DISCRETIONARY – INVESTMENT MANAGEMENT/ADVICE BACKGROUND The Firm was incorporated on 6 June 1978 with Reed Stenhouse, a Scottish insurance broker. Following Alexander & Alexander’s acquisition of the company in 1986, the company was reorganized and renamed Newton Investment Management. Newton’s management bought out the Alexander & Alexander stake in 1992 and in November 1994 acquired the Capital House group of companies from the Royal Bank of Scotland plc (RBS), with RBS purchasing a 33% interest in the company. Newton became a subsidiary of BNY Mellon on July 23 1998. The Firm is authorized and regulated in the United Kingdom by the Financial Conduct Authority (“FCA”) and has both U.S. and non-U.S. clients. On August 27 1992 Newton Investment Management (North America) Limited (“Newton North America Limited”), an affiliate of the Firm, became registered in the United States with the Securities and Exchange Commission (“SEC”) as an investment adviser. On December 31st 2019, Newton North America Limited transferred its entire investment advisory business to Newton and Newton succeeded its registration status as an investment adviser with the SEC. Please note that this registration does not imply a particular level of skill or training on the part of the Firm. 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”). The Newton Group currently includes:
• Newton Investment Management North America LLC (“NIMNA LLC”), and;
• Newton Investment Management Japan Limited (“NIMJ”). NIMNA LLC was established in 2021 and incorporates the equity and multi-asset teams from an affiliate, Mellon Investments Corporation, and NIMJ was established in March 2023 and incorporates 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 Limited. ADVISORY BUSINESS The Firm is an investment adviser registered with the SEC pursuant to the Investment Advisers Act of 1940. The Firm provides investment advisory services to institutional clients including U.S. and non-U.S. clients. In providing advisory services to non-U.S. clients, we are subject to additional non-U.S. regulation in the United Kingdom and currently rely on certain exemptions from registration in Canada and Australia. We provide discretionary and non-discretionary investment advisory services to institutional investors in the form of separate accounts, act as sub-adviser to registered investment companies, UCITS funds, private funds, and other commingled vehicles, including collective investment funds that are offered or maintained by The Bank of New York Mellon and its affiliates, and to other investment advisers through sub-advisory agreements. For separate accounts, we offer investment advisory services tailored to meet clients’ individual investment goals. We work with clients to create investment guidelines mutually acceptable to the client and the Firm. When creating investment guidelines, clients are able to impose investment restrictions on certain individual securities or types of securities. Clients who impose investment restrictions are advised that such restrictions can limit our ability to employ a particular strategy and can potentially result in investment performance that differs from the intended strategy and from other accounts that have not imposed such restrictions. The strategies in which we may invest client assets are described in Item 8 and the fees we receive for managing such strategies are described in Items 5 and 6. Certain Newton employees are also officers of one or more Firm affiliates (“dual officers”). If consistent with a client’s investment objectives and otherwise suitable, we invest client assets in collective investment funds for which The Bank of New York Mellon, an affiliated New York chartered bank (the “Bank”) serves as trustee and account custodian. We also manage assets of collective investment funds as a sub-adviser appointed by the Bank. The collective investment funds are further described in Schedule A(s) of the applicable collective investment fund plan documents, which are available upon request. Please also see Item 10 for more information on our dual officer/employee arrangements (Dual Officers and Employees). MANAGED ACCOUNT/WRAP FEE PROGRAMS The Firm serves as a non-discretionary sub-adviser in connection with managed account/wrap-fee programs. Newton currently has two contracted arrangements with affiliates, as sub-adviser, they are with:
• BNY Mellon Securities Corporation (“BNYMSC”) and
• Bank of New York Mellon Corporation Wealth Management (“BNYMW”) A client in a wrap fee program (“wrap fee program”) typically receives professional 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 and 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 or not 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 clients 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. We do 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 effect 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. Wrap fee 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 an investment strategy, which includes a description of the services provided by the program sponsor and the applicable fee schedule. The fees and features of each wrap fee program vary and therefore wrap fee program clients should consult the program sponsor’s brochure for the fees and features applicable to their program. We do not act as a program sponsor of any wrap fee program. Program sponsors, however, obtain brokerage, clearing and other wrap fee program services from affiliates of ours, including BNYMSC and BNYMW. OWNERSHIP AND ASSETS UNDER MANAGEMENT Our ownership structure includes: BNY Mellon Corporation, BNY Mellon IHC, LLC, MBC Investments Corporation, BNY Mellon Investment Management (Jersey) Limited, BNY Mellon Investment Management Europe Holdings Limited, BNY Mellon International Asset Management Group Limited and Newton Management Limited. Newton Management Limited owns 100% of the Firm. As of December 31st 2023 the Firm had total assets under management of $45,253,888,211. This figure comprised of: $45, 249,123,033 managed on a discretionary basis; $4,765,177 managed on a non-discretionary basis. CLASS ACTIONS Class Actions; Litigation: It is our policy that we do not advise, initiate or take any other action on behalf of clients relating to securities held in the client’s account managed by us in any legal proceeding (including, without limitation, class actions, class action settlements and bankruptcies). The Firm does not file proofs of claims relating to securities held in the client’s account and does not notify the client or the client’s custodian of class action settlements or bankruptcies relating in any way to such account. Typically, custodians submit filings in connection with class action settlements and handle bankruptcy filings. Each client should consult with its custodian and other service providers to ensure such coverage.