Nikko Asset Management Americas, Inc.

Form ADV Part 2A
Advisory Services
Disclosure Brochure
June 26, 2024
This Disclosure Brochure (“Brochure”) describes thequalifications and business practices of Nikko AssetManagement Americas, Inc. (“Nikko AMA”). If you have any
questions about its contents, please contact us at 1-212-6106100 or at USCompliance@nikkoam.com. Information in thisBrochure has not been approved or verified by the United States
Securities and Exchange Commission (“SEC”) or any state
securities authority.
Nikko AMA is registered with the SEC as an investment adviser.
Registration does not imply any level of skill or training.
Additional information about Nikko AMA can be found on the
SEC’s website at http://www.adviserinfo.sec.gov/ using theunique CRD search number 824.

Nikko Asset Management Americas, Inc.
605 Third Avenue, 38th Floor
New York, NY, 10158
Tel 1-212-610-6100
Fax 1-212-610-6140
http://americas.nikkoam.com/

Nikko Asset Management Americas, Inc.
Form ADV Part 2A

Item 2: Material Changes
This Brochure was last revised on June 26, 2024, as part of an Annual Amendment update.
There have been no additional material changes since Nikko AMA’s Annual Amendment
update on June 27, 2023.
All other information in this Brochure is as of the date of Nikko AMA’s last fiscal year end,
March 31, 2024. There are no additional material changes as of the date of this Brochure,June 26, 2024.
Pursuant to SEC Rules, Nikko AMA will ensure that clients receive a summary of any
material changes to this and subsequent brochures within 120 days of the end of Nikko
AMA’s fiscal year. We may also provide further information about material changes, or new
brochures based on such changes, as necessary.

Page 2

Nikko Asset Management Americas, Inc.
Form ADV Part 2A

Item 3: Table of Contents
Item 4Advisory Business .......................................................................................... 4
Introduction ...................................................................................................... 4
Corporate History ............................................................................................ 4
Ownership ........................................................................................................ 5
Assets Under Management............................................................................. 5
Advisory Services ............................................................................................ 5

Item 5

Fees and Compensation ................................................................................. 6

Item 6

Performance-Based Fees and Side-By-Side Management.......................... 7

Item 7

Types of Clients ............................................................................................... 7

Item 8

Methods of Analysis, Investment Strategies and Risk of Loss .................. 7
Methods of Analysis ........................................................................................ 7
Investment Strategies ..................................................................................... 9
Risk of Loss...................................................................................................... 9

Item 9

Disciplinary Information .................................................................................. 9

Item 10

Other Financial Industry Activities and Affiliations ................................... 10
Commodity Trading Advisor ........................................................................ 10
Broker-Dealers ............................................................................................... 10
Investment Companies or Funds ................................................................. 10
Other Investment Advisers ........................................................................... 11
Banking or Thrift Institutions ....................................................................... 11

Item 11

Code of Ethics, Participation in Client Transactions andPersonal Trading ........................................................................................... 11

Item 12

Brokerage Practices ...................................................................................... 11
Broker-Dealer Selection and Best Execution ............................................. 11Soft Dollars ..................................................................................................... 12
Trade Aggregation and Allocation ............................................................... 12

Item 13

Review of Accounts ....................................................................................... 13
Monitoring ...................................................................................................... 13
Reconciliation ................................................................................................ 13
Client Reporting ............................................................................................. 13

Item 14

Client Referrals and Other Compensation .................................................. 14

Item 15

Custody........................................................................................................... 14

Item 16

Investment Discretion ................................................................................... 14

Item 17

Voting Client Securities ................................................................................ 15

Item 18

Financial Information .................................................................................... 16

