Morgan Dempsey Capital Management LLC

Item 5 - Fees and Compensation

        Investment Management and Wealth Management Services Fee

As compensation for its services, Morgan Dempsey charges a percentage of the market value of the assets
it manages. The fees are based on an annual percentage rate applied to the market value of the portfolio
on a quarterly basis. Clients may choose to be invoiced, or Morgan Dempsey can direct debit from the
Client’s custodial account quarterly in advance. Morgan Dempsey may bill in arrears for certain
institutional clients when negotiated. In most cases, the fees are calculated based upon the market value of

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the portfolio at the end of each quarter, although some accounts are billed based upon the market value of
the portfolio at the beginning of the quarter. The timing of calculations is determined in the services
agreement before services begin. For clients billed at the beginning of each quarter, and in the event that
a client terminates their investment advisory contract prior to the end of the quarter, the fee will be
recalculated from the beginning of the quarter to the termination date; any difference between what was
paid and the new fee will be returned to the Client. For clients billed at the end of each quarter, and in the
event that a client terminates their investment advisory contract prior to the end of the quarter, the fee will
be pro-rated for the partial period that the account was under management. The agreement generally may
be terminated by either party without penalty upon 30 days written notice.

Our standard fee for separately managed Large Cap Value accounts is 0.50% annually, negotiable at our
discretion. For certain advisory clients invested in the Large Cap Value separately managed account
(“SMA”) strategy, the Firm may, at the client’s request, temporarily invest proceeds from tax-loss
harvesting transactions in the Morgan Dempsey Large Cap Value ETF to maintain market exposure. The
ETF charges its own management fee (currently 0.58%), which is separate from and in addition to the
advisory fee charged on the SMA account. Clients should understand that this may result in layered fees
during the period the ETF is utilized. Under no circumstances is a client required to invest in the ETF, and
alternative investment options are available.

For clients receiving Wealth Management services, the maximum advisory fee will not exceed 0.50% (50
basis points) of assets under management annually, although fees are negotiable and may vary depending
on the scope of services provided.

The Firm will negotiate fees for accounts of substantial size, or with platforms with small accounts that in
aggregate are of substantial size, or with large institutional manager-of-manager accounts whose multi-
manager investment guidelines and business model require a lower fee, or with accounts which are
affiliated, whether by family or corporate relationships.

        Services to Broker-Dealers Fee

For management of accounts through the small account program with brokerage firms, the clients are
charged a fixed percentage commission and management fee, which is usually in excess of 1% in
aggregate. Due to this all-inclusive fee arrangement, the annual fee paid by clients may be more or less
than the total fee charge if separate fees were charged for each service. Full disclosure is made with
respect to the significance of the fee arrangement by the broker-dealers’ program brochures.

        Unified Managed Account Service Fee

Asset-based fees for this service typically range from 27-40 basis points, because no account management
services are provided by Morgan Dempsey. It only provides purchase and sale recommendations to other
advisers who decide whether to follow any of the recommendations with respect to the accounts managed
by them.

        Other Fees

Fees paid to Morgan Dempsey are for Morgan Dempsey Investment Management Services only. The
fees do not include, for example, fees charged by third parties such as third-party managers or accountants
and attorneys assisting with providing the Client with accounting and legal advice. Commissions on
transactions and other account fees will also be charged by brokerage firms in accordance with the
account’s brokerage or custodial Firm’s normal commission schedule. See Item 12, Brokerage Practices.

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Prospective clients should be aware that in addition to Morgan Dempsey’s advisory fees, each exchange-
traded fund or mutual fund in which a client’s assets are invested also pays its own advisory fees and
other internal expenses which already have been deducted from the fund’s reported performance.

Item 7 – Types of Clients/Minimum Account Size

Morgan Dempsey makes its advisory services available to a wide variety of clients including, but not
limited to State or Municipal Government entities, Investment Companies, Pension & Profit Sharing
Plans, Charitable Organizations, and Corporations or other businesses, Individuals, and High Net worth
individuals.

Morgan Dempsey’s minimum account size for its Large Cap Value and Micro Cap equity strategies is
$100,000. The minimum account size for the Enhanced Income strategy is $400,000. The minimum
account size for Wealth Management clients is $3,000,000. Morgan Dempsey may waive the minimum
account size requirements if circumstances exist, which cause the Firm to believe a prospective account
will grow in size to meet those requirements.