Newton Investment Management

Newton Investment Management Limited (“NIM”) was first incorporated on 6 June 1978 with Reed Stenhouse, a Scottish insurance broker. Following a number of acquisitions NIM became a subsidiary of the Bank of New York Mellon (“BNY” or the Bank”) on July 23rd, 1998. The Firm is located in London and authorized and regulated in the United Kingdom by the Financial Conduct Authority (“FCA”) and has both U.S. and non-U.S. clients. On August 27 1992 Newton Investment Management (North America) Limited , an affiliate of the Firm, became registered in the United States with the Securities and Exchange Commission (“SEC”) as an investment adviser. On December 31st 2019, Newton North America Limited transferred its entire investment advisory business to NIM and NIM succeeded its registration status as an investment adviser with the SEC. Please note that this registration does not imply a particular level of skill or training on the part of the Firm. NIM also has been approved by the Commissione Nazionale per le Società e la Borsa, Italy’s national securities regulator.to carry out vis-à-vis per se professional clients ("Clients") the investment service of Portfolio Management (the "Service”) provided under Annex l, section A of Directive 2O14l65lEU ('MiFID ll") and Article 1, paragraph 5, letter(s) d) of the Italian Legislative Decree No. 58 of 24 February 1998 ("Italian Financial Act"). BNY Investments Newton is the global marketing name of the Firm and its affiliate US registered investment adviser, Newton Investment Management North America LLC (“NIMNA”). NIMNA was established in 2021 and incorporates the equity and multi-asset teams from an affiliate, Mellon Investments Corporation Both firms individually or collectively provide investment advisory services under the trading names, BNY Investments Newton, Newton or Newton Investment Management and all form part of BNY Investments, the Investments business of BNY.1. Unless otherwise stated, the information within this Form ADV is limited to the UK firm, Newton Investment Management Limited.

ADVISORY BUSINESS The Firm is an investment adviser registered with the SEC pursuant to the Investment Advisers Act of 1940. The Firm provides investment advisory services to institutional clients including U.S. and non-U.S. clients. In providing advisory services to non-U.S. clients, we are subject to additional non-U.S. regulation in the United Kingdom and currently rely on certain exemptions from registration in Canada and Australia. We provide discretionary and non-discretionary investment advisory services to institutional investors in the form of separate accounts, act as sub-adviser to registered investment companies, UCITS funds, private funds, and other commingled vehicles, including collective investment funds that are offered or maintained by BNY and its affiliates, and to other investment advisers through sub-advisory agreements. For separate accounts, we offer investment advisory services tailored to meet clients’ individual investment goals. We work with clients to create investment guidelines mutually acceptable to the client and the Firm. When creating investment guidelines, clients are able to impose investment restrictions on certain individual securities or types of securities. Clients who impose investment restrictions are advised that such restrictions can limit our ability to employ a particular strategy and can potentially result in investment performance that differs from the intended strategy and from other accounts that have not imposed such restrictions. The strategies in which we may invest client assets are described in Item 8 and the fees we receive for managing such strategies are described in Items 5 and 6.

Some BNY Investments staff provide services to the Firm and can also act as officers of one or more of the Firm’s affiliates (“dual officers”). If consistent with a client’s investment objectives and otherwise suitable, we invest client assets in collective investment funds for which the Bank, an affiliated New York chartered bank serves as trustee and account custodian. We also manage assets of collective investment funds as a sub-adviser appointed by the Bank. The collective investment funds are further described in Schedule A(s) of the applicable collective investment fund plan documents, 1 Newton Investment Management Japan Limited formally ceased trading on 30th November 2025

which are available upon request. Please also see Item 10 for more information on affiliated service provider and Dual Officer arrangements (Affiliated Service Providers and Dual Officers).

MANAGED ACCOUNT/WRAP FEE PROGRAMS NIM also engages with other advisors or wrap fee program sponsors (“Sponsors”) to provide investment recommendations under these arrangements, the Sponsor then delegates responsibility for investment recommendations to us and the primary manager retains ultimate decision-making responsibility for determining which securities are to be purchased or sold for client accounts and for implementation of such decisions. We do not act as a program Sponsor, nor do we conduct physical trading for any of these programs. We receive a fee for the services provided. Our relationships with Sponsors have the potential to create certain conflicts of interest for the Sponsors and for us. We provide investment advisory services to certain affiliated Sponsors, including BNY Securities Corp and BNY Wealth. If the Sponsor is affiliated with us, the Sponsor may have an incentive to give us access to the account and to direct clients to us, based on the affiliation rather than based on our expertise or performance or the client’s needs. Similarly, in hopes of gaining clients, we may have an incentive to execute brokerage transactions through the Sponsor (whether affiliated or unaffiliated), who in turn may recommend us. Where NIM deals with an affiliate, it must ensure that the client is not materially disadvantaged. To manage this conflict, Newton has a number of policies and procedures in place to perform actions, controls and checks to manage and reduce the risk of the conflict occurring.

OWNERSHIP AND ASSETS UNDER MANAGEMENT Our ownership structure includes: BNY Mellon Corporation, BNY Mellon IHC, LLC, MBC Investments Corporation, BNY Mellon Investment Management (Jersey) Limited, BNY Mellon International Asset Management Group Limited and Newton Management Limited. Newton Management Limited owns 100% of the Firm. As of December 31st, 2025, the Firm had total assets under management of $42,388,859,396. This figure comprised of: $ 42,339,190,758 managed on a discretionary basis; $ 49,668,638 managed on a non-discretionary basis.

CLASS ACTIONS Class Actions; Litigation: It is our policy that we do not advise, initiate or take any other action on behalf of clients relating to securities held in the client’s account managed by us in any legal proceeding (including, without limitation, class actions, class action settlements and bankruptcies). The Firm does not file proofs of claims relating to securities held in the client’s account and does not notify the client or the client’s custodian of class action settlements or bankruptcies relating in any way to such account. Typically, custodians submit filings in connection with class action settlements and handle bankruptcy filings. Each client should consult with its custodian and other service providers to ensure such coverage.

We provide investment advisory separate account services for a fee. This fee is typically charged as a percentage of assets under our management. Although this fee is typically expressed as an annual percentage, it is calculated quarterly based on closing net assets at each quarter end. We calculate each quarter as 90 days divided by 360 days but can adjust to the exact number of days where there are large investments, disinvestments, terminations or new fees in the period. A client’s investment advisory agreement in most instances provides that the client will incur fees and expenses in addition to our advisory fees such as custody, brokerage and other transaction costs, administrative and other expenses. Examples of other costs and expenses include mark-ups, mark-downs and other amounts included in the price of a security, odd-lot differentials, transfer taxes, wire transfer fees and electronic fund fees. Clients are encouraged to carefully review their investment advisory agreements with us for further information on how we report on the effect of costs and charges, and how we charge and collect fees. Please see Item 12 of this Brochure for more information on our brokerage practices. We reserve the right, at our sole discretion, to negotiate or modify (either up or down) the fee schedule(s) below for any client due to a variety of factors, including but not limited to the level of reporting and administrative operations required to service an account; the investment strategy or style; the number of portfolios or accounts involved; and/or the number and types of services provided to the client. Because our fees are negotiable, the fee paid by any client or group of clients in many instances differs from the fees set out in our standard fee schedule(s) set forth below. The Firm’s standard fees are as follows: Institutional separate account – Concentrated global equity, global equity income, sustainable global equity income and international equity income strategies

0.650% per annum on the first $100m

0.50% per annum on the next $150m

0.40% per annum thereafter

Institutional separate account – Global equity, sustainable global equity, international equity, sustainable international equity, sustainable US equity, future food, future life and future earth strategies

0.60% per annum on the first $100m

0.50% per annum on the next $150m

0.40% per annum thereafter

Institutional separate account – Global emerging market equity and sustainable global emerging market equity strategies

0.75% per annum on the first $100m

0.60% per annum on the next $150m

0.50% per annum thereafter

Institutional separate account – Global bond strategy

0.28% per annum on the first $100m

0.20% per annum on the next $150m

0.15% per annum thereafter

Institutional separate account – Global dynamic bond, sustainable global dynamic bond and global dynamic bond income strategies

0.35% per annum on the first $100m

0.30% per annum on the next $150m

0.20% per annum thereafter

Institutional separate account – Global real return and sustainable global real return strategies

