Beutel Goodman & Company Ltd

Item 5 – Fees and Compensation

Standard Fee Schedule
Beutel Goodman is compensated for its investment advisory services through payments of fees
made by our clients. Beutel Goodman’s standard fee schedule is included below. This standard
fee schedule may be modified from time to time.
Institutional Portfolio Management
The annual fee for Institutional Portfolio Management services will be charged as a percentage
of assets under management, according to the schedules below:

U.S. Equities
First $50 million     0.50%
Over $50 million      0.40%

Total World Equities
First $50 million    0.50%
Over $50 million     0.40%

International/ EAFE Equities
First $25 million    0.60%
Over $25 million     0.55%

Global Equities
First $25 million     0.60%
Over $25 million      0.55%

Global Dividend Equities
First $25 million    0.60%
Over $25 million     0.55%

World Focus Equities
First $25 million    0.60%
Over $25 million     0.55%

Canadian Large Cap Equities
                    0.35%

Canadian Equities including Small Cap
                      0.40%

Canadian Dividend and North American Focus
First $100 million  0.40%
Over $100 million   0.35%

Fixed Income – FTSE Canada Universe and Long-Term Bonds
First $25 million   0.200%
Next $175 million   0.165%
Next $200 million   0.100%
Over $400 million   0.060%

Short-Term Bonds
First $25 million   0.150%
Next $175 million   0.120%
Next $200 million   0.060%
Over $400 million   0.050%

Core Plus Bonds
First $25 million   0.250%
Next $175 million   0.175%
Next $200 million   0.120%
Over $400 million   0.075%

Private Client Group
For Private Client Group clients, Beutel Goodman charges a portfolio management fee based on
a percentage of assets under management. For the standard fee schedule, a fee of 1% per annum
is charged on the first $1 million of assets under management, 0.75% per annum on the next $3
million and 0.50% per annum on the remainder, calculated based on the daily average balance of
the market value of the investment portfolio and billed quarterly, and subject to a minimum fee
based on the kind of account.
A minimum of $1 million of assets under management is generally required for this service.

Private Pooled Investment Vehicles Sponsored by Beutel Goodman
Beutel Goodman sponsors various privately-offered pooled investment vehicles that may be
offered to individuals in the United States, not institutions in the United States. These entities are
neither registered under the Securities Act of 1933, nor registered under the Investment
Company Act of 1940. Accordingly, interests in these funds are offered exclusively to investors
satisfying the applicable eligibility and suitability requirements either in private placement
transactions within the United States or in offshore transactions. No offer to sell these funds is
made by the descriptions in this Brochure, and as noted these funds are available only to
investors that are properly qualified.

For Private Client Group pooled fund clients, certain management fees and operating expenses
and other costs, inclusive of applicable taxes, may be paid directly by the funds to Beutel
Goodman and not charged separately at the account level. Beutel Goodman reserves the right to
waive some or all fees for certain investors in the funds, including for investors who are
affiliated with Beutel Goodman. Fees for such services are generally set forth in the investment
management agreement with the client.

Mutual Funds Sponsored by Beutel Goodman
Beutel Goodman currently advises several Canadian mutual funds sponsored by Beutel
Goodman and known as the Beutel Goodman Managed Funds. The annual fees for mutual funds
advised by Beutel Goodman are set forth in their public filings. Information concerning these
funds, including a description of the services provided and advisory fees, is generally contained
in each fund's prospectus, which can be found at www.beutelgoodman.com.
General Information on Fees
Notwithstanding this fee schedule, and subject to applicable laws and regulations, Beutel
Goodman retains discretion over the fees that it charges to its clients, as well as any changes in
its fee schedules. Fees may be negotiated in the firm’s sole discretion in light of a client’s
special circumstances, such as asset levels, service requirements, or other factors. In some cases,
Beutel Goodman may agree to offer clients a fee schedule that is lower than that of any other
comparable clients in the same investment style. In addition, there may be historical fee
schedules with longstanding clients that differ from those applicable to new client relationships.
For comparable services, other investment advisers may charge higher or lower fees than those
charged by Beutel Goodman. Advisory fees may be subject to a specified annual minimum;
however, Beutel Goodman reserves the right to waive all or a portion of its management fee and
negotiate minimum annual fees.

Fees for advisory services are generally billed separately either monthly or quarterly, in advance
or in arrears, and are prorated to the date of termination if the client terminates their relationship
with the firm. Fees are also prorated at the inception of the investment advisory agreement to
cover only the period of time the account assets were under management.
The fees charged to clients generally are computed as a percentage of the value of the assets
under management. To calculate advisory fees, Beutel Goodman generally relies on prices
provided by third-party pricing services, custodians, and/or broker/dealers or platform sponsors
for purposes of valuing portfolio securities held in client accounts. Beutel Goodman may, on
occasion, be required to “fair value price” a security when a market price for that security is not
readily available or when Beutel Goodman has reason to believe that the market price is
unreliable. When “fair value pricing” a security, Beutel Goodman will use various sources of
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Types of Clients
Beutel Goodman provides portfolio management services to corporations and business entities,
corporate pension and profit-sharing plans, public pension plans, charitable institutions,
foundations, endowments, municipalities, registered mutual funds, private investment funds,
trust programs, high net worth individuals and other U.S. and international public, quasi-public,
and private institutions. Beutel Goodman also is a sub-advisor to certain investment companies
registered and domiciled in Canada and is a sub-advisor to several wrap-fee programs.
Conditions for Managing Accounts
As a general rule, Beutel Goodman requires a minimum account size of $10 million for
institutional portfolio management clients and $1 million for Private Client Group investors.
However, the minimum account size is negotiable and may be waived or modified at Beutel
Goodman’s discretion. In those circumstances where Beutel Goodman serves as an adviser
within a wrap fee program or is an adviser or sub-adviser to other funds or accounts, the account
minimums are generally determined by Beutel Goodman’s agreement with the relevant wrap fee
program sponsor, fund, or account. Beutel Goodman requires each client to execute an
investment management agreement that details the nature of the discretionary investment
advisory authority given to Beutel Goodman.