Rodgers Brothers Inc

Item 5 Fees and Compensation
Rodgers Brothers is compensated for management based on a percentage of the assets under
management.

The basic annual schedule is:

1% of the first $2,500,000 undermanagement

0.75% in excess of $2,500,000 to $5,000,000 under management
0 .5% in excess of $5,000,000 undermanagement

Fees are negotiable.

Clients are billed quarterly for management. The client may choose to have fees deducted from their
accounts or they may choose to pay management fees from other sources. The calculation of the
management fee is sent to each client quarterly, whether they choose to have fees deducted or
choose to be billed for the service.

The advisory fee is based on the asset value on the last day of the quarter and payable at the end of
the quarter during which the services were rendered. The initial fee, prorated if for a period of time less
than three months, is based on the value of the assets on the day that the assets are received for
management.

Compensation is payable after service has been provided. If service is terminated at any time other
than the end of a billing period, the fees are prorated to reflect the actual number of days that the
account was managed.

In the event that Rodgers Brothers is managing assets held in mutual funds, clients may be charged a
proportionate amount of the operating expenses of the various funds (including management fees paid
to the funds' advisers) by the mutual funds.

Rodgers Brothers serves as Adviser for the Monongahela All Cap Value Fund (MCMVX), and receives
an advisory fee for management services. The Monongahela All Cap Value Fund is a no-load mutual
fund. At times, an investment in MCMVX may be appropriate for an advisory client based on the
client's objectives and the size of the account. If Rodgers Brothers directs assets of a managed
account into the MCMVX mutual fund, the relationship between Rodgers Brothers and MCMVX is to be
fully disclosed to the client, and the management fee for the assets invested in this mutual fund is
waived. Rodgers Brothers receives 0.75 basis points (0.75 %) per annum from the mutual fund for
management of MCMVX.

In addition to the advisory fee, the client will pay custodial fees and account charges based on the
charges of the broker/dealer with whom they have chosen to hold their assets. These fees, for
example, may include custodial fees for IRAs, ticket charges to execute trades, charges for wiring
funds, stopping checks or sending second party checks. These fees would be in addition to the
management fee charged by Rodgers Brothers for directing investments. Please refer to Item 12,
Brokerage Practices on pages 12-13 of this brochure for additional details.

Rodgers Brothers does not require or accept pre-payment of fees for our services. We do not believe
that there is a conflict of interest or an incentive for the investment adviser to recommend any specific
product.

Item 7 Types of Clients
Rodgers Brothers generally provides advisory services to individuals, trusts, estates and charitable
organizations, banks, pension and profit sharing plans and businesses. The minimum amount to be
managed is $1,000,000. Exceptions may be made at Rodgers Brothers' discretion.