Stepped fee rate

0.75% below $65m

0.65% (on all assets) when AUM is between $65m to $130m

0.60% (on all assets) when AUM is between $130m to $260m

0.55% (on all assets) when AUM is between $260m to $390m

0.50% (on all assets) when AUM is in excess of $390m

Please note: Global real return separate accounts are subject to a minimum level of assets under management (“AUM”), details of which are available upon request. Where suitable and otherwise appropriate, we invest client assets in pooled investment vehicles that could be managed by us, an affiliate or an external party, (such as exchange traded funds, funds of funds, unit trusts etc.) that themselves charge advisory fees and operational expenses such as transfer agent, distribution, shareholder servicing, networking, and recordkeeping fees. If a client is invested in any such pooled investment vehicle, you will indirectly assume these fees and expenses and, as a result, you will pay higher expenses than if you invested directly in the securities held by the pooled investment vehicle. A majority of our fees are based on valuations provided by clients’ custodians or pooled investment vehicles’ administrators. Generally, we do not price securities or other assets for purposes of determining fees. From time to time, however, and only to the extent permitted by applicable law (including ERISA), we or one of our affiliates are called upon either to value, or to participate in the valuation process concerning, securities held in client accounts or pooled investment vehicles that we advise, generally only to the extent that market price for the security is not readily available, or where we or our affiliate have reason to believe that the market price is unreliable. We have a conflict of interest in situations where we are involved in the determination of the valuation of an investment because we can benefit by receiving a fee based on the impact, if any, of the increased value of assets in the account. We mitigate any such conflict by requiring, to the extent practicable, pricing from an independent third-party pricing vendor. If vendor pricing is unavailable, we then look to other observable inputs for the valuations including broker-dealers, index providers, and, if applicable, fair value pricing committees of affiliated mutual fund entities. In the event that a vendor price or other observable inputs are unavailable or deemed unreliable, we have established a Pricing and Valuation Oversight Group to make a reasonable determination of a security’s fair value. Sub-Advisory Fees The Firm also serves as adviser or sub-adviser to investment companies, managed accounts, pooled investment vehicles or other entities or investment vehicles that are unaffiliated with the Firm. We also act as a sub-adviser to certain BNY Mellon Investment Adviser (“BNYIA), Inc. funds or other affiliates’ funds. For these investment advisory and/or subadvisory services, the Firm receives compensation based upon a percentage of assets under management.

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Newton’s multidimensional research capabilities integrate a variety of investment inputs including but not limited to, micro & macro themes, fundamental equity, macroeconomic insights, geopolitical, regional, quantitative, and investigative research. Our global research team includes fundamental equity, quantitative equity, quantitative multi-asset, specialist research, and credit. Our team also includes a responsible investment group with dedicated subject-matter experts. Our multidimensional research approach allows investment team members to exploit an unusually wide and innovative range of inputs in their idea generation, and it shapes the creation and management of our strategies too that help navigate the fast-changing market environment. Some investment strategies will use themes as a framework allowing a longer-term perspective that could help to navigate headwinds and tailwinds. The aim of the platform is to bring together specialist research analysts, dedicated credit research analysts, multi-asset analysts and, fundamental equity research analysts and portfolio managers working as one team to deliver for clients.

ESG CONSIDERATIONS Our multidimensional research approach also considers, in addition to the inputs discussed above, environmental, social and governance (“ESG”) topics where these may be material to the value of an issuer or instrument. Any consideration of material environmental, social and governance (ESG) topics into our strategies is not done to seek collateral environmental or societal benefits for their own sake. We seek to consider ESG risks and opportunities (where appropriate and relevant) on the basis that the understanding of the materiality of these issues will help us better identify and assess risk adjusted returns over the investment horizon. Portfolio managers can choose to buy a security where there are ESG risks if they believe the portfolio will be compensated for taking this risk from a financial perspective.

INVESTMENT PROCESS FOR EQUITIES The Newton Group has developed a fundamental equity research framework that rewrites classifications into clusters that we call “Pods”. This approach is designed to group companies with similar characteristics at similar points in their development cycles. Starting with the interest-sensitive/stable pod, there are (typically) increasing idiosyncratic opportunities as we move through the true cyclical, growth cyclical, secular and research and development pods, i.e., the investment opportunities become more stock-specific rather than driven by broader market or macro conditions. The grouping process combines both quantitative and fundamental elements. The approach applied by Research Analysts is very much one of identifying the best ideas rather than blanket coverage. Each equity in their assigned universe is a potential investment; they are not required to analyze each equity. The research team and the portfolio managers prioritize where to allocate time required for deep, rigorous research on the best ideas, output is driven by how key inputs can influence the valuation of a company’s prospects.

The aim is to facilitate a truly transparent opportunity set which portfolio managers can interrogate to view current recommendations, identify the relevant research analyst and communicate in an informed and efficient manner. The research output from our global research team is supplemented and prioritized by our portfolio managers. The interaction between professionals in research and portfolio management roles is critical to achieving the optimum output from our research. Both research analysts and portfolio managers are involved in the research process with a high degree of engagement between them especially at a regional level, portfolio managers can be involved in a supporting, and sometimes equal, role to assist with coverage of smaller companies and/or regions. Portfolio managers have available the same research tools as analysts when approaching stock research. As part of the research and security selection process, portfolio manager engagement directly with companies is important to help discuss directly key issues and make subsequent investment judgments. Portfolio construction: Our portfolio construction process is designed to enable our portfolios to deliver consistent long-term performance. The portfolio manager draws upon the output of our global research team and conducts their own research to ensure that the portfolio is composed of securities in which we have strong conviction. Portfolios are constructed holistically, with portfolio managers, who have ultimate responsibility for every position within the portfolio, carefully considering risk, making qualitative judgments on the impact of new positions, exiting from current positions or exiting due to market conditions would have on the overall impact on the portfolio. Positioning: In our equity portfolios, the most important aspect of portfolio construction is stock selection as bottom-up decisions drive, to a large extent, a portfolio’s allocation to countries, sectors, and currencies. When purchasing a stock, the potential upside is evaluated by the global research and/or the portfolio management team. The valuation and risk assessment is made with a multi-year investment horizon. Stocks are monitored on an ongoing basis, with the research analysts and portfolio managers continually assessing the implications of movements in the markets, the news or any developments affecting the holdings. The information gathered from these reviews culminates in a decision to take profits or to increase, reduce or sell out of a position entirely. As active managers, we seek to steer our clients’ investments away from risks which we believe threaten the fulfilment of their objectives. Investment risk: We conduct management of investment risk within the investment process rather than solely through quantitative controls. Our portfolio managers are at the forefront of risk awareness and risk management who actively monitor risk and return on a daily basis and participate in the processes of idea generation, sharing, evaluation and implementation in portfolios. Interaction is key to this process. To avoid unintended risks, the following key groups are involved in monitoring portfolios to ensure that any risk taken is deliberate, intentional and has what we believe to be a commensurate expected return:

The BNY Investments investment risk team (IRT) is part of the investment risk oversight process for Newton's portfolios and provides information to the investment risk oversight group and senior management on portfolio construction and risk profiles. The IRT produces comparative and independent analyses of portfolios.

Key groups involved in monitoring risk as a “quality control” activity with the objective of protecting the interests of our clients. These groups are the investment risk team (“IRT”, reporting to head of investment risk for BNY Investments, independent of portfolio management), and the Investment Risk and Performance Oversight Group (IRPOG) which meets monthly and comprises of investment risk and performance teams and Newton’s CRO). IRPOG is the primary forum to review risk and performance analysis, discuss any identified risks inherent in each portfolio, and to escalate risk concerns to Newton CRO, Newton Investment Leadership, and BNY Investments head of risk and performance oversight. The members of IRT have delegated responsibility for investment risk management and can escalate risk concerns as needed. This helps to ensure that the manager takes only intended and appropriate risks in accordance with each client's objectives or the strategies aims. The independent analysis also ensures that house views are being adequately and appropriately expressed in portfolios. The IRT supports BNY Investments’ head of performance and risk by providing information on portfolio construction and risk profiles. The IRT produces comparative and independent analyses of portfolios.

The performance measurement team is involved in analyzing performance and attribution; this analysis is fed back to the IRT, providing useful information on sources of return and risk.

Our portfolios are constructed as holistic seamless portfolios, with the risk and return qualities of the combination of holdings explicitly understood.

