H C Denison Co

Item 5: Fees and Compensation

A. Fee Schedule

Portfolio Management Fees

         Total Assets Under Management              Annual Fees
         $0 - $250,000                              1.20%

         $250,001 - $500,000                        1.00%

         $500,001 - $1,000,000                      0.90%

         $1,000,001 - $5,000,000                    0.80%

         $5,000,001 - AND UP                        0.75%

The advisory fee is calculated using the value of the assets in the Account on the last business day
of the prior billing period.

These fees are generally negotiable and the final fee schedule will be memorialized in the client’s
advisory agreement. Clients may terminate the agreement without penalty for a full refund of
HCD's fees within five business days of signing the Investment Advisory Contract. Thereafter,
clients may terminate the Investment Advisory Contract immediately upon written notice.

B. Payment of Fees

Payment of Portfolio Management Fees

Asset-based portfolio management fees are withdrawn directly from the client's accounts with
client's written authorization on a quarterly basis or may be invoiced and billed directly to the
client on a quarterly basis. Clients may select the method in which they are billed. Fees are paid
in advance.

C. Client Responsibility For Third Party Fees

Clients are responsible for the payment of all third party fees (i.e. custodian fees, brokerage fees,
mutual fund fees, transaction fees, etc.). Those fees are separate and distinct from the fees and
expenses charged by HCD. Please see Item 12 of this brochure regarding broker-dealer/custodian.

D. Prepayment of Fees

HCD collects fees in advance. Refunds for fees paid in advance but not yet earned will be refunded
on a prorated basis and returned within fourteen days to the client via check or return deposit
back into the client’s account.

For all asset-based fees paid in advance, the fee refunded will be equal to the balance of the fees
collected in advance minus the daily rate* times the number of days elapsed in the billing period
up to and including the day of termination. (*The daily rate is calculated by dividing the annual
asset-based fee rate by 365.)

E. Outside Compensation For the Sale of Securities to Clients

Marlo Jean Testwuide, James Anthony Testwuide, Robert Joseph Kuehl and Joy Marie Heinen are
registered representatives of a broker-dealer. Marlo Jean Testwuide, James Anthony Testwuide
and Robert Joseph Kuehl are also insurance agents. In these roles, they accept compensation for
the sale of investment products to HCD clients.

1. This is a Conflict of Interest

    Supervised persons may accept compensation for the sale of investment products, including
    asset based sales charges or service fees from the sale of mutual funds to HCD's clients. This
    presents a conflict of interest and gives the supervised person an incentive to recommend
    products based on the compensation received rather than on the client’s needs. When
    recommending the sale of investment products for which the supervised persons receives
    compensation, HCD will document the conflict of interest in the client file and inform the
    client of the conflict of interest.

2. Clients Have the Option to Purchase Recommended Products From Other
Brokers

    Clients always have the option to purchase HCD recommended products through other
    brokers or agents that are not affiliated with HCD.

3. Commissions are not HCD's primary source of compensation for advisory
services

    Commissions are not HCD’s primary source of compensation for advisory services.

4. Advisory Fees in Addition to Commissions or Markups

    Advisory fees that are charged to clients are not reduced to offset the commissions or
    markups on investment products recommended to clients.

Item 7: Types of Clients

HCD generally provides advisory services to the following types of clients:

        ❖       Individuals
        ❖       High-Net-Worth Individuals
        ❖       Charitable Organizations
        ❖       Corporations or Business Entities

There is an account minimum of $25,000.