HF DGA Core Plus Absolute Return ETF

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS TO BE HELD ON JULY 1, 2019

To the Stockholders of HFF, Inc. (“ HFF ”):

HFF will hold its annual meeting (the “ HFF annual meeting ”) of holders of HFF common stock at One Victory Park, 2323 Victory Avenue, Suite 1200, Dallas, Texas 75219 on July 1, 2019, at 8:00 a.m., local time, for the following purposes:

The board of directors of HFF (the “ HFF Board ”) has fixed the close of business on May 29, 2019 as the record date for determining stockholders entitled to receive this notice and to vote at the HFF annual meeting. Only HFF stockholders of record at the close of business on the record date for the HFF annual meeting will be entitled to notice of, and to vote at, the HFF annual meeting. A list of registered HFF stockholders entitled to vote at the HFF annual meeting will be available for inspection during ordinary business hours at the executive offices of HFF at 2323 Victory Avenue, Suite 1200, Dallas, Texas 75219 at least ten (10) days prior to the HFF annual meeting.

After careful consideration, the HFF Board unanimously adopted resolutions (i) approving the Merger Agreement, the Merger and the other transactions contemplated by the Merger Agreement, (ii) determining that the terms of the Merger and the other transactions contemplated by the Merger Agreement are in the best interests of HFF and its stockholders, (iii) directing that the Merger Agreement be submitted to the stockholders of HFF for adoption, (iv) recommending that HFF’s stockholders adopt the Merger Agreement and (v) declaring that the Merger Agreement is advisable. Accordingly, the HFF Board unanimously recommends that holders of HFF common stock vote “FOR” the merger proposal, “FOR” the non-binding compensation advisory proposal, “FOR” the election of each of the HFF director nominees named in this proxy statement/prospectus, “FOR” the HFF auditor proposal and “FOR” the HFF annual compensation advisory proposal.

Your vote is very important. We cannot complete the Merger described in this proxy statement/prospectus unless the merger proposal receives the affirmative vote of the holders of at least a majority of the outstanding shares of HFF common stock entitled to vote on the merger proposal at the HFF annual meeting. If you abstain

from voting, fail to give voting instructions to a bank, broker, trust or other nominee holder of record if you hold your shares in “street name” through such bank, broker, trust or other nominee holder of record, or if you otherwise fail to vote, it will have the same effect as voting “AGAINST” the merger proposal. It is important that your shares be represented and voted whether or not you plan to attend the HFF annual meeting in person. Instructions regarding the different methods for voting your shares are provided under the section entitled “Questions and Answers About the Annual Meeting of HFF Stockholders” of the accompanying proxy statement/prospectus for further information.

By Order of the Board of Directors,

Nancy O. Goodson

Chief Operating Officer and Secretary

May 31, 2019

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CAUTIONARY STATEMENT CONCERNING FORWARD-LOOKING STATEMENTS

This proxy statement/prospectus contains certain statements regarding intentions, beliefs and expectations or predictions for the future of Jones Lang LaSalle Incorporated (“ JLL ”) and HFF, Inc. (“ HFF ,” and collectively with JLL, “ we ,” “ us ,” and “ our ”), which are forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended (the “ Securities Act ”), and Section 21E of the Securities Exchange Act of 1934, as amended (the “ Exchange Act ”). Forward-looking statements give expectations, intentions, beliefs or forecasts of future events or otherwise, and can be identified by the fact that they relate to future actions, performance or results rather than relating strictly to historical or current facts. Words such as “believe(s),” “goal(s),” “target(s),” “estimate(s),” “anticipate(s),” “forecast(s),” “project(s),” “plan(s),” “intend(s),” “expect(s),” “might,” “may,” “could,” “outlook,” potential,” “continue(s),” “will,” “should,” “seek(s),” “approximately,” “predict(s)” and variations of such words and other words and expressions of similar meaning are intended to identify such forward-looking statements. However, the absence of such words or other words and expressions of similar meaning does not mean that a statement is not forward-looking.

Any or all forward-looking statements may turn out to be wrong, and, accordingly, readers are cautioned not to place undue reliance on such statements. Forward-looking statements involve a number of risks and uncertainties that are difficult to predict and are not guarantees or assurances of future performance. No assurances can be given that the results and financial condition contemplated in any forward-looking statements will be achieved or will be achieved in any particular timetable. In evaluating these forward-looking statements, you should consider carefully the risks described herein and in other reports that JLL and HFF file with the Securities and Exchange Commission (the “ SEC ”). See the sections entitled “Risk Factors” and “Where You Can Find More Information” beginning on pages 31 and 230, respectively.

With respect to the proposed transaction and the combined company, the risks, uncertainties and other factors that could cause actual results, performance, prospects or opportunities to differ materially from those expressed in, or implied by, forward-looking statements include, without limitation:

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YOU ARE CAUTIONED NOT TO PLACE UNDUE RELIANCE ON ANY FORWARD-LOOKING STATEMENTS, ALL OF WHICH SPEAK ONLY AS OF THE DATE OF THIS PROXY STATEMENT/PROSPECTUS. JLL AND HFF UNDERTAKE NO DUTY OR OBLIGATION TO UPDATE OR CORRECT ANY FORWARD-LOOKING STATEMENT AS A RESULT OF EVENTS, CHANGES, EFFECTS, STATES OF FACTS, CONDITIONS, CIRCUMSTANCES, OCCURRENCES OR DEVELOPMENTS SUBSEQUENT TO THE DATE OF THIS PROXY STATEMENT/PROSPECTUS, EXCEPT AS REQUIRED BY LAW.

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QUESTIONS AND ANSWERS ABOUT THE ANNUAL MEETING OF HFF STOCKHOLDERS

The following are some questions that you, as an HFF stockholder, may have regarding the annual meeting of HFF stockholders (the “ HFF annual meeting ”) and brief answers to those questions. For more detailed information about the matters discussed in these questions and answers, see the section entitled “The HFF Annual Meeting” beginning on page 41. HFF encourages you to read carefully the remainder of this proxy statement/prospectus because the information in this section does not provide all of the information that might be important to you with respect to the matters being considered at the HFF annual meeting. Additional important information is also contained in the Annexes to, and in the documents incorporated by reference into, this proxy statement/prospectus. See the section entitled “Where You Can Find More Information” beginning on page 230.

If the Merger is completed, each share of HFF Class A common stock, par value $0.01 per share (“ HFF common stock ”), issued and outstanding as of immediately prior to the effective time (other than shares owned by JLL, HFF or any of their respective subsidiaries and shares held by any holder of HFF common stock who is entitled to demand and properly demands appraisal of such shares under Delaware law) will be cancelled and extinguished and automatically converted into the right to receive, subject to certain exceptions described in the Merger Agreement, $24.63 in cash, without interest and subject to any required withholding of taxes, and 0.1505 of a share of JLL common stock, par value $0.01 per share (“ JLL common stock ”). The shares of JLL common stock issuable and cash payable upon conversion of shares of HFF common stock in the Merger, and cash payable in lieu of the issuance of fractional shares of JLL common stock, are referred to collectively as the “ Merger Consideration. ”

In addition, this proxy statement/prospectus is a prospectus for HFF stockholders because, pursuant to the Merger Agreement, JLL is offering shares of JLL common stock to be issued as part of the Merger Consideration. This proxy statement/prospectus also serves as a proxy statement for other matters not related to the Merger to be voted on by HFF stockholders at the HFF annual meeting.

