Ironwood Capital Management, LLC ("ICM"), serves as the investment adviser to
the ICM Series Trust (the "Trust") pursuant to an Investment Advisory Agreement
(the "Agreement") between the Trust and ICM with respect to the ICM/Xxxxxxxx
Xxxxx Cap Value Fund (the "Fund"). On November 16, 2005, ICM entered into a
transaction agreement (the "Transaction Agreement") with MB Investment Partners,
Inc. ("MBIP") and MB Investment Partners and Associates LLC ("MBA") regarding a
proposed transaction (the "Transaction"), upon the closing of which MBA would
acquire ICM. Pursuant to the Transaction Agreement, MBA agreed to acquire ICM
for a combination of cash and equity in MBA. The Transaction was consummated on
January 24, 2006 (the "Closing Date"). The Transaction resulted in a change in
control of ICM and an assignment and automatic termination of the Agreement
pursuant to the terms of the Agreement. On October 17, 2005, the Trust's Board
of Trustees (the "Board") approved an Interim Investment Advisory Agreement
between the Trust and ICM (the "Interim Agreement") to become effective upon
closing of the Transaction. At that time, the Board also approved a form of new
investment advisory Agreement (the "New Agreement") between the Trust and ICM,
intended to take effect upon obtaining the approval by the Fund's shareholders
at a special meeting currently scheduled for April 18, 2006. The terms,
including the advisory fee, of the Interim Agreement and the New Agreement, are
the same in all material respects as those of the Agreement.
