Independence Capital Co Inc

Item 5: Fees and Compensation

       A. Fee Schedule

       Investment Supervisory Services Fees

       Fees based on Assets Under Management:

                 Total Assets Under Management                   Annual Fee

                       $25,000 ‐ $250,000                          2.50%

                      $250,001 ‐ $500,000                          1.50%

                     $500,001 ‐ $2,500,000                         1.00%

                    $2,500,001 ‐ $10,000,000                       0.75%

                      Above $10,000,000                            0.50%

       These fees are negotiable and the final fee schedule is attached as Exhibit II of the
       Investment Advisory Contract. The balance in the client’s account on the last day of the
       billing period is used to determine the market value of the assets upon which the
       advisory fee is based. When fees are billed in advance, the balance in the client’s
       account on the last day of the prior billing period is used to determine the market value
       of the assets upon which the advisory fee is based. Fees may be paid monthly or
       quarterly in advance or in arrears. Clients may terminate the agreement without
       penalty, for a full refund of ICC’s fees, within five business days of signing the
       Investment Advisory Contract. Thereafter, clients may terminate the Investment
       Advisory Contract with 5 days written notice. Payment for the unbilled portion is due
       upon notice of termination.

                                                                           Form ADV 2A Version: 6/29/2026

ICC will not be compensated on the basis of a share of capital gains upon or capital
appreciation of the funds or any portion of the funds of the client. The fees paid to ICC
by the client are separate and distinct from the fees and expenses charged by mutual
funds to their shareholders.

Advisory fees are withdrawn directly from the client’s accounts with client written
authorization.

Selection of Other Advisors Fees
ICC will be compensated via a fee share from third party money managers to which it
directs clients. This relationship will be disclosed in each contract between ICC and each
third party money manager. The portion of the compensated fee share will vary
depending on the adviser. The fees shared will not exceed any limit imposed by any
regulatory agency. Before selecting other advisors for clients, ICC will always ensure
those other advisors are properly licensed or registered as investment advisor.

Financial Planning Fees
Hourly Fees
Depending upon the complexity of the situation and the needs of the client, the hourly
fee for these services is $350. The fees are negotiable and the final fee schedule will be
attached as Exhibit II of the Financial Planning Agreement. Fees are paid in arrears upon
completion. Because fees are charged in arrears, no refund is necessary. Clients may
terminate their contracts without penalty within five business days of signing the
advisory contract.

B. Payment of Fees

Payment of Investment Supervisory Fees
Advisory fees are withdrawn directly from the client’s accounts with client written
authorization. Fees may be paid monthly or quarterly in advance or in arrears, as stated
in the individual client agreement.

Payment of Financial Planning Fees
Hourly Financial Planning fees are paid via check in arrears upon completion. Because
fees are charged in arrears, no refund is necessary.

C. Clients Are Responsible For Third Party Fees

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

                                                                    Form ADV 2A Version: 6/29/2026

D. Prepayment of Fees
ICC collects its fees in both in advance and in arrears. Refunds for fees paid in advance
will be returned within 14 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 by 365.)

Fixed fees that are collected in advance will be refunded based on the prorated amount
of work completed at the point of termination.

When ICC collects fees in arrears, there is no need for refunds.

E. Outside Compensation For the Sale of Securities to Clients

All of our investment advisor representatives are also registered representatives of ICC.
In this role, they accept compensation for the sale of securities to ICC clients. Please also
see Item 10 below.

1. This is a Conflict of Interest
   ICC and its supervised persons will accept compensation for the sale of securities or
   other investment products, including asset based sales charges or services fees from
   the sale of mutual funds to its clients. This presents a conflict of interest and gives
   the supervised person and ICC an incentive to recommend products based on the
   compensation received rather than on the client’s needs. When recommending the
   sale of securities or investment products for which ICC receives compensation, ICC
   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 ICC recommended products through
   other brokers or agents that are not affiliated with ICC.

3. Commissions are not the Primary Source of Income for ICC
   Commissions are not ICC’s primary source of compensation for advisory services.
...

Item 7: Types of Clients

ICC generally provides investment advice and/or management supervisory services to the
following Types of Clients:

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

       Minimum Account Size

       There is an account minimum, $10,000, which may be waived by the investment advisor,
       based on the needs of the client and the complexity of the situation.