In order to complete the Merger, HFF stockholders must adopt the Merger Agreement (i.e., approve the “merger proposal” as defined below). HFF will hold an annual meeting of stockholders to obtain this approval. This proxy statement/prospectus contains important information about the Merger Agreement, the Merger and the HFF annual meeting, and you should read it carefully. The enclosed voting materials allow you to vote your shares without attending the HFF annual meeting in person.

Your vote is important. We encourage you to vote as soon as possible.

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Under Section 14A of the Exchange Act, which was enacted as part of the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010 (“ Dodd-Frank ”), HFF is required to provide its stockholders the opportunity to vote to approve, by a non-binding advisory vote, the compensation that may be paid or become payable to HFF’s named executive officers that is based on or otherwise relates to the Merger contemplated by the Merger Agreement. Accordingly, HFF stockholders are being provided with the opportunity to cast an advisory vote on such payments. The approval by HFF stockholders of this proposal (the “ non-binding compensation advisory proposal ”) is not a condition to the completion of the Merger.

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In reaching its decision to approve and declare advisable the Merger Agreement and to recommend that HFF stockholders adopt the Merger Agreement and approve the non-binding compensation advisory proposal, the HFF Board consulted with HFF’s management, as well as its legal and financial advisors, and considered its fiduciary obligations, due diligence matters and the terms of the Merger Agreement. The HFF Board also considered each of the items set forth under the section entitled “The Merger—Recommendation of the HFF Board and Its Reasons for the Merger” beginning on page 121.

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HFF strongly encourages its stockholders of record to vote using the enclosed proxy card.

If you hold HFF common stock in “street name,” which means your shares are held of record by a bank, broker, trust or other nominee holder of record, you must provide the record holder of your shares with instructions on how to vote your shares. Please refer to the voting instruction card used by your bank, broker, trust or other nominee holder of record to see if you may submit voting instructions using the Internet or by telephone.

Holders of HFF common stock may also vote in person by attending the HFF annual meeting. If you plan to attend the HFF annual meeting and wish to vote in person, you will be given a ballot at the HFF annual meeting. Please note, however, that if your shares are held in “street name” and you wish to vote in person at the HFF annual meeting, you must bring a legal proxy, executed in your favor, from the record holder of the shares authorizing you to vote at the HFF annual meeting. For additional information, see the section entitled “The HFF Annual Meeting” beginning on page 41.

Whether or not you plan to attend the HFF annual meeting, you are encouraged to vote your shares by proxy as described in this proxy statement/prospectus.

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All properly submitted proxies received by HFF before the HFF annual meeting that are not revoked or changed prior to being exercised at the HFF annual meeting will be voted at the HFF annual meeting in accordance with the instructions indicated on the proxies or, if no instructions were provided, “FOR” the merger proposal, “FOR” the non-binding compensation advisory proposal, “FOR” the election of each of the HFF director nominees named in this proxy statement/prospectus, “FOR” the HFF auditor proposal and “FOR” the HFF annual compensation advisory proposal.

Under applicable stock exchange rules, matters subject to a stockholder vote are classified as “routine” or “non-routine”. In the case of “non-routine” matters, a bank, broker, trust or other nominee holder of record may not vote shares held in “street name” for which they have not received instructions from the beneficial owner (“ broker non-votes ”), whereas they may vote those shares in their discretion in the case of any “routine” matter. Other than the HFF auditor proposal, which is a routine matter, all of the proposals in this proxy statement/prospectus are non-routine matters, so there can be no broker non-votes at the HFF annual

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meeting with respect to any such proposals. Accordingly, if your shares of HFF common stock are held in “street name,” your bank, broker, trust or other nominee holder of record will NOT be able to vote your shares of HFF common stock on any of the proposals other than the HFF auditor proposal.

HFF, Inc.

2323 Victory Avenue, Suite 1200

Dallas, Texas 75219

Attention: Corporate Secretary

If your shares are held in a “street name” account, you must contact your bank, broker, trust or other nominee to change your vote.

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If you hold your shares of HFF common stock in book-entry form, after the closing of the Merger, your shares will automatically be exchanged for the applicable Merger Consideration, including cash in lieu of fractional shares of JLL common stock, if any.

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D.F. King & Co., Inc.

48 Wall Street

New York, NY 10005

Toll-free: (800) 967-4617

Banks and Brokers: (212) 269-5550

Email: IPCC@dfking.com

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RISK FACTORS

The combined company will be faced with a market environment that cannot be predicted and that involves significant risks, many of which will be beyond its control. In addition to the other information contained in this proxy statement/prospectus, you should consider carefully the material risks described below before deciding whether to vote for the proposals to be considered at the HFF annual meeting. You should also read and consider the other information in this proxy statement/prospectus and the other documents incorporated by reference into this proxy statement/prospectus, including the matters addressed in the section entitled “Cautionary Statement Concerning Forward-Looking Statements” beginning on page 1. See also the section entitled “Where You Can Find More Information” beginning on page 230.

Risks Relating to the Merger and the Combined Company

The combined company may not realize all of the anticipated benefits of the transactions contemplated by the Merger Agreement or such benefits may take longer to realize than expected.

The success of the Merger will depend, in part, on the combined company’s ability to realize the anticipated benefits from combining the businesses of JLL and HFF as further described in the sections entitled “The Merger—The JLL Board’s Reasons for the Merger” and “The Merger—Recommendation of the HFF Board and Its Reasons for the Merger” beginning on pages 118 and 121, respectively. The combined company’s ability to realize the anticipated benefits of the Merger will depend, to a large extent, on the ability of JLL to integrate the businesses of HFF with JLL. The combination of two independent companies is a complex, costly and time-consuming process. As a result, the combined company will be required to devote significant management attention and resources to integrating the business practices and operations of JLL and HFF. The integration process may disrupt the business of either or both of the companies and, if implemented ineffectively, could preclude realization of the full benefits expected by JLL and HFF. The failure of the combined company to meet the challenges involved in integrating successfully the operations of JLL and HFF or otherwise to realize the anticipated benefits of the transactions could cause an interruption of, or a loss of momentum in, the activities and business operations of the combined company and could seriously harm its results of operations. In addition, the overall integration of the two companies may result in material unanticipated problems, expenses, liabilities, competitive responses, loss of agent relationships and diversion of management’s attention, and may cause the combined company’s stock price to decline. The difficulties of combining the operations of the companies include, among others:

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Many of these factors will be outside of the combined company’s control and any one of them could result in increased costs, decreases in the amount of expected revenues and diversion of management’s time and energy, which could materially impact the combined company’s business, financial condition and results of operations. In addition, even if the operations of JLL and HFF are integrated successfully, the combined company may not realize the full benefits of the transactions, including the synergies, cost savings or growth opportunities that the combined company expects. These benefits may not be achieved within the anticipated time frame, or at all. As a result, JLL and HFF cannot assure you that the combination of HFF with JLL will result in the realization of the full benefits anticipated from the transactions contemplated by the Merger Agreement.

The price of JLL common stock might decline prior to the closing of the Merger, which would decrease the value of the Merger Consideration to be received by HFF stockholders pursuant to the Merger Agreement. Further, at the HFF annual meeting, HFF stockholders may not know the exact value of JLL common stock that will be issued pursuant to the Merger Agreement.