INVESTMENT PROCESS FOR FIXED INCOME The investment process for fixed income starts with global themes that characterize Newton’s investment philosophy. Global themes representing key forces of observable change provide a long-term orientation to our fixed income strategies and a stimulus for debate and research, thereby also steering both our ‘top-down’ view of the world’s bond and currency markets and our ‘bottom-up’ investment selection process. Themes highlight areas of opportunity as well of those of risk in the global investment landscape. Our themes are supported by a variety of proprietary models that help us determine value and changing economic trends. Themes help us understand the level of economic growth but also whether there will be an increase in inflation and the demand for and supply of bonds. Themes point us in the direction of markets and sectors that should benefit from global trends and individual companies that are better placed to take advantage of the opportunities and threats that our themes help us identify. We can then use models to see how much of this is already priced into markets. We use our models to inform our thinking and not as an automatic buy or sell signal. Where there are discrepancies between our models and the underlying asset, we can often point to a specific theme that is the cause of the distortion. The top-down part of the process is responsible for defining which bond asset class we want to buy, how much interest rate risk we wish to assume, and whether, for example, we want long- or short-dated assets and our overall currency exposure. Having a global approach means that this evaluation enables us to spot the differences between countries. For example, we could conclude a chance of rising inflation and higher central bank rates in one country and not another. We can therefore invest in one government bond market where we expect low inflation and low interest rates to prevail, and perhaps take a short position in the government bonds of another country in which we expect higher inflation and interest rates, by selling bond futures or buying put options on bond futures. Stronger economic growth is usually supportive of credit and risk assets such as high yield and emerging markets. We aim to exploit the phases of the economic cycle by shifting towards these assets during periods of rising economic growth and back towards government bonds when recessions are likely. Alternatively, we can have a balance between the markets when the direction for economic growth is unclear. Finally, the level of economic growth and the level of interest rates can determine the value of currencies. Using our top-down process we can define a currency overlay that suits our understanding of the direction and make-up of the global economy. The currency exposure of the strategy can also be used to dampen the overall level of risk we are taking especially if we are entering a period of uncertainty. A combination of themes and models helps us in our ‘bottom-up’ bond and sector selection and also provides an understanding of value at the top level, Themes point us in the direction of markets and sectors that should benefit from global trends and individual companies that are better placed to take advantage of the opportunities and threats that our themes help us identify. Using regression analysis, we filter the global universe to help identify value. These two initial stages result in a more manageable universe of bonds. The credit analysts in consultation with the equity research and responsible investment team carry out detailed company and bond selection. This process incorporates fundamental analysis of the issuer and

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We provide investment advisory services to a wide variety of institutional clients, including U.S. registered investment companies, collective investment funds offered and maintained by the Bank or its affiliates, corporate pension and profit sharing plans, Taft-Hartley plans, Voluntary Employee Beneficiary Associations (“VEBAs”), public plans, trusts, charitable institutions, foundations, endowments, insurance groups, municipalities, family office entities, and sovereign funds as well as other U.S. and international institutions and other non-US regulated funds.

ACCOUNT REQUIREMENTS We require clients to execute a written investment management agreement with us which grants us authority to manage their assets. Separate accounts are subject to minimum account sizes which vary depending on the strategy, but also on the complexity of the mandate, therefore each opportunity is assessed on a case-by-case basis; such accounts also be subject to minimum annual fees; see Item 5 for more information. Although these are the minimum stated account sizes, from time to time we accept smaller accounts depending on the nature of the client and prospective incremental funding rates or where a relationship currently exists with the client. The Firm reserves the right to waive the minimum account size and negotiate fee rates at its sole discretion.

We have entered into performance-based fee arrangements with institutional clients investing in both separate accounts and pooled investment vehicles. Most of these arrangements provide for an asset-based management fee, based on the market value of the account at specified quarter ends, together with a performance fee based on the portfolio’s gross or net return in excess of a specified benchmark during a designated period of time. The performance-based bonus element is based typically (but not always) on the portfolio return relative to a market or index return. Performance-based fees are negotiated with each client and the terms vary. For more detailed information on how performance fees are calculated, clients should refer to their investment advisory agreement. The Firm has experience in managing portfolios with both performance-based fees and non-performance-based fee arrangements, against the MSCI and FTSE indices, as well as peer-group universes, fixed-weight geographic benchmarks and cash-plus benchmarks. Concentrated global equity, emerging market equity and sustainable emerging market equity strategies performancebased pricing is available upon request. Typically all other equity and multi-asset relative return strategies offer the following performance based fees: Base Fee:

0.25% per annum on the first $100m

0.20% per annum thereafter

plus 20% performance bonus

The base fee is payable regardless of performance and is subject to a minimum fee of $125,000 per annum ($250,000 per annum for the global equity income strategy). The performance bonus is calculated on individual 12-month performance periods as 20% of the monetary value of the outperformance of the benchmark payable in equal instalments over four years. There is an equal and opposite calculation for underperformance which is then offset against any past or future performance bonuses due. Global real return strategy and sustainable global real return strategy (offered on assets greater than $65m) Base Stepped Fee:

0.65% (on all assets) when AUM is between $65m to $130m

0.60% (on all assets) when AUM is between $130m to $260m

0.55% (on all assets) when AUM is between $260m to $390m

0.50% (on all assets) when AUM is in excess of $390m

For the first 2 years, the base fee is charged. From 2 1/4 years onwards, the quarterly fee is calculated based upon since inception performance versus the Sterling Overnight Index Average (“SONIA”) (or successor) in a linear manner. The quarterly fee will be in the range of 50% to 150% of base fee and is calculated on a pro rata basis as follows: every 1% over SONIA earns another 12.5% of the base fee and an equal and opposite calculation is used for every 1% under SONIA. For example, actual performance of:

SONIA +4% per annum equals 100% of stepped base fee rate

SONIA +8% per annum equals 150% of stepped base fee rate and

SONIA +0% per annum equals 50% of stepped base fee rate

Global dynamic bond strategy / sustainable global dynamic bond strategy Base Ad Valorem (AV) fee: 0.35% pa For the first 2 years, the base fee is charged. From 2 1/4 years onwards, the quarterly fee is calculated based upon since inception performance versus SONIA (or successor) in a linear manner. The quarterly fee will be in the range of 50% to 150% of base fee and is calculated on a pro rata basis as follows: every 1% over SONIA earns another 25% of the base fee and an equal and opposite calculation is used for every 1% under SONIA. For example, actual performance of:

SONIA +2% per annum equals 100% of base ad valorem rate

SONIA +4% per annum equals 150% of base ad valorem rate and

SONIA +0% per annum equals 50% of the base ad valorem rate

Global dynamic bond income strategy / sustainable global dynamic bond income strategy Base Ad Valorem (AV) fee: 0.35% pa For the first 2 years, the base fee is charged. From 2 1/4 years onwards, the quarterly fee is calculated based upon since inception performance versus SONIA (or successor) in a linear manner. The quarterly fee will be in the range of 50% to 150% of base fee and is calculated on a pro rata basis as follows: every 1% over SONIA earns another 18.75% of the base fee and an equal and opposite calculation is used for every 1% under SONIA. For example, actual performance of:

SONIA +3% per annum equals 100% of base ad valorem rate

SONIA +6% per annum equals 150% of base ad valorem rate and

SONIA+0% per annum equals 50% of the base ad valorem rate

Global bond strategy (assets greater than $50m) Base Fee:

0.10% per annum on all assets

plus 20% performance bonus

The base fee is payable regardless of performance and is subject to a minimum fee of $50,000 per annum. The performance bonus is calculated on individual 12-month performance periods as 20% of the monetary value of the outperformance of the benchmark payable in equal instalments over four years. There is an equal and opposite calculation for underperformance which is then offset against any past or future performance bonuses due.

SIDE-BY-SIDE MANAGEMENT “Side-by-side management” refers to the Firm’s simultaneous management of multiple types of client accounts/investment products. For example, we manage numerous accounts at the same time including separate accounts and pooled investment vehicles. These clients have a variety of investment objectives, policies, strategies, limitations and restrictions. Our affiliates likewise manage a variety of separate accounts, managed accounts, and pooled investment vehicles. Side-by-side management gives rise to a variety of potential and actual conflicts of interest for us, our staff, supervised persons and our clients. Below we discuss the conflicts that we and our staff and supervised persons face when engaging in side-by-side management and the steps we take to mitigate them. Note that certain BNY Investments staff are also officers (“dual officers”) or provide services to one or more of our BNY Investment affiliates (Please see Item 10 for more information on our affiliated services arrangements). When we and our affiliates concurrently manage client accounts/ investment products, provide services, and particularly where dual officers are involved, this presents the same conflicts described below.

CONFLICTS OF INTEREST RELATING TO SIDE-BY-SIDE MANAGEMENT OF DISCRETIONARY AND NON-DISCRETIONARY ACCOUNTS As mentioned above, we and our affiliates manage numerous accounts at the same time, including separate accounts and pooled investment vehicles. Our clients and investors in our pooled vehicles have a variety of investment objectives, policies, strategies, limitations and restrictions. The side-by-side management of these accounts can raise potential conflicts of interest relating to the allocation of investment opportunities and the aggregation and allocation of trades. Moreover, while the portfolio managers generally only manage accounts with similar investment strategies, it is possible, due to varying investment restrictions among accounts, or for other reasons, that certain investments could be made for some accounts and not others. In limited circumstances, we provide third parties with non-discretionary advisory services referencing the same model portfolio used to manage certain discretionary clients’ accounts. In those cases where we are implementing the model results for only a portion of the assets affected (for example, the portion of the assets over which we have discretionary authority) and therefore cannot apply our internal trade allocation procedures to all of the assets to be affected, we will, where appropriate (i) use reasonable efforts to agree on procedures with such non-discretionary clients designed to prevent one group of clients from receiving preferential trading treatment over another group; or (ii) determine that, given the nature of the assets to be traded or the market on which they are traded, no client would likely be adversely affected if such procedures are not established. To address these conflicts of interest, we manage our accounts consistent with applicable laws, and we follow policies and procedures that are reasonably designed to treat our clients fairly, that clients have equal access to investment opportunities, and to prevent any client or group of clients from being systematically favored or disadvantaged. For

example, we have Trade Allocation Policies and Procedures which are designed and implemented to ensure that all clients are treated fairly and equally, and to prevent any such conflicts from influencing the allocation of investment opportunities among clients. Please see Item 12 for an explanation of our Trade Allocation Policies and Procedures.

