Nikko Asset Management Americas, Inc.

Form ADV Part 2A
Advisory Services
Disclosure Brochure
July 17, 2019
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
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 28, 2019 as part of an annual amendment update.
Effective July 1, 2019, Nikko AMA updated Item 4 Advisory Business, under the section
titled Ownership, to reflect the transfer of Nikko AM shares from Sumitomo Mitsui Trust
Bank (SMTB) to Sumitomo Mitsui Trust Holdings Inc. (SMT Holdings), which owns SMTB.
As a result, Nikko AM became a direct subsidiary of SMT Holdings.
In addition, further disclosure has been provided under Item 15 Custody to describe themanner in which Nikko AMA complies with US Custody Rule.
All other information in this Brochure is as of the date of Nikko AMA’s last fiscal year end,
March 31, 2019. There are no additional material changes as of the date of this Brochure,
July 17, 2019.
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.

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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 ...................................................................................... 12
Broker-Dealer Selection and Best Execution ............................................. 12Soft Dollars ..................................................................................................... 12
Trade Aggregation and Allocation ............................................................... 13

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

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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 SEC and registered as aCommodity Trading Advisor (“CTA”) with the Commodity Futures Trading Commission(“CFTC”).
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 of an Edinburgh-based investment
team, which previously managed the high-alpha equity strategy at Scottish Widows
Investment Partnership in August 2014. The team now manages Nikko AM’s Global Equity
strategy.
As a result, the Nikko AM Group is able to offer global investment and distribution
capabilities in Tokyo, Singapore, Hong Kong, Sydney, Auckland, Edinburgh, London and
New York. Nikko AM also owns 40% of Rongtong Fund Management in China, as well as
30% of Affin Hwang Asset Management Berhad in Malaysia.
These acquisitions have significantly contributed to the diversity of Nikko AM Group’s
assets under management and client base, as well as investment professionals offering on
the ground support, that complements client services and marketing/sales activities.

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Nikko Asset Management Americas, Inc.
Form ADV Part 2A
Ownership*
As at July 1, 2019, Nikko AMA was a wholly owned subsidiary of Nikko AM, which in turnis majority owned by Sumitomo Mitsui Trust Holdings Inc. (“SMT Holdings”), a holding
company of the Sumitomo Mitsui Trust Group.

*Ownership percentages have been rounded down to two decimal places and may not equal 100%.

Assets Under Management
As at March 31, 2019 consolidated assets under management and advice of the Nikko AM
Group were approximately USD 214.18 billion. Of this, Nikko AMA was responsible for
USD 5,112,176,264, which can be broken down as follows:
Regulatory AUM(in USD)
4,765,208,651
346,967,613
5,112,176,264

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 group’s hybrid culture,experience and Asia-focused perspective offers crucial insights into understanding thenuances 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 Assets – since 2014
 Global Equities – since 2014

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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, Kuala
Lumpur, Sydney, Auckland, Edinburgh, London and New York.
Additionally, the group also provides sub-advisory services via Nikko AM’s World Series
Fund Platform®. This is offered primarily to Asian investors, as a means of accessing
products managed by leading asset managers, world-wide.
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, privatecompanies, 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 andregulatory requirements. Such restrictions will be clearly specified in investment
management agreements, following consultations with clients and will consider the impactof 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.

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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 procedures are designed and implemented to ensure that all clients aretreated fairly and equally, to prevent this conflict from influencing the allocation of
investment opportunities between clients. Policies are also implemented to ensure that all
accounts are managed in line with client objectives and guidelines, which further mitigatessuch 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 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-trading related services.
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 and styles,
as follows:
Macro-Economic Analysis: The Investment Strategy group provides macro-economic
insight on factors influencing markets, working in conjunction with investment professionals
throughout the group’s global network. The team also chairs Nikko AM’s Global Investment
Committee, which is comprised of senior investment professionals based in Tokyo, London,
New York, Singapore and Sydney, who meet at least on a quarterly basis to share market
insight and determine global asset allocation.

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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 specificrequirements of the investment strategy pursued and is tailored accordingly. Investment
teams and research analysts have an integral relationship that adds value to uncoveringand responding to investment opportunities quickly. Communication efforts are designed
to ensure that analysts fully understand the investment philosophy and researchrequirements of investment teams as well as the current view of individual portfolio
managers. Analysts and portfolio managers are grouped together both organizationallyand physically, which builds teamwork and solid understanding. Through constant twoway communication and discussions 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 develop and maintain 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.

