Background Newton Investment Management North America, LLC (the “Firm”, “we”, “us” or “NIMNA”) is a limited liability company organized under the laws of the State of Delaware. We are an indirect subsidiary of The Bank of New York Mellon Corporation (“BNY Mellon” or the “Bank”). The Firm was established in 2021, comprised of equity and multi-asset teams from an affiliate, Mellon Investments Corporation. Mellon was established in 1933 with roots tracing back to the late 1800s. The Firm is part of the group of affiliated global companies that individually or collectively provide investment advisory services under the Newton or Newton Investment Management brand (collectively “Newton” or “Newton Group”). In addition to NIMNA, Newton currently includes:
• Newton Investment Management Limited (“NIM”), and
• Newton Investment Management Japan Limited (“NIMJ”) NIM is authorized and regulated in the United Kingdom by the Financial Conduct Authority (“FCA”) and is registered as an investment adviser with the SEC. NIM was incorporated on June 6,1978 with Reed Stenhouse, a Scottish insurance broker. NIM became a subsidiary of BNY Mellon on July 23, 1998. NIMJ was established in March 2023 and includes the Japanese equity management division of an affiliate, BNY Mellon Investment Management Japan Limited. Unless otherwise stated, the information within this Form ADV is limited to Newton Investment Management North America, LLC. Advisory Business The Firm is an investment adviser registered with the SEC pursuant to the Investment Advisers Act of 1940, as amended (“Advisers Act”). The Firm provides investment advisory services to U.S and non-U.S. clients. We provide these services on a discretionary or non-discretionary basis to institutional investors in the form of separate accounts, pooled investment vehicles including but not limited to registered mutual funds, collective investment funds, UCITs and private funds. The Firm operates through two separate investment product lines, comprising the “Equity Product Line” and the “Multi-Asset Product Line”, the “Product Lines”, respectively. The Product Lines operate semi-autonomously under the umbrella of the Firm, subject to the global policies and procedures of the Firm and BNY Mellon, as applicable. Clients typically obtain our investment advisory services pursuant to (i) a written agreement such as an investment management or sub-advisory agreement directly with NIMNA or through BNY Mellon (when our employees are acting as dual officers of the Bank) or (ii) a trust agreement or participation agreement with the Bank (when our employees manage assets of collective investment funds of the Bank as a sub-advisor hired by the Bank). Investors also access our investment advisory services by investing in pooled vehicles which are sponsored or established by the Firm, our affiliates or unaffiliated third parties. See Item 10 “Dual Officers and Employees” for more information about our dual officer arrangements. Please refer to Item 8 of this Brochure for a description of the strategies provided by each Product Line, in which we invest client assets. Investment Guidelines The Firm offers a variety of carefully developed investment strategies (“Strategies” and each, a “Strategy”). We generally manage all client accounts in accordance with a model portfolio that is based upon a selected Strategy. We work with clients to create investment guidelines that are mutually acceptable to the client and the Firm. When creating investment guidelines, clients may impose investment restrictions in certain individual securities or types of securities. Clients who impose investment restrictions might limit our ability to employ on behalf of a particular strategy resulting in investment performance that differs from the intended strategy and from other accounts that have not imposed such restrictions. The Firm also offers investment advisory services in the form of pooled investment vehicles or “Funds.” Each pooled investment vehicle has an investment objective and a set of investment policies and/or guidelines that we must follow. For these reasons, we cannot tailor the investment guidelines of a Fund to meet individual investor needs. In addition, we cannot impose individual investment restrictions on our investment strategies for underlying investors in the pooled investment vehicles. We also provide management services on a non-discretionary basis where we make recommendations to the client, but all investment decisions are made by the client and may or may not be implemented by us. Wrap Fee Programs and Model Delivery A client in a wrap fee program (“wrap fee program”) typically receives investment management of account assets through one or more investment advisers participating in the wrap fee program and also receives trade execution, custodial, performance monitoring and reporting services (or some combination of these or other services) for a single, all-inclusive (or “wrap”) fee charged by the program sponsor based on the value of the client’s account assets. The program sponsor typically assists the client in defining the client’s investment objectives based on information provided by the client, aids in the selection of one or more investment managers to manage the client’s account and periodically contacts the client to ascertain whether there have been any changes in the client’s financial circumstances or objectives that warrant a change in the arrangement or the manner in which the client’s assets are managed. Under these wrap fee program arrangements, our affiliate, enters into an agreement with the program sponsor/manager. The program sponsor/manager then delegates responsibility for investment recommendations to us. The primary manager under the program retains ultimate decision-making responsibility for determining which securities are to be purchased or sold for client accounts and for implementation of such decisions pursuant to the agreement entered into with the program sponsor/manager. In such cases, our recommendations are implemented subject only to differences resulting from individual investment guidelines or restrictions, tax harvesting or other

