Middle Street Capital LLC

Item 5: Fees and Compensation

 A. Fee Schedule

Asset-Based Fees for Portfolio Management
 Total Assets Under Management                                    Annual Fee
 $0 – $2,000,000                                                  0.50%
 $2,000,001 – $10,000,000                                         0.25%
 $10,000,001 and Up                                               0.125%

These fees are generally negotiable and the final fee schedule is attached as Exhibit II of the
Investment Advisory Contract; the investment adviser may decide to charge a lower fee to
individuals that are in any range above that are business partners, family members, co-workers,
etc. Clients may terminate the agreement without penalty for a full refund of MSCL’s fees within
five business days of signing the Investment Advisory Contract. Thereafter, clients may terminate
the Investment Advisory Contract generally with 30 days’ written notice.
MSCL bills based on the balance on the first day of the billing period. MSCL uses the value of the
account as of the last business day of the prior billing period.

 B. Payment of Fees

Payment of Asset-Based Portfolio Management Fees
Asset-based portfolio management fees are withdrawn directly from the client’s accounts with
client’s written authorization on either a monthly or quarterly basis. Fees are paid in arrears or in
advance depending upon the client’s contractual agreement.

 C. Client Responsibility For Third Party Fees

Clients are responsible for the payment of all third party fees (i.e. custodian fees, brokerage fees,
mutual fund fees, transaction fees, etc.). Those fees are separate and distinct from the fees and
expenses charged by MSCL. Please see Item 12 of this brochure regarding broker-
dealer/custodian.

 D. Prepayment of Fees

Refunds for fees will be returned within fourteen days to the client via check, or return deposit
back into the client’s account. Clients may terminate the agreement without penalty for a full
refund of MSCL’s fees within five business days of signing the Investment Advisory Contract. For
all asset-based fees paid in advance, the fee refunded will be equal to the balance of the fees
collected in advance minus the daily rate* times the number of days elapsed in the billing period
up to and including the day of termination. (*The daily rate is calculated by dividing the annual
asset-based fee rate by 365.)

 E. Outside Compensation For the Sale of Securities to Clients

Neither MSCL nor its supervised persons accept any compensation for the sale of securities or
other investment products, including asset-based sales charges or service fees from the sale of
mutual funds.

Item 7: Types of Clients

MSCL generally provides advisory services to the following types of clients:
   •    High-Net-Worth Individuals
   •    Individuals
   •    Pension and Profit Sharing Plans (including 401(k) plans)
   •    Charitable Organizations

Minimum Account Size
There is an account minimum of $25,000 or at least one other account in the household that is
above the $25K minimum, which may be waived by MSCL in its discretion.