GW&K Investment Management LLC

Item 5 – Fees and Compensation

Standard Fee Schedules
Investment Management Fees. GW&K is compensated for investment management
services through payments of fees made by its clients. GW&K’s standard annual
management fee schedule is generally 1.00% for equity strategies and 0.65% for fixed
income strategies on initial investment. Fee rates and breakpoints vary depending on
the size of an account and the investment strategy selected. This standard management
fee schedule may be modified in GW&K’s discretion from time to time. Performance-
based fees for certain strategies are also available and negotiable, subject to applicable
law. See Item 6 for further information.
Wealth Advisory Fees. For certain private wealth advisory clients who are seeking both
wealth advisory services in addition to investment management services, GW&K has
established a fee schedule designed to reflect the additional wealth advisory services
that are available alongside GW&K’s traditional investment management services. These
clients are charged a wealth advisory fee on the total balance of their account(s) for
wealth advisory services as well as investment management fees for GW&K’s investment
management services for the underlying investment strategy(ies) that are selected. All
fees are calculated as a percentage of a client’s assets under management as set forth in
the investment management agreement between GW&K and the private wealth client.
These clients would also pay any investment management or other fees charged by any
third-party managers that are selected for their account(s).
Standalone Financial Planning Fees – Private Wealth. As described in Item 4, for
individuals seeking only financial planning services, GW&K offers standalone financial
planning services without any obligation to commit to ongoing investment management
or wealth advisory services. Individuals pay a one-time fee that is typically due upon
completion of the client’s financial plan. GW&K offers multiple tiers of financial
planning services each at a set flat rate. GW&K reserves the right to negotiate these fees
should additional time, effort or expertise be required, or in other special circumstances.

                          GW&K Investment Management, LLC

General Information on Fees. GW&K has discretion over the fees that it charges to its
clients as well as any changes in its fee schedules. Fees may be negotiated depending on
a client’s special circumstances such as asset levels, service requirements, or other
factors. As a result of fee negotiation practices, similarly situated clients may pay
different fees for similar services, which may create a potential conflict of interest. In
some cases, GW&K may agree to offer clients a fee schedule that is lower than that of
other comparable clients in the same investment style or there may be historical fee
schedules with longstanding clients that differ from those applicable to new client
relationships. In addition, some accounts may have fee schedules that are higher than
our standard fee schedule. GW&K also reserves the right to waive all or a portion of its
fees at any time. The fees payable by a particular client are typically set forth in the
agreement between the client and GW&K, or (in the case of a client investing in a fund
or other pooled investment vehicle), the fees are typically set forth in the fund’s offering
documents.
With the exception of Standalone Financial Planning, which is offered as a one-time
fixed or flat fee basis, GW&K’s fees are typically billed monthly or quarterly in advance
or in arrears based on the client agreement. Fees are generally computed as a
percentage of the market value of the client account including cash and cash
equivalents. Market values are assessed on a daily basis and fees are calculated via an
automated billing system. A client may generally terminate the client’s agreement with
written notice to GW&K at which time, depending on the particular client contract, the
client would be reimbursed for the pro-rata portion of any fees paid in advance, or the
client would pay GW&K for the pro-rata portion of fees accrued but not yet paid for the
current month or quarter.
For client accounts where GW&K is responsible for calculating its fees, GW&K relies on
prices provided by independent third-party pricing services for purposes of valuing the
securities held in these accounts. GW&K may on occasion be required to “fair value
price” a security when a market price for that security is not readily available or when
GW&K has reason to believe that the market price is unreliable. When fair value pricing
a security, GW&K seeks to determine a price that would be obtained in the market if, in
fact, a market for the security existed. GW&K maintains policies and procedures for its
pricing processes to address potential conflicts of interest, including for any fair value
pricing situations. More information on fair value pricing and fee calculation is provided
in Item 7.

Fees for Specialized Accounts and Advisory Services

Subadvisory and Other Arrangements
GW&K has been engaged by certain investment advisers (including affiliated and non-
affiliated advisers or sponsors) to, and sponsors of, pooled investment vehicles such as
mutual funds, collective investment trusts, exchange traded funds (“ETFs”) and
Undertakings for Collective Investment in Transferable Securities (“UCITS”), for GW&K
to manage assets as a manager or subadviser to the fund. In this capacity, GW&K’s fees
are determined by contract with the adviser or sponsor.