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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:
Passive Strategies
ETFs

TOPIX
MSCI ACWITOPIX Ex-Financials
MSCI KOKUSAI
Nikkei 225
MSCI Emerging Mkts
Nikkei 225 (Mini)
S&P500
Nikkei Leveraged
S&P/ASX 200 A REIT
JPX400
CSI300JPX/S&P CAPEX & Human CNX Nifty
CapitalFTSE Straits TimesTSE Dividend Focus 100 FTSE WGBITSE REIT
Barclays EM Local
MSCI Japan
iBoxx ABF SG BondHigh Dividend -Low Vol

Equities
Global Equity- ACWI, EAFE
Asia Equity- Asia ex Japan- Asia Pac ex Japan- Asia Healthcare- Asia Small Cap- ASEAN- Greater China- China A Shares- India- Singapore
Australia Equity- Value (CVA)- Concentrated- Income
New Zealand Equity

Active Strategies

Japan Equity- Fundamental Value- Growth- Core- Focus- Dividend- Research Active- Active Value- Cash-Rich Company- Small & Mid Growth- Emerging- Shareholder Rtn Growth- ESG- Enhanced Index

Index Funds*

Smart Beta

Alternatives

TOPIX
Nikkei 225
S&P 500
CSI 300
S&P ASX200FTSE WGBI
Citi US Treasury
JPM EMBI, EMBI-GD
S&P MLPFTSE EDHECMin VolHigh Div
URAPHigh Div – Low Vol
Tactical allocation

Dynamic Japan Long Short Equity
Japan Core Neutral Equity
Japan Quantitative Market Neutral
Strategic Convertible Bonds (Japan)
J- REIT Active
Asia Alpha Plus
Asia REIT Active
AI Deep Learning Technical Management

Fixed Income

Global Bonds
High Conviction Sov.
Global Credit
World Bk Green Bonds
Supranational
US Treasury
US GNMA
US Muni
US Investment Grade
Australia FI
Australia RMBS
New Zealand Bonds

Asian FI- Asia Credit- Asia HY Bond
- Asia LC Bond
- Short Dur Asia Credit- RMB (On / Offshore)-Singapore- Indonesia
Japan Broad Mkt
Japan Long Duration
Japan Credit

Multi Asset
Global Multi Asset
Global Multi Asset Conservative
Emerging Market Multi Asset
Low Risk Multi Asset
Risk Controlled Balance
Alternative Risk Premia* Examples of non-ETF passive strategies

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 denominated in foreign currencies are also exposed to 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.

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. Nikko AMA and its management have no such events to report.
However, a complete list of disciplinary events relating to Nikko AMA’s affiliates may befound in Item 11 “Disclosure Information” of Nikko AMA’s Form ADV Part 1A, which may
be accessed at https://www.adviserinfo.sec.gov/

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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
SMTB, a leading Japanese trust bank whose parent is Sumitomo Mitsui Trust Holdings Inc.,a holding company with various subsidiaries, including other financial services companies.
Nikko AMA may have relationships 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: (i) identification of types ofpotential conflict of interest transactions; (ii) method of conflict of interest control; and (iii)internal control systems.
Commodity Trading Advisor
Nikko AMA is a registered CTA and a member of the National Futures Association (NFA).
Certain personnel of Nikko AMA are also registered as Associated Persons (“AP”) with the
NFA in respect of marketing certain funds or accounts that trade commodity interests.
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
person of the 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.

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Nikko Asset Management Americas, Inc.
Form ADV Part 2A
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. registered funds.
In addition, Nikko AMA may engage and provide certain services, such as, marketing,consulting, research, trade execution due diligence, product development and otherinitiatives on behalf of its Affiliates.
Banking or Thrift Institutions
SMTB is the ultimate parent entity of Nikko AMA and its parent Nikko AM (together, “Nikko”)
and serves as distributor for several of Nikko’s pooled investment vehicles. SMTB may
provide administrative, custodial and other services to Nikko’s products and clients. Nikko
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 theclient, not Nikko. Whenever Nikko appoints a custodian, such as for a Japanese
Investment Trust, it conducts due diligence on that institution, negotiates arms-lengtharrangements 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 and conduct.
We are proud of this commitment and consider it fundamental to earning and maintaining
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.
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Nikko Asset Management Americas, Inc.
Form ADV Part 2A
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 Global Best Execution Policy and Global Trading Policy, in
accordance with which, the Risk Management Division assesses and monitors
counterparty risk and determines whether to commence or continue trading with the brokerdealer and reviews risk limits where necessary. When assessing a broker-dealer, Nikko
AMA considers credit, operational, and reputational risk, in addition to compliance withexternal 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, giving regard to 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 direct 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. In such directed
brokerage arrangements, the client should recognize that it may restrict or prevent 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 mightotherwise 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 of otherclients, 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 process. Except for the research acceptance mentioned
above, Nikko AMA will not receive or enter into any soft dollar arrangements.

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Nikko Asset Management Americas, Inc.
Form ADV Part 2A
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. This policy applies to all types of investments and no clientis favoured over any other, when orders are aggregated. Where orders are partiallyfilled, allocation will typically be made on a pro rata basis.

