Long Road Investment Counsel LLC

Item 5: Fees and Compensation
       We charge varying fees for investment management based on the initial market
value of the assets held in your account as determined by your account’s custodian. Our
fee schedule is as follows:

       .8% per year of the first $1,000,000 in assets

       .75% per year in the next $4,000,000 in assets

       .5% per year for the remaining assets

       We may negotiate a different or varying fee arrangement with you depending on
whether the account is of extraordinary size, the value of related accounts, the complexity
of your portfolio management needs, or similar matters. Our investment management
agreement with you establishes the specific manner in which we charge fees. We reserve

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the right to waive fees for family members or decline services to any person or institution
for any reason.

       Generally, for clients who come to us from Mr. Wattles’ previous firm, Arcadia
Investment Management Corporation (“AIMC”), we will match the current advisory fees
being charged their accounts at that firm.

         We calculate and set your portfolio management fees once a year. Fees are then
billed quarterly from the effective date of your account with us (the “account quarter”)
and payable in advance. At the onset of our engagement with you, we generally base our
fees on the initial market value of the assets held in your account as determined by your
account custodian’s month-end valuation statement nearest the date of your investment
management agreement with us. The following years’ fee calculations are also based on
the custodian’s month-end valuation nearest to the anniversary date of the investment
management agreement. We send fee invoices 10 days in advance of the end of the
account quarter and they are due upon receipt.

       Because we calculate and set your fee once per year as determined by the
custodian’s month-end valuation statement nearest the anniversary date of your
investment management agreement, we do not adjust the quarterly billing to reflect either
increases or decreases in the quarterly market value of your account as reflected on your
custodial account statements. This means that, in any given account quarter, you may
pay a quarterly fee that is more or less than the annualized percentage rate set at the
annual calculation date. We also do not prorate our fees for additional investments or
withdrawals of assets during the year unless the amount is substantial. We urge you to
contact us in advance of making any withdrawals or investments in order to review the
impact it may have on your portfolio.

DIRECT BILLING TO YOUR CUSTODIAN

        In your investment management agreement, you may elect to be billed directly for
our fees or authorize us to debit of our fees automatically from your custodial accounts.
If you authorize us to debit our fees from your accounts, the custodian’s statements will
show each fee deduction. You will also receive a detailed invoice from us for your
review at least 10 days before we debit our fees. You may withdraw authorization for
direct debiting of our fees from your account at any time by notifying us or your
custodian in writing.

TERMINATION OF SERVICES

        Either of us may terminate the investment management agreement upon written
notice. Upon termination, we will have no further obligation with respect to your
account. You will remain responsible for any purchase or sales transaction for your

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account that occurred prior to the date of your written termination notice, but that has not
yet settled or cleared. Any unearned portion of our portfolio management fees that you
have paid us will be refunded to you promptly, less any amount required to satisfy any
transaction related obligations. We will base the refund proration on the number of days
elapsed in the quarterly billing cycle.

OTHER FEES AND EXPENSES

        Our advisory fees are exclusive of brokerage commissions, transaction fees, and
other related costs and expenses which you may incur. Your account will separately pay
for those services and will be reported to you on your custodian’s account statements.
You may incur certain charges imposed by custodians, brokers, third-party investment
advisers, and other third parties such as: fees charged by managers, custodial fees,
deferred sales charges, odd-lot differentials, transfer taxes, wire and electronic funds
transfer fees, and other fees and taxes on brokerage accounts and securities transactions.
Mutual funds and exchange traded funds (“ETFs”) also charge internal management fees,
which are disclosed in each fund’s prospectus. Such charges, fees and commissions are
exclusive of and in addition to our fee. We do not receive any portion of these
commissions, fees, and costs.

       Consequently, for any type of mutual fund investment, including ETFs, it is
important for you to understand that you are directly and indirectly paying two levels of
advisory fees and expenses: one layer of fees at the fund level and one layer of advisory
fees and expenses to us. Generally speaking, most mutual funds and ETFs may be
purchased directly, without using our services and incurring our advisory fees.

Item 7: Types of Clients
       We provide investment management services to individuals, high net worth
individuals, trusts, estates, and charitable institutions.

MINIMUM ACCOUNT SIZE

       The minimum account size is $1 million, but we reserve the right to waive that
requirement at our discretion. Assets in related accounts may be grouped to satisfy the
minimum account size requirement.

Part 2A of Form ADV                          5               Long Road Investment Counsel, LLC