Nippon Life Global Investors Americas, Inc. (“NLGIA”) was formed in 1987 and is a wholly owned subsidiary of Nippon Life Insurance Co. (“NLI”), a Japanese corporation involved in the insurance business. NLGIA was formed for the sole purpose of providing investment advisory services to NLI and its affiliates through investment funds and sub-funds and special purpose investment vehicles (“SPVs”), (collectively “clients”) in which NLI holds a majority (more than 99%) of the beneficial interest. Certain SPVs are managed by unaffiliated third parties and sub-advised by NLGIA. Other SPVs are managed directly by NLGIA. As of December 31, 2018, NLGIA managed $11.2 billion on a discretionary basis and $749 million on a non-discretionary basis on behalf of NLI, its affiliates and other minority investors. NLGIA also serves in an advisory role to an affiliated investment adviser, Nissay Asset Management Corporation (“NAMCO”). NLGIA makes investment recommendations for NAMCO; however, NLGIA is not responsible for implementing the recommended transactions. The terms of the investment management agreement, investment sub-management agreement or investment guidelines determines whether NLGIA has full discretion in choosing investments. NLGIA’s advisory services consist of making recommendations in real estate funds, infrastructure funds, private equity funds, hedge funds, private debt funds and in the equity and fixed income markets. NLGIA is subject to certain investment restrictions placed on the SPVs, such as cash management restrictions, credit quality guidelines, and exposure limitations, among others. please register to get more info

For advisory services provided to NLI and its affiliates, NLGIA charges management fees based on a percentage of the net asset value or commitment amount of the funds or sub-funds NLGIA manages. The fees range from .5% to .02% based on the total value of the funds or sub-funds. Generally fees are billed and collected quarterly in arrears; however, in some instances fees are billed and collected semi-annually in arrears.

NLGIA’s fees do not include brokerage commissions, spreads, transaction fees, and other related costs and expenses that are typically paid directly by each client account. Clients also may incur other fees or expenses charged to by other service providers such as custodians, fund administrators, or other investment advisers selected by the client. Such charges, fees and commissions are exclusive of, and in addition to NLGIA’s fee, and NLGIA does not receive any portion of these commissions, fees, and costs. Information regarding NLGIA’s brokerage practices is included in this brochure under the heading Brokerage Practices. In addition, when investing in other private funds, clients will incur fees and expenses charged to investors in those funds. please register to get more info

Performance based or incentive fees are fees based on a share of capital gains on or capital appreciation of the assets of a client. An adviser charging performance fees to some accounts faces a variety of conflicts because the adviser can potentially receive greater fees from its accounts having a performance-based compensation structure than from those accounts it charges a fee unrelated to performance (e.g., an asset-based fee). As a result, the adviser may have an incentive to direct the best investment ideas to, or to allocate or sequence trades in favor of, the account that pays a performance fee. NLGIA does not charge any performance fees. please register to get more info

NLGIA provides investment management services to the investment funds and SPVs in which NLI holds majority of the beneficial interest. The funds and SPVs are domiciled in the Cayman Islands and Luxembourg. NLGIA also provides investment research services and recommendations to its affiliate, NAMCO. Decisions for the recommended investments are made by NAMCO. please register to get more info

NLGIA provides advice with respect to investments which include:


• U.S. fixed income securities
• U.S. equities
• Hedge funds
• Real estate funds
• Infrastructure funds
• Private equity funds
• Private debt funds NLGIA uses a system of multiple portfolio managers and analysts to make investment decisions. Portfolio managers and analysts are organized into several dedicated investment teams determined by investment type. For example, there is an investment team responsible for researching and selecting U.S. equities. The basic investment philosophy of each team is to seek to invest in attractively valued securities that represent long-term investment opportunities. All investing involves a risk of loss and the investment strategy offered by NLGIA could lose money over short or even long periods. Performance could be negatively impacted by a number of different market risks including but not limited to:
• Market conditions – the prices of common stocks and other securities may decline due to market conditions and other factors, including those directly involving the issuer.


• Security selection – the identification of securities representing high quality businesses and management teams is a difficult task, and there are no assurances that such opportunities will be successfully recognized over the long term. While such investments offer the opportunities for above-average capital appreciation, they also involve a high degree of financial risk and can result in substantial losses.