Item 19

Privacy Policy……….………..……………………………………………...…….17

Page 3

Nikko Asset Management Americas, Inc.
Form ADV Part 2A

Item 4Advisory Business
Introduction
Nikko Asset Management Americas, Inc. (“Nikko AMA”) is the U.S. based subsidiary of the
Nikko Asset Management Group (“Nikko AM Group”), which is headquartered in Tokyo.
Nikko AMA is an investment adviser (“IA”) registered with the U.S. Securities and Exchange
Commission (“SEC”), Commodity Trading Advisor (“CTA”) registered with the Commodity
Futures Trading Commission (“CFTC”), and a National Futures Association (“NFA”)
member firm.
Corporate History
The history of Nikko AM dates back to 1959 when its predecessor Nikko Securities
Investment Trust Co., Ltd. was established. It subsequently merged with Nikko
International Capital Management Co., Ltd. (established 1981) in 1999, to form Nikko AM.
As one of Japan’s largest asset management companies, Nikko AM has significantly
expanded its operations both in Asia and internationally, in pursuit of its primary businessobjective: to become the world’s leading pan-Asian asset management group.
It is the Nikko AM Group’s core belief that there are great opportunities for specialist
investment managers in the fast growing Asian markets and what clients and distributors
really want is a strong, dedicated Asian based investment firm, like Nikko AM, which cangrasp the often nuanced and local characteristics of markets and global investor
requirements. By utilizing its deep knowledge of the local markets in Asia and leveraging
the group’s global presence and resources, Nikko AM aims to maximize the value it delivers
to its clients regardless of their geographic location.
The acquisitions of DBS Asset Management Ltd. and Tyndall Investment Management
Limited during 2011, and Treasury Asia Asset Management Limited in 2013 have enabled
the Nikko AM Group to significantly strengthen its presence across Asia. Nikko AM also
extended its capabilities in Europe with the addition in August 2014 of an Edinburgh-based
investment team, which previously managed the high-alpha equity strategy at Scottish
Widows Investment Partnership. The team now manages Nikko AM’s Global Equity
strategy.
These acquisitions have significantly contributed to the diversity of Nikko AM Group’s
assets under management and client base, as well as its global team of investment
professionals.
As a result of its acquisitions, the Nikko AM Group can offer global investment anddistribution capabilities in Tokyo, Singapore, Hong Kong, Auckland, Edinburgh, London
and New York. Nikko AM also owns 40% of Rongtong Fund Management in China, 20%
of AHAM Asset Management Berhad in Malaysia, 19.71% of Yarra Capital Management inAustralia and minority stakes in ARK Investment Management LLC in the US and in
Osmosis (Holdings) Limited, a UK-based sustainable investment manager.

Page 4

Nikko Asset Management Americas, Inc.
Form ADV Part 2A
Ownership
As at March 31, 2024, Nikko AMA was a wholly owned subsidiary of Nikko AssetManagement Co., Ltd. (“Nikko AM”), which in turn is majority owned by Sumitomo Mitsui
Trust Holdings, Inc. (“SMT Holdings”), a holding company of the Sumitomo Mitsui TrustGroup.

Assets Under Management
As at March 31, 2024, consolidated assets under management and advice of the Nikko AM
Group were approximately USD 240.1 billion Of this, Nikko AMA was responsible for USD
11,105,261,832 which can be broken down as follows:
Regulatory AUM(in USD)
10,990,815,121
114,446,711
11,105,261,832

Discretionary Assets
Non-Discretionary Assets
Total

Advisory Services
In responding to the diverse needs of investors, the Nikko AM Group offers both active andpassive investment capabilities across equity, fixed income and alternative asset classes,with key strengths in multiple-pan-Asian asset strategies. The Nikko AM Group’s hybrid
culture, experience and Asia-focused perspective offers crucial insights into understanding
the nuances of opportunities and challenges within Asian markets. This informs investment
decisions in a way that is extremely hard for non-local firms to emulate. Moreover, as agroup, we have shown a deep commitment to the region, establishing a strong bench ofinvestment expertise within these specialized markets. Our experience of investing andadvising clients on Asian securities, broken down by region, is as follows:➢ Japanese Equities – since 1959
➢ Asia Pacific ex Japan – since 1990
➢ Emerging Asia – since 1994
➢ China – since 2005
➢ Multi Asset – since 2014
➢ Global Equities – since 2014

Page 5

Nikko Asset Management Americas, Inc.
Form ADV Part 2A
Nikko AM believes the best way of managing regional portfolios is to rely on the expertiseof local professionals, based in the appropriate investment region. Portfolio managers andresearch analysts are highly experienced professionals, with in-depth knowledge of theirown markets, as well as cultural and political aspects impacting them. The skills andexpertise of each team is combined and brought together to offer specialist regional asset
management services. As a result, mandates may be sub-delegated to specialist
investment teams at Nikko AM Group affiliates in Tokyo, Singapore, Hong Kong,
Edinburgh, London and New York. Additionally, on a non-discretionary basis, Nikko AMA
may receive research or model portfolio construction from certain third-party sub-advisers
for applicable portfolios managed by Nikko AMA.
Additionally, the Nikko AM Group also provides sub-advisory services. These services areoffered as a means of accessing products managed by leading asset managers, worldwide.
Services are primarily provided to individual and institutional investors (“clients”), throughinvestment companies or other pooled investment vehicles, including mutual funds, closedend investment companies, Japanese Investment Trusts, unit investment trusts, collective
investment trusts, private companies, hedge funds or offshore funds (“pooled investment
vehicles”) and separate (segregated) accounts.
Nikko AMA manages portfolios in accordance with the specified guidelines and objectivesof each individual client. In this regard, clients may impose restrictions on investing incertain securities or types of securities. Services may also be limited by legal and regulatory
requirements. Such restrictions will be clearly specified in investment managementagreements, following consultations with clients, and will consider the impact of the
proposed restriction of the investment strategy, relevant laws and regulatory requirements.