The market price of JLL common stock at the time the Merger is completed might increase or decrease significantly from the price on the date of the Merger Agreement or from the price on the date of the HFF annual meeting. On March 18, 2019, the day prior to the date of media publications regarding the proposed Merger, JLL common stock closed at $163.02 per share as reported on the NYSE. From March 19, 2019, through May 29, 2019, the trading price of JLL common stock ranged from a closing high of $160.49 per share to a closing low of $129.63 per share on the NYSE.

Upon the closing of the Merger, HFF stockholders will be entitled to receive for each share of HFF common stock that they own, consideration in the form of a combination of JLL common stock and cash. The proportion of the consideration payable to holders of HFF common stock in JLL common stock is fixed and will not be adjusted for changes in the stock prices of either company before the Merger is consummated. As a result, any changes in the market price of JLL common stock will have a corresponding effect on the market value of the Merger Consideration. Neither party, however, has a right to terminate the Merger Agreement based upon changes in the market price of JLL or HFF common stock. HFF stockholders are urged to obtain the latest market quotations for shares of JLL common stock prior to submitting their votes or attending the HFF annual meeting.

JLL and HFF are working to complete the transactions as promptly as practicable. The parties currently expect that the Merger will be completed during the third quarter of 2019, subject to the satisfaction or waiver of the conditions to the closing of the Merger. The parties are currently targeting closing on the date of the HFF annual meeting. However, no assurance can be given that the transactions will close on that date. If the date when the transactions are completed is later than the date of the HFF annual meeting, HFF stockholders would not know the exact value of the JLL common stock that will be issued pursuant to the Merger Agreement at the time they vote on the merger proposal. In that case, if the market price of JLL common stock upon the closing of the Merger is lower than the market price on the date of the HFF annual meeting, the market value of the Merger Consideration received by HFF stockholders pursuant to the Merger Agreement will be lower than the market value of the Merger Consideration at the time of the vote by the HFF stockholders. Moreover, if the transactions are not completed on the date of the HFF annual meeting, during the period between the HFF annual meeting and the closing of the Merger, events, conditions or circumstances could arise that could have a material impact or effect on JLL, HFF or the industries in which they operate.

If the combined company is unable to manage its growth, its business and financial results could suffer.

The combined company’s future financial results will depend in part on its ability to profitably manage its core businesses, including any growth that the combined company may be able to achieve. Over the past several years, each of JLL and HFF has engaged in the identification of, and competition for, growth and expansion

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opportunities. In order to achieve those initiatives, the combined company will need to, among other things, recruit, train, retain and effectively manage employees and expand its operations and financial control systems. If the combined company is unable to manage its businesses effectively and profitably, its business and financial results could suffer.

Deterioration in JLL’s credit profile may increase its costs of borrowing money.

JLL expects to maintain investment grade credit ratings. (Ratings from credit agencies are not recommendations to buy, sell or hold JLL’s securities, and each rating should be evaluated independently of any other rating.) There is no assurance that JLL will maintain such credit ratings, since credit ratings may be lowered or withdrawn entirely by a rating agency if, in its judgment, the circumstances warrant. If a rating agency were to downgrade JLL’s rating below investment grade, JLL’s borrowing costs would increase.

To be successful, the combined company must retain and motivate key employees, including those experienced with post-acquisition integration, and failure to do so could seriously harm the combined company.

The combined company, like each of JLL and HFF, will deliver professional services which, by their nature, require a significant number of highly-trained personnel. Such personnel are generally mobile and have skill sets which are often transferable to other organizations. As a result, competition for the professionals employed by JLL and HFF can be intense, and the attraction, retention and motivation of key personnel is one of the core competencies of a professional services firm. The success of the combined company following the Merger largely depends on the skills, experience and continued efforts of management and other key personnel for each of JLL and HFF. As a result, to be successful, the combined company must retain and motivate executives and other key employees and keep them focused on the strategies and goals of the combined company, which effort may be adversely affected as a result of the uncertainty and difficulties with integrating JLL and HFF. Employees of JLL and HFF may experience uncertainty about their future roles with the combined company until or after strategies for the combined company are announced or executed. These circumstances may adversely affect the combined company’s ability to retain key personnel. Any management disruption or difficulties in integrating JLL’s and HFF’s professionals could result in a loss of clients and customers or revenues from clients and customers and could significantly affect the combined company’s business and results of operations. Certain key employees of HFF have executed employment agreements with JLL that are conditioned on completion of the Merger and pursuant to which such executives will receive certain retention benefits that vest in accordance with a defined schedule following the closing of the Merger. However, such key employees may choose to terminate their employment with the combined company at any time and, moreover, key employees will continue to be at-will employees following the Merger and there is no assurance that these individuals will remain with the combined company. If these personnel were to leave, the combined company may experience increased difficulty in generating business opportunities and revenue, managing the ongoing business operations and integrating the businesses and may not be able to adequately replace such personnel, which could have a material adverse effect on the combined company’s overall business, results of operations and financial condition. Additionally, the combined company’s failure to retain key employees will result in the roles and responsibilities of such managers and employees to be filled either by existing or new personnel, which may require the combined company to devote time and resources to identifying, hiring and integrating replacements for the departed managers and employees that could otherwise be used to integrate the businesses of JLL and HFF or otherwise pursue business opportunities. If any key personnel of JLL or HFF were to join an existing competitor or form a competing company, some clients could choose to use the services of that competitor instead of the services of the combined company. There can be no assurance that the combined company will be able to retain and motivate its employees in the same manner as JLL and HFF.

Integration of HFF’s operations with JLL’s operations may impair the combined company’s ability to achieve the expected benefits of the Merger.

Following completion of the Merger, JLL expects to make changes to certain aspects of each of the companies’ operations to integrate HFF’s operations with those of JLL. In addition, JLL expects that the Merger

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could affect each of the companies’ existing client relationships or its ability to enter into new client relationships. Any changes that JLL makes to each of the companies’ operations, could disrupt their businesses and client relationships and could materially and adversely affect the combined company’s ability to achieve the expected benefits of the transaction and its business and results of operations.

Multiple lawsuits have been filed against HFF, the members of the HFF Board, JLL, Merger Sub and Merger LLC challenging the Merger, which could result in substantial costs and may delay or prevent the Merger from being completed.

Beginning on May 6, 2019, four different complaints were filed in the United States District Court for the District of Delaware captioned Jones v. HFF, Inc. et al., Case No. 19-cv-841, Stein v. HFF, Inc., et al., Case No. 19-cv-859, Sabatini v. HFF, Inc. et al ., Case No. 19-cv-867, and Pennington v. HFF, Inc ., Case No. 19-cv-950. In addition, on May 17, 2019, a complaint was filed in the United States District Court for the Northern District of Texas captioned Bushansky v. HFF, Inc., et al ., Case No. 3:19-cv-1196-C. Each of the complaints names HFF, Mark D. Gibson, Deborah H. McAneny, Susan P. McGalla, George L. Miles, Jr., Morgan K. O’Brien, Lenore M. Sullivan, Joe B. Thornton Jr., and Steven E. Wheeler as defendants, and the Sabatini Complaint also names JLL, Merger Sub and Merger LLC as additional defendants. The complaints generally allege that defendants violated Sections 14(a) and 20(a) of the Exchange Act with respect to the Form S-4 originally filed with the SEC in connection with the Merger, and seek to enjoin the Merger, as well as damages, costs and attorneys’ and experts’ fees.

