NORTHERN TRUST INVESTMENT FUNDS PLC (INVESTMENT COMPANY WITH VARIABLE CAPITAL) ANNUAL REPORT AND FINANCIAL STATEMENTS YEAR ENDED 31 MARCH 2018 - AUDITED NORTHERN TRUST INVESTMENT FUNDS PLC (INVESTMENT COMPANY WITH VARIABLE CAPITAL) (Company Number: 378116) ANNUAL REPORT AND FINANCIAL STATEMENTS YEAR ENDED 31 MARCH 2018 NORTHERN TRUST INVESTMENT FUNDS PLC TABLE OF CONTENTS Report of the Directors 1 Report of the Depositary 5 The NT Europe (Ex-UK) Equity Index Fund Investment Review (Unaudited) 6 Portfolio and Schedule of Investments (Unaudited) 8 Portfolio Changes – Material Acquisitions and Disposals (Unaudited) 17 The NT Euro Government Bond Index Fund Investment Review (Unaudited) 18 Portfolio and Schedule of Investments (Unaudited) 20 Portfolio Changes – Material Acquisitions and Disposals (Unaudited) 27 The NT Index Linked Bond Index Fund Investment Review (Unaudited) 29 Portfolio and Schedule of Investments (Unaudited) 31 Portfolio Changes – Material Acquisitions and Disposals (Unaudited) 32 The NT Japan Equity Index Fund Investment Review (Unaudited) 33 Portfolio and Schedule of Investments (Unaudited) 35 Portfolio Changes – Material Acquisitions and Disposals (Unaudited) 43 The NT North America Equity Index Fund Investment Review (Unaudited) 44 Portfolio and Schedule of Investments (Unaudited) 46 Portfolio Changes – Material Acquisitions and Disposals (Unaudited) 62 The NT Pacific (Ex-Japan) Equity Index Fund Investment Review (Unaudited) 63 Portfolio and Schedule of Investments (Unaudited) 65 Portfolio Changes – Material Acquisitions and Disposals (Unaudited) 70 The NT UK Equity Index Fund Investment Review (Unaudited) 71 Portfolio and Schedule of Investments (Unaudited) 73 Portfolio Changes – Material Acquisitions and Disposals (Unaudited) 77 The NT Emerging Markets Index Fund Investment Review (Unaudited) 78 Portfolio and Schedule of Investments (Unaudited) 80 Portfolio Changes – Material Acquisitions and Disposals (Unaudited) 100 The NT Euro Government Inflation Linked Index Fund Investment Review (Unaudited) 101 Portfolio and Schedule of Investments (Unaudited) 103 Portfolio Changes – Material Acquisitions and Disposals (Unaudited) 104 The NT All Country Asia (Ex-Japan) Custom ESG Equity Index Fund Investment Review (Unaudited) 105 Portfolio and Schedule of Investments (Unaudited) 107 Portfolio Changes – Material Acquisitions and Disposals (Unaudited) 121 The NT High Quality Euro Government Bond Index Fund Investment Review (Unaudited) 122 Portfolio and Schedule of Investments (Unaudited) 124 Portfolio Changes – Material Acquisitions and Disposals (Unaudited) 128 The NT Emerging Markets Custom Low Carbon Optimised Equity Index Fund Investment Review (Unaudited) 130 Portfolio and Schedule of Investments (Unaudited) 132 Portfolio Changes – Material Acquisitions and Disposals (Unaudited) 150 The NT Emerging Markets Custom ESG Equity Index Fund Investment Review (Unaudited) 151 Portfolio and Schedule of Investments (Unaudited) 153 Portfolio Changes – Material Acquisitions and Disposals (Unaudited) 171 NORTHERN TRUST INVESTMENT FUNDS PLC TABLE OF CONTENTS (Continued) The NT Emerging Markets Custom Equity Index Fund Investment Review (Unaudited) 172 Portfolio and Schedule of Investments (Unaudited) 174 Portfolio Changes – Material Acquisitions and Disposals (Unaudited) 193 The NT US High Yield Fixed Income Fund Investment Review (Unaudited) 194 Portfolio and Schedule of Investments (Unaudited) 196 Portfolio Changes – Material Acquisitions and Disposals (Unaudited) 202 The NT Emerging Markets Custom ESG Feeder Fund Investment Review (Unaudited) 203 Portfolio and Schedule of Investments (Unaudited) 205 Portfolio Changes – Material Acquisitions and Disposals (Unaudited) 206 The NT Emerging Markets ESG Leaders Equity Index Fund Investment Review (Unaudited) 207 Portfolio and Schedule of Investments (Unaudited) 209 Portfolio Changes – Material Acquisitions and Disposals (Unaudited) 220 The NT EM Local Currency Government Bond Index Fund Investment Review (Unaudited) 221 Portfolio and Schedule of Investments (Unaudited) 223 Portfolio Changes – Material Acquisitions and Disposals (Unaudited) 232 The NT World Equity Index Feeder Fund Investment Review (Unaudited) 233 Portfolio and Schedule of Investments 235 Portfolio Changes – Material Acquisitions and Disposals (Unaudited) 236 Independent Auditor’s Report 237 Statement of Comprehensive Income 240 Statement of Financial Position 246 Statement of Changes in Net Assets attributable to holders of Redeemable Participating Shares 249 Statement of Comprehensive Income (2017 Comparatives) 252 Statement of Financial Position (2017 Comparatives) 256 Statement of Changes in Net Assets attributable to holders of Redeemable Participating Shares (2017 Comparatives) 258 Notes Forming Part of the Financial Statements 260 Directors and Other Information (Unaudited) 329 UCITS V Remuneration Policy (Unaudited) 330 Securities Financing Transactions Regulation (Unaudited) 331 Fund of Fund Disclosures (Unaudited) 349 Additional Information for Switzerland 350 NORTHERN TRUST INVESTMENT FUNDS PLC