Newton Investment Management Ltd

ITEM 5. FEES AND COMPENSATION
SEPARATE ACCOUNTS AND SUB-ADVISORY
We provide investment advisory separate account services for a fee. This fee is typically charged as a percentage of
assets under our management. Although this fee is typically expressed as an annual percentage, it is calculated
quarterly based on closing net assets at each quarter end. We calculate each quarter as 90 days divided by 360 days
but can adjust to the exact number of days where there are large investments, disinvestments, terminations or new fees
in the period. A client’s investment advisory agreement in most instances provides that the client will incur fees and
expenses in addition to our advisory fees such as custody, brokerage and other transaction costs, administrative and
other expenses. Examples of other costs and expenses include mark-ups, mark-downs and other amounts included in
the price of a security, odd-lot differentials, transfer taxes, wire transfer fees and electronic fund fees. Clients are
encouraged to carefully review their investment advisory agreements with us for further information on how we report
on the effect of costs and charges, and how we charge and collect fees. Please see Item 12 of this Brochure for more
information on our brokerage practices.

We reserve the right, at our sole discretion, to negotiate or modify (either up or down) the fee schedule(s) below for any
client due to a variety of factors, including but not limited to the level of reporting and administrative operations required
to service an account; the investment strategy or style; the number of portfolios or accounts involved; and/or the number
and types of services provided to the client. Because our fees are negotiable, the fee paid by any client or group of
clients in many instances differs from the fees set out in our standard fee schedule(s) set forth below.

The Firm’s standard fees are as follows:

Institutional separate account – Concentrated global equity, global equity income, sustainable global equity income and
international equity income strategies
   0.650% per annum on the first $100m
   0.50% per annum on the next $150m
   0.40% per annum thereafter

Institutional separate account – Global equity, sustainable global equity, international equity, sustainable international
equity, sustainable US equity, future food, future life and future earth strategies
   0.60% per annum on the first $100m
   0.50% per annum on the next $150m
   0.40% per annum thereafter

Institutional separate account – Global emerging market equity and sustainable global emerging market equity strategies
   0.75% per annum on the first $100m
   0.60% per annum on the next $150m
   0.50% per annum thereafter

Institutional separate account – Global bond strategy
   0.28% per annum on the first $100m
   0.20% per annum on the next $150m
   0.15% per annum thereafter

Institutional separate account – Global dynamic bond, sustainable global dynamic bond and global dynamic bond
income strategies
   0.35% per annum on the first $100m
   0.30% per annum on the next $150m
   0.20% per annum thereafter

Institutional separate account – Global real return and sustainable global real return strategies
   Stepped fee rate
   0.75% below $65m
   0.65% (on all assets) when AUM is between $65m to $130m
   0.60% (on all assets) when AUM is between $130m to $260m
   0.55% (on all assets) when AUM is between $260m to $390m
   0.50% (on all assets) when AUM is in excess of $390m

Please note: Global real return separate accounts are subject to a minimum level of assets under management (“AUM”),
details of which are available upon request.

Where suitable and otherwise appropriate, we invest client assets in pooled investment vehicles that could be managed
by us, an affiliate or an external party, (such as exchange traded funds, funds of funds, unit trusts etc.) that themselves
charge advisory fees and operational expenses such as transfer agent, distribution, shareholder servicing, networking,
and recordkeeping fees. If a client is invested in any such pooled investment vehicle, you will indirectly assume these
fees and expenses and, as a result, you will pay higher expenses than if you invested directly in the securities held by
the pooled investment vehicle.

A majority of our fees are based on valuations provided by clients’ custodians or pooled investment vehicles’
administrators. Generally, we do not price securities or other assets for purposes of determining fees. From time to
time, however, and only to the extent permitted by applicable law (including ERISA), we or one of our affiliates are called
upon either to value, or to participate in the valuation process concerning, securities held in client accounts or pooled
investment vehicles that we advise, generally only to the extent that market price for the security is not readily available,
or where we or our affiliate have reason to believe that the market price is unreliable. We have a conflict of interest in
situations where we are involved in the determination of the valuation of an investment because we can benefit by
receiving a fee based on the impact, if any, of the increased value of assets in the account. We mitigate any such conflict
by requiring, to the extent practicable, pricing from an independent third-party pricing vendor. If vendor pricing is
unavailable, we then look to other observable inputs for the valuations including broker-dealers, index providers, and, if
applicable, fair value pricing committees of affiliated mutual fund entities. In the event that a vendor price or other
observable inputs are unavailable or deemed unreliable, we have established a Pricing and Valuation Oversight Group
to make a reasonable determination of a security’s fair value.

Sub-Advisory Fees

The Firm also serves as adviser or sub-adviser to investment companies, managed accounts, pooled investment
...

TYPES OF CLIENTS
We provide investment advisory services to a wide variety of institutional clients, including U.S. registered investment
companies, collective investment funds offered and maintained by the Bank or its affiliates, corporate pension and profit
sharing plans, Taft-Hartley plans, Voluntary Employee Beneficiary Associations (“VEBAs”), public plans, trusts,
charitable institutions, foundations, endowments, insurance groups, municipalities, family office entities, and sovereign
funds as well as other U.S. and international institutions and other non-US regulated funds.

ACCOUNT REQUIREMENTS
We require clients to execute a written investment management agreement with us which grants us authority to manage
their assets. Separate accounts are subject to minimum account sizes which vary depending on the strategy, but also
on the complexity of the mandate, therefore each opportunity is assessed on a case-by-case basis; such accounts also
be subject to minimum annual fees; see Item 5 for more information. Although these are the minimum stated account
sizes, from time to time we accept smaller accounts depending on the nature of the client and prospective incremental
funding rates or where a relationship currently exists with the client. The Firm reserves the right to waive the minimum
account size and negotiate fee rates at its sole discretion.