CONFLICTS OF
INTERESTPOLICY
September 2024

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OVERVIEW
Newton Investment Management Limited (“NIM”) is authorised and regulated by the Financial Conduct Authority(‘FCA’) and is also registered in the United States with the Securities and Exchange Commission (‘SEC’) as aninvestment adviser. Newton Investment Management North America LLC (“NIMNA”) is registered with the
SEC as an investment adviser under the Investment Advisers Act of 1940, is a member of the National
Futures Association and is registered as both a Commodity Pool Operator and Commodity Trading
Adviser under the Commodity Futures Trading Commission. NIM and NIMNA form the group of affiliatedcompanies that individually or collectively provide investment advisory services as “Newton” or the “Firm”.
Whilst Newton is a subsidiary of The Bank of New York Mellon Corporation (‘BNY Mellon’), Newton operates
autonomously in terms of the investment management services it provides to clients.

The following activities and services are not undertaken by Newton and, accordingly, there are no identified conflicts ofinterest that arise or may arise from such services and activities:▪ Investment research for external distribution;▪ Investment advice for retail clients;▪ Proprietary trading; or▪ Corporate finance.

REGULATIONAs required by its regulators, Newton must establish, implement and maintain effective systems and controls to identify,
record, manage and, where applicable, disclose conflicts of interest, which are appropriate to the size and organisationof the firm and the nature, scale and complexity of its business.
This Conflicts of Interest Policy (‘Policy’) sets out those circumstances that have been identified by Newton as
constituting (or potentially giving rise to) a conflict of interest which may damage the interests of its clients, together witha high-level overview of the systems and controls adopted to prevent a potential conflict from crystalising and/or to
manage such conflicts. While complete assurance cannot be made that Newton’s systems and controls will be fully
effective in every circumstance, Newton believes that all appropriate steps have been taken to manage conflicts ofinterest and either prevent them from crystalising or from adversely affecting the interests of its clients.
Other potential conflicts may exist in relation to certain aspects of Newton’s business which do not entail a risk of damage
to the interests of Newton’s clients. Newton believes that such conflicts are appropriately managed through applicablecommittees, processes and procedures, and accordingly they are not reflected in this Policy.
In accordance with the relevant regulatory rules, Newton must take all appropriate steps to identify conflicts of interest
which arise or may arise in the course of Newton carrying out regulated activities or ancillary services. Such conflicts ofinterest may be between:
1. The firm (including its managers, employees, affiliates, or any person directly or indirectly linked to them by control)
and a client of the firm; or
2. One client of the firm and another client.

A conflict may arise where Newton:▪ Is likely to make a financial gain, or avoid a financial loss, at the expense of a client;▪

Has an interest in the outcome of a service provided to a client, which is distinct from the client’s interest in thatoutcome;▪

Has a financial or other incentive to favour the interests of one client or group of clients over the interests of anotherclient; or2▪

Receives or will receive from a person other than the client an inducement (i.e. a fee or a gift or entertainment) inrelation to a service provided to the client, in the form of monies, goods or services, other than the standard
commission or fee for that service.

IDENTIFICATION, RECORDING AND MANAGEMENTOF POTENTIAL CONFLICTS OF INTEREST
The relevant regulators require firms to maintain and operate effective organisational and administrative arrangements,
with a view to taking all appropriate steps to manage conflicts of interest and prevent them constituting or giving rise toa risk of damage to the interests of its clients. Where the arrangements made by Newton to manage conflicts of interest
are not sufficient to ensure, with reasonable confidence, that the risk of damage to the interests of a client will be
prevented, Newton must clearly disclose the following to the client before carrying out business for the client:▪ The general nature or sources of conflicts of interest, or both; and▪ The steps taken to mitigate those risks.
Where it is not possible to avoid or manage a conflict of interest, Newton may have no choice but to decline to provide
the service requested.
As such, Newton maintains and regularly updates a record of the examples of services or activities it carries out in whicha conflict of interest entailing a risk of damage to the interests of one or more clients has arisen or may arise.
As part of Newton’s governance framework, a number of organisational arrangements and systems and internal controls
have been implemented which are designed to identify and manage potential conflicts of interest to prevent damage tothe interests of its clients. The controls include, but are not limited to1:
▪ Governance structure, e.g. Newton Board Risk Committee, Newton’s Risk & Compliance Committees and ConflictsofInterest Committee;▪ Senior management oversight, management information and reporting;▪ Risk-based training plan, including conflicts of interest training;▪ Employee Code of Conduct and terms and conditions of employment;▪ Order Execution Policy*;▪ Order Aggregation and Allocation Procedure*; and▪ Business continuity planning.
In addition to the above ‘first line of defence’ controls, conflicts of interest may be assessed by the Compliance, Risk
and Internal Audit functions.
All employees are required to report to the Newton Conflicts of Interest Committee any actual or potential conflict ofinterest. Further, Newton maintains a list of all conflicts which constitute or may give rise to a conflict of interest entailinga risk of damage to the interests of its clients. Alongside this, the controls to manage such conflicts are also documented.
Currently, Newton does not believe it has any conflicts of interest that must be disclosed owing to ineffective
organisational and administrative arrangements. The conflicts of interest described on the following pages are types ofactual and potential conflicts of interest identified by Newton, together with the systems and controls in place to manage
these. Further information regarding these potential conflicts, and the procedures adopted by Newton to manage
conflicts, are available upon request.