Item 5

Fees and Compensation
This Brochure is intended for use by U.S. retirement plan sponsors, endowments,
foundations, and other institutional investors. Accounts are generally subject to a minimum
account size, which may be waived by Nikko AMA.
Generally, Nikko AMA’s fee arrangements are based on a percentage of the market valueof assets under management or advisement, although Nikko AMA may also charge
performance-based fees, flat fees, or apply other alternative fee structures, subject toapplicable law. The specific fee arrangements with respect to any given account arenegotiable on a client-by-client basis. When determining appropriate fees, Nikko AMA may
take into account, among other things, the account’s investment strategy, whether theaccount is a discretionary account, the level of servicing required by the account and thescope of Nikko AMA’s relationship with the client and its affiliates across all accounts andstrategies. Nikko AMA generally bills clients quarterly in arrears.
Separate account clients are responsible for third party expenses associated withmanaging the account including, but not limited to, for example, brokerage commissions,ticket charges and other fees. Nikko AMA’s brokerage practices are discussed in Item 12of this Brochure. The allocation of these expenses will be made in accordance with theagreement in place between Nikko AMA and the separate account client. Nikko AMA does
not select account custodians on behalf of separate account clients or serve as thecustodian of separate account client account assets. Clients will be responsible for charges
imposed by custodians, such as custodial fees.
Generally, Nikko AMA’s investment advisory agreements provide that either party may
terminate the agreement upon a mutually agreed time upon prior written notice. Upon
termination, clients pay the pro-rata portion of fees through the effective date of termination.

Page 6

Nikko Asset Management Americas, Inc.
Form ADV Part 2A

Item 6

Performance-Based Fees and Side-By-Side Management
Where Nikko AMA enters into performance-based fee arrangements with qualified clients,
fees will be negotiated on an individual basis and structured in accordance with Section
205(a)(1) of the Investment Advisers Act of 1940 (the “Advisers Act”) (in accordance withavailable exemptions thereunder, including the exemption set forth in Rule 205-3).
Performance based fee arrangements may create an incentive for Nikko AMA torecommend certain investments, which may be riskier or more speculative than thosewhich would have been recommended under a different fee arrangement. Sucharrangements also create an incentive to favor higher fee-paying accounts over otheraccounts, in the allocation of investment opportunities.
Nikko AMA’s policies and procedures are reasonably designed and implemented to ensurethat all clients are treated fairly and equally, to prevent this conflict from influencing theallocation of investment opportunities between clients. Certain controls are also
implemented to ensure that all accounts are managed in line with client objectives andguidelines, which further mitigates such risk.

Item 7

Types of Clients
Nikko AMA’s clients generally include institutional investors, such as corporations, pension
funds, investment companies, trust banks, charitable organizations, government agencies
and funds, supranational organizations, as well as pooled investment vehicles including
Japanese Investment Trusts and Nikko AMA’s group affiliates.
Nikko AMA may also engage affiliates or non-affiliated third parties as sub-advisers, who
may be delegated either full discretionary trading authority or non-discretionary related
services (i.e., research, model portfolio construction, etc.).
Minimum investment amounts vary depending on the product type, strategy and distributor(where appropriate). The minimum amount required to open an investment advisoryaccount is determined by Nikko AMA on a case-by-case basis, relying on a number offactors including, but not limited to, the types of investments to be made for the account.

Item 8

Methods of Analysis, Investment Strategies and Risk of Loss
Investment advice is based on the objectives and terms set out in individual client
investment management agreements, relevant fund prospectuses or offering memoranda.
Methods of Analysis
The Nikko AM Group’s commitment and dedication to investing on behalf of its clients isreflected throughout the organization. It is evidenced not only by the organization structure,
but also by the intensity of our research efforts and the disciplined nature of our investment
and risk control processes.
Specialist teams throughout the Nikko AM Group’s global network are dedicated toproviding analysis on macro-economic factors, specific asset classes, strategies andstyles, as follows:
Macro-Economic Analysis: The Investment Committee provides macro-economic insighton factors influencing markets, working in conjunction with investment professionals
throughout the Nikko AM Group’s global network. The Investment Committee is comprisedof senior investment professionals based in Tokyo, London, Edinburgh, New York, andSingapore who meet at least on a quarterly basis to discuss market scenarios and produce
a global outlook document.
Page 7