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 andPortfolios are reviewed by the Investment Management, Risk Management andCompliance Departments. The Investment Management Department monitors 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 arebeing managed in accordance with applicable investment guidelines and restrictions.
Any issues identified or that may arise are reported to the Nikko AMA Risk Committee andthe Board of Directors, as appropriate. The Nikko AMA Risk Committee meets on aquarterly basis and has a reporting line to the Nikko AMA Board of Directors as well as
Nikko AM’s Risk 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 produces periodic statements and investment review reports in writing,(typically on a monthly and/or quarterly basis), as may be appropriate for a client inaccordance with the requirements set out in individual investment managementagreements.
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.

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

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)-3 under the Advisers Act.

Item 15

Custody
Nikko AMA and certain affiliates may act as managing member, GP, 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 custodians who are responsible for the safe custody ofinvestments 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.

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Nikko Asset Management Americas, Inc.
Form ADV Part 2A
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 firm 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 or beneficiaries of pooled investment vehicles 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.
Nikko AM’s Group Voting Rights Policy Committee is responsible for examining resolutionsin accordance with the firm’s “Guidelines for the Exercise of Voting Rights” (“Guidelines”).
Voting activity is conducted in accordance with the guidelines and where a resolution isregarded as being against the interests of a client, Nikko AM Group will either oppose theresolution or abstain from voting, based on the degree of its opposition. Where appropriate,
advice may also be sought from experts, internally and/or externally. Nikko AMA also
engages an independent third-party 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.

Actual condition and past trends of return of equity (ROE) and return on assets(ROA).

2.

Actual condition and past trends of shareholder returns

3.

Occurrences of misconduct

4.

Existence of an exceptional opinion by an accounting auditor or board of auditors

5.

Existence of non-public purchases

6.

Ownership structure

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.
Proxy voting reports are provided to clients on a periodic basis. Nikko AM’s Group
Guidelines are available upon request. Clients may obtain a copy of Nikko AMA’s proxyvoting policies and procedures by contacting in writing to:
Nikko Asset Management Americas, Inc.
Attn: Compliance Department
535 Madison Avenue, Suite 2500
New York, NY 10022

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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 andfiduciary commitments to clients and has not been the subject of a bankruptcy proceeding.

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Nikko Asset Management Americas, Inc.
Form ADV Part 2A
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 toprivacy. Protecting all the information we are either required to gather or whichaccumulates in the course of doing business with you is a cornerstone of ourrelationship with you. While the range of products and services we offer continues
to expand, and the technology we use continues to change, our commitment tomaintaining standards and procedures with respect 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 andinformation; and (c) protect against unauthorized access or use of Client records
or information that could result in “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 this policy, Client means
any US person or entity for which we serve as Investment Advisor, renderinvestment advice or make investment decisions.
Regulation S-P.
Nonpublic personal information under Regulation S-P includes “personallyidentifiable financial information” and any list, description, or grouping that isderived using any personally identifiable financial information that is not publicly
available information.
Personally identifiable financial information includes three categories of
information:a. Information Supplied by Client: Any information that is provided by a
Client or prospective Client to us in order to obtain a financial product orservice. This would include information or material given to us whenentering into an investment advisory agreement.
b. Information Resulting from Transaction: Any information that resultsfrom a transaction 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 sourcethat is used by us to verify information that a Client or prospective Client
has given on an application for advisory services.
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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 of your information and to comply withregulators’ 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 our affiliated companies; and/or (iv) information we
receive through an outside source, such as a bank or credit bureau. In order tomaintain the integrity of client information, we have procedures in place to updatesuch information, as well as to delete it when appropriate. We encourage you tocommunicate such changes whenever necessary.
Disclosure of Information.
We do not disclose any nonpublic, personal information (such as your name,address or tax 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 andadministrative services to us or our clients. This allows us to enhance ourrelationship with you by providing a broader range of products to better meet yourneeds and to protect the assets you may hold with us by preserving the safety andsoundness of our firm.
Accordingly, nonpublic personal information about a Client may be provided tothe broker-dealer or other custodian for maintaining or servicing the Client’s
account or processing or servicing 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 suchinformation to provide products or services to Clients, and will maintain physical,
electronic and procedural safeguards to prevent such information 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 soby law, or in connection with any government or self-regulatory organization request
or investigation.
Finally, we are also permitted to disclose nonpublic, personal information tounaffiliated outside parties who assist us with processing, marketing or servicing afinancial 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 or information produced on ourbehalf.
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Nikko Asset Management Americas, Inc.
Form ADV Part 2A
We are committed to upholding this Privacy Policy. We will notify you on anannual basis of our policies and practices in this regard and at any time that there isa material change that would require your consent.
YOU MAY OPT OUT TO HAVE YOUR NONPUBLIC PERSONALINFORMATION DISCLOSED TO UNAFFILIATED THIRD-PARTIES BY
CONTACTING US DIRECTLY BY EMAIL TO:
USCOMPLIANCE@NIKKOAM.COM

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