Integrity Capital Management LLC

Item 5 – Fees and Compensation

Asset Management Fees
ICM charges its investment advisory clients an annual fee based on the value of the assets
the client has placed with ICM for investment management purposes. The billing of fees
commences the later of the date the client investment management agreement is signed or
assets are deposited in the client's account. The fees are payable quarterly in advance
based on the total market value of the account on the last business day of the previous
quarter. The fees shall not be prorated for each capital contribution and withdrawal made
during the applicable calendar quarter.

If the first quarter is a partial quarter, it is pro-rated and billed in arrears at the same time
the second quarter is billed in advance. If the account value goes to zero during the
advance billed quarter or the client requests that ICM no longer manages the account(s),
any unearned fees are returned. The unearned fees are calculated by multiplying the
number of days left in the quarter by the daily rate for that quarter based on the date the
account goes to zero or the date the client requests that ICM no longer manages the
account(s). Either party may terminate the contract upon written notice.

The fee is calculated based on the following tiered schedule: 1% for balances 0 - 1,000,000;
.8% for the next 1,000,000; .6% for the next 2,000,000; .4% for additional balances above
4,000,000. For accounts above $5 million, the fee is negotiable. Accounts in the same
household (spouses and minor children) are combined for purposes of computing the fees.
We may charge a lower fee in some circumstances such as, but not restricted to, employee
accounts. ICM may provide consulting services to retirement plan sponsors, and asset
management to individuals within the plans may be a part of that service. The fee to

manage assets within a plan is part of the contract for services made with the plan sponsor
and may vary from the standard tiered schedule listed above.

In some cases, it is in the best interest of the client to transfer assets that have already been
invested in an annuity into another annuity, and in those cases, due to limitations by the
provider(s), we are unable to arrears bill those assets. Additionally, those assets are not
included in the tiered billing schedule described above.

Consulting Fees
Clients who want to consult with ICM for any reason (including financial planning,
retirement planning, portfolio review, etc.) are billed at an hourly rate of $200 per hour.
The hourly rate of the fee is not negotiable.

Project Based Fees
Hourly fees are generally due upon completion of the project, although ICM may require
that a portion of the fee be paid in advance. Clients who wish to terminate the planning
process prior to completion may do so with written notice. Upon receipt of written
notification, ICM will return a pro-rated amount of any prepaid fee based upon the amount
of work completed prior to notification. In the event that the client agreed to pay upon
completion of the plan, any earned fee will immediately become due and payable
In some cases, ICM may agree to a project on a fixed fee basis. The fee will be determined
by the scope of the project and agreed upon in advance by both parties. The fee will be
billed 50% in advance and 50% upon completion.

General Fee Information
The client may grant ICM the authority to receive quarterly payments directly from the
client's account held by an independent custodian. Accordingly, the client provides, in
writing, limited authorization to withdraw the contractually agreed upon fees from the
account. ICM sends the client a statement showing the amount of the fee, the value of
client's assets on which the fee was based, and the specific manner in which the fee was
calculated. The custodian of the account is advised in writing of the limitation of ICM's
access to the account.

ICM’s fees are exclusive of brokerage commissions, transaction fees, and other related costs
and expenses which may be incurred by the client. Mutual funds and exchange traded
funds also charge internal management fees which are disclosed in a fund’s prospectus.
Such charges, fees and commissions are exclusive of and in addition to ICM’s fee, and ICM
shall not receive any portion of these commissions, fees, and costs.

Item 12 further describes the factors that ICM considers in selecting or recommending
broker-dealers for client transactions and determining the reasonableness of their
compensation (e.g., commissions).

Item 7 – Types of Clients

ICM provides discretionary asset management services for individuals, trusts, and
foundations; general financial planning and specialized retirement planning to individuals;
advice to qualified plan sponsors; and general investment consulting, education, and
training to individuals and corporations.