Ironwood Investment Counsel LLC

Item 5           Fees and Compensation

A.
                                    INVESTMENT ADVISORY SERVICES
         If a client determines to engage the Registrant to provide discretionary investment advisory
         services on a fee-only basis, the Registrant’s annual investment advisory fee shall be based
         upon a percentage (%) of the market value and type of assets placed under the Registrant’s
         management (between negotiable and 1.00%) as follows:

                            Market Value of Portfolio            % of Assets
                            Initial $1 million                       1.00%
                            Next $4 million                          0.75%

                     Over $5 million                             0.50%

       Certain clients that engaged the Registrant's services prior to July 1, 2005 continue
        be grandfathered under a previous schedule.

    Fee Dispersion.
    The Registrant’s investment advisory fee is negotiable at Registrant’s discretion,
    depending upon objective and subjective factors including but not limited to: the amount
    of assets to be managed; portfolio composition; the scope and complexity of the
    engagement; the anticipated number of meetings and servicing needs; related accounts;
    future earning capacity; anticipated future additional assets; the professional(s) rendering
    the service(s); prior relationships with the Registrant and/or its representatives, and
    negotiations with the client. Certain legacy clients may have accepted different pre-
    existing service offerings from Registrant and may therefore receive services under
    different fee schedules than as set forth above. As a result of these factors, similarly
    situated clients could pay different fees, the services to be provided by the Registrant to
    any particular client could be available from other advisers at lower fees, and certain
    clients may have fees different than those specifically set forth above. The Registrant’s
    Chief Compliance Officer, Matthew Carter, remains available to address any
    questions that a client or prospective client may have regarding the above fee
    determination.

B. Clients may elect to have the Registrant’s advisory fees deducted from their custodial
   account. Both Registrant's Investment Advisory Agreement and the custodial/ clearing
   agreement may authorize the custodian to debit the account for the amount of the
   Registrant's investment advisory fee and to directly remit that management fee to the
   Registrant in compliance with regulatory procedures. In the limited event that the
   Registrant bills the client directly, payment is due upon receipt of the Registrant’s invoice.
   The Registrant shall deduct fees and/or bill clients quarterly in arrears, based upon the
   market value of the assets on the last business day of the previous quarter.

C. As discussed below, unless the client directs otherwise or an individual client’s
   circumstances require, the Registrant shall generally recommend Schwab or Fidelity
   serve as the broker-dealer/custodian for client investment management assets. Broker-
   dealers such as Schwab and Fidelity charge brokerage commissions, transaction, and/or
   other type fees for effecting certain types of securities transactions (i.e., including
   transaction fees for certain mutual funds, and mark-ups and mark-downs charged for
   fixed income transactions, etc.). The types of securities for which transaction fees,
   commissions, and/or other type fees (as well as the amount of those fees) shall differ
   depending upon the broker-dealer/custodian. While certain custodians, including Schwab
   and Fidelity, generally (with the potential exception for large orders) do not currently
   charge fees on individual equity transactions (including ETFs), others do.

    There can be no assurance that Schwab and/or Fidelity will not change their transaction
    fee pricing in the future. Fidelity and Schwab may also assess fees to clients who elect to
    receive trade confirmations and account statements by regular mail rather than
    electronically. ANY QUESTIONS: Registrant’s Chief Compliance Officer, Matthew
    Carter, remains available to address any questions that a client or prospective client may
    have regarding the above.

D. Tradeaway/Prime Broker Fees. Relative to its discretionary investment management
   services, when beneficial to the client, individual equity and/or fixed income transactions

         may be effected through broker-dealers other than the account custodian, in which event,
         the client generally will incur both the fee (commission, mark-up/mark-down) charged
         by the executing broker-dealer and a separate “tradeaway” and/or prime broker fee
         charged by the account custodian (Schwab or Fidelity).

   E. Registrant's annual investment advisory fee shall be prorated and paid quarterly, in arrears,
      based upon the market value of the assets on the last business day of the previous quarter.
      The Registrant, in its sole discretion, may charge a lesser investment management fee based
      upon certain criteria (i.e., anticipated future earning capacity, anticipated future additional
      assets, dollar amount of assets to be managed, related accounts, account composition,
      negotiations with client, etc.).

         The Investment Advisory Agreement between the Registrant and the client will continue
         in effect until terminated by either party by written notice in accordance with the terms of
         the Investment Advisory Agreement. Upon termination, the Registrant’s investment
         management fee shall be prorated through the date of termination, and any balance due
         shall be calculated as of the effective date of termination, and, at the discretion of the
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Item 7           Types of Clients

         The Registrant’s clients shall generally include individuals, business entities, trusts, estates,
         charitable organizations, pensions, and profit sharing plans. The Registrant, in its sole
         discretion, may charge a lesser investment management fee based upon certain criteria (i.e.,
         anticipated future earning capacity, anticipated future additional assets, dollar amount of
         assets to be managed, related accounts, account composition, competition, negotiations
         with client, etc.).

         Minimum Account Size
         Our minimum account size is $500,000. This minimum may be waived or reduced at the
         Registrant’s discretion.

         As result of the above, similarly situated clients could pay different fees. In addition,
         similar advisory services may be available from other investment advisers for similar or
         lower fees. ANY QUESTIONS: Registrant’s Chief Compliance Officer, Matthew
         Carter, remains available to address any questions that a client or prospective client may
         have regarding advisory fees.