,000 |
FlexShares®
Morningstar US Market Factor Tilt Index Fund |
50,000 |
FlexShares®
Morningstar Developed Markets ex-US Factor Tilt Index
Fund |
200,000 |
FlexShares®
Morningstar Emerging Markets Factor Tilt Index Fund |
100,000 |
FlexShares®
US Quality Large Cap Index Fund |
25,000 |
FlexShares®
STOXX®
US ESG Select Index Fund |
25,000 |
FlexShares®
STOXX®
Global ESG Select Index Fund |
25,000 |
FlexShares®
ESG
& Climate US Large Cap Core Index Fund |
25,000 |
FlexShares®
ESG
& Climate Developed Markets ex-US Core Index
Fund |
50,000 |
FlexShares®
ESG
& Climate Emerging Markets Core Index Fund |
50,000 |
NAME
OF FUND |
NUMBER
OF
SHARES
PER
CREATION
UNIT |
FlexShares®
Morningstar Global Upstream Natural Resources Index
Fund |
50,000 |
FlexShares®
STOXX®
Global Broad Infrastructure Index Fund |
50,000 |
FlexShares®
Global Quality Real Estate Index Fund |
50,000 |
FlexShares®
Real Assets Allocation Index Fund |
25,000 |
FlexShares®
Quality Dividend Index Fund |
25,000 |
FlexShares®
Quality Dividend Defensive Index Fund |
25,000 |
FlexShares®
International Quality Dividend Index Fund |
100,000 |
FlexShares®
International Quality Dividend Defensive Index Fund |
100,000 |
FlexShares®
International Quality Dividend Dynamic Index Fund |
100,000 |
FlexShares®
iBoxx 3-Year Target Duration TIPS Index Fund |
50,000 |
FlexShares®
iBoxx 5-Year Target Duration TIPS Index Fund |
50,000 |
FlexShares®
Disciplined Duration MBS Index Fund |
50,000 |
FlexShares®
Credit-Scored US Corporate Bond Index Fund |
50,000 |
FlexShares®
Credit-Scored US Long Corporate Bond Index Fund |
50,000 |
FlexShares®
High Yield Value-Scored Bond Index Fund |
50,000 |
FlexShares®
ESG
& Climate Investment Grade Corporate Core Index
Fund |
50,000 |
NAME,
ADDRESS,(1)
AGE,
POSITIONS HELD
WITH
TRUST AND
LENGTH
OF
SERVICE
AS TRUSTEE(2)
|
PRINCIPAL
OCCUPATIONS DURING PAST
FIVE
YEARS |
NUMBER
OF
FUNDS
IN FUND
COMPLEX(3)
OVERSEEN
BY
TRUSTEE |
OTHER
DIRECTORSHIPS
HELD
BY
TRUSTEE
DURING
THE
PAST
FIVE
YEARS(4)
|
NON-INTERESTED
TRUSTEES | |||
Sarah
N. Garvey
Year
of Birth: 1952
Trustee
since July 2011 |
• Chairman
of the Board of Navy Pier
from
2011 to 2013 and Member of the
Board
from 2011 to 2020;
•Member
of the Board of Directors of
The
Civic Federation since 2004;
•Member
of the Executive Committee
and
Chairman of the Audit and Risk
Committee
since 2017 and Trustee of
the
Art Institute of Chicago since
2011;
•Director
and Member of Audit
Committee
of the Lyric Opera of
Chicago
since 2023;
•Member
of the Board of Directors and
Chair
of Audit Committee of the Arts
Club
of Chicago since 2023. |
30 |
NONE |
Philip
G. Hubbard
Year
of Birth: 1951
Trustee
since July 2011 |
• Managing
Partner of Solidian Fund,
LP
and Solidian Management, LLC (a
fund
of hedge funds platform for
family
and friends investments) since
2001;
•President
of Hubbard Management
Group,
LLC (a personal investment
vehicle)
since 2001;
•Chairman
of the Board of Trustees of
the
Wheaton College Trust Company,
N.A.