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Policies are tailored to reflect the relevant trading practices of NIM and NIMNA
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INDUCEMENTS – MINOR NON-MONETARYBENEFITSIn the provision of investment services to clients, Newton may from time to time provide, accept or retain certain minor
non-monetary benefits (‘Benefits’) to or from third parties. Should this occur, it may give rise to potential conflicts ofinterest where such Benefits could impair Newton’s obligation to act in the best interests of its clients. For example,
Newton could receive Benefits which might lead it to favour certain counterparties or service providers and which could
prevent it from focusing on the costs charged to clients or the quality of the associated service it receives. This could be
detrimental to clients’ interests.
As part of Newton’s regulatory responsibilities and with regard to fiduciary obligations it owes to clients, it is Newton’s
policy to avoid providing, accepting or retaining any fee, commission or monetary benefit to or from third parties. To
further minimise the risk of conflicts, Newton has adopted various policies such as an Inducements policy and Gifts andEntertainment policy which are designed to ensure any Benefits are proportionate and reasonable. However, where
Benefits are provided, accepted or retained, Newton’s policies are designed to ensure that such Benefits meet regulatory
obligations, that they would enhance the service provided to clients and not impair Newton’s ability to act in the bestinterests of its clients. In the unlikely event that Newton receives any monetary benefit from a third party, It is NIM’s policy
to rebate or otherwise transfer such monetary benefit received from a third party to those affected clients. It is NIMNA’s
policy to adhere to any limitations set forth in the respective policies and report or seek approval for such Benefits
where deemed necessary.

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PERSONAL TRADING
Actual or potential conflicts identified by Newton with a riskof damage to clients
Systems and controls for managing conflicts of interest
Newton’s employees may undertake personal account dealing, To manage this conflict, Newton has adopted BNY Mellon’s strict
including personal investments in securities or funds which they personal trading policy, including a minimum 30-day holding
manage as part of their portfolio management duties. This may period, pre-clearance requirements for most security types
cause a conflict between Newton’s employees and its clients, as (including proprietary Newton funds), approved brokerage
this may encourage ‘front running’ or the use of inside or arrangements and comprehensive reporting requirements in
confidential information for personal gain to the detriment of order to manage the conflict and related risks. Employees also
Newton’s clients.
receive regular training to ensure staff awareness.
Policies and procedures exist which seek to prevent all
employees from insider trading, trading upon material non-public
information, and disclosing confidential information. Further,
employees are required to periodically attest compliance with,and understanding of, BNY Mellon’s personal trading policy.

GIFTS, ENTERTAINMENT AND INDUCEMENTS
Actual or potential conflicts identified by Newton with a riskof damage to clients
Systems and controls for managing conflicts of interest
Newton’s employees may give or receive gifts and/or To manage the risks associated with gifts and entertainment,
entertainment to and/or from third parties which may influence Newton has adopted various policies such as anti-bribery andtheir behaviours or induce them to act in an inappropriate or corruption, gifts and entertainment policies. Newton employees
unethical manner to the detriment of clients. This could prevent are also required to undertake anti-bribery and corruption training
Newton from focusing on the appropriateness of costs charged periodically.
to clients and the quality of services offered, potentially leading Under these policies, Newton seeks to ensure that its employees
Newton to favour a third party over its clients.
do not offer or give, solicit or accept gifts or entertainment which
are likely to conflict with the duties owed to its clients. All gifts andentertainment to third parties must be an acceptable minor nonmonetary benefit and enhance the quality of service to clients.
Gifts and entertainment will be declared and recorded inaccordance with Newton’s policies and procedures, and, in somecases, must be pre-approved. In certain circumstances, gifts andentertainment will not be permitted. The compliance and internal
audit functions conduct periodic assurance reviews to assess thecontrol framework in place at Newton to manage the risks
associated with the giving and receipt of gifts and entertainment.