Nikko Asset Management Americas, Inc.
Form ADV Part 2A
Equity Research: Equity analysts are assigned responsibilities based on geographic
regions, sectors or investment styles. The Nikko AM Group’s general approach focuses on
fundamental bottom up analysis; although it will vary depending on specific requirementsof the investment strategy pursued and is tailored accordingly. Investment teams andresearch analysts have an integral relationship that adds value to uncovering andresponding to investment opportunities quickly. Communication efforts are designed toensure that analysts fully understand the investment philosophy and research requirements
of investment teams as well as the current view of individual portfolio managers. Analysts
and portfolio managers are grouped together both organizationally and physically, whichbuilds teamwork and solid understanding. Through constant two-way communication anddiscussions regarding company views and portfolio holdings, analysts seek to maximize
their contribution to the investment process.
Fixed Income & Currency Analysis: Dedicated credit and currency analysts use various
models and tools, some of which have been developed in-house, to carry out detailed
analysis. The Nikko AM Group provides broad coverage of global fixed income markets
and currencies with consideration to the following factors:➢ Macro Fundamentals: Underlying economic outlook on a country bycountry basis, including medium term growth prospects, fiscal policy,
government debt levels, progress on reforms, current account/trade
position and the political environment.
➢ Interest Rates: Combining positive fundamental analysis with attractive
interest rates to provide a strong total return, taking into consideration shortand long term market rates and future monetary policy direction versus
market expectation.
➢ Market Liquidity: Market accessibility and the ease of obtaining/building
a position.
➢ Investor Positioning/Relative Performance: How investors are currently
positioned: Has there been an increase in the amount of foreign buying?
How sustainable is it? Is it speculative or foreign direct investment related?
How has the currency performed relative to other currencies?
Quantitative Analysis: A dedicated team develops and maintains quantitative tools andmodels, based on the latest academic theories, to support Nikko AM’s quantitative
investment approaches. Providing sophisticated risk and market analysis, high level
quantitative technology is connected directly to investment processes and are reflected inmany of Nikko AM’s products.
Performance Analysis: Performance is analyzed both quantitatively and qualitatively,
using a combination of proprietary and third party tools and models, to ensure assets arebeing appropriately managed in-line with specific investment strategies, guidelines and risk
levels.

Page 8

Nikko Asset Management Americas, Inc.
Form ADV Part 2A
Investment Strategies
To respond to the diverse needs of investors, the Nikko AM Group offers both active andpassive global investment capabilities across equity, fixed income and alternative asset
classes with key strengths in Asian products. This includes (but is not limited to), thefollowing strategies in the chart below:

Risk of Loss
Investing in securities involves a risk of loss that clients should be prepared to bear. The
value of investments and the income from them may go down as well as up and investors
may not get back the original amount invested; past performance is not a guide to future
results. Even when the value of the securities sold is greater than the price paid, there is arisk that the appreciation will be less than inflation.
For the majority of accounts managed, Nikko AMA aims to hold diversified positions tominimize risk levels. However, it may concentrate holdings in industries, geographic
regions or companies which, in light of investment considerations, market risks and otherfactors, it believes may provide the best opportunity for attractive risk adjusted returns. The
concentration of assets may subject clients to a greater degree of risk.
Securities, especially denominated in foreign currencies are also exposed to country risk,
foreign exchange risk and where the market size or trading volume is small, portfolios may
be subject to unexpected losses from being unable to sell portfolio holdings at expected
prices.
For a full and complete list of other relevant risks that may be inherent to certain products
or strategies, please refer to applicable disclosures within the respective offering anddisclosure documents, as may be appropriate.

Item 9

Disciplinary Information
Registered investment advisers are required to disclose all material facts regarding any
legal or disciplinary events that would be material to your evaluation of Nikko AMA or the
integrity of its management. A complete list of disciplinary events relating to Nikko AMA
and its affiliates may be found in Item 11 “Disclosure Information” of Nikko AMA’s FormADV Part 1A, which may be accessed at https://www.adviserinfo.sec.gov/

Page 9

Nikko Asset Management Americas, Inc.
Form ADV Part 2A

Item 10

Other Financial Industry Activities and Affiliations
Nikko AMA is part of a large, global financial services company and, as such, hasrelationships and affiliations with many other entities engaged in the financial industry.
Nikko AMA is a wholly owned subsidiary of Nikko AM, which in turn is majority owned by
SMT Holdings, a holding company of the Sumitomo Mitsui Trust Group which comprises
various subsidiaries, including other financial services companies. Nikko AMA may haverelationships with or enter into transactions with these companies, which could create
actual and perceived conflicts of interest.
In order to address any actual or perceived conflicts of interest, the Nikko AM Group has
established a variety of policies and procedures, including “Conflict of Interest Control
Regulations”. Key components of these regulations include, but are not limited to: (i)identification of types of potential conflict of interest transactions; (ii) method of conflict ofinterest control; and (iii) internal control systems.
Commodity Trading Advisor
Nikko AMA is a registered CTA and a member firm of the NFA. Certain personnel of Nikko
AMA are also registered as Associated Persons (“AP”) and/or Swap AP with the NFA inrespect of marketing or managing certain funds or accounts that trade commodity interests
or swaps.
Broker-Dealers
Nikko AMA may place orders on behalf of its clients with affiliated broker-dealers, therefore,
an actual or apparent conflict could arise. To manage such potential conflicts, Nikko AMA
will obtain prior client consent and/or disclose these transactions to clients. Furthermore,
Nikko AMA has established broker-dealer selection guidelines and a best execution policy
to ensure that it places the interests of clients above its own when selecting broker-dealers
and pursues best execution when making trading decisions.
Certain personnel of Nikko AMA are also registered representatives of a third-party
unaffiliated U.S. registered broker-dealer for which certain services are provided in respectof marketing and solicitation of certain Nikko AMA or Group funds.
Investment Companies or Funds
Nikko AMA provides investment management services to investment companies or funds,
including those managed by Group affiliates. Nikko AMA discloses that it is a related personof these investment companies or funds for which it provides investment management
services. The provision of investment management services to multiple investmentcompanies or funds could result in a conflict of interest when multiple investmentcompanies or funds are interested in the same investment opportunity or in transacting inthe same security. Nikko AMA has adopted trade aggregation and allocation policies andprocedures to manage such potential conflicts.
Other Investment Advisers
Nikko AMA has relationships or arrangements with the following affiliated investment
advisers under the Advisers Act: Nikko Asset Management Co., Ltd., Nikko AssetManagement Europe Ltd, Nikko Asset Management Asia Limited and Nikko AssetManagement Hong Kong Limited (“Affiliates”). From time to time, Nikko AMA may, withprior client consent, and to the extent permitted by applicable law, delegate some or all of
our responsibilities, duties and authority under an investment management agreement to
one or more of our Affiliates. Affiliates may also provide investment management services
as an adviser or a sub-adviser to clients of other affiliated and unaffiliated advisers. Nikko
AMA acts as sub-adviser to certain Affiliates and certain affiliated non-U.S. registeredfunds. In addition, Nikko AMA may also engage and provide certain services, such as,Page 10

