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  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.