JLL and HFF believe the claims are without merit and intend to vigorously defend the claims. However, even if the lawsuits are without merit, defending against these claims can result in substantial costs and divert management time and resources. An adverse judgment could result in monetary damages, which could have a negative impact on JLL’s and HFF’s respective liquidity and financial condition. Additionally, if a plaintiff is successful in obtaining an injunction prohibiting the closing, then that injunction may delay or prevent the Merger from being consummated, which may adversely affect JLL’s and HFF’s respective business, financial position and results of operation.

Additional lawsuits arising out of or relating to the Merger Agreement or the Merger may be filed in the future.

The Merger is subject to a number of conditions to the obligations of both HFF and JLL to complete the Merger, which, if not fulfilled, or not fulfilled in a timely manner, may result in termination of the Merger Agreement.

The respective obligations of JLL, Merger Sub, Merger LLC and HFF to effect the Merger are subject to the satisfaction or waiver of the following conditions at or prior to the closing:

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The conditions set forth in the Merger Agreement may be waived by JLL or HFF, in whole or in part, to the extent permitted by applicable law. For a more detailed discussion of these matters, see the section entitled “The Merger Agreement—Conditions to Completion of the Merger” beginning on page 157. Although JLL and HFF have agreed to use their reasonable best efforts to take, or cause to be taken, all actions and to do, or cause to be done, all things necessary, proper or advisable under applicable law to consummate the transactions contemplated by the Merger Agreement, subject to certain limitations, these and other conditions to the closing of the Merger may fail to be satisfied. In addition, satisfying the conditions to and the closing of the Merger may take longer and could cost more than JLL and HFF expect. Neither JLL nor HFF can predict whether and when these other conditions will be satisfied. Furthermore, the requirements for obtaining the required clearances and approvals could delay the closing of the Merger for a significant period of time or prevent them from occurring. Any delay in completing the Merger may adversely affect the benefits that JLL expects to achieve if the Merger and the integration of the companies’ respective businesses are not completed within the expected timeframe.

Regulatory approvals may not be received, may take longer than expected or may impose conditions that are not presently anticipated or that cannot be met.

Before the transactions contemplated by the Merger Agreement, including the Merger, may be completed, various clearances, approvals and declarations of non-disapproval must be obtained from certain regulatory and governmental authorities as described in the section entitled “The Merger—Regulatory Approvals” beginning on page 136. These regulatory and governmental entities may impose conditions on the granting of such approvals. Such conditions and the process of obtaining regulatory approvals could have the effect of delaying the closing of the Merger or of imposing additional costs or limitations on the combined company following the Merger. The regulatory approvals may not be received at all, may not be received in a timely fashion and may contain conditions on the closing of the Merger. JLL and its affiliates will not be obligated to take any actions that are materially detrimental to the benefits of the transactions contemplated by the Merger Agreement to JLL and its subsidiaries. In addition, the respective obligations of each of JLL, Merger Sub, Merger LLC and HFF to

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complete the Merger are conditioned on the receipt of certain regulatory approvals or waiver by the other party of such condition.

Early termination of the waiting period under the HSR Act was granted by the FTC on April 15, 2019. Controller approval was granted by the FCA to JLL and Merger LLC on May 8, 2019. Approval of the change in ownership was granted by FINRA to HFF on May 23, 2019.

At any time before or after consummation of the Merger, notwithstanding the termination of the waiting period under the HSR Act, the U.S. Department of Justice (“ DOJ ”) or the Federal Trade Commission (“ FTC ”), or any state, could take such action under the antitrust laws as each deems necessary or desirable in the public interest, including seeking to enjoin the completion of the Merger or seeking divestiture of substantial assets of JLL or HFF. Private parties also may seek to take legal action under the antitrust laws under certain circumstances.

There can be no assurance that the DOJ, the FTC or any other governmental entity or any private party will not attempt to challenge the Merger on antitrust or competition grounds, and, if such a challenge were attempted, there can be no assurance as to its result.

Certain directors and executive officers of HFF have interests in the Merger that are different from, or in addition to, the interests of HFF stockholders.

Certain directors and executive officers of HFF have interests in the Merger that are in addition to their interests as HFF stockholders generally. For executive officers, these interests include, but are not limited to, continued employment with the combined company and the treatment in the Merger of HFF stock awards held by certain directors and executive officers, as applicable. Certain executive officers of HFF have also entered into employment agreements with JLL that are conditioned on completion of the Merger and pursuant to which such executives will receive certain retention benefits that vest in accordance with a defined vesting schedule following the closing of the Merger. In addition, one current member of the HFF Board, Deborah McAneny (or, if she is not able or willing to serve, another individual who, as of the date of the Merger Agreement, is a member of the HFF Board and is mutually agreed to by JLL and HFF), will become a director of the combined company, subject to the approval of the Nominating and Governance Committee of the JLL Board. The HFF Board was aware of these interests and considered them, among other matters, in approving the Merger Agreement and in determining to recommend that HFF stockholders adopt the merger proposal. See the section entitled “The Merger—Interests of HFF’s Directors and Executive Officers in the Merger” beginning on page 141.

The combined company will record goodwill and intangible assets that could become impaired and adversely affect its results of operations and financial condition.

Accounting standards in the United States require that one party to the Merger be identified as the acquirer. In accordance with these standards, the Merger will be accounted for as an acquisition of HFF by JLL and will follow the acquisition method of accounting for business combinations. The assets and liabilities of HFF will be consolidated with those of JLL and initially reported at their respective acquisition date fair values. The excess of the purchase price over the fair values of HFF’s assets and liabilities will be recorded as goodwill. The unaudited pro forma combined balance sheet as of March 31, 2019 reflects $1,545.1 million of goodwill and $194.2 million of intangible assets resulting from the Merger, which are based on JLL management’s preliminary fair value estimates and are subject to change, including due to fluctuations in the market value of JLL common stock and other purchase price accounting considerations.

The combined company will be required to assess goodwill and intangible assets for impairment at least annually. In the future the combined company may record charges against earnings resulting from impairment. Any determination requiring the write off of a significant portion of the combined company’s goodwill or other intangible assets could adversely affect the combined company’s results of operations and financial condition.

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The market price of the common stock of the combined company may be affected by factors different from those affecting the market price for shares of HFF common stock or for shares of JLL common stock.

Upon the closing of the Merger, holders of HFF common stock will become holders of JLL common stock. JLL’s business differs from that of HFF, and the business of the combined company will differ from that of JLL. Accordingly, the results of operations for the combined company will be affected by factors different from those currently affecting the results of operations of HFF and may be affected by factors different from those currently affecting the results of operations of JLL. For a discussion of the businesses of JLL and of certain factors to consider in connection with those businesses, see the section entitled “Information About JLL, Merger Sub and Merger LLC” beginning on page 188 and the documents incorporated by reference in this proxy statement/prospectus and referred to in the section entitled “Where You Can Find More Information” beginning on page 230. For a discussion of the businesses of HFF and of certain factors to consider in connection with those businesses, see the section entitled “Information About HFF” beginning on page 189. See also the section entitled “Summary—Comparative Per Share Market Price Data and Dividend Information” beginning on page 29 for additional information on the market value of shares of JLL common stock and HFF common stock.

