ICR Partners LLC

Item 5           Fees and Compensation

   A. The Client’s Fiduciary Agent can determine to engage the Registrant to provide investment
      advisory and consulting services via proprietary research, investment-related consulting
      services, investment platforms and asset management programs.

         INSTITUTIONAL INVESTMENT ADVISORY SERVICES
         1. Investment Platform Management Program
         The basic fee for a IMRP account is set or negotiated by each Customer with the Client’s
         Fiduciary Agent at a percentage of the fair market value of the assets held in the Customer’s
         account. The Registrant charges Clients between 5 and 30 basis points of total assets per
         IMRP account, based upon various objective and subjective factors, including, but not
         limited to: the amount of the assets placed under management, the complexity of the
         engagement, and the level and scope of the overall investment advisory services to be
         rendered. (See also Fee Differential discussion above.) Before engaging Registrant to
         provide IMRP services, Clients are required to enter into an agreement with Registrant
         setting forth the terms and conditions of the engagement (including termination), which
         describes the fees and services to be provided. Registrant may in addition charge an
         administration fee between 0 – 5 basis points of total assets per IMRP account, based upon
         various objective and subjective factors.

         The Client’s Fiduciary Agent may charge additional fees above the fair market value of the
         assets held in the Customer’s account.

         The Registrant pays a portion of the total fee to the Model Providers whose investment
         advice is used with respect to a IMRP account. Registrant may also charge the Client
         Fiduciary Agent a set-up fee and/or an annual fixed fee to support and maintain their
         program, which include investment advisory services as well as operational and technology
         services.

         2. Investment Advice through Consultations
         The fee for these services is generally a fixed or hourly fee equal, which is negotiable at
         the time of engagement.

   B. For Institutional Investment Advisory Services, Registrant’s advisory fees are charged to
      the Client’s Fiduciary Agent. Fees are charged quarterly concurrently, based upon either
      the daily weighted average market value of the Customers’ assets during the current quarter
      or the market value of the Customers’ assets at the beginning or end of the quarter, adjusted
      for significant cash flows. Advisory fees between Registrant and Client’s Fiduciary Agent
      are outlined in the Participating Bank Agreement.

         Registrant has no custody of any client assets. In some instances, Registrant’s advisory
         fees are charged to the Client and deducted from Customer assets by their respective
         custodian. Clients are billed monthly, on or about 5th day of the calendar month following
         the month to which such fees apply. Otherwise, Registrant’s advisory fees are charged to
         the Client and deducted from customer assets by their respective custodian on or around
         the 5th day after the close of each calendar quarter. Client/Customer authorizes deduction
         and further agrees that all assets in the account otherwise held, shall be subject to a lien for
         the discharge of fees.

   C. For Institutional Investment Advisory Services, the Registrant does not generally
      recommend a particular broker-dealer. Broker-dealers charge brokerage commissions
      and/or transaction fees for effecting certain securities transactions (i.e. transaction fees are
      charged for certain no-load mutual funds, commissions are charged for individual equity
      and fixed income securities transactions). In addition to Registrant’s fee, Customers will
      also incur, relative to all mutual fund and ETF purchases, charges imposed at the fund level
      (e.g. management fees and other fund expenses).

   D. For Institutional Investment Advisory Services, Registrant’s annual fee shall be prorated
      and paid monthly, in arrears, based upon the average daily market value of the assets during
      the previous quarter. The Registrant may require the Client’s Fiduciary Agent to pay an
      annual minimum fee for investment advisory services. The Client’s Fiduciary Agent may
      require a minimum asset level or minimum annual fee for investment advisory services.
      The Registrant, in its sole discretion, may charge a lesser fee based upon certain criteria
      (i.e. anticipated future earning capacity, anticipated future additional assets, dollar amount
      of assets to be managed, related accounts, account composition, etc.).

         The Participating Bank Agreement between the Registrant and the Client’s Fiduciary
         Agent will continue in effect until terminated by either party by written notice in
         accordance with the terms of the Participating Bank Agreement.

   E. Neither the Registrant, nor its representatives accept compensation from the sale of
      securities or other investment products.

Item 7           Types of Clients

         The Registrant’s Clients shall include institutional clients (banks, trust companies,
         broker/dealers, other investment advisers, and other institutional entities) only. The
         Registrant may require the institutional Client to pay an annual or quarterly minimum fee
         for investment advisory services. The Client’s Fiduciary Agent may require a minimum
         asset level or minimum annual fee for investment advisory services. The Registrant, in its
         sole discretion, may charge a lesser investment management fee based upon certain criteria
         (i.e. anticipated future earning capacity, anticipated future additional assets, dollar amount
         of assets to be managed, related accounts, account composition, etc.).