Teton Advisors LLC

Item 5         Fees and Compensation

    A. Investment Management Fees
 The stated investment management fee for new clients is generally one percent per year.
 Depending on the circumstances, Teton will negotiate its fees. Teton also offers break points
 based on the level of assets under management for an account. As noted, Teton will customize
 management styles for accounts and fees for such accounts vary. Advisory fees for new
 accounts often exceed those prevailing historically.

    B. Payment of Fees
 Some clients authorize Teton to debit its advisory fees directly from their accounts. Investment
 management fees are generally payable on the first day of each calendar quarter for that quarter
 and are based on the total market value of the assets in the client’s account (including net realized
 appreciation or depreciation of the investments and cash, cash equivalents and accrued interest).
 For those clients that authorize Teton to debit fees from their accounts, Teton will typically
 deduct its fees in advance for a quarter based on the market value of the account on the last day
 of the previous quarter. Some clients request alternative arrangements to pay their fees. All
 clients will receive quarterly bills from Teton for its fees. If a new client account is established
 during a quarter or a client makes an addition to its account during a quarter, the investment
 management fee will be prorated for the number of days remaining in the quarter. If a client’s
 investment management agreement is terminated or a withdrawal is made from a client account
 during a quarter, the fee payable to Teton will be calculated based on the value of the assets on
 the termination date or withdrawal date and prorated for the number of days during the quarter
 in which the investment management arrangement was in effect or such amount was in the
 account (except during the last 15 days of the quarter where the fee will be charged for the entire
 quarter).

    C. Other Fees and Expenses
 In addition to paying investment management fees, client accounts also are subject to other
 expenses such as custodial charges, brokerage fees, commission and related costs, interest
 expenses, taxes, and other portfolio expenses.
    D. Prepayment of Fees
 As stated in Item 4B, certain clients pay Teton’s fee in advance. A client can obtain a refund of
 a pre-paid fee if their advisory agreement is terminated or a withdrawal is made from the account
 15 days or more before the end of the billing period. Clients who withdraw assets from their
 accounts 15 days or more before the end of billing period will receive a credit for the advisory
 paid that will be applied to future advisory fees that will be paid to Teton.

    E. Additional Compensation

 Current portfolio managers, relationship managers and/or professional staff of Teton and its
 affiliated persons receive a portion of Teton's advisory fee on client accounts pursuant to
 incentive arrangements promulgated by Teton from time to time.

Item 7       Types of Clients

As previously noted in Item 1, Teton offers investment management services to, among others,
the following types of clients: employee benefit plans, endowments, foundations, corporations,
limited partnerships, trusts, estates, domestic and offshore investment companies (generally as
sub-adviser), high net worth individuals, and private investors. Teton may also act as an
investment manager for third-party wrap programs.

Unless otherwise specified in its portfolio description, Teton generally requires a minimum
account size of one million dollars for its standard full-service discretionary investment
management account, which it waives under certain circumstances. If a client account falls
below the minimum requirement due to market fluctuations only, a client will not be required to
invest additional funds with Teton to meet the minimum account size.