The issuance of shares of JLL common stock to HFF stockholders pursuant to the Merger Agreement will reduce the percentage ownership interests of JLL’s pre-existing stockholders. Based on the number of shares of JLL common stock and HFF common stock outstanding on May 29, 2019, the record date for HFF’s annual meeting of stockholders, upon the closing, pre-existing JLL stockholders and former HFF stockholders would own approximately 88% and 12% of the outstanding shares of JLL common stock, respectively, immediately following the closing. The Merger will have no effect on the number of shares of JLL common stock owned by existing JLL stockholders. The issuance of approximately 6 million shares of JLL common stock to HFF stockholders in the Merger will cause a significant reduction in the relative percentage interests of current JLL stockholders in earnings, voting, liquidation value and book and market value. Also, HFF stockholders currently have the right to vote for HFF’s directors and on other matters affecting HFF. At the closing of the Merger, each HFF stockholder that receives shares of JLL common stock and is not already a stockholder of JLL will become a stockholder of JLL with a percentage ownership that will be significantly smaller than such stockholder’s percentage ownership of HFF prior to the Merger. As a result of this reduced ownership percentage, upon closing of the Merger, each former HFF stockholder will generally have less voting power in JLL than they now have in HFF. See the section entitled “Summary—Ownership of JLL After the Merger” beginning on page 13.

The opinion of HFF’s financial advisor will not reflect changes in circumstances between the original signing of the Merger Agreement on March 18, 2019 and the closing of the Merger.

HFF received an opinion from its financial advisor as of March 18, 2019 and does not expect to receive an updated fairness opinion prior to the closing of the Merger. Changes in the operations and prospects of JLL or HFF, general market and economic conditions and other factors that may be beyond the control of JLL or HFF, and on which HFF’s financial advisor’s opinion was based, may significantly alter the value of JLL or the prices of the shares of HFF’s common stock or JLL common stock by the time the Merger is completed. The opinion of HFF’s financial advisor does not speak as of the time the Merger will be completed or as of any date other than the date of such opinion. Because HFF’s financial advisor will not be updating its opinion, which was issued in connection with the signing of the Merger Agreement, the opinion will not address the fairness of the Merger Consideration from a financial point of view at the time the Merger is completed. The HFF Board’s recommendation that HFF stockholders vote “ FOR ” the merger proposal, however, is current as of the date of this proxy statement/prospectus. For a description of the opinion that HFF received from its financial advisor, please refer to the section entitled “The Merger—Opinion of HFF’s Financial Advisor” beginning on page 125.

The Merger Agreement contains provisions that may discourage other companies from trying to acquire HFF for greater Merger Consideration.

The Merger Agreement contains provisions that may discourage a third party from submitting a business combination proposal to HFF, both during the pendency of the Merger with JLL as well as afterward should the Merger with JLL not be consummated, that might result in greater value to HFF stockholders than the Merger

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with JLL. These Merger Agreement provisions include a general prohibition on HFF from soliciting, or, subject to certain exceptions, entering into discussions with any third party regarding any acquisition proposal or offers for competing transactions. In addition, HFF may be required to pay JLL a termination fee in certain circumstances involving acquisition proposals for competing transactions. For further information, please see the sections entitled “The Merger Agreement—HFF Acquisition Proposals,” “The Merger Agreement—Termination of the Merger Agreement” and “The Merger Agreement—Reimbursement of Fees and Expenses” beginning on pages 160, 175 and 177, respectively.

Failure to complete the Merger could negatively impact the stock prices and future businesses and financial results of HFF.

If the Merger is not completed, the ongoing businesses of HFF may be adversely affected and HFF will be subject to several risks and consequences, including the following:

In addition, if the Merger is not completed, HFF may experience negative reactions from the financial markets and from its employees and business partners. HFF also could be subject to litigation related to any failure to complete the Merger or to enforcement proceedings commenced against HFF to perform its obligations under the Merger Agreement. If the Merger is not completed, HFF cannot assure its stockholders that the risks described above will not materialize and will not materially adversely affect the business, financial results and stock price of HFF.

The closing of the Merger may trigger change in control or other provisions in certain agreements to which HFF is a party.

The closing of the Merger may trigger change in control or other provisions in certain agreements to which HFF is a party. If JLL and HFF are unable to negotiate waivers of those provisions, the counterparties may exercise their rights and remedies under the agreements, potentially terminating the agreements or seeking monetary damages. Even if JLL and HFF are able to negotiate waivers, the counterparties may require a fee for such waivers or seek to renegotiate the agreements on terms less favorable to HFF.

The shares of JLL common stock to be received by HFF stockholders as a result of the Merger will have different rights than shares of HFF common stock.

Following the closing of the Merger, HFF stockholders will become JLL stockholders and their rights will be governed by the JLL Charter, the JLL Bylaws and the MGCL. The rights associated with JLL common stock are different from the rights associated with HFF common stock. See the section entitled “Comparison of Rights of JLL Stockholders and HFF Stockholders” beginning on page 196 for a discussion of the different rights associated with JLL common stock and HFF common stock.

JLL and HFF will incur significant transaction and integration costs in connection with the Merger .

JLL and HFF expect to incur a number of costs associated with completing the Merger and integrating the operations of the two companies. The substantial majority of these costs will consist of transaction costs related to the Merger, including costs to compensate financial advisors for their services, facilities and systems

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consolidation and integration costs and employment-related costs. Additional unanticipated costs may be incurred in the integration of the businesses of JLL and HFF. Although JLL and HFF expect that the elimination of redundant costs, as well as the realization of other efficiencies related to the integration of the businesses, will offset incremental transaction and Merger-related costs over time, this net benefit may not be achieved in the near term, or at all.

The announcement and pendency of the Merger may adversely affect JLL’s and HFF’s business, financial condition and results of operations.

The announcement and pendency of the business combination may cause disruptions and create uncertainty surrounding JLL’s and HFF’s business, which could negatively affect certain relationships with employees and business partners, regardless of whether the Merger is consummated.

The unaudited pro forma combined financial information included in this proxy statement/prospectus is based on a number of preliminary estimates and assumptions and the actual results of operations and financial position of the combined company after the Merger may differ materially.

The unaudited pro forma combined financial information in this proxy statement/prospectus is based on the historical financial statements of JLL and HFF after giving effect to the Merger and the assumptions and adjustments as discussed in the section entitled “Jones Lang LaSalle Incorporated and HFF, Inc. Unaudited Pro Forma Combined Financial Information” beginning on page 210, including assumptions relating to the allocation of the consideration paid for HFF based on preliminary estimates of the fair value of the assets acquired and liabilities assumed and may be revised. The purchase price allocation reflected is preliminary, and final allocation of the purchase price will be based upon the actual purchase price and the acquisition date fair value of the assets acquired and liabilities assumed in the Merger. Accordingly, the final acquisition accounting adjustments may differ materially from the pro forma adjustments reflected in this document. There can be no assurance that such revisions will not result in material changes to the information presented. The unaudited pro forma combined financial information of the combined companies contained in this proxy statement/prospectus involves risks, uncertainties and assumptions and is not a guarantee of future performance.