OUTSIDE OFFICES
Actual or potential conflicts identified by Newton with a riskof damage to clients
Systems and controls for managing conflicts of interest
Newton’s employees, directors or non-executive directors may Newton has controls in place so that where outside offices arehold outside offices such as directorships, advisory board held by individuals, or an individual intends to hold such amemberships, trusteeships or otherwise serve in alternative roles position, reporting and, in many cases, pre-approval is required.
either within the BNY Mellon Group or in an oversight capacity In certain circumstances, such positions will not be approved.
for other public or private companies or charities. These outside Where approval is granted, Newton’s Conflicts of Interest
offices may create conflicts with the best interests of clients.
Committee may recommend the implementation of additional
controls to effectively manage potential conflicts. In addition,
directors (including non-executive directors) of Newton are
required to declare any conflicts of interest in accordance with
their directors’ duties.

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RESEARCH PAYMENTS
Actual or potential conflicts identified by Newton with a riskof damage to clients
Systems and controls for managing conflicts of interest
Payments can only be made to approved research providers. The
Newton purchases external research from third-party providers
Head of Research and the Head of Counterparty Relationships
however in purchasing this external research, the research could
determine which external research providers are approved forbe underpriced in order to induce Newton to consume othereach calendar year.
financial services from the service provider, for example
Any external research consumption is tracked by Newton. The
execution services.
external research is reviewed periodically by the Head of
Research, the Head of Counterparty Relationships r and othermembers of the investment team to ensure that the external
research is valuable and Newton is paying an appropriate market
price.
.

Section 28(e) of the Exchange Act provides a safe harbor (theNIMNA may obtain services and products, such as external “Safe Harbor”) that allows an adviser to cause client accounts toresearch, though the use of client commission credits (i.e. soft pay a commission higher than the commission another broker ordealer would have charged if the Firm determines, in good faith,dollars). As a result, NIMNA has an incentive to trade throughthat the commission is reasonable in relation to the value of thebroker-dealers who provide soft dollars rather than broker-dealers brokerage and research services and products provided by such
who do not (and who may offer more favorable execution). Further, broker-dealer.
accounts whose trading does not generate soft dollar credits may
benefit from services and products paid for by soft dollar credits The Head of Counterparty Relationships and the wider investment
generated by other accounts.
team review the counterparties along with the services andproducts provided to determine if the products and services
should be continued and if the payment for such products andservices are reasonable.
In line with the FCA Rules on Inducements, NIM pays hard for
all third party research and does not engage in soft dollar
arrangements.

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SHARING OF INTERNALLY GENERATED RESEARCH
Actual or potential conflicts identified by Newton with a riskof damage to clients
Systems and controls for managing conflicts of interest
NIM and NIMNA share internally generated investment research Newton has adopted and implemented policies and procedureswith a view to enhancing the research and investment with respect to research sharing to ensure that all clients haveopportunities for all portfolios managed by both Firms. The use of equal access to investment opportunities and identifies
shared research to inform portfolio management decisions may procedures relating to sharing information obtained through soft
result in trade implementation by one Firm ahead of another or by dollar and commission sharing agreements that are designed toboth Firms at the same time. This may result in one or more prevent violations of applicable rules. Additionally, a tradeclients receiving less favourable trading results than other clients. coordination approach has been adopted in order to seek to
In addition, NIMNA may obtain external research from third-party manage impact on client portfolios from portfolio management
providers paid for through the use of soft dollar or commission decisions, to optimise market participation of trades and ensure
sharing arrangements. NIMNA may be inclined to share fair allocation between both sets of client executions. Both Firms
information with NIM that was obtained through these operate a global restricted list for the purposes of restricting
arrangements which may result in violations of MiFID regulations trading in securities across both Firms in order to manage
to which NIM is subject to.
material non-public information and/or confidential informationthat may result from the sharing of internally generated research.

