CDP Financial Group LLC

Item 5 – Fees and Compensation

 Assets Under Management

 CDP charges a fee to manage investment portfolios. The fee schedule is as
 follows:

       Portfolio Value                  Annual Fee           Quarterly Fee

       Up to $250,000                       1.50%             .3750%
       $250,000 - $500,000                  1.25%             .3125%
       $500,000 - $1,000,000                1.00%             .2500%
       Over $1,000,000                       .75%             .1875%

There are no performance based fees. Fees can be negotiable
based on a client’s risk level, fluctuating account size, distribution
needs, and personal relationship or client tenure with CDP.

 Fees are determined based on each account size. Therefore, if the client has
 multiple accounts the client will pay a fee based on each account value.
 Consequently, depending on the account size, each account will be charged
 a different fee.

 Fees are calculated each quarter and paid in arrears. The portfolio value at
 the end of a calendar quarter is used to determine the fee. No fee
 adjustments will be made for additional deposits to the account or partial

withdrawals from the account during quarter.

Fees will be calculated by multiplying the quarter ending value of the
account x the percentage fee and divide the amount by four.

Clients may terminate agreement within 5 days of signing the agreement,
and no fees will be assessed. Clients, or CDP, may terminate the
Investment Advisory Agreement between parties with 7 days written
notice. Upon termination of the agreement, CDP will invoice the client for
the prorated quarterly fee, based on account value on day of termination.

Advisory fees will generally be collected directly from your account,
provided you have given CDP written authorization. Fees will typically be
deducted from the account within one week from the end of the calendar
quarter, unless the client elects to pay advisory fees directly. You will be
provided with an account statement reflecting the deduction of the
advisory fee direct from the account custodian. If the Account does not
contain sufficient funds to pay advisory fees, CDP has limited authority to
sell or redeem securities in sufficient amounts to pay advisory fees. You
may reimburse the account for advisory fees paid to CDP, except for ERISA
and IRA accounts. The client has the option of paying the fees directly
instead of being deducted from the account. If client chooses to pay
directly, he/she has 7 days from receipt of the invoice to send in the
payment.

Other fees may be incurred. The custodian may charge a transaction fee
depending on the mutual fund purchased, as well as short-term transaction
fees if the mutual fund is held less than 90 days. Additionally, you may pay
fees for custodial services, account maintenance fees, transaction fees, and
other fees associated with maintaining the Account. Such fees are not
charged by CDP and are charged by the product, broker/dealer or account
custodian. CDP does not share in any portion of such fees. Additionally,
you may pay your proportionate share of the fund’s management and
administrative fees and sales charges as well as the mutual fund adviser’s
fee of any mutual fund they purchase. Such advisory fees are not shared

with CDP and are compensation to the fund-manager. Clients will receive
prospectuses of each fund purchased, which will spell out the internal
expenses of the mutual fund.

Mutual funds purchased within CDP's Investment Management Services are
no-load or load-waived funds. No sales charges, commissions, loads, or
12b-1 fees will be paid to CDP for the purchase of mutual funds.

Financial Planning and Portfolio Consulting Services Fees -

For financial planning and Portfolio Consulting services, clients are either
charged an hourly fee of $150 for these services, or they may elect a flat
fee for the services not to exceed $5,000, as negotiated between the client
and CDP, prior to implementing the financial planning services agreement.
One half of the fee is due and payable at time the agreement is signed, and
the final half upon delivery of the final plan. Clients may terminate the
agreement within five business days after signing it, for a full refund. If
client's notification of termination occurs after five business days after
signing the agreement, fees may be refundable for any portion of advanced
fees attributable to services not performed prior to termination of the
agreement. Additional fees may be due if plan was completed at time
termination notice was received.

All fees are negotiable. Clients may take advantage of the financial
planning services separately or in conjunction with an investment
management program. In some cases, CDP will provide complementary
financial planning services.

Clients may elect to purchase investment products recommended by CDP
through another broker.

Additional Information

CDP representatives are dually registered representatives of Emerson
Equity LLC, a registered broker/dealer, member of the Financial

Regulatory Association (FINRA) and SIPC.

If a client elects to implement investment advice received from CDP,
such advice can be implemented on a fee basis though CDP or on a
commission basis through Emerson Equity, LLC, CDP will receive a
portion of the commission. This practice presents a conflict of interest
and gives CDP an incentive to recommend investment products based on
the compensation received rather than on a client’s needs. CDP’s
commission business is less than 20% of total compensation.

Additionally, CDP representatives may receive trail commissions (i.e. 12b-1
fees) for a period of time as a result of directing securities transactions
Emerson Equity LLC. Load and no-load mutual funds may pay annual
distribution charges, sometimes referred to as 12b-1 fees. 12b-1 fees come
from fund assets, therefore, indirectly from your assets. 12b-1 fees may be
...

Item 7 – Types of Clients

CDP will engage in advisory services with individuals, trusts, estates, and
business entities. Minimum requirements to open an investment
management account is $50,000, although smaller account sizes are
negotiable.