The unaudited prospective financial information of HFF contained in this proxy statement/prospectus involves risks, uncertainties and assumptions and is not a guarantee of future performance. The assumptions used in preparing the unaudited prospective financial information may not prove to be accurate, and other factors may affect the combined company’s financial condition or results of operations following the proposed transactions contemplated by the Merger Agreement. Neither JLL nor HFF can provide any assurance that the results indicated in HFF’s unaudited prospective financial information will be realized or that HFF’s future financial results will not materially vary from the unaudited prospective financial information. See the section entitled “Certain Unaudited Prospective Financial Information” beginning on page 224.

JLL currently anticipates that the Merger will be accretive to adjusted diluted earnings per share in the first year following the completion of the Merger. This expectation is based on preliminary estimates, which may materially change. The combined company could also encounter additional transaction and integration-related costs or other factors such as the failure to realize all of the benefits anticipated in the Merger. All of these factors could cause dilution to the combined company’s adjusted diluted earnings per share or decrease or delay the expected accretive effect of the Merger and cause a decrease in the price of the combined company’s common stock.

Risks Relating to JLL

JLL is, and will continue to be, subject to the risks described in Part I, Item 1A in JLL’s Annual Report on Form 10-K for the year ended December 31, 2018 as filed with the SEC and incorporated by reference into this proxy statement/prospectus. See the section entitled “Where You Can Find More Information” beginning on page 230.

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Risks Relating to HFF

HFF is, and will continue to be, subject to the risks described in Part I, Item 1A in HFF’s Annual Report on Form 10-K for the year ended December 31, 2018 (as amended on Form 10-K/A, filed with the SEC on April 30, 2019) as filed with the SEC and incorporated by reference into this proxy statement/prospectus. See the section entitled “Where You Can Find More Information” beginning on page 230.

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THE HFF ANNUAL MEETING

General

The HFF Board is furnishing this proxy statement/prospectus to solicit proxies to be voted at HFF’s annual meeting. The proxy statement/prospectus summary below highlights information contained elsewhere in this proxy statement/prospectus. Please read the entire proxy statement/prospectus carefully before voting as it provides HFF stockholders with important information they need to know to be able to vote, or instruct their bank, broker, trust or other nominee to vote, at the HFF annual meeting.

Annual Meeting of HFF Stockholders

Date: July 1, 2019.

Time: 8:00 a.m. local time

Location: One Victory Park

                 2323 Victory Avenue, Suite 1200

                 Dallas, Texas 75219

Voting Matters and Board Recommendations

1. To consider and vote upon the merger proposal;

2. To consider and vote upon the non-binding compensation advisory proposal;

3. To consider and vote upon the HFF director election proposal;

4. To consider and vote upon the HFF auditor proposal; and

5. To consider and vote upon the HFF annual compensation advisory proposal.

Pursuant to the HFF Bylaws, the business to be transacted at the HFF annual meeting shall be limited to the proposals set forth in the notice to the HFF stockholders provided with this proxy statement/prospectus.

Recommendation of the HFF Board

After careful consideration, on March 18, 2019, the HFF Board unanimously adopted resolutions (i) approving the Merger Agreement, the Merger and the other transactions contemplated by the Merger Agreement, (ii) determining that the terms of the Merger and the other transactions contemplated by the Merger Agreement are in the best interests of HFF and its stockholders, (iii) directing that the Merger Agreement be submitted to the stockholders of HFF for adoption, (iv) recommending that HFF’s stockholders adopt the Merger Agreement and (v) declaring that the Merger Agreement is advisable. Accordingly , the HFF Board unanimously recommends that HFF stockholders vote “FOR” the merger proposal, “FOR” the non-binding compensation advisory proposal, “FOR” the election of each of the HFF director nominees named in this proxy statement/prospectus, “FOR” the HFF auditor proposal and “FOR” the HFF annual compensation advisory proposal at the HFF annual meeting.

For a summary of the factors considered by the HFF Board in reaching its decision to approve the Merger Agreement and the transactions contemplated thereby, as well as the HFF Board’s reasons for approving, and certain risks related to, the Merger, see the section entitled “The Merger—Recommendation of the HFF Board and Its Reasons for the Merger” beginning on page 121.

Record Date; Outstanding Shares; Shares Entitled to Vote

Only holders of HFF common stock at the close of business on May 29, 2019 (the “ HFF record date ”), will be entitled to notice of, and to vote at, the HFF annual meeting. At the close of business on the HFF record date, there were 39,823,827 shares of HFF common stock issued and outstanding. Accordingly, 39,823,827 shares of HFF common stock are eligible to be voted at the HFF annual meeting. Each holder of HFF common stock is entitled to one vote for each share of HFF common stock owned as of the HFF record date.

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A list of HFF’s registered stockholders as of the close of business on May 29, 2019 will be available for inspection at the HFF annual meeting and for a period of ten (10) days prior to July 1, 2019 during ordinary business hours at HFF’s executive offices located at One Victory Park, 2323 Victory Avenue, Suite 1200, Dallas, Texas 75219.

Vote Required; Quorum

The holders of a majority in voting power of all of the shares of HFF common stock issued and outstanding and entitled to vote at the HFF annual meeting, present in person or represented by proxy, shall constitute a quorum for the HFF annual meeting. A quorum must be present before HFF stockholders can vote on any of the proposals at the HFF annual meeting. Abstentions and broker non-votes are counted for purposes of determining a quorum.

Approval of the merger proposal. Approval of the merger proposal requires the affirmative vote of the holders of at least a majority of the outstanding shares of HFF common stock entitled to vote on the merger proposal at the HFF annual meeting. Accordingly, an HFF stockholder’s abstention from voting, the failure of an HFF stockholder who holds his or her shares in “street name” through a bank, broker, trust or other nominee holder of record to give voting instructions to that bank, broker, trust or other nominee holder of record, or any other failure of an HFF stockholder to vote will have the same effect as a vote “ AGAINST ” this proposal.

Approval of the non-binding compensation advisory proposal . Approval of the non-binding compensation advisory proposal requires the affirmative vote of the holders of a majority of those shares of HFF common stock present in person or by proxy at the HFF annual meeting and entitled to vote thereon, provided that a quorum is present. Accordingly, an HFF stockholder’s abstention from voting will have the same effect as a vote “ AGAINST ” this proposal, while the failure of an HFF stockholder who holds his or her shares in “street name” through a bank, broker, trust or other nominee holder of record to give voting instructions to that bank, broker, trust or other nominee holder of record, or any other failure of an HFF stockholder to vote will have no effect on the approval of the non-binding compensation advisory proposal.

Approval of the HFF director election proposal. Approval of the election of each of the HFF director nominees in an uncontested election requires the affirmative vote of the holders of a majority of the votes cast at the HFF annual meeting for such nominee’s election, provided that a quorum is present. As a result, an HFF stockholder’s election to abstain from voting, the failure of an HFF stockholder who holds his or her shares in “street name” through a bank, broker, trust or other nominee holder of record to give voting instructions to that bank, broker, trust or other nominee holder of record or any other failure of an HFF stockholder to vote will have no effect on the election of the HFF director nominees.