TRADE ALLOCATION
Actual or potential conflicts identified by Newton with a riskof damage to clients
Systems and controls for managing conflicts of interest
In some circumstances Newton may place an order which is not At NIM the dealing team is responsible for the allocation of orders,
fully filled. This may encourage a portfolio manager to allocate the in the dealing room for clients, as per NIM’s Order Aggregation
executed portion of the order to certain clients to the detriment of and Allocation procedure. At Newton portfolio managers are notothers.
involved in the allocation of client orders post trade.
At NIMNA, the Portfolio Implementation team are responsible forthe allocation of orders and are subject to NIMNA Trading Policy
when aggregating and allocating orders. In the event an order isallocated post trade, members of trading and compliance teams
would determine the appropriate allocation methodology.
Cross trades are subject to internal policies and procedures andrequire approval from various senior business members. Further,
From time to time, securities sold on behalf of one client may be cross trades will only be undertaken by Newton as permitted
suitable for purchase by another client. If Newton determines that under applicable law or client restrictions and when in the best
the transaction is in the best interest of each client, Newton may interests of both the purchaser and seller. To further manage
execute the transaction via a trading counterparty (a ‘cross conflicts, Newton does not receive fees or commissions when
trade’). Cross trades may cause conflicts as there may be an making these trades. The trades are also executed in the market
to ensure fair and equitable treatment.
incentive for Newton to favour one client over another.

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PROVISION OF INVESTMENT MANAGEMENT SERVICES
Actual or potential conflicts identified by Newton with a riskof damage to clients
Systems and controls for managing conflicts of interest
A risk inherit in Newton’s business is the conflict arising from the Where Newton deals with an affiliate, it must ensure that the client
structure of Newton’s Group, i.e. BNY Mellon and its affiliates. is not materially disadvantaged. To manage this conflict, Newton
Such conflicts could include:
has a number of policies and procedures in place to perform
actions, controls and checks to manage and reduce the risk of▪ Dealing on behalf of a client in the securities issued by any
the conflict occurring. These include policies relating to dealing
entity within the BNY Mellon Group.
with affiliates and monitoring of trade execution. Where NIM▪ Where BNY Mellon or an affiliate executes a trade or acts as utilises the personnel and services of its affiliate, NIMNA LLC, andvice versa, each determines that such arrangements are in aa custodian on behalf of Newton’s client.
client’s best interest.
▪ Effecting transactions in units or shares in funds where
Newton provides discretionary management services, or in Where Newton selects the broker to effect purchases or sales ofany company which Newton (or BNY Mellon or any affiliate) securities for client accounts, Newton may use either an affiliatedis providing a service to, e.g. as the manager, operator, or unaffiliated broker (unless otherwise restricted by anagreement, law or regulation).
advisor, custodian or trustee.
Newton has counterparty selection processes in place that▪ Effecting transactions in new issuance of securities require the selection of counterparties to be consistent with its
underwritten by an affiliate, i.e. BNY Mellon.
duties of best execution, subject to any client and regulatory▪ Dealing on behalf of Newton’s client with BNY Mellon or an prescriptions or limitations.
affiliate, including but not limited to:–Investing part or all of a client’s portfolio with or throughan affiliate, which may lead to increasing revenues for
Newton or an affiliate.

–

Arranging foreign-exchange transactions on a client’s
behalf through an affiliate who acts as custodian for
Newton’s client, e.g. to convert dividend payments to thebase currency of the client’s portfolio.

Utilising the personnel or services of its affiliate NIMNA LLC inorder to make available its global investment capabilities.
Dealing with an affiliate could take place either on the basis of arecurring instruction or on an ad-hoc basis, and could take place
as a result of:▪

The client instructing Newton to do so.

▪

The client requesting Newton to instruct the Custodian to doso.

▪

Newton instructing the Custodian to do so, as a result of
exercising its investment discretion on behalf of a client.

