Icon Wealth Advisors LLC

ITEM 5 – FEES AND COMPENSATION

The following paragraphs detail the fee structure and compensation methodology for services provided by the Advisor. Each Client
engaging the Advisor for services described herein shall be required to enter into a written agreement with the Advisor.

A. FEES FOR ADVISORY SERVICES
INVESTMENT ADVISORY SERVICES

Investment advisory fees are paid quarterly, in advance of each calendar quarter, pursuant to the terms of the Client agreement.
Investment advisory fees are based on the market value of assets under management, including cash, accrued interest, accrued
dividend and securities purchased on margin, at the end of the prior calendar quarter. Investment advisory fees range up to 1.75%
annually. Client’s fees vary based on several factors, including: the aggregate assets under management with Icon, the complexity of
the services to be provided, investment objectives, specific reporting requirements, portfolio restrictions and other factors including
the overall relationship with the Advisor. Fees are negotiable at the discretion of the Advisor.

             Icon Wealth Advisors, LLC | 1980 Post Oak Boulevard | Suite 1300 | Houston, TX 77056 | 713-904-5020

For certain Clients, we charge an advisory fee for services provided to the held-away accounts mentioned in Item 4, just as we do
with client accounts held at our primary custodian. The specific fee schedule charged by Icon is provided in the client’s investment
advisory agreement. Investment advisory fees are waived for employees of Icon and their immediate family.

The investment advisory fee in the first quarter of service is prorated from the inception date of the account[s] to the end of the first
quarter. Clients may make additions to and withdrawals from their account[s] at any time. However, reconciliations are performed
on a monthly basis to capture if, in a given day, assets in excess of $50,000 are deposited into or withdrawn from an account after
the start of the quarterly billing period an adjustment is made in the form of a credit or debit to reflect the interim change in portfolio
value for the period between the date of the deposit/withdrawal until the end of the quarter. In the event the advisory agreement
is terminated, the fee for the final billing period is prorated through the effective date of the termination and the unearned portion
is refunded to the Client, as appropriate.

All securities held in accounts managed by Icon will be independently valued by the Custodian. The Advisor will conduct periodic
reviews of the Custodian’s valuations. The Advisor’s fee is exclusive of, and in addition to any applicable securities transaction and
custody fees, and other related costs and expenses described in Item 5.C below, which may be incurred by the Client. However, the
Advisor shall not receive any portion of these commissions, fees, and costs.

USE OF INDEPENDENT MANAGERS – As noted in Item 4, Icon may implement all or a portion of a Client’s investment portfolio
utilizing one or more Independent Managers. In addition to Icon's fees, Clients are responsible for fees charged by such Independent
Managers. To eliminate any conflict of interest, the Advisor does not earn any compensation from an Independent Manager. The
Advisor will only earn its investment advisory fee as described above. Independent Managers typically do not offer any fee discounts
but may have a breakpoint schedule which will reduce the fee with an increased level of assets placed under management with an
Independent Manager. The total blended fee, including the Advisor’s fee and the Independent Manager’s fee, will generally not
exceed 2.00% annually. Private investments made through Independent Managers may carry additional or higher fees from those
stated here.

MODEL PORTFOLIOS – As noted in Item 4, Icon may implement all or a portion of a Client’s investment portfolio utilizing one or
more model portfolio strategy. Please see Item 4.B. for further information and corresponding fees.

B. FEE BILLING
INVESTMENT ADVISORY SERVICES

Investment advisory fees are calculated by the Advisor or its delegate and deducted from the Client’s account[s] at the Custodian. The
Advisor or its delegate shall send an invoice to the Custodian indicating the amount of the fees to be deducted from the Client’s
account[s] at the beginning of the respective quarter. The amount due is calculated by applying the quarterly rate (annual rate divided
by the number of days in the year, multiplied by the number of days in the quarter) to the total assets under management with Icon
at the end of the prior quarter. Clients will be provided with a statement, at least quarterly, from the Custodian reflecting deduction of
the investment advisory fee. It is the responsibility of the Client to verify the accuracy of these fees as listed on the Custodian’s
brokerage statement as the Custodian does not assume this responsibility. Clients provide written authorization permitting Icon to be
paid directly from their account[s] held by the Custodian as part of the investment advisory agreement and separate account forms
provided by the Custodian.

USE OF INDEPENDENT MANAGERS – For Client accounts implemented through an Independent Manager, the Client’s overall fees
will include Icon’s investment advisory fee (as noted above) plus investment management fees and/or platform fees charged by the
Independent Manager. The Independent Manager will assume the responsibility for calculating the Client’s fees and deducting all
fees from the Client’s account[s]. The Independent Manager may outsource the Client fee billing responsibility to a third-party.

C. OTHER FEES AND EXPENSES
Clients may incur certain fees or charges imposed by third parties, other than Icon, in connection with investments made on behalf
of the Client’s account[s]. The Client is responsible for all custody and securities execution fees charged by the Custodian. The fees
...

ITEM 7 – TYPES OF CLIENTS

Icon offers investment advisory services to individuals, high net worth individuals, trusts, estates, ERISA plans, charitable
organizations and other corporations. Icon generally does not impose a minimum size for establishing a relationship.