from 2004 to 2022;
•Member
of the Board of Trustees of
Wheaton
College from 1998 to 2022;
•Chairman
of the Board of Directors of
the
English Language Institute/China
(a
nonprofit educational organization)
since
1993;
•Member
of the Board of First Cup,
LLC
(restaurant franchising) since
2014. |
30 |
NONE |
NAME,
ADDRESS,(1)
AGE,
POSITIONS HELD
WITH
TRUST AND
LENGTH
OF
SERVICE
AS TRUSTEE(2) |
PRINCIPAL
OCCUPATIONS DURING PAST
FIVE
YEARS |
NUMBER
OF
FUNDS
IN FUND
COMPLEX(3)
OVERSEEN
BY
TRUSTEE |
OTHER
DIRECTORSHIPS
HELD
BY
TRUSTEE
DURING
THE
PAST
FIVE
YEARS(4) |
Eric
T. McKissack
Year
of Birth: 1953
Trustee
and Chairman since July 2011 |
• CEO
Emeritus and Founder; CEO and
Founder
from 2004 to 2020 of
Channing
Capital Management, LLC
(an
SEC registered investment
adviser);
•Member
of the Board of Trustees, the
Investment
Committee, and the
Finance
Committee of the Art Institute
of
Chicago since 2002;
•Member
of the Board of Grand
Victoria
Foundation since 2011;
•Member
of the Board of the Graham
Foundation
since 2014;
•Member
of the Board of the Terra
Foundation
since 2021. |
30 |
Morgan
Stanley
Pathway
Funds
(formerly,
Consulting
Group
Capital
Markets
Funds)
(11
Portfolios)
since
April 2013
Farmer
Mac
(NYSE:
AGM)
since
February 2021 |
INTERESTED
TRUSTEE | |||
Darek
Wojnar(5)
Year
of Birth: 1965
Trustee
since December 2018 |
• Director
and Executive Vice President,
Head
of Funds and Managed
Accounts,
Northern Trust Investments,
Inc.
since 2018;
•Head
of Exchange-Traded Funds at
Hartford
Funds from 2016 to 2017 and
Managing
Director of Lattice
Strategies
LLC from 2014 to 2016;
•Managing
Director and Head of US
iShares
Product at BlackRock
(including
Barclays Global Investors
acquired
by BlackRock) from 2005 to
2013
and the Equity Long/Short
Opportunities
Fund (formerly, NT
Equity
Long/Short Strategies Fund)
from
2011 to 2019. |
30 |
Northern
Funds
(41
Portfolios)
since
January 1,
2019
and
Northern
Institutional
Funds
(6
Portfolios)
since
January 1,
2019 |
NAME,
ADDRESS, AGE,
POSITIONS
HELD WITH
TRUST
AND LENGTH OF
SERVICE(1)
|
PRINCIPAL
OCCUPATIONS DURING PAST FIVE YEARS |
Peter
K. Ewing
Year
of Birth: 1958
50
South LaSalle Street
Chicago,
IL 60603
President
since March 2017 |
•President
of Northern Funds, Northern Institutional Funds and the Trust since
March
2017; Vice President of the Trust from July 2011 to February 2017;
Director
of Product Management, ETFs & Mutual Funds, and Director of
Northern
Trust Investments, Inc. since March 2017; Senior Vice President, The
Northern
Trust Company and Northern Trust Investments, Inc., since
September
2010; Director of ETF Product Management, Northern Trust
Investments,
Inc. from September 2010 to February 2017. |
Randal
E. Rein
Year
of Birth: 1970
50
South LaSalle Street
Chicago,
IL 60603
Treasurer
and Principal Financial Officer since
July
2011 |
•Senior
Vice President of Northern Trust Investments, Inc. since 2010;
Treasurer
of Northern Funds and Northern Institutional Funds since 2008;
Treasurer
of Alpha Core Strategies Fund from 2008 to 2018; Treasurer of
Equity
Long/Short Opportunities Fund from 2011 to 2018. |
Maya
Teufel
Year
of Birth: 1972
50
South LaSalle Street
Chicago,
IL 60603
Chief
Compliance Officer since July 2019 |
•Chief
Compliance Officer of FlexShares Trust since July 2019; Chief
Compliance
Officer of Northern Trust Investments, Inc. since July 2019;