CONFLICTS OF INTEREST RELATING TO PERFORMANCE BASED FEES WHEN ENGAGING IN SIDE-BY-SIDE MANAGEMENT We and our affiliates manage accounts that are charged a performance-based fee. We also manage accounts that only are charged for example, a flat asset-based fee. These different arrangements present a conflict of interest because we have a financial incentive to favor accounts with performance-based fees because we (and our employees and supervised persons) have an opportunity to earn greater fees in connection with our management of such accounts as compared to client accounts without performance-based fees. Such fee arrangements can also create an incentive to favor higher fee-paying accounts over other accounts with regard to the allocation of trades or investment opportunities. We mitigate these conflicts by performing portfolio reviews and by ensuring that trades are allocated on a fair and equitable basis across all accounts in a strategy, subject to legal, accounting, or other factors, such as cash availability for the investment. In addition, the investment performance on specific accounts is not the sole factor in determining the portfolio manager’s compensation, thereby reducing the incentive to favor performance of fee-paying accounts in their allocations and investment decisions.

CONFLICTS OF INTEREST RELATING TO ACCOUNTS WITH DIFFERENT STRATEGIES We are a long-only manager and, generally, do not utilise short selling in order to realise profits. The distribution of investment ideas from research analysts is separate from the duties of portfolio management. We have implemented appropriate controls for the dissemination of new research recommendations to ensure fair opportunity to participate in investment ideas. We have in place trade allocation and aggregation policies, which are implemented by the trading team which has duties that are segregated from the investment management team. As a result, we do not believe any material conflicts arise in connection with our management of accounts with different strategies.

CONFLICTS OF INTEREST RELATING TO THE MANAGEMENT OF MULTIPLE CLIENT ACCOUNTS We, and our affiliates, perform investment advisory services for various clients. In many instances we may give advice and take actions in the performance of our duties with respect to certain of our clients which differs from the advice given, or the timing or nature of action taken, with respect to other clients or by our affiliates on behalf of their clients. We have no obligation to purchase or sell for a client any security or other property which we purchase or sell for the account of any other client if we believe it is undesirable or impractical to take such action.

CONFLICTS OF INTEREST AFFILIATED ACCOUNTS

RELATING

TO

INVESTMENT

IN

To the extent permissible under applicable law, we, from time to time, invest some or all of the temporary investments of client accounts in money market mutual funds advised or managed by affiliates. In addition, and where we are permitted under the applicable Investment Management Agreement, we can invest client accounts in other affiliated pooled vehicles. We are presented with conflicts of interest when we allocate investments to these affiliated vehicles because any such allocation can generate additional fees for us or our affiliates. To ensure that client assets are not allocated on the basis of fee generation, we review available investment options to ensure that clients receive best execution and that investments are in the best interests of all clients.

CONFLICTS OF INTEREST RELATING TO PROPRIETARY ACCOUNTS We, our affiliates, and current employees from time to time invest in products managed by Newton and we or our related persons from time to time will establish “seeded” funds or accounts for the purpose of developing new investment strategies and products (collectively, “proprietary accounts”). Investments by Newton, our affiliates, or our employees in any such proprietary accounts creates conflicts of interest because they create an incentive for Newton to favor these proprietary accounts by, for example, directing our best investment ideas to these accounts or allocating, aggregating or sequencing trades in of such accounts, to the disadvantage of other accounts or to dedicate more time and attention to give them better execution and brokerage commissions than our other client accounts. To mitigate this risk, these accounts are treated the same as all other client accounts. For further information on employees personal account dealing and controls in place, please see Item 11. Code of Ethics, participation or interest in client transactions and personal trading and Item 12 for an explanation of our Brokerage practices and Trade Allocation Policies and Procedures.

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BNY Investments Newton is the global marketing name of the Firm and its affiliate US registered investment adviser, Newton Investment Management North America LLC (“NIMNA”). NIMNA was established in 2021 and incorporates the equity and multi-asset teams from an affiliate, Mellon Investments Corporation Both firms individually or collectively provide investment advisory services under the trading names, BNY Investments Newton, Newton or Newton Investment Management and all form part of BNY Investments, the Investments business of BNY. NIMNA LLC and other affiliates of the BNY group, provide a number of different services to the Firm. NIM also acts as a participating affiliate in respect of providing certain investment management related services to NIMNA

BNY IS A GLOBAL FINANCIAL SERVICES COMPANY BNY is a global financial services company providing a comprehensive array of financial services (including asset management, wealth management, asset servicing, clearing and execution services, issuer services and treasury services) through a world-wide client focused team that enables institutions and individuals to manage and service their financial assets. BNY Investments and Wealth is the umbrella designation for BNY’s affiliated investment management firms, wealth management business, and global distribution companies and is responsible, through various subsidiaries, for U.S. and non-U.S. retail, intermediary and institutional distribution of investment management and related services. BNY EMEA Holdings Service Co, is an unregulated UK entity, which provides different services and personnel to the Firm and its affiliates under the BNY Investments and Wealth umbrella. We enter into transactions with unaffiliated counterparties or third party service providers who can be using affiliates of ours to execute such transactions. Additionally, when we effect transactions in American Depositary Receipts (“ADRs”) or other securities, the involved issuers or their service providers could be using affiliates for support services. Services provided by our affiliates to such unaffiliated counterparties, third party service providers and/or issuers include, for example, clearance of trades, purchases or sales of securities, serving as depositary bank to issuers of ADRs, providing foreign exchange services in connection with dividends and other distributions from foreign issuers to owners of ADRs, or other transactions not contemplated by us. Although one of our affiliates receives compensation for engaging in these transactions and/or providing services, the decision to use or not use an affiliate of ours is made by the unaffiliated counterparty, third party service provider or issuer. Further, we will likely be unaware that the affiliate is being used to enter into such transaction or service. BNY and/or its other affiliates gather data from us about our business operations, including information about holdings within client portfolios, which is required for regulatory filings to be made by us, BNY or other affiliates (e.g., reporting beneficial ownership of equity securities) or for other compliance, financial, legal or risk management purposes, pursuant to policies and procedures of the Firm, BNY or other affiliates. This data is deemed confidential and procedures are followed to ensure that any information is utilized solely for the purposes intended.

BNY STATUS AS A BANK HOLDING COMPANY BNY and its direct and indirect subsidiaries, including the Firm, are subject to (1) certain U.S. banking laws, including the Bank Holding Company Act of 1956, as amended (the “BHCA”), (2) regulation and supervision by the Board of Governors of the Federal Reserve System (the “Federal Reserve”) and (3) the provisions of, and regulations under, the Dodd-Frank Wall Street Reform and Consumer Protection Act (the “Dodd-Frank Act”). The BHCA, the Dodd-Frank Act, other applicable banking laws and the regulatory agencies, including the Federal Reserve, that interpret and administer these laws, may restrict (1) the transactions and relationships among BNY, its affiliates (including us) and our clients, and (2) our investments, transactions and operations. For example, the BHCA regulations applicable to BNY and us can restrict our ability to make certain investments or the size of certain investments, impose a maximum holding period

on some or all of our investments, and restrict our ability to participate in the management and operations of the companies in which we invest. In addition, certain BHCA regulations can require aggregation of the positions owned, held or controlled by related entities. Thus, in certain circumstances, positions held by BNY and its affiliates (including us) for client and proprietary accounts may need to be aggregated and may be subject to a limitation on the amount of a position that may be held. Any such limitations can have an adverse effect on our ability to manage client investment portfolios. For example, depending on the percentage of a company we and our affiliates (in the aggregate) control at any given time, the limits may: (1) restrict our ability to invest in that company for certain clients or (2) require us to sell certain client holdings of that company when it may be undesirable to take such action. Additionally, in the future BNY or the Bank, in their sole discretion and without notice, engage in activities affecting us in order to comply with the BHCA, the Dodd-Frank Act or other legal requirements applicable to BNY and its direct and indirect subsidiaries, including us and accounts managed by us and our affiliates.