REPORT OF THE DIRECTORS The Directors have pleasure in submitting their Annual Report to the Shareholders together with the audited financial statements for the year ended 31 March 2018. Date of Incorporation The Company was incorporated on 13 November 2003 and commenced business on 28 November 2003 when the first investments were made. Principal Activities Northern Trust Investment Funds Plc (the “Company”) is an open-ended investment company with variable capital organised under the laws of Ireland. The Company is organised in the form of an umbrella fund. The Company is authorised by the Central Bank of Ireland as an Undertaking for Collective Investment in Transferable Securities in accordance with the provisions of the European Communities (Undertakings for Collective Investment in Transferable Securities) Regulations, 2011. Results The results for the year are stated in the Statement of Comprehensive Income on pages 240 to 245. The net assets under management increased to €5,816,885,470 from €5,311,135,502 during the year ended 31 March 2018. A detailed review of the principal activities and future developments of each Sub-Fund (“the Sub-Funds”) is included in the Investment Manager’s Reviews on pages 6, 18, 29, 33, 44, 63, 71, 78, 101, 105, 122, 130, 151, 172, 194, 203, 207, 221 and 233. Future Developments The Company will continue to act as an investment vehicle as set out in its Prospectus. Directors The Directors, who held office during the year ended 31 March 2018 as stated below, are not required to retire by rotation under the Memorandum and Articles of Association. The Directors are: Michael Boyce Irish Gerry Brady Irish Eleanor Fitzgerald (resigned 21 April 2017) Irish John Fitzpatrick Irish Hazel McNeilage (resigned 31 May 2018) British James Patrick Wright (resigned 22 September 2017) British Martha Fee (appointed 12 December 2017) Irish Bimal Shah (appointed 14 December 2017) British Directors' & Secretary’s Interests None of the Directors or the Secretary held any interest in the shares of the Company at any time during the year or at 31 March 2018. Cross Liability Risk The Company has segregated liability between its Sub-Funds and accordingly any liability incurred on behalf of or attributable to any Sub- Fund shall be discharged solely out of the assets of that Sub-Fund. Dividends Dividends declared during the year are stated in Note 18 on pages 326 and 327 of the Annual Report. A detailed dividend policy note is included in Note 2 on page 263. Principal Risks and Uncertainties The principal risks and uncertainties faced by the Company are market risk (including price risk, interest rate risk and foreign currency risk), liquidity risk, counterparty credit risk and operational risk which are outlined in Note 11. Soft Commission Arrangements and Directed Brokerage Services There were no soft commission arrangements, directed brokerage services or similar arrangements affecting the Company during the year under review or in the prior year. 1 NORTHERN TRUST INVESTMENT FUNDS PLC REPORT OF THE DIRECTORS (Continued) Political Donations There were no political donations made by the Company during the year ended 31 March 2018 (31 March 2017: Nil). Material Events During the Year and Principal Material Changes to Prospectus Eleanor Fitzgerald resigned as a Director of the Company with effect from 21 April 2017. James Patrick Wright resigned as a Director of the Company with effect from 22 September 2017. Martha Fee was appointed as a Director of the Company with effect from 12 December 2017. Bimal Shah was appointed as a Director of the Company with effect from 14 December 2017. Effective 1 June 2017, The NT All Country Asia (Ex-Japan) Equity Index Fund became known as The NT All Country Asia (Ex-Japan) Custom ESG Equity Index Fund. New Supplements for the Company and its sub-funds were issued on 18 December 2017, 12 February 2018 and 16 February 2018. The NT Emerging Markets ESG Leaders Equity Index Fund launched on 27 September 2017, The NT EM Local Currency Government Bond Index Fund launched on 29 November 2017 and The NT World Equity Index Feeder Fund launched on 19 December 2017. The NT Index Linked Bond Index Fund terminated on 22 February 2018. There were no other material events during the year. Subsequent Events Hazel McNeilage resigned as a Director of the Company with effect from 31 May 2018. Marie Dzanis was appointed as a Director of the Company with effect from 21 June 2018. There have been no other events affecting the Company subsequent to the year end which, in the view of the Directors, could be described as significant. Statement of Directors' Responsibilities The Directors are responsible for preparing the Annual Report and Company’s financial statements, in accordance with applicable law and regulations. Company law requires the Directors to prepare financial statements for each financial year. Under that law, the Directors have elected to prepare the financial statements in accordance with Financial Reporting Standard 102, the Financial Reporting Standard applicable in the UK and Republic