Institutional Capital Management Inc

Item 5 – Fees and Compensation
The specific manner in which Institutional Capital Management, Inc. charges fees, is
established in each client’s written Investment Advisory Agreement with ICM.

All ICM fees are negotiable based upon services provided and assets to be managed. Fees
may be paid monthly or quarterly.

ICM implements a simple sliding fee schedule:

                            Market Values                   Annual Fee

                           up to $10,000,000              20 basis points

                      $10,000,001 - $50,000,000         15 - 20 basis points

                          above $50,000,000            5.6 - 12 basis points

Clients also have the option to negotiate a fixed fee or select an hourly rate of $350 per hour
for services rendered on a monthly or quarterly basis.

Clients may elect to be billed in advance or arrears and may also elect to be billed directly
for fees or to authorize ICM to debit fees from client accounts. All Institutional Capital
Management, Inc. clients receive an invoice for each billing period that shows how fees are
calculated.

ICM fees are exclusive of brokerage commissions, transaction fees, and other related costs
and expenses which will be incurred by the client. Clients may incur certain charges
imposed by custodians, brokers, third-party investment companies that can include
custodial fees, brokerage commissions, and internal management fees. Such fees,
commissions and charges are exclusive of and in addition to ICM’s fees and ICM shall not
receive any portion of these fees, commissions, and costs. Please see Item 12, Brokerage
Practices, of this Brochure for a detailed discussion of brokerage practices that may affect

4131 Lake Grove Road, Petoskey, MI 49770 303-579-9595 www.thinkicm.com            Page 5 of 14

Institutional Capital Management, Inc.

portfolio management costs. Item 12 describes details and considerations in selecting or
recommending custodians, service providers and broker-dealers for client transactions and
determining the reasonableness of their compensation. Item 12 also includes information
about how Institutional Capital Management, Inc. works on behalf of clients to control costs
associated with portfolio management.

Management Fees shall be prorated for each capital contribution and withdrawal made
during the applicable month or quarter. Accounts initiated or terminated during a billing
period, either a month or quarter, will be charged a prorated fee. Upon termination of an
account any prepaid, unearned fees will be promptly refunded, and any earned, unpaid fees
will be due and payable.

All ICM client Investment Advisory Agreements may be void and cancelled by either the
client or ICM with 30-day written notice.

Item 7 – Types of Clients
ICM provides portfolio management services to public funds investors. Clients include city
and county governments, and hospitals.