KIRR Marbach & Company LLC

Item 5 – Fees and Compensation
KM’s Fees

         Kirr, Marbach & Company, LLC’s Standard Fee Schedule for Investment Advisory Services

         Annual Rate of Compensation        Market Value of Assets Managed

                    1.50%                      First $500,000

                    1.00%                      Amount Over $500,000

                  Negotiable                   Over $10,000,000

         Kirr, Marbach & Company, LLC’s Institutional Fee Schedule for Investment Advisory Services

         Annual Rate of Compensation        Market Value of Assets Managed

                   1.00%                      First $10,000,000

                   0.75%                      Next $40,000,000

                   0.65%                      Next $50,000,000

                   0.50%                      Amount Over $100,000,000

All fees are subject to negotiation.

While most clients authorize KM to deduct fees directly from their account(s), clients may also elect to pay
their fees separately without automatic fee deduction from their account(s).

The specific manner in which fees are charged by Kirr, Marbach & Company, LLC (“KM”) is established in a
client’s written agreement with KM. KM will generally bill its fees on a calendar quarterly basis, in advance.
In such cases, KM’s fees for the quarter will be calculated by multiplying (a) the market value of the client’s
account (including cash and cash equivalents) as of the last day of the preceding quarter by (b) 25% of the
Annual Rate of Compensation. For example, KM’s fee for the calendar quarter ending June 30 will be billed in
early April and will be based on the market value of the client’s account as of March 31. KM will generally not
adjust fees for capital contributions and/or withdrawals that may have been made during the quarter.
Accounts initiated or terminated during a calendar quarter will be charged a prorated fee (based on the
number of elapsed days during the account management period). Upon termination of an account, any
prepaid, unearned fees will be promptly refunded, and any earned, unpaid fees will be due and payable.

KM is a Portfolio Manager for wrap fee programs sponsored by various investment adviser/broker-dealers
(see Item 4). Under a wrap fee program, the sponsor will charge a client a specified fee or fees not based
directly upon the transactions in the client’s account. Services offered typically include investment advisory
services, execution of client transactions, custody of client assets and reporting. To the extent KM is selected

to serve as Portfolio Manager for a client who has established an account under a wrap fee program, KM will
receive a fee from the wrap fee program sponsor that is less than our Standard Fee Schedule.

Additional Third-Party Fees and Costs

In addition to KM’s fees (described on the previous page), clients will also incur in the course of KM’s
investment management of their account(s):

        Costs associated with securities transactions, such as brokerage commissions, odd-lot differentials,
         transfer taxes, wire transfer and electronic fund fees and other fees and taxes on brokerage accounts
         and securities transactions; and

        Fees charged by brokers, banks or other qualified custodians for custody services.

Client accounts that purchase securities issued by investment companies, including open-end and closed-end
mutual funds, exchange-traded funds (“ETFs”) and money market funds, may incur sales charges or service
fees to third parties in connection with such purchases, including deferred sales charges. Further, as
discussed under Item 4, such investment companies will also charge internal management fees, which are
disclosed in the applicable fund’s prospectus.

These third-party fees and costs are in addition to KM’s fees. KM does not receive any portion of these fees
and costs.

Item 12 further describes the factors that KM considers in selecting or recommending broker-dealers for
client transactions and determining the reasonableness of their compensation (e.g., commissions).

Item 7 – Types of Clients
Kirr, Marbach & Company, LLC provides portfolio management services to individuals, high net worth
individuals, corporate pension and profit-sharing plans, foundations, endowments and a registered
investment company (i.e. mutual fund).

In general, a separate KM client account needs to have a minimum of $100,000. In general, the minimum
initial investment for the Kirr, Marbach Partners Value Fund is $1,000.