of Ireland (“FRS 102”) issued by the Financial Reporting Council and published by the Institute of Chartered Accountants in Ireland. The Company’s financial statements are required by law to give a true and fair view of the state of affairs of the Company and of the profit or loss for that financial year and comply with the Companies Act 2014. In preparing the financial statements, the Directors are required to: • select suitable accounting policies and then apply them consistently; • make judgments and estimates that are reasonable and prudent; • state whether applicable Accounting Standards have been followed, subject to any material departures disclosed and explained in the financial statements; • assess the Company's ability to continue as a going concern, disclosing as applicable, matters related to going concern; and • use the going concern basis of accounting unless they either intend to liquidate the Company or to crease operations, or have no realistic alternative but to do so. 2 NORTHERN TRUST INVESTMENT FUNDS PLC REPORT OF THE DIRECTORS (Continued) Statement of Directors' Responsibilities (Continued) The Directors are responsible for keeping adequate accounting records which disclose with reasonable accuracy at any time the financial position, assets, liabilities and profit or loss of the Company and enable them to ensure that the financial statements comply with the Companies Act 2014 and the European Communities (Undertakings for Collective Investment in Transferable Securities) Regulations 2011 (“the UCITS Regulations”) and the Central Bank (Supervision and Enforcement) Act 2013 (Sections 48(1)) (Undertakings for Collective Investment in Transferable Securities) Regulations 2015 (the “Central Bank UCITS Regulations”). They have general responsibility for taking such steps as are reasonably open to them to safeguard the assets of the Company. In this regard they have entrusted the assets of the Company to a Depositary for safe-keeping. They have general responsibility for taking such steps as are reasonably open to them to prevent and detect fraud and other irregularities. The directors are also responsible for preparing a Directors’ Report that complies with the requirements of the Companies Act 2014. The Directors are responsible for the maintenance and integrity of the corporate and financial information relating to the Company included on the Manager’s website. Legislation in the Republic of Ireland governing the preparation and dissemination of financial statements may differ from legislation in other jurisdictions. Directors' Compliance Statement As required by Section 225(2) of the Companies Act 2014 (“the Act”), the Directors of the Company acknowledge the responsibility for securing the Company’s compliance with the relevant obligations as defined by the Act. The Directors confirm that: (a) they have documented and approved a compliance policy statement which sets out the Company’s policies which, in our opinion, are appropriate with respect to compliance by the Company with its relevant obligations set out in the Act; (b) they have put in place appropriate arrangements or structures that, in our opinion, are designed to secure material compliance with the Company's relevant obligations; and, (c) during the course of the financial year ended 31 March 2018 to which this Directors’ Report relates, a review of the arrangements and structures put in place to ensure material compliance with the Company’s relevant obligations has been completed. Statement on Relevant Audit Information As required by Section 330 of the Companies Act 2014, the Directors of the Company confirm that during the financial year ended 31 March 2018: 1) as far as the Directors are aware, there is no relevant audit information of which the Company’s statutory auditors are unaware; and, 2) the Directors have taken all necessary steps to make themselves aware of any relevant audit information and to establish that the Company’s statutory auditors are aware of that information. Accounting Records The Directors are responsible for ensuring that adequate accounting records, as outlined in section 281 of the Companies Act 2014, are kept by the Company. To achieve this, the Directors have appointed experienced administrators and service providers in order to ensure that those requirements are complied with. Those accounting records are maintained at the Company’s registered office at: Georges Court 54-62 Townsend Street Dublin 2, Ireland Independent Auditor KPMG, Chartered Accountants, have indicated their willingness to continue in office in accordance with section 383(2) of the Companies Act 2014. Connected Persons The Central Bank UCITS Regulations require that any transaction carried out with a Company by a management company or depositary to the Company, the delegates or sub-delegates of the management company or depositary, and any associated or group of such a management company, depositary, delegate or sub-delegate (“connected persons”) must be carried out as if negotiated at arm’s length. Transactions must be in the best interests of the Shareholders. The Directors are satisfied that there are arrangements (evidenced by written procedures) in place, to ensure that the obligations set out in Regulation 41(1) of the Central Bank UCITS Regulations are applied to all transactions with connected persons, and are satisfied that transactions with connected persons entered into during the year complied with the obligations set out in Regulation 41(1) of the Central Bank UCITS Regulations. 