Nikko Asset Management Americas, Inc.
Form ADV Part 2A
marketing, distribution, consulting, research, trade execution, due diligence, productdevelopment and other initiatives on behalf of its Affiliates.
Banking or Thrift Institutions
Sumitomo Mitsui Trust Bank, Limited (“SMTB”), which is a subsidiary of SMT Holdings,
serves as distributor for several of Nikko AM’s pooled investment vehicles. SMTB may
provide administrative, custodial and other services to Nikko’s products and clients. Nikko
AM may have an incentive to appoint affiliated banking institutions as trustees for its
Japanese Investment Trusts. For U.S. clients, the selection of custodians is the
responsibility of the client, not Nikko AM. Whenever Nikko AM appoints a custodian, suchas for a Japanese Investment Trust, it conducts due diligence on that institution, negotiatesarms-length arrangements and fully discloses the affiliation to the client.

Item 11

Code of Ethics, Participation in Client Transactions andPersonal Trading
Nikko AMA is committed to upholding the highest standards of business ethics andconduct. We are proud of this commitment and consider it fundamental to earning andmaintaining the trust of our clients and prospective clients.
Nikko AMA operates under a Code of Ethics and Business Conduct (the “Code”) thatcomplies with Rule 204(A)-1 of the Advisers Act. The Code serves to emphasize ourcommitment to upholding the highest standards by setting forth basic principles of businessethics and conduct that apply to all directors, officers and employees. Chief among thecommitments set forth in the Code is our commitment to fulfill our fiduciary duty to ourclients.
The Code also incorporates Nikko AM Group’s Personal Trading Policy (the “Policy”). The
Policy is guided by the principle that, as a fiduciary entrusted with the management of client
assets, our foremost concern is, and must always be, to protect the interests of our clients.
The Policy aims to effectuate this principle by establishing a framework for managing
personal trading by directors, officers and employees that protects the interests of ourclients, while permitting responsible investing by our directors, officers and employees.
Key components of our personal trading policy include: (i) prohibitions and restrictions oncertain types of transactions; (ii) pre-clearance requirements that allow the appropriatenessof the proposed transaction to be assessed prior to permitting a transaction; and (iii)
reporting requirements that allow Nikko AMA to monitor trading activity and review
transaction histories in order to assess compliance with the Policy.
Nikko AMA will provide a copy of the Code to any client or prospective client upon request
at no charge.
Please see the section of this Brochure entitled “Other Financial Industry Activities andAffiliations” for a discussion of Nikko AMA’s affiliations with other Nikko AM Group entities
and how those affiliations may affect clients of Nikko AMA.

Item 12

Brokerage Practices
Broker-Dealer Selection and Best Execution
Nikko AMA has a fiduciary duty to place the interests of clients above its own or any third
party when selecting broker-dealers and placing trades for client portfolios. Accordingly,
Nikko AMA has adopted a Counterparty Risk Management Policy, Global Best Execution
Policy and Global Trading Policy, in accordance with which, the Risk Management Divisionassesses and monitors counterparty risk and determines whether to commence or continue
trading with the broker-dealer and reviews risk limits where necessary. When assessing a
Page 11

