DF Dent and Company Inc

Item 5 – Fees and Compensation

Adviser is compensated as a percentage of assets under management for investment
management services and a flat rate, or hourly rate for financial planning services. Neither
Adviser nor any of its supervised persons accept compensation for the sale of securities or
other investment products.

Adviser’s standard investment management Fee Schedule is as follows:

         •   1% on the first $10,000,000
         •   0.75 of 1% on $10,000,001 - $20,000,000
         •   0.50 of 1% on amount above $20,000,001
         •   For balanced accounts, 0.30 of 1% on fixed income assets

Under certain circumstances, Adviser enters into alternative fee arrangements and offers
discounts to its standard fee schedule or negotiates fees with clients. These alternative fee
arrangements are lower than Adviser’s standard fee schedule. Adviser’s fee may be
discounted for fixed-income accounts or balanced accounts that own both equities and
fixed income. Fees for sub-advisory or UMA relationships are negotiated on a case-by-case
basis but are lower than the standard fee schedule. The fee schedule is established in a
client’s written Investment Advisory Agreement with Adviser.

Adviser bills its investment management fees on a quarterly basis. It is Adviser’s
customary practice that investment management fees are billed and are payable in advance
(i.e., calculated based on the market value of the assets as of the close of business on the
date preceding the commencement of each successive quarter). However, in certain
circumstances, Adviser has agreed to allow monthly or quarterly payment in arrears.
Adviser does not adjust invoices for contributions and withdrawals after the billing date.
Accounts initiated during a calendar quarter will be charged a prorated fee. Upon the
effective date of a termination of any account (which may, under Adviser’s Advisory
Agreement with clients, occur thirty days after a notice of termination is given), any
prepaid, unearned fees will be promptly refunded, and any earned, unpaid fees will be due
and payable.

Adviser collects a management fee on Advisers’ mutual funds, the DF Dent Premier Growth
Fund, the DF Dent Midcap Growth Fund, and the DF Dent Small Cap Growth Fund
(collectively, the “Funds”). In the case of the Funds, the management fees are calculated on
daily assets within the Funds, and the management fees are known only in arrears due to
the flow of shareholder funds into and out of the Funds.

In addition to Adviser’s investment management fees, clients bear trading costs and
custodial fees. Mutual funds and ETFs also charge internal management fees, which are
disclosed in the fund’s prospectus. Such charges, fees and commissions are exclusive of

and in addition to Adviser’s fee, and Adviser does not receive any portion of these charges,
fees, and commissions.

Adviser has a conflict of interest in connection with recommendations that Adviser makes
concerning the purchase, sale, or holding of investments for clients’ accounts because
different asset classes or investments in clients’ accounts may have different billable
statuses or fees associated with them. The portion of clients’ assets that are invested in
domestic equities or held in cash are subject to the fee schedule established in the
Investment Advisory Agreement. The portion of clients’ assets that are invested in fixed
income may be subject to a flat fee. The portion of clients’ assets that are invested in non-
D.F. Dent mutual funds or exchange-traded funds (ETFs) are not subject to an Adviser
management fee; however, the assets are subject to fees charged by the mutual fund or ETF
itself. Finally, the portion of clients’ assets that are in one of the DF Dent Growth Funds are
subject to an expense ratio that may be higher or lower than Adviser’s fee schedule (i.e., the
client may not always be invested in the lowest fee vehicle when comparing separately
managed DF Dent accounts with the DF Dent Growth Funds). In addition, the DF Dent
Midcap Growth Fund and the DF Dent Small Cap Growth Fund have multiple share classes
that are subject to different expense ratios. The share class in which a client invests
depends on the size of the investment and the availability of the share class on the platform
on which the client chooses to invest. Adviser does not assess an investment management
fee on the value of a DF Dent Growth Fund held in a separately managed portfolio (i.e.,
clients’ assets invested in the DF Dent Growth Funds are not billed twice).

For its investment management clients, since Adviser has discretion to allocate clients’
assets among different asset classes, Adviser will decide at various times to purchase or sell
fixed income, mutual funds, or ETFs thus changing the billable status of those assets. For
example, if Adviser decides to sell fixed income and invest the proceeds in domestic equity
securities, the assets previously invested in fixed income at a lower fee will then be
included in the total market value of assets subject to Adviser’s standard fee schedule. Or if
Adviser decides to sell non-D.F. Dent mutual funds or ETFs and invest the proceeds in
domestic equity securities, the assets previously invested in non-D.F. Dent mutual funds or
ETFs and not subject to Adviser’s management fee would then be included in the total
market value of assets subject to Adviser’s management fee.

Custodians offer cash vehicles like bank sweep deposit programs and money market funds
that allow clients to earn yields on their cash balances. Adviser strives to select cash
vehicles for clients that earn competitive yields or are backed by the U.S. government.
Factors that influence the cash vehicle Adviser chooses for a client include the range of
offerings from the custodian and the timeframe for the investment of the cash. Adviser
does not receive any revenue or indirect benefit from bank sweep deposit programs or
money market funds that custodians offer.
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Item 7 – Types of Clients

Adviser provides investment management services to individuals, high net worth
individuals, corporate pension and profit-sharing plans, Taft-Hartley plans, wrap-fee
programs/UMAs, charitable institutions, foundations, endowments, municipalities,
registered mutual funds, trust programs, CITs, and other U.S. institutions. Adviser provides
financial planning services to individuals and high net worth individuals.

With respect to account minimums, for All Cap individual clients the standard minimum
account size is $5,000,000, while for All Cap institutional clients the standard minimum
account size is $10,000,000. The minimum portfolio size for Midcap and Small Cap
individual accounts is $1,000,000. The minimum portfolio size for Midcap and Small Cap
institutional clients is $5,000,000. Adviser grants exceptions to these standard minimum-
account-size thresholds at Adviser’s discretion.

Adviser offers to its employees the option to open an employee-owned separately managed
account to be managed by Adviser. The employee-owned separately managed account
must be invested in one of Adviser’s strategies and the individual employee does not have
discretion over the account. Employee-owned accounts are governed by our standard fee
schedule, and the account minimum is $100,000.

Under certain very limited circumstances, Adviser manages foundations funded by
employees of Adviser. Adviser does not charge a fee to these accounts because that would
amount to direct or indirect compensation to the portfolio manager in his capacity as
Adviser.