3 NORTHERN TRUST INVESTMENT FUNDS PLC REPORT OF THE DIRECTORS (Continued) Audit Committee The Company has established an Audit Committee, as required by Section 167(3) of the Companies Act 2014, with responsibility for: 1) the monitoring of the financial reporting process; 2) the monitoring of the effectiveness of the Company’s systems of internal control, internal audit and risk management; 3) the monitoring of the statutory audit of the Company’s statutory financial statements; and 4) the review and monitoring of the independence of the statutory auditors and in particular the provision of additional services to the Company. Corporate Governance Code A corporate governance code (“the IF Code”) applicable to Irish domiciled collective investment schemes was issued by Irish Funds in December 2011. The Code provides a framework for the organisations and operation of Funds to ensure that Funds operate efficiently and in the interest of shareholders. A copy of the IF Code can be found at the following web address: www.irishfunds.ie/fs/publication/corporate-governance-code-for-collective-investement-schemes-and-management-companies. The Board of Directors (the “Board”) have put in place a framework for corporate governance which it believes is suitable for an investment company and which enables the Company to comply with the requirements of the IF Code, which sets out principles of good governance and a code of best practice. The Board considers that the Company has complied with the provisions contained in the IF Code throughout this accounting period. On behalf of the Board Gerry Brady John Fitzpatrick Director Director 26 July 2018 4 NORTHERN TRUST INVESTMENT FUNDS PLC REPORT OF THE DEPOSITARY Report of the Depositary to the Shareholders We, Northern Trust Fiduciary Services (Ireland) Limited, appointed Depositary to Northern Trust Investment Funds plc (“the Company”) provide this report solely in favour of the shareholders of the Company for the year ended 31 March 2018 (“Annual Accounting Period”). This report is provided in accordance with the UCITS Regulations – European Communities (Undertakings for Collective Investment in Transferable Securities) Regulations 2011 (SI No 352 of 2011), as amended, which implemented Directive 2009/65/EU into Irish Law (“the Regulations”). We do not, in the provision of this report, accept nor assume responsibility for any other purpose or person to whom this report is shown. In accordance with our Depositary obligation as provided for under the Regulations, we have enquired into the conduct of the Company for the Annual Accounting period and we hereby report thereon to the shareholders of the Company as follows; We are of the opinion that the Company has been managed during the Annual Accounting period, in all material respects: (i) in accordance with the limitations imposed on the investment and borrowing powers of the Company by the constitutional documents and by the Regulations; and (ii) otherwise in accordance with the provisions of the constitutional document and the Regulations. _________________________________ For and on behalf of Northern Trust Fiduciary Services (Ireland) Limited 26 July 2018 5 NORTHERN TRUST INVESTMENT FUNDS PLC THE NT EUROPE (EX-UK) EQUITY INDEX FUND INVESTMENT REVIEW (UNAUDITED) For the year ended 31 March 2018 Launch Date 12 October 2003 Fund Size €330.04 million Benchmark MSCI Europe (ex-UK) Index Performance Data 6 Months 1 Year 3 Years Fund -4.05% 0.92% 1.23% Benchmark -4.21% 0.46% 0.80% Fund Review Portfolio Summary *Country breakdown may not sum to 100% as the fund has a small allocation to futures and cash for efficient portfolio management. Performance Commentary During the year ending March 2018, the fund returned 0.92% against a benchmark return of 0.46%. Since the fund inception date, in December in 2003, the fund has posted an annualised return of 7.07% against an annualised benchmark return of 6.60%. The ex-post tracking error reported for one year is 0.12% and for three years is 0.15%. During the year the fund experienced a net outflow of €164.51m. MSCI announced the results of its quarterly review for the MSCI Standard Developed and Emerging Market Index Series for May 2017. For MSCI Europe ex UK, there were 5 additions to and 4 deletions from the index. One-way index turnover was 0.96%. MSCI announced the results of its quarterly review for the MSCI Standard Developed and Emerging Market Index Series for August 2017. For MSCI Europe ex UK, there were 1 addition to and no deletions from the index. One-way index turnover was 0.26%. 6
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