THE VOLCKER RULE The Dodd-Frank Act includes provisions that have become known as the “Volcker Rule,” which restrict bank holding companies, such as BNY and its subsidiaries (including us) from (i) sponsoring or investing in a private equity fund, hedge fund or otherwise “covered fund”, with the exception, in some instances, of maintaining a de minimis investment, subject to certain other conditions and/or exceptions, (ii) engaging in proprietary trading, and (iii) entering into certain transactions involving affiliated covered funds. The Volcker Rule generally prohibits certain transactions involving an extension of credit or other type of transaction as set forth in applicable regulations between BNY and its affiliates, on the one hand, and “covered funds” managed or sponsored by BNY and/or its affiliates (including us), on the other hand, subject to certain exemptions pursuant to which such extensions of credit are permitted. BNY affiliates provide securities clearance and settlement services to brokerdealers on a global basis. The operational mechanics of the securities clearance and settlement process can result in an incidental or unintended intraday extension of credit between the securities clearance firm and a “covered fund.” As a result, unless an applicable exemption is available, we may be restricted from using a BNY affiliate as custodian or in other capacities for covered funds as well as be restricted in executing transactions for certain funds through brokerdealers that utilize a BNY affiliate as their securities clearance firm. Such restrictions could limit the covered fund’s selection of service providers and prevent us from executing transactions through broker-dealers we would otherwise use in fulfilling our duty to seek best execution. The Volcker Rule was amended in 2020 to include exemptions that permit a broader range of transactions between BNY and its affiliates and relevant covered funds. BNY intends to rely on such exemptions to the extent it deems appropriate.

AFFILIATED PLACEMENT AGENTS We have affiliated “placement agents,” including BNY Mellon Securities Corporation (BNYSC), BNY Mellon Investment Management EMEA Limited, BNY Mellon Asset Management Canada and other BNY entities, who solicit persons to invest in various products, including our separate account products, for which we act as investment manager. We or our affiliates are solely responsible for the payment of these commissions and fees - they will not be borne by our separate account clients. Nonetheless, these financial arrangements present a conflict of interest because they provide a financial incentive to the placement agents and their employees and/or sales representatives to steer investors toward those separate account models that will generate higher commissions and fees. Please see Item 14 for more information on the compensation arrangements related to client referrals. BNY Investments sales and client service personnel acting on behalf of Newton in the United States are registered representatives of our affiliate, BNYSC, a registered investment adviser under the Investment Advisers Act of 1940, as amended, a registered broker-dealer under the Securities Exchange Act of 1934, as amended, and a member of the Financial Industry Regulatory Authority (FINRA). In their capacity as registered representatives of BNYSC, these employees sell and provide services regarding strategies managed by us. There is a financial arrangement in place between the Newton and BNYSC with respect to these services.

AFFILIATED REVENUE SHARE ARRANGEMENTS We have affiliated revenue share agreements in place with other BNY entities. Under such arrangements, these entities solicit persons to invest in various funds for which we provide investment sub-advisory services, separate account strategies and sometimes also provide other administrative services. In certain instances, we enter into revenue sharing arrangements with affiliates where we either receive a portion of the fee, or bill the entire fee to the client and reimburse the affiliate. We or our affiliates are solely responsible for the payment of these fees. They will not be borne by clients or fund investors (directly or indirectly) and come out of our own profits. Please see Item 14 for more information on the compensation arrangements related to client referrals.

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Newton has adopted a Code of Ethics policy that incorporates the following standards:: 1.

BNY Code of Conduct (the “BNY Code”); and

2.

BNY personal securities trading policy (the “PSTP”)

The BNY Code of Conduct sets expectations for business conduct for employees and provides guidance on important legal and ethical issues. In addition, it clarifies the Firm’s responsibilities to clients, suppliers, government officials, competitors and the communities we serve. BNY’s Code of Conduct covers the following key principles: 1.

Respecting Others: We respect human rights and treat employees with fairness, dignity, and respect at work. We are committed to fostering an inclusive workplace where talented people want to stay and develop their careers. Supporting a diverse, engaged workforce allows us to be successful in building trust, empowering teams, serving our clients and outperforming our peers. We give equal employment opportunity to all individuals in compliance with legal requirements and because it’s the right thing to do.

2.

Avoiding Conflicts: We make our business decisions free from conflicting outside influences. Our business decisions are based on our duty to BNY and our clients, and are not driven by any personal interest or gain. We are to remain alert to any and all potential conflicts of interest and ensure that we identify and mitigate or eliminate any such conflicts.

3.

Conducting Business: We secure business based on honest competition in the marketplace which contributes to the success of our company, our clients and our shareholders. We compete while in full compliance with all applicable laws and regulations. We support worldwide efforts to combat financial corruption and financial crime.

4.

Working with Governments: We follow all requirements that apply to doing business with governments. We recognize that practices that may be acceptable when dealing with a private company that is the client may cause problems or be a violation of law when working with a government.

5.

Protecting Company Assets: We ensure all entries made in the company’s books and records are complete and accurate, and comply with established accounting and record-keeping procedures. We maintain confidentiality of all forms of data and information entrusted to us, and prevent the misuse of information belonging to the company or any client.

6.

Supporting Our Communities: We take an active part in our communities around the world, both as individuals and as a company. BNY plays a critical role in the stability and sustainability of the financial system, and that foundation drives our approach to sustainability. We aim to be honest, fair and transparent when we interact with our communities and the public at large. We consider human dignity important, and we work to preserve human rights throughout our operations and value chain. We seek to address climate-related risks and opportunities through an environmental sustainability approach that considers all aspects of our business.

As a global financial institution, BNY and its subsidiaries (the “Company”) are subject to certain laws and/or regulations governing the personal trading of securities. In order to ensure that all employees’ personal investments are conducted in compliance with the applicable rules and regulations and are free from conflicts of interest, the Company has established limitations on personal trading, as reflected in the PTSP. The PSTP sets forth procedures and limitations that govern the personal securities transactions of our employees in accounts held in their own names as well as accounts in which they have indirect ownership. We and our related persons and employees, may, under certain circumstances and consistent with the PSTP, purchase or sell for their own accounts securities that we also recommend to clients.

The PSTP imposes different requirements and limitations on employees based on the nature of their business activities for Newton. Each of our employees is generally classified as one of the following: 1.

Investment employee (“IE”): IE is an employee who, in the normal conduct of his/her job responsibilities, is on the “public side” of the Information Barrier in accordance with BNY Information Barrier Policy and has access (or is likely to be perceived to have access) to non-public information regarding any advisory client’s purchase or sale of securities or non-public information regarding the portfolio holdings of any proprietary fund, is involved in making securities recommendations to advisory clients or has access to such recommendations before they are public.

2.

Access decision maker (“ADM”): Generally, employees are considered to be ADM Employees if they are portfolio managers or research analysts and make or participate in recommendations or decisions regarding the purchase or sale of securities for mutual funds or managed accounts. Portfolio managers of broad-based index funds and traders are not typically classified as ADM Employees.

PSTP overview: 1.

IEs and ADMs are subject to preclearance and personal securities reporting requirements, with respect to discretionary accounts in which they have direct or indirect ownership.

2.

Transaction reporting is not required for non-discretionary accounts, transactions in exempt securities or certain other transactions that are not deemed to present any potential conflicts of interest.

3.

Preclearance is not required for transactions involving certain exempt securities (such as ETFs and open-end investment company securities that are not proprietary funds or money market funds) and short-term instruments, non-financial commodities; transactions in non-discretionary accounts (approved accounts over which the employee has no direct or indirect influence or control over the investment decision-making process); transactions done pursuant to automatic investment plans; and certain other transactions detailed in the PSTP which are either involuntary or deemed not to present any potential conflict of interest.

4.

BNY have a “Control Room” who maintains a “restricted list” of companies whose securities are subject to trading restrictions. This list is used by the Star Compliance system to determine whether or not to grant trading authorization.

5.

The acquisition of any securities in a private placement requires prior written approvals.

6.

With respect to transactions involving BNY securities, all employees are also prohibited from engaging in short sales, purchases on margin, option transactions (other than employee option plans), and short-term trading (i.e., purchasing and selling, or selling and purchasing BNY securities within any 60 calendar day period).

7.

For IEs, and ADMs with respect to non-BNY securities, purchasing and selling, or selling and purchasing the same or equivalent security within 30 calendar days is prohibited, and any profits must be disgorged.

8.

No covered employee should knowingly participate in or facilitate late trading, market timing or any other activity with respect to any fund in violation of applicable law or the provisions of such fund’s disclosure documents.

A copy of the BNY’s Code of Ethics will be provided upon request.

INTEREST IN CLIENT TRANSACTIONS Note that while each of the following types of transactions present conflicts of interest for us, as described below, we manage the Firm’s accounts consistent with all applicable laws, and we follow procedures that are reasonably designed to treat the Firm’s clients fairly and to prevent any client or group of clients from being systematically favored or disadvantaged.

PRINCIPAL TRANSACTIONS “Principal transactions” are generally defined as transactions where an adviser, acting as principal for its own account or the account of an affiliated broker-dealer, buys any security from or sells any security to any client. A principal transaction may also be deemed to have occurred if a security is crossed between an affiliated pooled investment vehicle and another client account. The Firm does not engage in principal transactions with respect to US-based clients.