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SIDE-BY-SIDE MANAGEMENT
Actual or potential conflicts identified by Newton with a riskof damage to clients
Systems and controls for managing conflicts of interest
Newton may act as an investment manager or advisor to other Newton has in place a number of controls to manage this risk,
clients who may have similar investment objectives or investment including each firm having a centralised dealing team, andstrategies(‘side-by-side
management’).
Side-by-side independent monitoring of portfolio risk, performance andmanagement may mean that Newton encounters conflicts of exposure and governance oversight of the commonality ofinterest with clients, or that a conflict exists between two or more portfolios with similar investment strategies. Complianceclients. Conflicts could potentially arise if a portfolio manager has monitoring conducts periodic assurance reviews to assess the
an incentive to favour one client or fund over another, e.g. if there control framework in place at Newton to manage the risks
is an opportunity to earn greater fees on accounts with associated with side-by-side management.
performance-based fees (by the adoption of unsuitable levels ofrisk) or better execution or brokerage commissions.
Newton may concurrently provide discretionary investment Trades are executed by Newton for discretionary accounts andmanagement services alongside advisory services, using the by third parties for advisory services, and, where there is potential
same investment strategy. The provision of such advisory for market impact, i.e. large trades, a trading strategy between
services means that Newton is not responsible for trade execution Newton and the executing third party may be implemented.
and therefore the clients invested via these non- discretionary Newton’s remuneration policies do not create any incentive forrelationships would not follow Newton’s own internal trade- preferential treatment between advisory and discretionary
allocation process. There may be potential for market impact managed clients.
which could have an effect on both sets of clients.
Employees are permitted to invest, either directly or indirectly The commonality of portfolios with similar investment strategies isthrough an intermediary vehicle, in Newton-managed funds. monitored and measured on a post-trade basis by the Investment
Where Newton manages such funds, there may be a possibility Risk Oversight Group.
that these are managed more favourably than other funds, e.g. Newton’s Order Allocation and Aggregation procedure sets out
according to whether Newton employees invest in such how orders are allocated across client portfolios.
respective funds.
Portfolio managers are not remunerated solely based oninvestment performance or revenues generated from portfolios
they manage.
All employees are required to follow Newton’s strict personal
trading policies which include pre-approval to invest in and divest
from proprietary funds being funds managed by Newton, BNY
Mellon or any of its affiliates.

PROXY VOTING
Actual or potential conflicts identified by Newton with a riskof damage to clients
Systems and controls for managing conflicts of interest
Where Newton acts as a proxy for its clients, a conflict could arise All voting decisions taken by Newton are based on our voting
between Newton and BNY Mellon and its affiliates (including BNY guidelines. We have used the services of an independent voting
Mellon funds or affiliate funds), the investee company and/or a service provider to translate these guidelines into explicit voting
client when exercising voting rights.
actions forming a bespoke voting policy for Newton. This policy
will be applied to all our votable holdings. However, incircumstances where a potential conflict is recognised, including
in relation to BNY Mellon and/or its funds, the voting
recommendation of a third- party voting service provider will be
instructed. This includes primary conflicts, any decisions on funds
managed by any part of the BNY Mellon group and any proxyvoting decisions related to holdings in client portfolios managed
by Newton on a separate- account basis.

OPERATIONAL ERRORS
Actual or potential conflicts identified by Newton with a riskof damage to clients
Systems and controls for managing conflicts of interest
Where an error occurs, e.g. too much stock is purchased for a It is Newton’s policy that, when correcting any error, the client isclient account, there is the potential for Newton’s interests to at least put in the position it would have been had the error not
conflict with those of the relevant client, i.e. Newton may stand to occurred with no benefit to Newton.
avoid a loss or make a gain from the error at the client’s expense.

9This document is issued by Newton Investment Management Limited (‘NIM”) in the UK and Newton Investment Management North America LLC (‘NIMNA’) in
the US, and together “Newton”, each a subsidiary of The Bank of New York Mellon Corporation. In the United Kingdom, NIM is authorised and regulated by the
Financial Conduct Authority (‘FCA’), 12 Endeavour Square, London, E20 1JN, in the conduct of investment business. Registered in England no. 01371973.
NIM and NIMNA are both registered as investment advisors with the Securities & Exchange Commission (‘SEC’) to offer investment advisory services in the
United States. NIMNA is a member of the National Futures Association and is registered as both a Commodity Pool Operator and Commodity Trading Adviser
under the Commodity Futures Trading Commission. NIM’s investment business in the United States is described in Form ADV, Part 1 and 2, which can beobtained from the SEC.gov website or obtained upon request.

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