Nikko Asset Management Americas, Inc.
Form ADV Part 2A
broker-dealer, Nikko AMA may consider credit, operational, and reputational risk, as wellas other appropriate investment factors, in addition to compliance with external regulatory
requirements.
Nikko AMA's Global Best Execution Policy establishes principles and standards to befollowed when trading as a fiduciary on behalf of clients or pooled investment vehicles inorder to achieve best execution. This is defined as the most favorable overall result for theclient under the circumstances, taking into account the following execution factors: price,costs, speed, likelihood of execution and settlement, size, nature or any other consideration
relevant to the execution of an order.
Key components of Nikko AMA’s Global Best Execution Policy includes: (i) procedures for
broker-dealer selection and order placement; and (ii) the prohibition of transactions
involving inherent conflicts.
Nikko AMA does not recommend, request or require that a client directs transactions to be
executed through a particular broker-dealer. In general, Nikko AMA permits clients toestablish directed brokerage arrangements if they desire, although Nikko AMA may limit
the circumstances under which it will participate in these arrangements. To the extent Nikko
AMA is required to satisfy the conditions of any pre-determined criteria, this may restrict orlimit Nikko AMA’s ability to select certain brokers it believes may be most appropriate undercertain circumstances and transactions, which may have an impact on overall execution.
In such directed brokerage arrangements, the client should recognize that it may restrict orprevent Nikko AMA from obtaining best execution, which may cost the client more money;
Nikko AMA may not be able to obtain as favorable a transaction price or commission rates
as might otherwise be available. Moreover, in a directed brokerage arrangement, the client
may forego benefits by limiting Nikko AMA’s ability to aggregate trade orders with those ofother clients, thereby missing opportunities to lower commissions and/or transaction costs.
Likewise, directed brokerage arrangements may also result in directed trades being
executed after trades for other funds or accounts, which can result in inferior prices for thatclient.
Soft Dollars
In the ordinary course of business, Nikko AMA receives research reports from brokerdealers and considers factors such as the usefulness and amount of the research as partof its broker-dealer evaluation and execution process. Except for the research acceptancementioned above, Nikko AMA will not receive or enter into any soft dollar arrangements.
Trade Aggregation and Allocation
Nikko AMA may group orders to obtain economies of scale that may be available on larger
transactions, where:➢ It has been determined that an investment decision is appropriate for eachparticipating portfolio; and➢ It is consistent with the terms of individual investment managementagreements, applicable laws and industry association rules.
Moreover, transactions are not aggregated unless they are consistent with the duty
to seek best execution and in alignment with any client directives or mandates infulfilment of Nikko AMA’s fiduciary duty. This policy applies to all types of investments
and no client is favored over any other when orders are aggregated, notwithstanding
any client-imposed limitations or restrictions that might exist under a directed
brokerage or similar arrangement as described above. Where orders are partiallyfilled, allocation will typically be made on a pro rata basis.

Page 12

Nikko Asset Management Americas, Inc.
Form ADV Part 2A

Item 13

Review of Accounts
Monitoring
Nikko AMA conducts regular daily, weekly and quarterly reviews as part of its generalmonitoring processes, in addition to ad-hoc reviews, as necessary. Accounts and Portfolios
are reviewed by the Investment Management, Risk Management and ComplianceDepartments. The Investment and Risk Management Departments monitor portfolios
across a number of risk factors, including (but not limited to), liquidity, market, and credit
risk. The Compliance Department also monitors portfolios to assess whether they are being
managed in accordance with applicable investment guidelines and restrictions.
Any issues identified or that may arise are reported to the client, Nikko AMA Risk
Committee and the Board of Directors, as appropriate. The Nikko AMA Risk Committee
meets on a quarterly basis and has a reporting line to the Nikko AMA Board of Directors aswell as Nikko AM’s Risk Oversight Committee. Additionally, the Nikko AMA ComplianceDepartment also reports to Nikko AMA’s Board of Directors on a quarterly basis as well as
to Nikko AM’s Compliance Oversight Committee.
Reconciliation
Reconciliation is carried out on an ongoing basis for accounts managed by Nikko AMA.
Statements are received from a client’s custodian and are reconciled to Nikko AMA’s
records. Reconciliation of cash statements is undertaken at least monthly, but may occur
more frequently (i.e. every time there are cash movements in a portfolio).
During the reconciliation process, if any discrepancies are found, they are fully investigated,addressed and resolved, with full documentation.
Client Reporting
Nikko AMA may produce periodic commentary, statements, and investment review reports
in writing, (typically on a monthly and/or quarterly basis), as applicable for a client inaccordance with the requirements set out in individual investment management or advisory
agreements.
Statements
Periodic statements may include details of purchases and sales during the period,
securities and cash holdings, performance, realized/unrealized gains/losses, dividend andcorporate actions.
Investment Review Reports
In line with specific client requirements, investment review reports may include (but notlimited to):➢ Performance overview for the relevant period and since inception➢ Financial Market Review➢ Summary of investment activity➢ Details of largest transactions undertaken during the reporting period➢ Summary of portfolio characteristics at the end of the reporting period➢ Commentary on the top positive/negative contributors to performance➢ Performance attribution➢ Market outlook➢ Investment policies➢ Overview of relevant stewardship activities, including proxy voting results
for the reporting period➢ ESG reporting including ESG and carbon metrics, where appropriate
Page 13

Nikko Asset Management Americas, Inc.
Form ADV Part 2A

Item 14

Client Referrals and Other Compensation
From time to time, Nikko AMA and its affiliates may pay solicitation or referral fees topersons who introduce clients to Nikko AMA or to pooled investment vehicles managed by
Nikko AMA. These fees are disclosed to the client and governed by written agreements, as
permitted by Rule 206(4)-1, under the Advisers Act, as amended.