CROSS TRANSACTIONS From time to time securities to be sold on behalf of a client may be suitable for purchase by another client. In such instances, if we determine in good faith that the transaction is in the best interest of each client, then we will arrange for the securities to be transferred between the client accounts at an independently determined fair market value (a “cross trade”). Cross trades present conflicts of interest, as there is an incentive for us to favor one client to the cross trade over the other. For example, if one client account pays performance fees to us, while the other client account pays only asset-based fees, we would have a financial incentive to favor the performance fee-paying account in the cross-trade. However, note that cross trades are subject to Advisers Act restrictions, and will only be undertaken by us as permitted and in compliance with applicable law. We do not receive fees or commissions when making these trades. Newton does not carry out cross transactions with respect to US-based clients.

TRANSACTIONS IN SAME SECURITIES We do not invest in securities for our own account for our benefit.

INTERESTS IN RECOMMENDED SECURITIES/PRODUCTS The Firm has a fiduciary duty to manage all client accounts in a fair and equitable manner. We strive to provide the best execution of all securities transactions and aggregate and then allocate securities to client accounts in a fair and timely manner. To accomplish this, the Firm has implemented policies and procedures designed to mitigate and manage the potential conflicts of interest that may arise. A description of these policies and procedures is included below. On occasion, we may recommend the purchase or sale of securities that are issued by our parent company, BNY, or underwritten by its affiliate, BNY Mellon Capital Markets, LLC, for client accounts if such recommendation or purchase or sale is in accordance with the client’s guidelines and applicable law. In addition, we or a related person may recommend the purchase of securities in certain non-US public funds (e.g. UCITS funds) which we manage and for which we may serve as sole director or managing member or collective investment funds maintained by the Bank (to which our personnel in their roles as dual officers of the Bank provide administrative and operational services and for which we receive a fee and the Bank may receive a custodial fee for custody services). We, our employees, and our related persons currently invest in certain non-US public funds (e.g. UCITS funds) or collective funds that also include client assets managed by us, and we and such related persons receive proportional returns associated with our investment. Additionally, in many instances we receive an investment management fee in our capacity as investment adviser or sub-adviser and related persons (including affiliated broker-dealers) receive certain amounts associated with placement agent fees, custodial fees, administrative fees, loads, or sales charges.

INVESTMENTS BY RELATED PERSONS AND EMPLOYEES We and our existing and future personnel, our board members, and our affiliates and their employees from time to time invest in products managed by us. We have developed policies and procedures to address any related conflicts of interest created by such investments. We are part of a large diversified financial organization that includes banks and broker-dealers. As a result, it is possible that a related person may, as principal, purchase securities or sell securities for itself that we also recommend to clients. We do permit our employees to invest for their own account within the guidelines and restrictions of the Code of Ethics, as described above. For more information, please see “Interests in Recommended Securities/Products” in this Item 11, and “Dual Officers and Employees” and “Affiliated Underwriters” in Item 10 with regard to purchases of securities in an offering where an affiliate acts as underwriter or a member of the underwriting syndicate.

AGENCY TRANSACTIONS INVOLVING AFFILIATED BROKERS Neither we nor any of our officers or directors, acting as broker or agent, effects securities transactions for compensation for any client. We are part of a large diversified financial organization that includes broker-dealers. As a result, it is

possible that a related person, other than our officers and directors, may, as agent, effect securities transactions for our clients for compensation. Please also see Item 10 and Item 12 for additional information relating to affiliate arrangements and with regard to purchases of securities in an offering where an affiliate acts as underwriter or a member of the underwriting. Please also see Schedule D, Section 7A of our Form ADV Part 1 for a list of broker-dealers which are our affiliates.

FOREIGN EXCHANGE (FX) TRANSACTIONS Newton effects FX transactions through an affiliate if the affiliate has been appointed as custodian by the client. In such transactions, Newton discloses this relationship, the capacity in which we act, and obtains the consent to so act, when the client opens its discretionary account. If at any time a client wishes to revoke its consent to such transactions, it may provide us with written notice and upon receipt of such notice, we will refrain from engaging in any future FX transactions with the affiliate on the client’s behalf. Under no circumstances does Newton receive compensation in relation to such transactions from either the affiliate or the client. Portfolio transaction decisions for its clients are made independently by us and are not based upon the interests of a related person. No client is required by Newton to enter into a relationship with a related person as a condition to the establishment or continuation of an advisory relationship.

Unless specifically directed otherwise by our clients, we have the authority to direct securities transactions on behalf of our clients to broker-dealers we select. Newton maintains a choice of venues and counterparties (approved by the BNY Group) and have full flexibility to select approved trading execution venues on the basis of best execution. Brokerage firms approved as part of this process are subject to an approval and ongoing monitoring process, which includes, but is not limited to, the broker’s creditworthiness and financial stability, a review of the performance of execution services provided by the broker, and the broker’s ability to trade effectively on our clients’ behalf. This list is available on request. The decision as to which brokerage firm or counterparty to use is at the sole discretion of the Newton dealing team and depends on the circumstances of the particular order. Before the dealing team makes a decision, they typically consult the portfolio manager to ascertain the objectives for the order and their preferences in relation to the relative importance of the execution factors, in order that best execution is achieved for its clients. From time to time and consistent with its duty to seek best execution, Newton uses a brokerage firm or counterparty not on the list of approved brokers. Approval must be obtained on a one-off basis before any order is placed.

SOFT DOLLARS Section 28(e) of the Securities Exchange Act of 1934 provides a safe harbor that allows an adviser to use dollars generated from brokerage commissions from client transactions (“soft dollars”) to pay for brokerage and research services provided by broker-dealers or third parties. The term ‘soft dollars’ is commonly understood to refer to arrangements where an investment adviser uses client (or fund) brokerage commissions to pay for research and brokerage services to be used by the investment adviser. Newton does not receive research or other products or services other than execution from a broker-dealer or third party in connection with client securities transactions. Newton’s procures, records, evaluates and pays for externally produced investment research out of its own resources and consequently, the Firm does not receive research or other products or services other than execution from a broker-dealer or third party in connection with client securities transactions.. In certain circumstances, where permitted under UK FCA rules, Newton can receive Fixed Income, Currency and Commodity (FICC) research as a non-monetary benefit and at no cost. Whereas Newton continues to pay for macroeconomic research.

OTHER BROKERAGE PRACTICES - CONFLICTS OF INTEREST The following brokerage practices may lead to an actual or potential conflict of interest when selecting broker-dealers to execute client trades: 1.

receiving client referrals from a broker-dealer;

2.

acting on a client’s direction to use a particular broker-dealer; and

3.

using affiliated broker-dealers.

As a prevention mechanism and as part of Newton’s governance framework, various committees will review potential and identified conflicts of interest on an on-going basis. These committees include the Newton Board Risk Committee, Newton Risk & Compliance Committee and the Firm’s Dealing and Oversight Group.

COMPENSATION FOR CLIENT REFERRALS We do not direct securities transactions to any broker-dealer in exchange for referral of investment management clients.

DIRECTED BROKERAGE Certain advisory clients direct Newton to place specific transactions for its account with a designated broker-dealer. Additionally, a client can instruct us to direct a portion of its commission to a specified broker-dealer. In the event that such direction occurs, we expect to have limited capability to negotiate commission levels or obtain volume discounts and may experience other impediments to achieving best execution. In addition, in meeting the client’s brokerage directive, we may not be able to aggregate these transactions with transactions that we effect for other accounts that we manage and we may delay placing the orders for directed transactions until our orders for other accounts have been completed. As a result, the net price paid or received by the directed account can be different than the price paid or received by our other accounts and therefore we may be unable to achieve the most favorable execution for such directed account. Accordingly, directing brokerage can, in many instances, cost clients more money. We may not carry out directed brokerage arrangements if we feel that we may not receive best execution for all our clients. In the event that a client requests directed brokerage, under the rules of the United Kingdom’s Financial Conduct Authority, Newton’s duty to achieve best execution would only apply with respect to those aspects or parts of an order not covered by the directed brokerage instruction.

TRADE AGGREGATION AND TRADE ALLOCATION Newton places orders for execution across multiple asset classes, including equity, derivatives, fixed income, collective investments and currencies. The Newton trading team places and executes instructions received from portfolio managers. Newton has a dedicated trading team which handles these instructions as follows: 1.

how instructions in the same security and the same direction (i.e. buy or sell) are aggregated; and

2.

how the order proceeds or securities are allocated once an execution has been received.

Newton does not trade on its own account, and Newton does not handle any orders for BNY’s own account. Therefore, client orders are not aggregated with those of Newton or BNY. Typically, instructions for orders received by the Newton trading team are generated by portfolio managers taking decisions to buy or sell securities for client investment portfolios. Portfolios are managed on a side-by-side basis, as multiple investment portfolios with similar investment objectives are managed concurrently; each has the opportunity to participate in investment ideas generated by the same investment process. As a result of this shared investment process, in many cases multiple instructions will be received by the Newton dealing team for the same security in the same direction, either simultaneously or within the same trading day. Aggregating instructions for the same security in the same direction into one order provides the opportunity to benefit from average pricing; however the effect of aggregation may also work to a client’s disadvantage on a particular order. The Newton trading team seeks to minimize the potential for disadvantage to occur overall while ensuring that instructions received are treated in a fair manner. It may not always be possible to fully complete all orders by the close of the trading day in the relevant market, for example due to insufficient liquidity, and this may result in a partial execution. The Newton trading team seeks to ensure that order proceeds and securities for both partial and full executions are allocated to order participants in a fair and equitable manner.

