Investment Management Trust LLC

Item 5 – Fees and Compensation

The following paragraphs detail the fee structure and compensation methodology for services provided by the
Advisor. Each Client engaging the Advisor for services described herein shall be required to enter into a written
agreement with the Advisor.

A. Fees for Advisory Services
Wealth Management Services
Wealth management fees are paid in arrears of each calendar quarter, pursuant to the terms of the wealth management
agreement. Wealth management fees are based on the market value of assets under management at the end of the
calendar quarter. Wealth management fees are based on the following schedule:

                               Assets Under Management ($)               Annual Rate (%)
                               First $100,000                                  1.25%
                               Next $100,000 to (Up to $200,000)               1.00%
                               Next $100,000 to (Up to $300,000)              0.825%
                               Next $100,000 to (Up to $400,000)               0.75%
                               Next $100,000 to (Up to $500,000)              0.625%
                               Next $100,000 to (Up to $600,000)               0.50%
                               Over $600,000                                  0.375%

The wealth management fee in the first quarter of service is prorated from the inception date of the account[s] to the
end of the first quarter. Fees may be negotiable at the sole discretion of the Advisor. The Client’s fees will take into
consideration the aggregate assets under management with the Advisor. All securities held in accounts managed by
IMT will be independently valued by the Custodian. The Advisor will conduct periodic reviews of the Custodian’s
valuation to ensure accurate billing.

                                             Investment Management Trust, LLC
                                              14 Oliver Street, Fitchburg, MA 01420
                                            Phone: 978-343-3344 | Fax: 978-342-2077

The Advisor’s fee is exclusive of, and in addition to any applicable securities transaction and custody fees, and other
related costs and expenses described in Item 5.C below, which may be incurred by the Client. However, the Advisor
shall not receive any portion of these commissions, fees, and costs.

B. Fee Billing
Wealth Management Services
Wealth management fees are calculated by the Advisor or its delegate and deducted from the Client’s account[s] at the
Custodian. The Advisor shall send an invoice to the Custodian indicating the amount of the fees to be deducted from
the Client’s account[s] at the respective quarter end date. The amount due is calculated by applying the quarterly rate
(annual rate divided by 4) to the total assets under management with IMT at the end of each quarter. Clients will be
provided with a statement, at least quarterly, from the Custodian reflecting deduction of the wealth management fee.
Clients are urged to also review and compare the statement provided by the Advisor to the brokerage statement from
the Custodian, as the Custodian does not perform a verification of fees. Clients provide written authorization permitting
advisory fees to be deducted by IMT to be paid directly from their account[s] held by the Custodian as part of the wealth
management agreement and separate account forms provided by the Custodian.

C. Other Fees and Expenses
Clients may incur certain fees or charges imposed by third parties, other than IMT, in connection with investments
made on behalf of the Client’s account[s]. The Client is responsible for all custody and securities execution fees
charged by the Custodian, as applicable. The Advisor's recommended Custodian does not charge securities
transaction fees for ETF and equity trades in a Client's account, provided that the account meets the terms and
conditions of the Custodian's brokerage requirements. However, the Custodian typically charges for mutual funds
and other types of investments. The fees charged by IMT are separate and distinct from these custody and execution
fees.

In addition, all fees paid to IMT for wealth management services are separate and distinct from the expenses charged
by mutual funds and ETFs to their shareholders, if applicable. These fees and expenses are described in each fund’s
prospectus. These fees and expenses will generally be used to pay management fees for the funds, other fund
expenses, account administration (e.g., custody, brokerage and account reporting), and a possible distribution fee. A
Client may be able to invest in these products directly, without the services of IMT, but would not receive the services
provided by IMT which are designed, among other things, to assist the Client in determining which products or services
are most appropriate for each Client’s financial situation and objectives. Accordingly, the Client should review both
the fees charged by the fund[s] and the fees charged by IMT to fully understand the total fees to be paid. Please refer
to Item 12 – Brokerage Practices for additional information.

D. Advance Payment of Fees and Termination
Wealth Management Services
IMT may be compensated for its wealth management services at the end of the quarter after services are rendered.
Either party may terminate the wealth management agreement, at any time, by providing advance written notice to the
other party. The Client may also terminate the wealth management agreement within five (5) business days of signing
the Advisor’s agreement at no cost to the Client. After the five-day period, the Client will incur charges for bona fide
advisory services rendered to the point of termination and such fees will be due and payable by the Client. The Client’s
wealth management agreement with the Advisor is non-transferable without the Client’s prior consent.

E. Compensation for Sales of Securities
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Item 7 – Types of Clients

IMT offers investment advisory services to individuals, high net worth individuals, trusts, estates, and small
businesses. The Advisor generally requires a minimum relationship size of $50,000 to effectively implement its
investment process. If the value of a Client's account drops below $40,000, the Client will be charged a minimum
annual fee of $500. However, depending on the circumstances, the Advisor may negotiate the minimum annual fee.