Item 15

Custody
Nikko AMA and certain affiliates may act as managing member, general partner, trustee,
and/or sponsor to certain pooled investment vehicles subject to compliance under the US
Custody Rule 206(4)-2, as amended. In such cases, Nikko AMA shall rely on the Audit
Provision of the Custody Rule. The Audit Provision requires that investors receive audited
financial statements within 120 days of fiscal year end.
Clients should receive at least quarterly statements from broker-dealers, banks or otherqualified custodians that hold and maintain client investment assets. Nikko AMA urges its
clients to carefully review such statements and compare official custodial records toaccount statements provided by Nikko AMA. Variations may occur based on accounting
procedures, reporting dates, pricing sources, time periods or valuation methodologies ofcertain securities.
Clients are required to appoint qualified custodians who are responsible for the safe
custody of investments and money, settling transactions and registering investments.

Item 16

Investment Discretion
Nikko AMA usually receives discretionary authority from a client at the commencement ofan advisory relationship to select securities and the amount to be bought or sold. In allcases, however, such discretion is exercised in a manner consistent with the statedinvestment guidelines for a particular portfolio. Clients may, at their discretion, place limits
on Nikko AMA’s trading authority.
When selecting securities and determining amounts, Nikko AMA observes the investment
policies, limitations and restrictions (i.e. investment management agreement) of the client
for which it is acting. To the extent Nikko AMA trades on behalf of registered investmentcompanies, Nikko AMA’s authority to trade securities may be limited by certain federal
securities and tax laws that require, among other things, diversification of investments andfavor the holding of investments once made.
Investment guidelines and restrictions must be provided to Nikko AMA in writing.

Item 17

Voting Client Securities
Nikko AM Group views the exercise of voting rights as part of its fiduciary responsibility andan important part of the value of an investment, which should be constructively used in aclients’ best interest. Furthermore, the Group also believes from a long-term perspective,
such action can contribute to the growth of investor assets. Voting rights are exercisedsolely for the benefit of the client from an independent standpoint and Nikko AM Group
does not vote for the benefit of third parties or itself.
As a result, Nikko AM Group has established corporate governance principles by which it
seeks an invested company to abide with. By exercising voting rights in accordance withthese principles, Nikko AMA aims to encourage companies to operate in a mannerconsistent with shareholder interests over the long-term.
Page 14

Nikko Asset Management Americas, Inc.
Form ADV Part 2A
Nikko AM’s Stewardship and Proxy Voting Committee is responsible for examining
resolutions in accordance with the firm’s “Guidelines for the Exercise of Voting Rights”(“Guidelines”). Additionally, Nikko AMA’s Proxy Voting Committee reviews its proxy voting
policies and guidelines periodically for adequacy and that the Guidelines are formulated
reasonably and implemented effectively so that voting rights are exercised in the bestinterest of clients. Voting activity is conducted in accordance with the Guidelines and wherea resolution is regarded as being against the interests of a client, Nikko AM Group will either
oppose the resolution or abstain from voting, based on what is most appropriate andeffective. Where appropriate, advice may also be sought from experts, internally and/or
externally, for additional analysis or detail. Nikko AMA also engages an independent thirdparty proxy voting service vendor to assist with its fiduciary obligations in respect of voting
client securities.
Screening criteria for examining resolutions has also been determined as an aid toassessing the reliability of management and necessity of conducting further appraisals.
Criteria includes (but is not limited to):1.

Level of return of equity (ROE) and return on assets (ROA) and past fluctuation

2.

Degree of shareholder return3.

Occurrences of misconduct

4.

Any adverse opinion from an accounting auditors

5.

Any non-public takeover offers

When clients present Nikko AMA with their own policies on voting instructions, Nikko AMA
will provide its guidelines for discussion and may make subjective adjustments, as required.
When conducting analysis, appropriate engagement or exercising voting rights, forexample, if Nikko AMA invests in an affiliated company, a supplier or a client (including
companies with connections to a client), the possibility of conflicts of interest cannot be
ruled out.
Nikko AMA has established appropriate risk management and compliance frameworks todetermine that the interests of clients and beneficiaries are the top priority and that suchconflicts of interest are appropriately managed if they arise. Nikko AMA aims to address
and mitigate the occurrence of any conflicts of interest in compliance with Nikko AM Group's
internal regulations.
With regard to Nikko AMA's exercising of voting rights, if there exists the possibility of aconflict of interest arising pursuant to Item 4 of Article 3 of the Company's Guidelines on
Exercising Voting Rights, considerations are undertaken to determine Nikko AMA’s
decision making is objective, as part of the overall assessment of its Proxy Voting
Committee.
Proxy voting reports are provided to clients on a periodic basis or upon request. Nikko AM’s
Group Guidelines are available upon request. Clients may obtain a copy of Nikko AMA’s
proxy voting policies and procedures by contacting in writing to:
Nikko Asset Management Americas, Inc.
Attn: Compliance Department
605 Third Avenue, 38th Floor
New York, NY 10158
Or, by email to:
USCOMPLIANCE@NIKKOAM.COM

Page 15

Nikko Asset Management Americas, Inc.
Form ADV Part 2A

Item 18

Financial Information
Nikko AMA is required to provide certain information or disclosures about the firm’s
financial condition. In this respect, Nikko AMA has no financial commitment that impairs
its ability to meet contractual and fiduciary commitments to clients and has not been thesubject of a bankruptcy proceeding.

