Investment Management Corporation

Fees and Compensation

We recommend the use of investments that are “no-load”, meaning that we do not
receive any compensation from your investments when buying, selling, or holding
positions. We are compensated solely by our advisory fee and do not receive any
other compensation, such as brokerage commissions on investments selected for
your account. Our fees are either deducted from client assets or billed.

Investment Management Corporation’s estimated quarterly advisory fee for its
management service is not negotiable and is payable after delivery of a quarterly
client report for the previous quarter. Fees are payable quarterly in advance and
are calculated in accordance with the fee schedule that follows based on your

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investment portfolio’s average daily value for the quarter. Quarterly withdrawals
are made from your investment account(s) to pay advisory fees. The following
table illustrates our investment management fee schedule.

      Assets Under Management         Annual Fee Rate       Quarterly Fee Rate
         $100,000 - $500,000              1.25%                 0.3125%
        $500,001 - $1,000,000             1.10%                 0.2750%
       $1,000,001 - $2,500,000            1.00%                 0.2500%
       $2,500,001 - $5,000,000            0.80%                 0.2000%
      $5,000,001 - $10,000,000            0.60%                 0.1500%
          Over $10,000,000                0.50%                 0.1250%

Minimum annual advisory fee is $1,250.

At any time, you may request that we terminate our advisory service by sending us
written notification. However, you will still owe the total advisory fee for the
remainder of the current quarter.

Your other costs in addition to our advisory fee will include any custodial or
brokerage transactions that require charges, such as may be incurred when
individual stocks, bonds, or ETFs are traded. You may be charged a brokerage
account closing fee, mutual fund early redemption fees, and mutual fund company
fund expenses, such as a mutual fund’s portfolio management fee.

                Performance-Based Fees and Side-By-Side Management

Investment Management Corporation does not charge performance-based fees.

Types of Clients

We manage investment accounts for individuals, business entities, pension and
profit-sharing plans, and trusts. We require a minimum of $100,000 in managed
accounts to be retained under our investment management agreement.

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              Method of Analysis, Investment Strategies and Risk of Loss

Investment Management Corporation makes decisions to buy or sell portfolio
investments based on both “fundamental” and “technical” analysis of economic
data and investment markets. We compare current data to historical data to
determine whether we should increase or decrease investments in specific asset
classes such as stocks, bonds, and cash. We update our analysis each week to
reflect new data for the previous week. An example of the fundamental data is the
level of interest rates that the Federal Reserve establishes for its lending to banking
institutions. An example of technical data is tracking the current price of an
investment compared to its price in the past.

New investment funds may be allocated to the strategies chosen by clients in
varying amounts over a period of time at our discretion based on our assessment of
current investment market conditions.

It is important to understand that any investment of funds in investment securities
in any of our strategies listed below involves the risk of loss which you should be
prepared to bear whenever it may occur. There are no other material risks when
compared to this. All investment funds remain “liquid”, which means they are
readily available, since we only invest in investments that can be sold at any time,
unless specifically directed otherwise by you.

We do not trade investment securities above a frequency that could negatively
affect investment performance, since trading that is too frequent may adversely
affect investment performance.

The following strategies asset class exposures may be changed at our discretion
within these ranges:

                               Variable Equity Models

Focused Growth, Focused Growth TM, Dynamic Opportunities,
Diversified Index
     100% Maximum Stock to 0% Minimum Stock
     100% Maximum Bonds to 0% Minimum Bonds
     100% Maximum Cash to 0% Minimum Cash

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Conservative Growth-
     75% Maximum Stock to 0% Minimum Stock
     75% Maximum Bonds to 0% Minimum Bonds
     100% Maximum Cash to 0% Minimum Cash

Maximum Income-
    30% Maximum Stock to 0% Minimum Stock
    80% Maximum Bonds to 0% Minimum Bonds
    100% Maximum Cash to 0% Minimum Cash

The following strategies asset class exposures remain near the following levels:

                                Fixed Equity Models

IS Growth, IS 25, Strategic Dividends-
      100% to 90% Stock (Individual Securities)
      10% to 0% Cash

In addition to the quarterly account statement issued by the custodian, IMC
provides a quarterly letter to report model portfolio returns and exposure to stocks,
bonds, and cash. The purpose is to provide the client with a way to verify account
performance and holdings are in-line with the desired investment model strategy.