Foyston Gordon & Payne Inc

Item 5 – Fees and Compensation

Standard Fee Schedule
FGP is compensated for its investment advisory services through payments of fees made by our clients.
FGP’s standard fee schedules are included below. These standard fee schedules may be modified from time
to time.

Investment Services Provided
FGP manages, on a discretionary basis, investment portfolios for pension funds, group retirement plans,
mutual funds, foundations and endowments, and individuals. See “Item 7 – Types of Clients.” As previously
noted, the Firm is also the manager of the FGP Pooled Funds, which are not offered in the United
States. Fees can be charged in either U.S. dollars (based on the value of assets under management
expressed in U.S. dollars) or in Canadian dollars (based on the value of assets under management expressed
in Canadian dollars) depending on client instructions. Fee schedules are the same in either instance.

Generally, the minimum client relationship size is $10 million for Institutional clients and $1 million for
individual clients. See “Conditions for Managing Accounts” under “Item 7 – Types of Clients” of this Brochure.

Institutional Clients

 Equity:                                           Base Fee       First      Next              Balance
                                                                 $50M       $25M
   FGP Canadian Equity                                           0.45%       0.40%             0.30%
   FGP Canadian Ex-Energy Equity                                 0.45%       0.40%             0.30%
   FGP Canadian Equity Dividend                                  0.45%       0.40%             0.30%
   FGP Small Cap Canadian Equity                    0.75%
   FGP U.S. Equity                                               0.45%       0.30%             0.20%
   FGP International Equity                                      0.75%       0.60%             0.50%
   FGP Global Equity                                             0.75%       0.60%             0.50%
   FGP Global Smaller Companies                                  0.75%       0.60%             0.50%

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 Fixed Income:                                      Base Fee        First      Next       Next      Balance
                                                                   $25M       $50M        $50M
   FGP Money Market                                   0.10%
   FGP Universe Bond                                              0.24%        0.18%                 0.14%
   FGP Short Term Bond                                            0.22%        0.16%                 0.12%
   FGP Long Term Bond                                             0.24%        0.18%                 0.14%
   FGP Corporate Bond                                             0.30%       0.24%       0.20%      0.18%
   FGP Corporate Plus Bond                                        0.40%       0.34%       0.30%      0.28%
   FGP Preferred Share                                0.65%
   FGP Core Plus Bond (FoF)                                       0.30%        0.24%      0.24%      0.18%
 Real Estate:                                           First      Next        Next       Next      Balance
                                                        $5M       $20M        $50M        $50M
   FGP Mortgage                                      0.80%        0.75%        0.70%      0.60%      0.50%
 Balanced:                                          Base Fee       First       Next               Balance
                                                                   $5M        $45M
   FGP Balanced (FoF)                                             0.80%        0.33%              0.30%
   FGP Private Balanced (FoF)                                     0.80%        0.33%              0.30%
   FGP Income (FoF)                                   0.40%
 FGP Solutions:                                       First         Next       Next               Balance
                                                     $25M          $25M       $50M
   FGP Solutions – Global Balanced                    0.40%       0.35%        0.30%              0.25%

Individual Clients

 Segregated Investment Management                Pooled Fund Investment Management
                                                 (not offered in the US)
 1.50% on the first $5,000,000 per annum         1.25% on the first $2,000,000 per annum
 1.00% on the first $5,000,000 per annum         1.00% on the first $5,000,000 per annum
 0.75% on the balance                            0.75% on the balance

The above individual client fee schedules are generally subject to a minimum annual fee of $12,500 for FGP
pooled fund investment and $15,000 for segregated investment management. This fee is applied to the
combined portfolio value of all accounts of immediate family members and any related accounts. There are
no minimum fees for institutional client relationships. FGP may waive the minimum or require a higher
minimum at its discretion, depending on the specific strategy selected and the level of additional support
provided to the client. The standard fee schedule may be modified from time to time. Subject to applicable
laws and regulations, FGP retains discretion over the fees that it charges to its clients, as well as any changes
in its fee schedules. Fees and minimums may be negotiated or modified in FGP’s sole discretion in light of a
client’s special circumstances, such as asset levels, service requirements or other factors. FGP 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 and fee discounts may be available for charitable organizations at the
discretion of FGP. No management fees are charged directly to the FGP Pooled Funds other than for Class

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Types of Clients
FGP generally manages, on a discretionary basis, investment portfolios for pension funds, group retirement
plans, Canadian mutual funds, foundations and endowments, and individuals. The Firm is also the manager
of the FGP Pooled Funds (a group of non-registered, Canadian-based pooled funds).

Conditions for Managing Accounts
Subject to negotiation and FGP’s sole discretion, FGP sets minimum client relationships at CAD $1 million in
assets for individual clients and related accounts and CAD $10 million for institutional clients.

For individual client relationships, annual minimum fees (in the respective currency that fees are charged) are
$12,500 for pooled fund only accounts and $15,000 for segregated asset accounts. There are no minimum
fees for institutional client relationships.

In those circumstances where FGP serves as an adviser within a wrap fee program, the account minimums
are determined by the Firm’s agreement with the program sponsor.