AGGREGATION OF ORDERS Newton uses a material change notification process for equity, equity-like and fixed income instruments. Recognizing that Newton has a team-based approach for the allocation of investment ideas, Newton maintains that materially significant investment decisions should typically be expected to be implemented consistently across all portfolios within

the strategy. Newton defines a material change to any portfolio as a position change of 50 basis points (0.5%) or greater for a portfolio. For all instructions that meet this criterion for any account in a single or aggregated order an immediate notification is created and sent to Newton’s investment team advising them of this change, enabling portfolio managers to join in with the decision, but subsequent trades are subject to Newton’s process for trade aggregation which is the same as that which applies to all other orders.

PROGRAM TRADES If the Newton trading team receives a program trade that contains orders whereby orders in the same security in the same direction have already been received by the dealing team, the dealers will not aggregate these orders with the existing orders, and allow the order to remain in the program trade if and only if the following conditions are met:

The program order is small enough to have no material price impact on the security price in and of itself;

That the program trade is a bona fide construct to minimise portfolio dispersion i.e. is a representative slice of the portfolio and not an investment decision per se;

That the reason for the program trade is different from the existing trade, for reasons including but not limited to: client inflow/outflow, client termination, etc.

Where the trading team receives a program trade that contains orders in securities where the volume of each security to be traded represents a high percentage of the average daily volume (ADV), typically over 20%, the orders will typically be removed from the program trade and be treated as separate orders.

ALLOCATION OF FULLY COMPLETED ORDERS Once an order has been fully completed (fully executed in the market), the proceeds or securities are promptly allocated in full to all order participants. Typically, this occurs within two hours of the order completion or ‘open period’ finishing, if during normal office hours or promptly the following morning if completed outside of normal office hours.

ALLOCATION OF PARTIALLY COMPLETED ORDERS Where it has not been possible to fully complete an order by the close of the trading day in the relevant market, the partial execution is allocated promptly to each order participant (a ‘partial allocation’). Typically, this occurs within two hours of the close of the relevant market if during normal office hours, or promptly the following morning if completed outside of normal office hours. The residual balance of the order is held over for the next trading day. Allocations are made on a pro-rata basis for equities, derivatives, investments in collective investment schemes and currencies. For fixed income, allocations are made on a pro-rata basis unless this would leave a participant with a position, which does not meet the minimum piece size; this is upheld for both buy and sell orders. Where this occurs, the balance forms a ‘residual allocation balance’ which is allocated to an order participant (selected on a random basis) who did meet the minimum piece size based on their pro-rata allocation.

TRADING IN INITIAL PUBLIC OFFERINGS Newton has a written procedure in place for initial public offering (IPO) trading. IPO securities are allocated on a pro rata basis, subject to the above stipulation with respect to minimum trade size for fixed income trades.

TRADE COORDINATION As described in Item 4, the Firm and NIMNA seek to optimize the extent to which each can share between the two firms internally generated investment research and/or research recommendations with a view to enhancing the research and investment opportunities for all portfolios managed by both firms. A trade coordination process is in place to notify the respective trading functions of both Firms when dealing in the same security in the same direction above a pre-agreed combined liquidity threshold. Both Firms work to coordinate execution between them to optimise the market participation of the trades to avoid price impact and ensure fair allocation between both sets of client executions.

TRADE ERRORS Newton’s policy is to put the client in the position it would have been had the error not occurred. Newton applies zero threshold to errors and therefore captures all identified errors and near misses irrespective of the size of the potential gain or loss. In calculating any potential compensation all relevant factors will be considered. If the error results in a loss to the client, the client shall be compensated for such loss. In determining the amount of loss, Newton works with the client to determine an appropriate method of calculation considering circumstances surrounding the error. If the error gives rise to an absolute profit, the client shall retain the profit. If the error gives rise to both a profit and a loss, Newton in most instances aggregates the profit and the loss and only compensates the client the net amount of any such profit or loss. If a trade is duplicated in error, the client will receive the price related to the original (first) transaction. Any loss or gain from the erroneous duplicate transaction will be borne by the Firm.

Affiliated Solicitors and Placement Agents. From time to time we pay referral fees to our affiliates (and/or their employees) for referrals that result in additional investment management business. These arrangements include certain registered representatives of BNYSC that offer sales and marketing services to clients in North America on behalf of the Firm. There is a financial arrangement in place between us and BNYSC. Please see the discussion of affiliated placement agents in Item 10, above. In certain circumstances BNY Investment sales and distribution representatives are paid fees for sales. The fees may be based on revenues and can take the form of a one-time payment or may be paid out over a number of years. Our ultimate parent, BNY has organized its lines of business into different groups (collectively “Groups”). We are part of the BNY Investments & Wealth Group. We may pay a fee to an affiliate that has a pre-existing relationship with a new client of the Groups. The fees may be based on revenues and may provide for a one-time payment or payments over a number of years. Receipt of compensation in connection with the sale of products in which Newton is the sub investment manager and services gives rise to a conflict of interest in that it gives our affiliates an incentive to recommend investment products and services based on the compensation they will receive, rather than solely on a client’s needs. Unaffiliated Solicitors and Placement Agents. From time to time BNY Investments engage unaffiliated third parties to solicit new investment advisory clients. The commissions or fees, if any, payable to such solicitors (also referred to as placement agents) with respect to solicitation of investments with us will be paid solely by us. Clients will not pay fees for these solicitations. These solicitors have an incentive for the client to hire us because we will pay the solicitor for the referral. The prospect of receiving solicitation/placement fees provide such placement agents and/or their sales persons an incentive to favor these sales over the sale of other investments with respect to which the placement agent does not receive such compensation, or receives lower levels of compensation. In addition, to the extent permitted by law, certain placement agents and their respective affiliates provide brokerage and certain other financial and securities services to us or our affiliates. Such services, if any, will be provided at competitive rates.

From time to time, Newton and/or BNY and its affiliates may be involved in regulatory examinations or litigation that arise in the ordinary course of our business. On 21 February 2019, the UK Financial Conduct Authority (“FCA”) found that Newton Investment Management Limited (“Newton”), through the actions of a former employee in 2014 and 2015, shared information with three other UK investment advisers in relation to two initial public offerings and one placing by UK issuers by disclosing the price it intended to pay, or accepting such information, or both, shortly before the share prices were set. The FCA found that parts of this conduct violated the UK Competition Act 1998. Newton self-reported this matter to the FCA following identification of the issue. The former employee’s actions contravened Newton’s code of conduct and ethical standards, and the employee has since been dismissed. The Bank was found jointly and severally liable by reason of being Newton’s ultimate parent company. Neither the Bank nor any of its employees was involved in any aspect of the relevant conduct and there has been no allegation nor negative finding by the FCA in respect of the conduct of the Bank

Newton’s portfolio managers and/or client relationship managers take steps to review all client accounts with the client at least once a year or more frequently as agreed. Ad hoc reviews also occur and can be triggered by a number of different factors, for example, a change of portfolio manager. These reviews are typically carried out via face-to-face meetings or conference calls and typically involve a detailed analysis of the portfolio. Where appropriate, each client receives a report on the performance of their portfolio on a quarterly basis. Such reports generally include a comparison of performance against the agreed benchmark and a market commentary. Additionally, most clients receive a portfolio valuation and accompanying cash and trading statements on a monthly basis. Where clients have provided a specific instruction, we send out the Firm’s monthly valuation reports within eight (8) working days of the month end. Quarterly reports are generally sent out within eighteen (18) working days after the end of the previous quarter.

Rule 206(4)-2 under the Advisers Act (the “Custody Rule”) defines “custody” to include a situation in which an adviser or a related person holds, directly or indirectly, client funds or securities or has any authority to obtain possession of them, in connection with advisory services provided by the adviser. For purposes of the Custody Rule, we are deemed to have “custody” of certain client assets because certain client funds or securities are held by qualified custodians owned and controlled by The Bank (a related person of Newton). Our related persons serve as general partner/ managing member/trustee (or similar capacity) of investment funds organized as limited partnership/limited liability company/trust and actually maintain possession of client funds or securities for clients whose funds and securities are managed by Newton. Generally, an adviser that is deemed to have custody of a client’s funds or securities, among other things, is required to arrange for an annual independent verification of such funds or securities in accordance with the Custody Rule (the “Surprise Exam Requirement”). However, the Custody Rule contains an exception from the Surprise Exam Requirement: 1.