needs of the particular program client. NIMNA does not act as a program sponsor, nor do we conduct physical trading for any of these programs. We receive a portion of the allocated wrap fee for the services provided. When we provide investment recommendations in connection with a wrap fee program, we do not negotiate on the client’s behalf brokerage commissions or other costs for the execution of transactions in the client’s account. Instead, in most instances transactions are executed through the program sponsor or through the program sponsor’s designated affiliate given that execution costs for agency transactions typically are included in the all- inclusive fee charged by the program sponsor. Most program agreements, however, provide that other broker- dealers can be selected to execute trades if deemed appropriate to achieve best execution. If a broker-dealer other than the program sponsor or the program sponsor’s designated affiliate is selected to affect a trade for a client’s account, any execution costs charged by that other broker-dealer typically are charged separately to the client’s account. Accordingly, clients who elect to participate in wrap fee programs should satisfy themselves that the program sponsor is able to provide best execution for transactions. In evaluating a wrap fee program, clients should consider a number of factors. A client may be able to obtain some or all of the services available through a particular program on an “unbundled” basis through the program sponsor or through other firms and, depending on the circumstances, the aggregate of any separately paid fees may be lower (or higher) than the single, all-inclusive fee charged in the program. Payment of an asset-based fee can potentially produce accounting, bookkeeping or income tax results that differ from those resulting from the separate payment of (i) securities commissions and other execution costs on a trade-by-trade basis and (ii) advisory fees. Any securities or other assets used to establish a program account can be sold, and the client will be responsible for payment of any taxes due. The Firm recommends that each client consult with his or her tax adviser or accountant regarding the tax treatment of wrap fee program accounts. Clients participating in wrap fee programs typically receive a disclosure brochure from the program sponsor detailing the wrap fee program prior to their selection of us as adviser or sub-adviser, which includes a description of the services provided by the Sponsor and the applicable fee schedule. The fees and features of each wrap fee program vary and, therefore, clients in wrap fee programs should consult the program sponsor’s brochure for the fees and features applicable to their account. We do not act as a program sponsor of any wrap fee programs. Program sponsors, however, obtain brokerage, clearing and other wrap program services from our affiliates. Our relationships with Sponsors have the potential to create certain conflicts of interest for the Sponsors and for us. We provide investment advisory services to certain affiliated Sponsors, including BNY Mellon Securities Corporation (“BNYMSC”). If the Sponsor is affiliated with us, the Sponsor may have an incentive to give us access to the account and to direct clients to us, based on the affiliation rather than based on our expertise or performance or the client’s needs. Similarly, in hopes of gaining clients through a Wrap Fee Program, we may have an incentive to execute brokerage transactions through the Sponsor (whether affiliated or unaffiliated), who in turn may recommend us to Wrap Fee Program participants. Where NIMNA deals with an affiliate, it must ensure that the client is not materially disadvantaged. To manage this conflict, Newton has a number of policies and procedures in place to perform actions, controls and checks to manage and reduce the risk of the conflict occurring. Assets Under Management As of December 31, 2023, the Firm had total assets under management of $47,862,573,370. This figure is comprised of: $47,527,720,208 managed on a discretionary basis; $334,853,162 managed on a non-discretionary basis As of December 31st, 2023, NIMNA also provided $8,229,016,323 of assets under advisement for a model of securities which the Firm does not arrange and as to which we do not affect the purchase or sale of securities. Class Actions: Litigation It is our policy that we do not advise, initiate or take any other action on behalf of clients relating to securities held in the client’s account managed by us in any legal proceeding (including, without limitation, class actions, class action settlements and bankruptcies). The Firm does not file proofs of claims relating to securities held in the client’s account and does not notify the client or the client’s custodian of class action settlements or bankruptcies relating in any way to such account. Typically, custodians submit filings in connection with class action settlements and handle bankruptcy filings. Each client should consult with its custodian and other service providers to ensure such coverage. Privacy Policy NIMNA does not have individual clients that meet the definition of consumer and only provides advisory services to institutional investors at this time. In the event that NIMNA were to enter into advisory agreements with a natural person the Firm’s privacy policy would be amended to address the specific requirements and regulations that the Firm would be subject to with respect to consumers and customers. We maintain physical, electronic and procedural safeguards that comply with all applicable federal and state regulations to safeguard non-public information. We are careful to limit access to nonpublic information. Our employees have access to client information based on their responsibilities. This access enables them to assist in completing transactions and resolving any client service issues that may arise. We may collect nonpublic personal information about our clients from account opening documentation and transactions with us. We do not share information subject to the privacy policy with anyone, except as authorized by the client or permitted by law.