Co-
Head
of U.S. Regulatory Compliance Group of Goldman Sachs Asset
Management,
LP from September 2016 to June 2019. |
Craig
R. Carberry, Esq.
Year
of Birth: 1960
50
South LaSalle Street
Chicago,
IL 60603
Chief
Legal Officer since June 2019 |
•Chief
Legal Officer and Secretary of Northern Trust Investments, Inc. since
May
2000; Chief Compliance Officer of Northern Trust Investments, Inc. from
October
2015 to June 2017; Chief Legal Officer and Secretary of 50 South
Capital
Advisors, LLC since 2015; Chief Legal Officer and Secretary of
Belvedere
Advisors LLC since September 2019; Deputy General Counsel and
Senior
Vice President of The Northern Trust Company since August 2020;
Associate
General Counsel and Senior Vice President at The Northern Trust
Company
from June 2015 to 2021; Secretary of Alpha Core Strategies Fund
since
2004; Secretary of Equity Long/Short Opportunities Fund (formerly NT
Equity
Long/Short Strategies Fund) from 2011-2019; Secretary of Northern
Institutional
Funds and Northern Funds from 2010-2018; Secretary of
FlexShares
Trust from 2011-2018. |
Jose
J. Del Real
Year
of Birth: 1977
50
South LaSalle Street
Chicago,
IL 60603
Secretary
since December 2018 |
•Assistant
General Counsel and Senior Vice President of The Northern Trust
Company
since August 2020; Senior Legal Counsel and Senior Vice President
of
The Northern Trust Company from March 2017 to July 2020; Assistant
Secretary
of Northern Trust Investments, Inc. since 2016; Secretary of
Northern
Funds and Northern Institutional Funds since November 2018;
Assistant
Secretary of Northern Funds and Northern Institutional Funds from
2011
to 2014, and from May 2015 to November 2018; Assistant Secretary of
FlexShares®
Trust from June 2015 to December 2018. |
Himanshu
S. Surti
Year
of Birth: 1974
50
South LaSalle Street
Chicago,
IL 60603
Vice
President since December 2020 |
•Director,
ETF Product Management, Northern Trust Investments, Inc. since
November
2020; Senior Vice President, The Northern Trust Company since
November
2020; Portfolio Manager and Chief Operating Officer, Cambria
Investment
Management from June 2014 to November 2020; Vice President,
Cambria
ETF Trust from March 2018 to November
2020. |
NAME,
ADDRESS, AGE,
POSITIONS
HELD WITH
TRUST
AND LENGTH OF
SERVICE(1) |
PRINCIPAL
OCCUPATIONS DURING PAST FIVE YEARS |
Christopher
P. Fair
Year
of Birth: 1982
50
South LaSalle Street
Chicago,
IL 60603
Vice
President since June 2019 |
•Vice
President, The Northern Trust Company since March 2020; ETF Services
Manager,
Northern Trust Investments, Inc. since June 2019; Second Vice
President,
The Northern Trust Company from November 2015 to March 2020;
ETF
Product Manager, Northern Trust Investments, Inc. from November 2015
to
June 2019. |
Darlene
Chappell
Year
of Birth: 1963
50
South LaSalle Street
Chicago,
IL 60603
Anti-Money
Laundering Officer since July
2011 |
•Anti-Money
Laundering Compliance Officer for Northern Trust Investments,
Inc.,
Northern Trust Securities, Inc., Northern Funds, Northern Institutional
Funds
and Alpha Core Strategies Fund (formerly NT Alpha Strategies Fund)
since
2009 and 50 South Capital Advisors, LLC since 2015; Vice President and
Compliance
Consultant for The Northern Trust Company since 2006; Anti-
Money
Laundering Compliance Officer for The Northern Trust Company of
Connecticut
from 2009 to 2013 and the Equity Long/Short Opportunities Fund
(formerly,
NT Equity Long/Short Strategies Fund) from 2011 to 2019 and
Belvedere
Advisors LLC from 2019 to 2023. |
Tim
Handell
Year
of Birth: 1989
50
South LaSalle Street
Chicago,
IL 60603
Assistant
Secretary since December 2022 |
•Senior
Counsel and Senior Vice-President of The Northern Trust Company
since
November 2021; Assistant Secretary of FlexShares® Trust since
December
2022; Assistant General Counsel of Legal & General Investment
Management
America, Inc. from March 2021 to November 2021; Associate
Counsel
of Legal & General Investment Management America, Inc. from
March
2017 to March 2021. |