Approval of the HFF auditor proposal. Approval of the HFF auditor proposal requires the affirmative vote of the holders of a majority of those shares of HFF common stock present in person or by proxy at the HFF annual meeting and entitled to vote thereon, provided that a quorum is present. When nominees, such as banks, brokers or trusts, holding shares on behalf of beneficial owners do not receive voting instructions from the beneficial owners by the tenth day before the HFF annual meeting, the nominee holder of record may vote those shares on matters deemed “routine” by the NYSE, such as the ratification of the appointment of independent, registered certified public accountants. Because the HFF auditor proposal is a “routine” matter, HFF does not expect there to be any broker non-votes with respect to this proposal as banks, brokers, trusts or other nominee holders of record are permitted to vote in their discretion without receiving instructions from beneficial holders of HFF common stock. An HFF stockholder’s election to abstain from voting will have the same effect as a vote “AGAINST” the HFF auditor proposal.

Approval of the HFF annual compensation advisory proposal . Approval of the HFF annual compensation advisory proposal requires the affirmative vote of the holders of a majority of those shares of HFF common stock present in person or by proxy at the HFF annual meeting and entitled to vote thereon, provided that a quorum is present. Accordingly, an HFF stockholder’s abstention from voting will have the same effect as a vote “ AGAINST ” this proposal, while the failure of an HFF stockholder who holds his or her shares in

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“street name” through a bank, broker, trust or other nominee holder of record to give voting instructions to that bank, broker, trust or other nominee holder of record, or any other failure of an HFF stockholder to vote will have no effect on the approval of the HFF annual  compensation advisory proposal.

Voting by HFF’s Directors and Executive Officers

As of the HFF record date for the HFF annual meeting, the directors and executive officers of HFF as a group owned and were entitled to vote approximately 1,619,080 shares of HFF common stock, or approximately 4.1% of the issued and outstanding shares of HFF common stock on that date. On March 18, 2019, all of HFF’s directors, executive officers and certain additional employees, who collectively owned an aggregate of 2,814,186 shares of HFF common stock as of the close of business on the HFF record date, representing approximately 7.1% of the shares of HFF common stock outstanding as of that date, entered into Voting Agreements with JLL pursuant to which, among other things and subject to certain exceptions, such persons have agreed to vote or cause to be voted any shares of HFF common stock of which they are the beneficial or record owner for the merger proposal and against any competing proposal or other action, proposal or agreement that would reasonably be expected to result in a breach of the Merger Agreement or prevent, materially delay or adversely affect the consummation of the Merger.

HFF currently expects that each of its directors and executive officers entitled to vote at the HFF annual meeting will vote their shares of HFF common stock “ FOR ” the merger proposal, “ FOR ” the non-binding compensation advisory proposal “ FOR ” the election of each of the HFF director nominees named in this proxy statement/prospectus, “ FOR ” the HFF auditor proposal and “ FOR ” the HFF annual compensation advisory proposal.

Voting; Proxies; Revocation

Holders of HFF common stock as of the HFF record date may vote by proxy or in person at the HFF annual meeting. Votes cast by proxy or in person at the HFF annual meeting will be tabulated and certified by American Stock Transfer & Trust Company, which will be certified by an inspector of election for the HFF annual meeting.

Voting in Person

HFF stockholders who plan to attend the HFF annual meeting and who own shares of HFF common stock in their own name on the HFF record date may vote in person at the HFF annual meeting by written ballot or by delivering a signed proxy card. HFF stockholders who hold their shares in “street name,” which means such shares are held in the name of a bank, broker, trust or other nominee holder of record, must present written evidence at the HFF annual meeting from the institution holding such shares indicating that such HFF stockholder was the beneficial owner of the shares held in street name on the HFF record date and is authorized to vote such shares in person. This written evidence is generally called a “Legal Proxy” and should be submitted to HFF’s Secretary, Nancy O. Goodson, prior to the commencement of the HFF annual meeting.

Voting by Proxy

The vote of each HFF stockholder is very important. Accordingly, holders of HFF common stock as of the HFF record date should vote by proxy by:

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HFF stockholders should submit their proxy even if they plan to attend the HFF annual meeting. HFF stockholders can change their vote at the HFF annual meeting. Voting instructions are included on the enclosed proxy card. If an HFF stockholder properly submits a proxy to HFF in time to vote, one of the individuals named as a proxy in such HFF stockholder’s proxy will vote the shares as such HFF stockholder has directed.

The method of voting by proxy differs for shares held as a record holder and shares held in “street name.” If an HFF stockholder holds shares of HFF common stock in “street name,” the HFF stockholder will receive instructions from such stockholder’s bank, broker, trust or other nominee that the HFF stockholder must follow in order to vote such stockholder’s shares. Such bank, broker, trust or other nominee may allow such HFF stockholder to deliver voting instructions over the Internet, by telephone or by mail.

Unless HFF stockholders give their banks, brokers, trusts or other nominee holders of record instructions on how to vote their shares of HFF common stock, their banks, brokers, trusts and other nominees will not be able to vote their shares on any of the proposals at the HFF annual meeting other than the HFF auditor proposal.

All properly executed proxies that are received prior to the HFF annual meeting and that are not revoked will be voted at the HFF annual meeting according to the instructions indicated on the proxies or, if no instructions are indicated, they will be voted “FOR” the merger proposal, “FOR” the non-binding compensation advisory, “FOR” the election of each of the HFF director nominees named in this proxy statement/prospectus, “FOR” the HFF auditor proposal and “FOR” the HFF annual compensation advisory proposal.

Revocation of Proxy

An HFF stockholder may revoke a proxy or change the voting instructions by taking any of the following actions:

HFF, Inc.

2323 Victory Avenue, Suite 1200

Dallas, Texas 75219

Attention: Corporate Secretary

If an HFF stockholder’s shares are held in “street name,” such stockholder should contact the institution holding such stockholder’s shares to determine the procedures, if any, for revoking or changing such stockholder’s voting instructions.

Broker Non-Votes

Under applicable stock exchange rules, matters subject to a stockholder vote are classified as “routine” or “non-routine”. In the case of “non-routine” matters, a bank, broker, trust or other nominee holder of record may not vote shares held in “street name” for which they have not received instructions from the beneficial owner (referred to as “broker non-votes”), whereas they may vote those shares in their discretion in the case of any “routine” matter. The merger proposal, the non-binding compensation advisory proposal, the HFF director

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election proposal and the HFF annual compensation advisory proposal are non-routine matters, and the HFF auditor proposal is a routine matter. Accordingly, shares of HFF common stock held in “street name” by a bank, broker, trust or other nominee holder of record will NOT be voted by such bank, broker, trust or other nominee holder of record on any of the proposals other than the HFF auditor proposal.

The failure of an HFF stockholder to vote or to instruct such stockholder’s bank, broker, or other nominee holder of record to vote if such stockholder’s shares are held in “street name” will have the same effect as a vote “ AGAINST ” the merger proposal, but not affect the results of the non-binding compensation advisory proposal the HFF director election proposal and the HFF annual compensation advisory proposal. However, because the HFF auditor proposal is a routine matter, HFF does not expect there to be any broker non-votes with respect to this proposal as banks, brokers, trusts or other nominee holders of record are permitted to vote in their discretion without receiving instructions from beneficial holders of HFF common stock.