                          GW&K Investment Management, LLC

Information about these funds, including a description of the management fees, is
generally contained in each fund’s prospectus or offering memorandum, which can
typically be found at each adviser’s or sponsor’s website as applicable.
Wrap Fee and Advisory Programs
Certain wrap program sponsors have engaged GW&K to manage assets as a program
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Item 7 – Types of Clients
As described in Item 4, GW&K provides investment management services for private
and high net worth clients, estates, pension and profit-sharing plans, charitable
foundations, endowments, corporations, private funds, mutual funds, UCITS funds,
collective trusts and other entities.
GW&K’s clients include investors with retirement assets that are covered under the
Employee Retirement Income Security Act of 1974 (ERISA). As such, GW&K is
considered a fiduciary under Title I of ERISA in certain scenarios where GW&K is
deemed to be giving rollover advice in relation to a client or prospective client’s ERISA
assets. Similar to GW&K’s fiduciary status as a SEC registered investment adviser, as a
fiduciary under ERISA, GW&K must make recommendations to its clients in regard to
their retirement assets that are in the best interests of the client.

Conditions for Managing Accounts
GW&K’s minimum account size varies by asset class and GW&K strategy. Minimum
account size is negotiable and may be waived or modified at GW&K’s discretion. In
circumstances where GW&K serves as an adviser within a wrap fee program or where
GW&K is an adviser or subadviser to other funds or accounts, the account minimums
are generally determined by the relevant program sponsor, fund, or account. Generally,

                          GW&K Investment Management, LLC

GW&K requires each direct separate account client to execute an investment
management agreement that details the nature of the discretionary investment advisory
authority given to GW&K.

Additional Information on Account Construction, Liquidation Processes,
Valuation of Securities and GW&K Fee Calculation Process
The amount of time required to fully invest new client accounts will vary from client to
client and depends on a number of factors including the investment strategy selected,
market conditions at the time of investment, size of the investment, and method used to
fund the investment.
When an account is funded either partially or fully in-kind, such as when stocks, bonds
or other securities are delivered to GW&K in addition to or instead of cash, it may take
GW&K longer to construct a complete portfolio, since some or all of those assets
typically must be sold before securities that GW&K believes are appropriate for the
account can be purchased. In addition, if these contributed in-kind securities are odd
lots, thinly traded or otherwise illiquid or difficult to value, there may be limitations on
GW&K’s ability to sell the securities and on the value that GW&K can ultimately realize
upon sale. GW&K will determine the timing of the sales of these securities in its
discretion. For accounts where securities are received in-kind, GW&K may be
instructed by the client not to sell the securities immediately, in order to spread the
capital gains over an extended period (e.g., 2 or 3 tax years). In these instances, GW&K
does not perform in-depth analysis of the security or issuer unless it is already followed
and researched by GW&K’s investment team. Holding one or more in-kind securities
can result in increased performance dispersion for that client account when compared
to the relevant benchmark or other accounts in the relevant investment strategy.
Other aspects of account construction that may delay completion of the process include,
but are not limited to, the market liquidity conditions of targeted securities and the
volume of trading activity at GW&K. For GW&K’s Municipal Bond Strategies, the
amount of new municipal bond issuance, the volume of new municipal bond accounts
opening or being funded at GW&K, and general market liquidity in municipal bonds can
impact the amount of time it takes GW&K to invest. Similarly, for GW&K’s Taxable
Bond Strategies, market liquidity in various taxable bond sectors, including corporate
bonds (particularly high yield corporate bonds), mortgage-backed securities, and
treasuries can also impact the amount of time it takes GW&K to invest. Under normal
market conditions, it generally takes up to 12 weeks or more to invest a new Municipal
Bond account, and it could take several weeks to invest a new equity account or Taxable
Bond account. The time to invest any account may be longer in periods of market stress,
volatility or lower liquidity, or if GW&K determines that more time is needed for the
investment process for a particular account. Furthermore, these factors can cause an
account’s performance to differ from other accounts invested in the same strategy.
For clients investing in GW&K investment strategies through sponsored programs that
have placed the client’s account “on-hold” or otherwise halted the account (for example,
due to incomplete required account related information, or other issues occurring at the
sponsor), GW&K will typically be unable to manage such account while it is halted at the

                          GW&K Investment Management, LLC

direction of the sponsor. Sponsor-imposed account halts can cause the account’s
performance to vary materially from other accounts in the same investment strategy.
The portfolio liquidation process can be similarly affected by market liquidity conditions
and the volume of trading activity at GW&K, particularly for Municipal Bond accounts.
Generally, GW&K may take up to two weeks or more to complete a full or partial
liquidation request for a client account, as GW&K determines what it believes are the
most reasonable opportunities to sell each security. In cases when clients instruct
GW&K to liquidate an account more quickly, the proceeds realized from the liquidation
may be adversely impacted by GW&K having less time to sell the securities, particularly
in periods of market stress, volatility or lower liquidity. The portfolio liquidation
process for a particular client account may take longer in periods of significant market
stress, volatility or lower liquidity, and the proceeds realized may be adversely impacted
by these conditions as well.
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