Newton Investment Management North America LLC

ITEM 5. FEES AND COMPENSATION
Separate Accounts
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
based on the market value of the account at month end, quarter end or based on an average and generally
invoiced on a monthly or quarterly basis in arrears. The Firm adjusts management fees for significant cash flows
during the billing period on a pro-rata basis.

NIMNA enters into performance-based fee arrangements from time to time in accordance with the conditions and
requirements of Section 205-3 of the Advisers Act. Such arrangements are negotiated with each client and, thus,
the terms may vary. However, these arrangements typically provide for a fee based on the market value of the
account (at a specified month end, quarter end or based on an average and invoiced on a monthly or quarterly
basis in arrears), plus a performance fee based on the portfolio’s return for the relevant billing period. Some
accounts have a benchmark and/or a hurdle rate and others are absolute return strategies.

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 markups, 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 agreement with us for further information on how we
charge and collect fees. Please see Item 12 of this Brochure for more information on our brokerage practices.

Pooled Investment Vehicles
Sub-Advisory Fees

The Firm also serves as adviser or sub-adviser to investment companies, managed accounts, bank collective
investment trusts, pooled investment vehicles or other entities. For these investment advisory and/or sub-advisory
services, the Firm receives compensation based upon a percentage of assets under management and/or a
performance-based fee. These services include acting as a sub-adviser or sub-sub adviser to BNY affiliated and
non-affiliated funds.

Minimum Fees

The Firm may charge a minimum annual fee for our investment advisory services. Additionally, in some cases,
separate accounts are subject to minimum account sizes and vary depending upon the strategy. We reserve the
right to waive any minimum account size or minimum fee requirements and may be negotiated minimum annual
fees with clients and, therefore, may vary.

Terminations

Agreements relating to the provision of services provided by the Firm generally are terminable at any time by either
the client or the Firm subject to a mutually acceptable period of notice, which is usually approximately 30 days.
For a withdrawal or termination, the Firm considers the actual date of withdrawal of funds to be a fee-earning day.
The Firm does not consider the date of receipt of Funds to be a fee-earning day except in the case of an initial
funding on a new account. Market values are sourced from the Firm’s internal accounting systems unless
specifically directed otherwise by the client. Please refer to your investment management agreement, the collective
investment fund’s Schedule A for more information.

Fee Schedule

The fees charged by the Firm are provided below. These fees as described below reflect the highest tier of fees
per annum on the standard fee schedule and are not charged on the basis of a share of capital gains upon or
capital appreciation of the assets, or any portion of, the assets of the client. Accounts are generally billed quarterly
in arrears; however, some separate account clients may pay fees quarterly in advance, based upon their form of
contract. The fees associated with the investment strategies discussed in Item 8 of this Brochure are reflected
below.

Equity Product Line

                Investment Strategy                                    Fee Range per Annum

                     Global Equity                                           0.35 – 1.00%
                   Global Research                                           0.35 – 0.80%
                   Large Cap Value                                           0.25 – 0.55%
                  Small Cap Growth                                           0.60 – 1.00%
                   Small Cap Value                                           0.90 – 1.00%
                 Opportunistic Equity                                        0.60 – 1.00%
                  Multi-Factor Equity                                        0.15 – 0.80%
                   Thematic Equity                                           0.35 – 0.80%

Multi-Asset Product Line

                Investment Strategy                                     Fee Range per Annum
           Global Asset Allocation / Macro                                    0.35 – 0.80%
              Domestic Asset Allocation                                       0.25 - 0.40%
       Alternative Investments – Commodities                      0.50% base fee plus 10% of alpha
                  Active Commodity                                               0.40%
               Dynamic Factor Premia                                          0.50 – 0.75%

The Firm reserves the right, in our sole discretion, to negotiate or modify (either up or down) the basic fee
schedules set forth above 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
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Types of Clients
In addition to providing investment advisory services to proprietary accounts, banks or thrift institutions and other
institutional clients, including, without limitation, corporate pension and profit sharing plans, Taft-Hartley plans,
Voluntary Employee Beneficiary Associations (“VEBAs”), trusts, estates, sovereign wealth funds, central banks,
charitable institutions, foundations, endowments, municipalities, insurance companies, variable annuities, state
and local governments, religious organizations, U.S. registered investment companies, collective investment
vehicles, exchange-traded funds, Undertakings for Collective Investment in Transferable Securities, other non-

U.S. regulated funds, sovereign funds, separate accounts and other U.S. and international institutional accounts,
NIMNA also participates in separately managed account (“SMA”) arrangements where NIMNA is the acting
Investment Advisor or Model Provider, BNYSC has been retained, for certain SMA programs, as an Administrative
Service provider (for non-investment advisory operational support) in connection with the SMA programs for which
NIMNA has entered into an agreement with the relevant sponsor. For those U.S.-based SMA arrangements where
NIMNA has been retained as a subadvisor by BNYSC, NIMNA provides investment advisory services to BNYSC
in connection with SMA programs for which BNYSC has in turn entered into an investment advisory agreement
with the relevant sponsor.

Account Requirements
The Firm requires clients to execute a written investment management agreement with us which grants us
authority to manage their assets. However, as discussed in Item 4 of this Brochure, retention of our investment
advisory services may be obtained through various vehicles and arrangements. Please see Item 5 of this Brochure
for more information on how we charge fees.