Proxy Solicitation

HFF has retained the services of D.F. King & Co., Inc. (“ DF King ”) to aid in the solicitation of proxies and will pay DF King a base fee of $12,500 for these services, plus its related costs and expenses. HFF will bear the total expense of soliciting proxies from HFF stockholders, except that HFF and JLL have each agreed to share equally all expenses incurred in connection with the filing, printing and mailing of this proxy statement/prospectus. In addition to the amounts paid to DF King and the amounts paid for the solicitation of proxies by mail, HFF will reimburse banks, brokerage firms and others for their expenses in forwarding proxy solicitation materials. In addition to the mailing of this proxy statement/prospectus, additional proxy solicitation may be made by telephone or other direct communication with certain stockholders or their representatives by HFF’s directors, officers and employees, who will receive no additional compensation for such solicitation.

Householding

Any HFF stockholder that shares an address with another HFF stockholder and received multiple copies of this proxy statement/prospectus may contact HFF as described above and request that a single copy be sent to the stockholder’s address for future deliveries of HFF communications. This is commonly referred to as “householding.” If an HFF stockholder’s proxy statement/prospectus was “householded” but such stockholder prefers to receive separate copies of the proxy statement/prospectus, additional copies may be requested by contacting HFF’s Secretary to request additional copies.

Other Business; Adjournments

No business other than the merger proposal, the non-binding compensation advisory proposal, the HFF director election proposal, the HFF auditor proposal and the HFF annual compensation advisory proposal shall be conducted at the HFF annual meeting.

Even if a quorum is not present at the HFF annual meeting, the chairman of the HFF annual meeting or the HFF stockholders present at the HFF annual meeting may adjourn the meeting to another place, date or time. Pursuant to the Merger Agreement, HFF has the right to postpone or adjourn the HFF annual meeting (A) by not more than thirty (30) days in the aggregate (1) for the absence of a quorum, (2) to allow reasonable additional time to solicit additional proxies to the extent that at such time HFF has not received a number of proxies that it reasonably believes sufficient to obtain stockholder approval of the merger proposal at the HFF annual meeting, or (3) to the extent required by applicable law, or (B)  with the written consent of JLL.

Assistance

If an HFF stockholder needs assistance in completing such stockholder’s proxy card or has questions regarding the HFF annual meeting, such stockholder should contact DF King, which is assisting HFF with the solicitation of proxies, at (800) 967-4617.

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HFF CORPORATE GOVERNANCE

In accordance with the Delaware General Corporation Law and the HFF Charter and the HFF Bylaws, HFF’s business, property and affairs are managed under the direction of the HFF Board. Although directors are not involved in the day-to-day operating details, they are kept informed of HFF’s business through written reports and documents provided to them regularly, as well as by operating, financial and other reports presented by the officers of HFF at meetings of the HFF Board and committees of the HFF Board.

Meetings of the HFF Board and its Committees . The HFF Board held ten meetings during 2018. All of the incumbent directors entitled to vote on matters coming before the HFF Board in the aggregate attended at least 75% of the HFF Board and assigned committee meetings.

Attendance at the HFF Annual Meeting . HFF strongly encourages each of its directors to attend HFF’s annual meeting of HFF stockholders. In 2018, all of HFF’s current directors attended the annual meeting of HFF stockholders.

HFF Board Self-Assessment . The HFF Board conducts a self-assessment annually to consider the skills and experience of the HFF Board as a whole, director independence and HFF Board leadership structure. The self-assessment is an important tool to ensure that the HFF Board has an appropriate level of expertise and leadership to fulfill its responsibilities.

Director Independence . The HFF Board has determined that the following directors are independent under the independence standards promulgated by the NYSE: Deborah H. McAneny, Susan P. McGalla, George L. Miles, Jr., Lenore M. Sullivan, Steven E. Wheeler and Morgan K. O’Brien. In making its determinations regarding director and director nominee independence, the HFF Board considered, among other things:

The independent directors of HFF meet periodically at regularly scheduled executive sessions without the non-independent directors. Ms. McAneny serves as the presiding director of such meetings.

HFF Board Leadership . Each of Mark D. Gibson, HFF’s Chief Executive Officer, and Joe B. Thornton, Jr., HFF’s President, is a capital markets advisor of the Operating Partnerships ¹ and serves as Vice Chairman of the HFF Board. Mr. Thornton also serves as Managing Member of the Operating Partnerships. Ms. McAneny serves as lead independent director. The role of lead independent director is to serve in a lead capacity to coordinate the activities of the other non-employee directors and to perform such other duties and responsibilities as the HFF Board may determine. Consistent with her title and as described above, Ms. McAneny is an independent director in accordance with the standards promulgated by the NYSE.

The HFF Board has carefully considered its leadership structure and believes at this time that HFF and its stockholders are best served by having Mr. Gibson and Mr. Thornton serve as Vice Chairmen of the HFF Board

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and Ms. McAneny serve as lead independent director of the HFF Board because of the leadership, direction and independent oversight this structure gives the HFF Board and both HFF’s and the Operating Partnerships’ management. Because Messrs. Gibson and Thornton are heavily involved in the day-to-day operations of HFF and the Operating Partnerships, the HFF Board believes that this structure promotes a clearer focus for the execution of HFF’s and the Operating Partnerships’ strategic initiatives and business plans, all of which are approved by the HFF Board. Moreover, the HFF Board believes that its other structural features, including the designation of a lead independent director, a majority of independent directors, regular meetings of the non-management directors in executive session and key committees consisting wholly of independent, provide substantial independent oversight of HFF’s and the Operating Partnerships’ management. However, the HFF Board recognizes that, depending on future circumstances, other leadership models may become more appropriate. Accordingly, the HFF Board will continue to periodically review its leadership structure.

Committees of the HFF Board . The HFF Board has established three standing committees. The following table describes the current members of each of the committees and the number of meetings held during fiscal year 2018:

HFF Audit Committee —The HFF Audit Committee is responsible for, among other things, directly appointing, retaining, evaluating, compensating and terminating HFF’s independent, registered public accounting firm; discussing with HFF’s independent, registered public accounting firm their independence from management; reviewing with HFF’s independent, registered public accounting firm the scope and results of their audit; pre-approving all audit and permissible non-audit services to be performed by the independent, registered public accounting firm; overseeing the financial reporting process and discussing with management and HFF’s independent, registered public accounting firm the interim and annual financial statements that HFF files with the Securities and Exchange Commission (the “ SEC ”); and reviewing and monitoring HFF’s accounting principles, policies and financial and accounting controls. The HFF Board has adopted a written charter for the HFF Audit Committee, which is publicly available at www.hfflp.com on the “Investor Relations” page. The HFF Board has determined that each of Messrs. Miles, Wheeler and O’Brien and Ms. McGalla is independent under the listing standards promulgated by the NYSE and as that term is used in Section 10A(m)(3) of the Exchange Act. The HFF Board has determined that Mr. Miles qualifies as an Audit Committee “financial expert” as that term is defined by applicable securities laws and SEC regulations and has designated him as the HFF Audit Committee’s financial expert.

HFF Compensation Committee —The HFF Compensation Committee is responsible for, among other things, reviewing and recommending director compensation policies to the HFF Board; making recommendations, at least annually, to the HFF Board regarding HFF’s policies relating to the amounts and terms of all compensation of HFF’s executive officers; and administering and discharging the authority of the HFF Board with respect to HFF’s equity plans. For further information regarding the HFF Compensation Committee’s processes and procedures for the consideration of executive compensation, refer to the discussion under the heading

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