• Investments in Fixed Income Securities - Risks associated with investing in fixed income securities (i.e. bonds) include: o The bond issuer’s inability to pay interest or repay the bond; o Changes in market interest rates cause the bond’s value to fall; o Illiquidity in the bond market may make the bond difficult or impossible to sell; o The bond issuer may repay the bond prior to maturity; or o Inflation may reduce the effective yield on the bond’s interest payments


• Bonds Call Provisions - Many bonds, including agency, corporate and municipal bonds, and all mortgage-backed securities, contain a provision that allows the issuer to “call” all or part of the issue before the bond’s maturity date. The issuer usually retains this right to refinance the bond in the future if market interest rates decline below the coupon rate. There are three disadvantages to the call provision. First, the cash flow pattern of a callable bond is not known with certainty. Second, because the issuer will call the bonds when interest rates have dropped, clients are exposed to reinvestment rate risk – clients will have to reinvest the proceeds received when the bond is called at lower interest rates. Finally, the capital appreciation potential of a bond will be reduced because the price of a callable bond may not rise much above the price at which the issuer may call the bond.
• Investments in Private Funds – investment in private funds tend to be illiquid and this could impair NLGIA’s ability to redeem an investment from private funds. In addition, NLGIA will have no ability to assess the accuracy of the valuations received from the private funds since asset values will typically be estimates, subject to revision through the end of each underlying fund's annual audit.
• Cyber Security Risk - as the use of technologies, such as the internet, has become more common in conducting business, NLGIA may be more susceptible to operational, information security, and related risks in connection with breaches in cyber security. Generally, a cyber security failure may result from either intentional attacks or unintentional events and include, but are not limited to, gaining unauthorized access to digital systems, misappropriating assets or sensitive information, causing NLGIA and/or its clients to lose proprietary information, corrupting data, or causing operational disruption, including denial- of-service attacks on websites. A cyber security failure could cause NLGIA and/or its clients to become subject to regulatory penalties, reputational damage, additional compliance costs associated with corrective measures, and/or financial losses. Cyber security failures may involve third party service providers, joint venture partners, and investments made by, or counterparties in transactions with, NLGIA or its clients. NLGIA has established policies and procedures reasonably designed to reduce the risks associated with cyber security failures; however, there can be no assurance that these policies and procedures will prevent or mitigate the impact of cyber security failures. please register to get more info

NLGIA and its employees have not been involved in any legal or disciplinary events in the past 10 years that would be material to a client’s evaluation of the company or its personnel. please register to get more info

NLGIA and its employees do not have any relationships or arrangements with other financial services companies that pose material conflicts of interest. However, NLGIA has relationships with various companies also owned or affiliated with NLI, NLGIA’s parent company. NLGIA does have an arrangement that is material to its advisory business with NAMCO, a subsidiary of NLI located in Japan. NLGIA provides investment research services and recommendations to NAMCO. NLGIA also has an arrangement with Nippon Life Global Investors Europe PLC (“NLGIE”), a wholly owned subsidiary of NLI in the United Kingdom, whereby NLGIE provides to NLGIA research services on European private equity funds. please register to get more info

Transactions and Personal Trading
NLGIA has adopted a written Code of Ethics (the “Code”) designed to address and avoid potential conflicts of interest as required under Rule 204A-1 of the Investment Advisers Act of 1940 (the “Rule”). This Rule requires NLGIA to adopt a code of ethics that sets forth a standard of business conduct and compliance with federal securities laws by all of NLGIA’s employees. NLGIA’s Code contains policies and procedures that ensure that all personal securities trading by NLGIA’s employees are conducted in such a manner as to avoid conflicts of interest or any abuse of an individual’s position of trust and responsibility. NLGIA’s Code requires, among other things, that employees:
• Act with competence, dignity, integrity and in an ethical manner when dealing with clients, the public, prospective clients, third-party service providers and colleagues;
• Place the integrity of the investment profession and the interests of clients above one’s own personal interest;
• Adhere to the fundamental standard that employees should not take inappropriate advantage of their position;
• To act solely in the best interest of the client and make full and fair disclosure of any conflict of interest;
• To the extent practicable, avoid or disclose any conflicts of interest that are material to providing investment advisory services to clients;
• Conduct all personal securities transactions in a manner consistent with the Code;


• Use reasonable care and exercise independent professional judgment when conducting investment analysis, making investment recommendations, taking investment actions, and engaging in other professional activities; and


• Abide by the requirements contained in the Investment Advisers Act of 1940, as amended, and rules thereunder, as well as applicable provisions of the Federal Securities laws.

NLGIA’s Code prohibits employees from trading in certain securities and also requires employees to: 1) pre-clear certain personal securities transactions, 2) report personal securities transactions on at least a quarterly basis, and 3) provide NLGIA with a detailed summary of certain holdings (both initially upon commencement of employment and annually thereafter) over which such employees have a direct or indirect beneficial interest.

A copy of NLGIA’s Code shall be provided to any client or prospective client upon request. please register to get more info

NLGIA focuses on making investments in private and public securities. To the extent it acquires private securities, NLGIA does not ordinarily deal with any financial intermediary such as a broker- dealer, and commissions are not ordinarily payable in connection with such investments. To the extent NLGIA transacts in public securities it intends to select brokers based upon the broker’s ability to provide best execution. NLGIA is generally authorized to determine: (1) which securities or other instruments to buy or sell; (2) the total amount of securities or other instruments to buy or sell; (3) the executing broker or dealer for any transaction; and (4) the commission rates or commission equivalents charged for transactions.

