Invictus Fiduciary Services LLC

Item 5: Fees and Compensation

Transaction Advisory Appointments
For Invictus’ services as Investment Manager or Advisor for an ESOP transaction, Invictus will receive
a transaction fee from the Company, of which a portion disclosed in the agreement is payable upon the
execution of the letter agreement, with the remaining amount payable upon either the sixtieth (60th)
day following the execution of the agreement, or upon the completion of the engagement, whichever
event occurs first. The Company will also pay the reasonable out-of-pocket expenses incurred in
connection with the services the Fiduciaries perform relating to the subject transaction, such as copying
expenses, long-distance telephone charges, private express mail deliveries, and travel expenses, based
on customary rates that commercial air carriers, hotels and other services providers charge.

On-Going Advisory Appointments
For our services as an Investment Manager or Advisor to an ESOP Fiduciary in an on-going
capacity, Invictus will generally receive an annual fee based upon the fair market value of the assets
in the ESOP as of the ESOP’s fiscal year-end of the prior year (the “fee valuation date”). This annual
fee will be calculated in the following manner:

      First $10,000,000                                    18      basis points
      Next $40,000,000                                     5       basis points
      Values in Excess of$50,000,000                       2.5     basis points

The annual fee will be payable by the Company or the ESOP in four equal quarterly installments.
Each quarterly installment will be charged at one-fourth the annual fee rate and payment shall be
due within 30 days following the beginning of each calendar quarter. If the fair market value of the
assets in the ESOP as of the “fee valuation date” has not been determined at the time when a
quarterly installment payment is to be made, then the amount of such payment will be based upon
such fair market value as of the end of the plan year immediately preceding the “fee valuation date”
until the fair market value as of the “fee valuation date” can be determined. When the fair market
value of the assets in the ESOP as of the “fee valuation date” has ultimately been determined, the
Company or the ESOP will increase (or decrease) its subsequent quarterly installments until it has
paid Invictus, the amount due in accordance with the calculation method described above. We
generally require clients to pay our fees via check.

Invictus maintains a minimum annual fee of $18,000.00. In addition to our annual investment
management or advisory fee, Invictus charges a distribution transaction fee of $35.00 for each
participant distribution made during the plan year. This distribution transaction fee includes the
preparation of the appropriate tax reporting form for each plan participant recipient. Finally, the
Company will also pay the reasonable out-of-pocket expenses incurred in connection with the
services the Fiduciaries perform in their respective roles as Investment Manager and trustee to the
ESOP, such as copying expenses, long-distance telephone charges, private express mail deliveries,
and travel expenses, based on customary rates charged by commercial air carriers, hotels, and
other service providers.

The Company may elect to be billed directly or have Invictus’ directly debit the fee from the

account. If Invictus is directed to deduct its advisory fees directly from client accounts, the
following additional steps will be taken:

 ➢ Company will provide written authorization permitting the fees to be deducted from his or her
   account;
 ➢ Invictus will maintain client assets at a qualified custodian and ensure that the custodian
   segregates and identifies each client’s securities;
 ➢ Invictus will notify the client in writing of the custodian’s name, address, and the manner in which
   the client assets are maintained;
 ➢ Invictus will make a reasonable effort to ensure that the qualified custodian being used will deliver
   quarterly account statements to the client showing transactions for that time period.

Members of Invictus worked with certain of the Companies while the Members were employees of
Evolve Bank and Trust (“Evolve”), a previous plan trustee to a Company, under fee schedules that
were applicable at the time these Companies appointed Evolve as their plan trustee. The fee
schedule applicable to each of these Companies has been grandfathered by Invictus for these
Companies. Invictus reserves the right, at their sole discretion, to offer negotiated fees based on a
range of factors relating to individual plans and circumstances.

In addition to the fees charged by Invictus, Companies may also be subject to fees from trustees,
however Michael New will not charge Invictus’ clients a trustee fee for their trustee services.

Item 7: Types of Clients
Invictus generally provides advisory services to Employee Stock Ownership Plans, their Plan
Sponsors, and Plan Trustees. While we do not require clients to have a minimum account value,
we do charge a minimum annual fee of $18,000.00.