FORM OF NEW INVESTMENT ADVISORY AGREEMENTInvestment Advisory Agreement • March 1st, 2006 • Icm Series Trust • Massachusetts
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/Isabelle Small Cap Value...Investment Advisory Agreement • March 1st, 2006 • Icm Series Trust
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/Isabelle Small 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 A
