RH Dinel Investment Counsel Inc

Fees and Compensation

Our Advisory Fee Schedule
Our annual fees for management of portfolios are as follows:

   A.     1.5% of assets for the first $1 million under management.

   B.     1.25% of assets for the next $1 million under management.

   C.     1% of assets for the next $20 million under management.

Under certain circumstances, we may negotiate fees which may vary from the schedule
set forth above or contract with a client to undertake a special project for a fixed fee.

As a separate and distinct service, if requested to do so, we will consult with individuals or
organizations about investment problems. Our hourly fee for such consultations is $1,500
per hour. Fees for this service are billed directly to the client.

Payment of Our Advisory Fees
Our advisory fees are deducted each quarter in advance directly from client portfolios.
Clients are sent a copy of the bill on the same date the bill is sent to the custodian of their
portfolio of securities

Other Fees Our Clients Will Incur
Our clients will incur nominal fees to the custodian of their portfolio of securities. We
believe utilization of an independent bank as custodian provides an additional level of
safety for our clients’ securities holdings. Some clients also find the service of the
custodian to be an added convenience. In addition, we utilize third party brokers to execute
transactions. Please see “Our Practices with Respect to Brokers” below.

Refunds of Advisory Fees
Our Investment Advisory Agreement provides that either party may terminate the
Investment Advisory Agreement upon 30 days written notice. Subject to the 30 day notice
provision, the unearned portion of our fee for the quarter during which the termination
occurs will be refunded.

Our Clients

Our clients are individuals, individual retirement accounts, trusts, pensions, foundations
and other organizations.

The minimum assets a client must place under our management in connection with a new
relationship is $2 million. Under certain circumstances, we may decrease or increase this
minimum.

Customization of Investment Strategies; Methods of Analysis; Risk of Loss

Our Approach to the Investment Process

A.     After consultation with the client, and if appropriate, their accountant and/or lawyer,
       the client’s needs are determined.

B.     As a result of this determination, stock/bond mix parameters are recommended to
       the client, and if appropriate, their accountant and/or lawyer. These recommended
       parameters also include which of our common stock portfolio management
       guidelines is most appropriate for the client.

C.     When these recommendations are accepted or modified, a letter delineating the
       investment policy as accepted or modified is sent to the client.

Our Method of Analysis
We place considerable emphasis on common stocks because, over long periods of time,
they have produced the highest returns of any category of liquid assets.

Our universe of stocks is constantly reviewed. Promising candidates are screened and
then subjected to in-depth research. This includes a review of filings with the Securities
and Exchange Commission as well as annual reports, research from independent research
providers and from various brokerage firms.

We attempt to identify great businesses in the right industries which are well managed.
Such businesses should, over time, produce outstanding returns because their earnings,
or cash flows, consistently grow faster than the economy in general.

We augment this basic premise of growth stock investing with a further premise that if a
company is positioned to take advantage of important economic themes, it should
outperform the universe of growth companies in general. Economic themes are concepts
which are often self evident , e.g. the concern for the environment, the ongoing revolution
in telecommunications and information technology, the expanding demand for American
consumer products abroad and the increasing wealth of developing countries.

For some investors, it is appropriate that we invest all, or a portion, of their portfolio in
bonds issued by the U.S. Government, its agencies and instrumentalities, corporations or
municipalities.

Risks of Investing in Common Stocks and Bonds
The long term returns provided by common stocks are higher than those provided by any
other class of liquid assets. However, such returns are not consistent. They can be quite
volatile. Thus, investors in common stocks can expect to be subject to volatility or risks
relating to economic conditions, market fluctuation, world events, and events affecting
particular companies or industries.

Investors in bonds are subject to the risk the issuer of the bond will default, or the bond will
decline in current value due to market perceptions of the ability of the issuer of the bond to
repay the obligation. Additionally, if interest rates in general rise, the current value of all
bonds will be affected adversely. A bond will be worth its par value at maturity except if the
issuer of the bond defaults.

Our Code of Ethics and Practices Relating to Trades by Our Personnel

Our Code of Ethics
Pursuant to Securities and Exchange Commission Rule 204 A-1, effective February 1,
2005, we adopted a Code of Ethics. This Code of Ethics reemphasizes the high standards
of conduct which we have always observed. It emphasizes that many of our clients repose
an unusual degree of confidence and trust in us and we must, therefore, continue to live up
to the very high level of expectation inherent in our relationships with our clients, as well as
our fiduciary obligations. It also recognizes that in many instances, clients have placed
virtually all of their liquid assets under our management.

We will provide a copy of our Code of Ethics to any client or prospective client upon
request.

Practices Relating to Trades by Our Personnel
Our employees are required to obtain the prior written consent of Richard H. Dinel,
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