Tieton Capital Management LLC

Item 5: Fees and Compensation
  A. Tieton Capital Management is compensated with fees based off the quarter-end value
     of clients’ accounts. The fee is 1.0% annually, which is assessed as 0.25% per
     quarter, in advance. For the limited number of select clients for whom no-load
     mutual funds are purchased, the annual fee is 0.25%, which is assessed as 0.0625%
     per quarter, in advance. This lower fee reflects the lower level of potential value we
     can add and the smaller time requirement selecting mutual funds. The firm’s fees
     are not negotiable. Fund of fund clients are the exception due to their multiple fee
     layers.

  B. As part of the Tieton Capital discretionary management agreement, clients choose
     whether the firm’s fee is deducted directly from their accounts or whether they pay
     separately. Either way, fees are assessed quarterly based off the client’s account
     value at quarter-end.

  C. In addition to the Tieton Capital fee, clients will incur custodian fees and brokerage
     fees. In some cases, custodian fees are included in the brokerage fees.        For the
     select clients for whom no-load mutual funds are purchased, the mutual funds assess
     their own management fees. Clients will incur brokerage and other transaction
     costs. For additional information, please see “Item 12: Brokerage Practices” later in
     this document.

  D. New individual clients must pay fees in advance. If the agreement with Tieton
     Capital is terminated prior to the end of a quarter, fees are refunded on a pro-rata

      basis based off the number of days remaining in the quarter that our services were
      not provided.

   E. No one in the firm receives compensation for selling securities or other investment
      products.