Integrated Capital Management Inc

Item 5 Fees and Compensation
Investment Management - Standard Annual Advisory Fee Option
Our annual fee for investment management services is based on the market value of your assets
under management and is calculated as follows:

  Assets Under Management                  Maximum Annual Advisory Fee*
        $0 - $500,000                                2.00%
    $500,001 - $1,000,000                            1.75%
   $1,000,001 - $3,000,000                           1.50%
   $3,000,001 - $5,000,000                           1.25%
       Over $5,000,000                             Negotiable

*Maximum annual advisory fee includes our management fee, and the Client Adviser (if applicable).

Our management fee is billed and payable quarterly in advance based on the value of your account on
the last day of the previous calendar quarter. The first quarter's fees will be calculated on a pro rata
basis based on the initial value of your portfolio, which means the advisory fee is payable in proportion
to the number of days in the quarter for which you are a client. Fees are negotiable, depending on
individual client circumstances. Increases in the annual fee are only effective upon your receipt of prior
written notice. You are responsible for custodial fees and transaction costs.

We will deduct our fee directly from your account through the qualified custodian holding your funds
and securities. We will deduct our advisory fee only when you have given our firm written authorization
permitting the fees to be paid directly from your account. Further, the qualified custodian will deliver an
account statement to you at least quarterly. These account statements will show all disbursements
from your account. You should review all statements for accuracy.

Either party may terminate the agreement at any time by providing written notice to the other party. If
you terminate our services before the end of a calendar quarter, you will incur a pro-rata fee based on
the number of days in the quarter that we managed your account. If you have pre-paid advisory fees
that we have not yet earned, you will receive a prorated refund of those fees.

Our fee schedule does not include the following separately billed fees, which we do not receive any
part of: mutual fund expenses, trading and custodial costs. These fees will be separately charged by
the relevant parties and you are responsible for paying these additional costs.

Investment Management - Retirement Plans
As part of our portfolio management services, we offer various levels of advisory and consulting
services to employee benefit plans and to the participants of such plans (“Participants”). The services
are designed to assist plan sponsors (“Plan Sponsors”) in meeting their management and fiduciary
obligations to the Participants under the Employee Retirement Income Securities Act (“ERISA”). In all
cases, Plan Sponsors must make the ultimate decision to retain our firm for pension consulting and
other advisory services. The Plan Sponsor is free to seek independent advice about the
appropriateness of any recommended services for the plan.

When working with Plan level engagements where we act as the Investment Manager to the Plan, we
shall have discretionary investment authority to direct the core investments to be offered to plan
participants in a manner that is consistent with the criteria set forth between the Plan and our firm that
has been approved by the Plan Sponsor, or other plan fiduciary. Such authority will include ability to
select, monitor, remove and replace all investment alternatives that constitute the core investment
menu. In cases where we provide instructions directly to the Plan’s record keeper or third-party
administrator with regard to the removal, or replacement, of investments, we will provide the Plan
Sponsor with a report containing the basis for those decisions.

In rendering Investment Management Services or any other ERISA Discretionary Fiduciary Service, we
will act as an ERISA fiduciary and will serve as an investment manager as defined in Section 3(38) of
ERISA, and as a fiduciary under the Investment Advisers Act. We shall retain final decision-making
authority with regard to all ERISA Discretionary Fiduciary Services, and the Plan fiduciaries remain
responsible for demonstrating that our firm was prudently selected and monitored.

We may also provide additional types of pension consulting services to plans on an individually
negotiated basis. All services, whether discussed above or customized for the plan based upon
requirements from the plan fiduciaries (which may include additional plan-level or participant-level

services) shall be detailed in a written agreement and be consistent with the parameters set forth in the
plan documents.

Additional Fees and Expenses
As part of our investment advisory services to you we may recommend that you invest in mutual funds
and exchange traded funds. The fees that you pay to our firm for investment advisory services are
separate and distinct from the fees and expenses charged by mutual funds or exchange traded funds
(described in each fund's prospectus) to their shareholders. These fees will generally include a
management fee and other fund expenses. You will also incur transaction charges and/or brokerage
fees when purchasing or selling securities. These charges and fees are typically imposed by the
broker-dealer or custodian through whom your account transactions are executed. We do not share in
any portion of the brokerage fees/transaction charges imposed by the broker-dealer or custodian. To
fully understand the total cost you will incur, you should review all the fees charged by mutual funds,
exchange traded funds, our firm, and others. For information on our brokerage practices, please refer
to the Brokerage Practices section of this Disclosure Brochure.

Compensation for the Sale of Other Investment Products
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Item 7 Types of Clients
We offer investment advisory services to individuals, pension and profit-sharing plans, trusts, estates,
charitable organizations, municipal or government agencies, other investment advisers, insurance
companies, broker/dealers, corporations and other business entities. In general, we require $25,000
minimum dollar amount to open and maintain an advisory account. However, we will evaluate each
relationship on a case-by-case basis and determine in our sole discretion whether to accept your
account or not. We also reserve the right to terminate an account if it falls below a minimum size
which, in our sole opinion, is too small to effectively manage.