Item 19

Privacy Policy
PRIVACY POLICY OFNIKKO ASSET MANAGEMENT AMERICAS, INC.
Your Privacy is Protected.
An important part of our commitment to you is our respect for your right to privacy.
Protecting all the information we are either required to gather or which accumulates in thecourse of doing business with you is a cornerstone of our relationship with you. While therange of products and services we offer continues to expand, and the technology we use
continues to change, our commitment to maintaining standards and procedures withrespect to security remains constant.
Privacy of Client Financial Information (Regulation S-P).
Regulation S-P requires us to adopt policies and procedures reasonably designed to: (a)ensure the confidentiality of Client records and information; (b) protect against any
anticipated threats or hazards to the security of Client records and information; and (c)protect against unauthorized access or use of Client records or information that could resultin “substantial harm or inconvenience” to any Client. The privacy provisions of Regulation
S-P apply to information that is “nonpublic personal information.” For the purpose of thispolicy, Client means any US person or entity for which we serve as Investment Advisor,
render investment advice or make investment decisions.
Regulation S-P.
Nonpublic personal information under Regulation S-P includes “personally identifiablefinancial information” and any list, description, or grouping that is derived using any
personally identifiable financial information that is not publicly available information.
Personally identifiable
information:

financialinformation

includesthree

categories

ofa. Information Supplied by Client: Any information that is provided by a Client orprospective Client to us in order to obtain a financial product or service. This would
include information or material given to us when entering into an investment
advisory agreement.
b. Information Resulting from Transaction: Any information that results from atransaction with the Client or any services performed for the Client. This category
would include information about account balances, securities positions, or financial
products purchased or sold through a broker-dealer.
c. Information Obtained in Providing Products or Services: Any information
obtained by us from a consumer report or other outside source that is used by us
to verify information that a Client or prospective Client has given on an application
for advisory services.
Page 16

Nikko Asset Management Americas, Inc.
Form ADV Part 2A
Collection of Information.
The primary reason that we collect and maintain information is to more effectively
administer our customer relationship with you. It allows us to identify, improve and develop
products and services that we believe could be of benefit. It also permits us to provide
efficient, accurate and responsive service, to help protect you from unauthorized use ofyour information and to comply with regulators’ and other legal requirements. These include
those related to institutional risk control and the resolution of disputes or inquiries.
Various sources are used to collect information about you, including: (i) information you provide
to us at the time you establish a relationship; (ii) information provided in applications, forms
or instruction letters completed by you; (iii) information about your transactions with us or ouraffiliated companies; and/or (iv) information we receive through an outside source, such as abank or credit bureau. In order to maintain the integrity of client information, we haveprocedures in place to update such information, as well as to delete it when appropriate. We
encourage you to communicate such changes whenever necessary.
Disclosure of Information.
We do not disclose any nonpublic, personal information (such as your name, address ortax identification number) about our clients or former clients to anyone, except as permitted
or required by law or otherwise as directed in writing by the Client.
The law permits us to share client information with companies that are affiliated with us which
provide financial, credit, insurance, trust, legal, accounting and administrative services to us
or our clients. This allows us to enhance our relationship with you by providing a broader
range of products to better meet your needs and to protect the assets you may hold with usby preserving the safety and soundness of our firm.
Accordingly, nonpublic personal information about a Client may be provided to the brokerdealer or other custodian for maintaining or servicing the Client’s account or processing orservicing a financial product or service that the Client requests or authorizes. In addition,
the Company will limit access to Clients’ nonpublic personal information to only those
employees who need to know such information to provide products or services to Clients,
and will maintain physical, electronic and procedural safeguards to prevent suchinformation against unauthorized access and disclosure.
It may be necessary, under anti-money laundering or other laws, to disclose information about
you in order to accept your subscription. Information about you may also be released if you
so direct, or if we, or an affiliate, are compelled to do so by law, or in connection with any
government or self-regulatory organization request or investigation.
Finally, we are also permitted to disclose nonpublic, personal information to unaffiliated outside
parties who assist us with processing, marketing or servicing a financial product, transaction
or service requested by you, administering benefits or claims relating to such a transaction,
product or service, and/or providing confirmations, statements, valuations or other records orinformation produced on our behalf.
We are committed to upholding this Privacy Policy. We will notify you on an annual basisof our policies and practices in this regard and at any time that there is a material changethat would require your consent.
YOU MAY OPT OUT TO HAVE YOUR NONPUBLIC PERSONAL INFORMATIONDISCLOSED TO UNAFFILIATED THIRD-PARTIES BY CONTACTING US DIRECTLY BY
EMAIL TO:DATAPRIVACYRequests@nikkoam.com
Page 17