Ability to Deduct Fees: advisers deemed to have custody of client assets solely because of their ability to deduct fees from client accounts are not subject to the Surprise Exam Requirement.

2.

Related Person & Operational Independence: advisers deemed to have custody of client assets solely because a related person holds client assets will not be subject to the Surprise Exam Requirement, provided the adviser and the related person are “operationally independent.”

3.

Pooled Investment Vehicles: advisers deemed to have custody of the assets of clients formed as pooled investment vehicles will not be subject to the Surprise Exam Requirement, provided the pool has audited financial statements that are prepared in accordance with generally accepted accounting principles and such statements are distributed to investors in the pool within 120 days (or 180 days for funds of funds) of the end of the pool’s fiscal year.

We have determined that our operations are independent from those of the Bank as well as other BNY qualified custodians holding client funds and securities belonging to the Firm’s clients. Furthermore, under the terms of the agreements between our clients and the qualified custodians, the Firm does not have any authority over the assets and funds within the account beyond discretionary trading authority. Investors in pooled investment vehicles subject to the Custody Rule will receive audited financial statements prepared in accordance with generally accepted accounting principles and audited by an independent public accountant within 120 days of the end of the fiscal year of the pooled investment vehicle. Discretionary investment advisory clients contracted directly with Newton should regularly receive from your appointed bank, broker-dealer or other qualified custodian an account statement, identifying the amount of funds and each security in the account at the end of the period and setting forth all transactions in the account during that period. Please review these statements carefully. You will also receive account statements separately from us. You are strongly urged to compare the account statements you receive from us with those that you receive from your qualified custodian.

PHYSICAL CUSTODY We do not maintain physical possession of client assets held in separately managed accounts. Typically, each of our clients independently selects a custodian with whom it contracts directly. Our authority to instruct the client’s custodian is limited to that granted by the client to us in the respective investment management agreement.

For separate accounts, Newton typically receives discretionary investment authority over client assets, and clients must grant this discretionary authority to Newton in writing via a contract (otherwise known as an investment management agreement) and/or through an appointment to become the investment adviser of a private fund. In all cases, however, such discretion is to be exercised in a manner consistent with the stated investment objective(s), guidelines, permissions and restrictions for the particular client account together with all applicable laws and as agreed between Newton and client. In most instances the investment guidelines and restrictions to be adhered to will be written and attached as Schedule(s) to the investment management agreement. For pooled investment vehicles, the Firm also has discretionary investment authority, and must adhere to and follow the investment objective(s) and set of investment policies and/or guidelines of the vehicle rather than tailoring to individual client needs. These vehicles are not able to impose individual investment restrictions on the Firm’s investment strategies for underlying investors in these pooled investment vehicles. Clients must deliver their investment guidelines and restrictions to us in writing, and we will adhere to such guidelines and restrictions when making investment decisions.

As part of the contractual relationship between us and our clients, typically through an Investment Management Agreement, a client may delegate to us its right to exercise voting authority in connection with the securities we manage for that client. We do not acquire or hold securities to influence control of management under Rules 13d-1(b) and 13d-1(c) of the Securities Exchange Act of 1934. Any expression of our views or voting policy during meetings is not intended, and should not be construed, as an indication of voting intentions, support for any action, or an attempt to influence management control. Voting rights are most commonly exercised by casting votes by proxy at shareholder meetings on matters that have been submitted to shareholders for approval. Consistent with applicable rules under the Advisers Act, we have adopted and implemented written proxy voting policies and procedures that are reasonably designed: (1) to vote proxies, consistent with our fiduciary obligations, in the best interests of clients; and (2) to prevent conflicts of interest from influencing proxy voting decisions made on behalf of clients. We provide these proxy voting services as part of our investment management service to client accounts and do not separately charge a fee for this service. We are open to receiving clients’ views on voting matters but clients that have granted us with voting authority are not permitted, routinely, to direct us on how to vote in a particular solicitation. We seek to make proxy voting decisions that are in the best long-term financial interests of our clients. Clients that have not granted us voting authority over securities held in their accounts will receive their proxies in accordance with the arrangements they have made with their service providers. We generally do not provide proxy voting recommendations to clients who have not granted us voting authority over their securities.

All voting decisions are based on Newton’s voting guidelines. We have used the services of an independent voting service provider to translate these guidelines into explicit voting actions forming a bespoke voting policy. This policy is applied to all our votable holdings, enabling a universal approach to our voting while allowing us to deploy in-depth caseby-case analysis from the stewardship team for those issuers and/or proposals which merit greater focus due to the materiality of our investment or the importance of the issue at hand (e.g., shareholder resolution, corporate action, related-party transactions). In these instances, communication with or input from the wider investment team may be sought, as well as, if relevant, engagement with the investee company. The stewardship team retains the ultimate discretion to deviate the vote instruction from Newton’s bespoke policy’s recommendation. Our active approach to voting means that our voting decisions reflect our investment rationale and take into consideration engagement activity, if any, and the investee company’s approach to relevant codes, market practices and regulations. These are in all instances applied to the investee company’s unique situation. In general, voting decisions are taken consistently across all Newton’s clients that are invested in the same underlying company. This is in line with Newton’s investment process that focuses on the long-term success and profitability of the investee company. Further, it is Newton’s intention to exercise voting rights in all circumstances where it retains voting authority. For separate account clients that have afforded Newton voting discretion, it is Newton’s intention to exercise voting rights in all markets. In certain markets, shares may be ‘blocked’ when exercising voting rights. In these instances, Newton will only exercise voting rights when it is in the best interests of our clients. Potential Conflicts of interest may arise such as: 1.

We manage assets for a company whose management is soliciting proxies

2.

BNY executives acting as board members of a investee company whose management is soliciting proxies (see below)

3.

We have a business or personal relationship with participants in a proxy contest

BNY Proxy Conflicts Policy; Proxy Conflicts Committee Under certain circumstances, BNY has determined that it may not be appropriate for its subsidiaries and business units with discretionary authority to vote proxies on behalf of clients, including us (each, a “Voting Firm”), and has established a Proxy Voting Conflicts Policy (the “BNY Policy”) that sets forth the required actions and reporting of Voting Firms when actual or potential conflicts of interest involving BNY arise. The BNY Policy identifies several specific types of proxy solicitations that are considered “Primary Conflicts” for all Voting Firms. Primary Conflicts typically arise when proxies are issued by BNY or by a pooled vehicle when relating to services provided by a BNY affiliate and may also arise due to relationships between a proxy issuer and BNY or BNY Chief Executive Officer or Board of Directors. The BNY Policy directs the manner in which such Primary Conflicts are to be addressed (e.g., application of pre-determined, written guidelines, client consent, or delegation to an independent fiduciary). The BNY Policy also identifies as “Secondary Conflicts” situations that, while not identified as a Primary Conflict, may present an actual, potential or perceived material conflict for Voting Firms because of a relationship between a proxy issuer and BNY or its executive officers or Board of Directors. When Primary Conflicts or Secondary Conflicts occur we will employ one or more conflict mitigation technics in order to address the conflict. Such conflict mitigants may include: (1) voting in proportion to other shareholders (“mirror voting”), (2) erecting informational barriers around, or recusal from the vote decision making process by, the persons making the voting decisions, (3) abstaining from voting, (4) engaging an independent fiduciary to vote, and (5) voting in other ways that are consistent with our obligations to vote in our clients’ best interest.

We are also subject to the policies and decisions of BNY’s Proxy Conflicts Committee (the “PCC”). Among other responsibilities, BNY has empowered the PCC to maintain, interpret and effect the BNY Policy. If a Voting Firm needs interpretive guidance concerning a Primary Conflict, the PCC shall review the matter, and (in the case of identified conflicts) determine how best to resolve the conflict (e.g., mirror voting , abstention, or independent fiduciary ). In addition to the BNY PCC Newton has decided to implement its own process for reviewing such conflicts (including secondary conflicts), with material conflicts being reported to the Newton Conflicts of Interest Committee. Newton does not engage in securities lending on behalf of its clients; this activity is at the discretion of individual clients. For certain funds that are managed by BNY, and where Newton is appointed as investment manager or sub-advisor, the fund boards have entered into securities-lending programmes. In such cases, we may be unable to monitor loaned securities or recall/restrict securities from being loaned, and we will be unable to exercise the voting rights attached to any loaned securities. Where we are considering voting against management on an issue, we may engage with the company to seek to protect and enhance long-term shareholder value. In certain instances, we may also notify company management of how we have voted after a meeting should we consider such feedback to be useful in an effort to maximize shareholder value consistent with our fiduciary duties.

Newton’s Governance Principles and Voting Guidelines and voting records can be found on our website. Clients may receive quarterly reports upon request, if not already provided on the Firm’s website.

In certain circumstances, registered investment advisers are required to provide you with financial information or disclosures about their financial condition in this Item. Newton has no financial commitment that impairs its ability to meet contractual and fiduciary commitments to clients and has never been the subject of a bankruptcy proceeding.