In making its decisions regarding the allocation of brokerage transactions, NLGIA will consider a variety of factors including but not limited to: (i) the ability to effect prompt and reliable executions at favorable prices (including the applicable dealer spread or commission, if any); (ii) the operational efficiency with which transactions are effected (such as prompt and accurate confirmation and delivery), taking into account the size of order and difficulty of execution; (iii) the financial strength, integrity and stability of the broker-dealer or counter party; (iv) the competitiveness of commission rates in comparison with other broker-dealers; and (v) ability to provide corporate access (such as number of corporate meetings arranged). Although NLGIA generally seeks competitive commission rates and commission equivalents, it will not necessarily pay the lowest commission or equivalent. Transactions may involve specialized services on the part of a broker-dealer, which may justify higher commissions and equivalents than would be the case for more routine services. NLGIA does not participate in any soft dollar arrangements outside of eligible “research or brokerage services” under Section 28 (e) of the Securities Exchange Act of 1934 such as receiving research reports analyzing the performance of a particular company or stock. These services received from brokers and dealers are supplemental to NLGIA’s own research effort. To the best of NLGIA’s knowledge, these services are generally made available to all institutional investors doing business with such broker-dealers. NLGIA does not separately compensate such broker- dealers for these services and does not believe that it “pays-up” for such broker-dealers’ services due to the difficulty associated with the broker-dealers not breaking out the costs for such services.

NLGIA executes certain fixed income transactions through a third party electronic trading platform (the “Platform”) that supports various classes of fixed income securities. The access fees assessed by the Platform are paid by NLGIA and not its clients, and, depending on the volume of trades, the Platform provides NLGIA with a small discount off of these fees. The receipt of this discount could be viewed as a conflict of interest in that NLGIA could have an incentive to trade through the Platform in order to receive the discount. However, NLGIA believes this potential conflict is mitigated or minimized because the size of the discount relative to NLGIA’s trading volume and the assessed fees is small. The Platform is a widely used in the industry and NLGIA believes its usage increases its ability to achieve best execution for its clients. Furthermore, NLGIA trades through the Platform at the best net price considering all relevant circumstances. It does not base its trading decisions on whether or not the Platform provides NLGIA with a discount.

NLGIA implements investment decisions based on the investment guidelines of each account. When an investment decision is appropriate for more than one client, it is NLGIA’s policy to allocate the investment on a pro rata basis. However, in case of limited investment opportunities and partial fills, the Portfolio Manager may allocate the investment in a manner other than pro-rata after obtaining approval from the President, CCO or head of the portfolio management team. please register to get more info

Accounts are monitored and reviewed on a regular basis by NLGIA’s portfolio management team. The portfolio managers analyze portfolio positions, market trends, and investment opportunities. Portfolio positions are monitored against the net asset value. Risk management tools are also used to systematically track exposures. Cash positions are monitored to ensure appropriate liquidity and portfolio balance. In addition, reviews of clients’ investment objectives are conducted regularly and determinations are made as to whether the investment strategy can reasonably be expected to meet account objectives. NLGIA also regularly provides reports to NLI and its affiliates that include updates on account performance. please register to get more info

NLGIA does not compensate any person for client referrals nor does it offer or receive sales awards or prizes for providing investment advice to clients. please register to get more info

NGLIA does not act as a custodian for client assets. All clients’ funds and securities are held in the custody of unaffiliated broker/dealers or banks, and NLGIA does not have access to these assets. Account custodians send statements directly to the clients. please register to get more info

For accounts that clients have granted NLGIA trading discretion, NLGIA will select the securities and amount to be bought or sold without obtaining specific consent from NLI or its affiliates. Any limitations placed on NLGIA’s discretionary authority are described in the investment management agreement, investment sub-management agreement, funds’ governing documents or investment guidelines with the client. As noted above, NLGIA acts in an advisory role to certain clients. NLGIA does not exercise investment discretion over the assets of these clients. please register to get more info

In accordance with its fiduciary duty to clients and Rule 206(4)-6 of the Investment Advisers Act, NLGIA has adopted and implemented written policies and procedures governing the voting of client securities. All proxies that NLGIA receives are voted in accordance with these policies and procedures.

NLGIA employs a screening process that involves a careful evaluation of the company’s performance (Proxy Voting Screening Guideline). If the company passes NLGIA’s screening process, NLGIA will generally vote with the recommendation of company management. If the company fails the screening process, NLGIA will closely examine the proxy before determining how it will vote. NLGIA has not identified any material conflicts of interest in connection with past proxy votes. Absent specific client instructions, if NLGIA identifies a material conflict of interest, it will seek the client’s direction on such vote. A copy of NLGIA’s proxy voting policies and procedures, as well as specific information about how NLGIA has voted in the past, is available upon written request, by contacting NLGIA’s Chief Compliance Officer. please register to get more info

NLGIA has never filed for bankruptcy and is not aware of any financial condition that is expected to affect its ability to manage client accounts. please register to get more info