Kirr, Marbach & Company, Inc. commenced business on May 1, 1975 and converted to Kirr, Marbach & Company, LLC (“KM”), an Indiana limited liability company, in 1994. The principal owners of KM are Mark D. Foster, CFA, Chief Investment Officer and Mickey Kim, CFA, Chief Operating/Compliance Officer. KM manages separate accounts and is the adviser to the Kirr, Marbach Partners Value Fund (“Value Fund”-- KMVAX), an open-end registered investment company (i.e. a mutual fund). Client accounts range from asset allocations of 100% equities/0% fixed income to 0% equities/100% fixed income. An investment with KM is suitable for long-term investors only. KM client accounts and shares of Value Fund are not short-term investment vehicles. On the equity or stock investment side of our business, our investing style is “Value.” Our sole equity offering is our “All-Cap Value” strategy/product. The holdings in our “All-Cap Value” strategy/product include large- capitalization (>$15 billion) stocks, mid-/medium-capitalization ($1-$15 billion) stocks and small- capitalization (<$1 billion) stocks we believe are priced at a discount to our evaluation of “intrinsic value.” Because of KM’s focus on value investing, an investment with KM may not be a complete investment program for the equity portion of your portfolio. Additionally, since our “All-Cap Value” strategy/product is proprietary and the sole product/strategy we recommend and, given our fees are based on assets under management, this creates a conflict of interest between KM and its clients in that KM benefits from recommending clients place more of their assets in KM’s proprietary strategy/product. When researching a stock, we evaluate it as if we were going to own the entire business for many years. We look for stocks we believe are undervalued relative to our evaluation of “intrinsic value” and possess certain characteristics we believe will lead to higher market prices over time. We rely primarily on our own fundamental research to identify attractive candidates for investment and use a number of proprietary and non-proprietary sources, including computerized fundamental databases, brokerage and other industry contacts and management interviews. In the fundamental research process, we review certain attributes we believe are important, such as:
• Strong, shareholder-oriented management;
• Strong balance sheet and financial characteristics;
• Low price to earnings ratio;
• Low price to earnings growth (i.e., growth at a reasonable current price);
• Low price to free cash flow ratio;
• Current price reflects substantial discount from the liquidation or sale value of its underlying assets;
• Positive change in company and/or industry fundamentals; and
• Lack of following by a significant number of analysts or out of favor. The securities we select typically possess some but not all of the above attributes. Finally, we look for a “catalyst” (such as a management change, financial restructuring, insider buying or new cost cutting/growth initiatives) that we believe will close the gap between the stock’s current price and our evaluation of its “intrinsic value.” Current income from dividends is generally not a primary factor when we research stocks. Stocks held in client accounts are subject to stock market risks and significant fluctuations in value. Investing in securities involves risk of loss that clients should be prepared to bear. The primary risk factors include:
• Stock Market Risk: If the stock market declines in value, the stocks owned in client accounts are likely to decline in value. Increases or decreases in value of stocks are generally greater than for bonds or other debt investments.
• Mid-Cap/Small-Cap Risk: Mid-/medium-capitalization and small-capitalization companies may not have the size, resources or other assets of large-capitalization companies. The securities of mid-/medium-capitalization and small- capitalization companies may fluctuate more than those of large- capitalization companies. Small-capitalization stocks are often very sensitive to changing economic conditions and market downturns because small-capitalization issuers typically have narrower markets for their products or services, fewer product lines and more limited managerial and financial resources than larger issuers. Accordingly, the stocks of small-capitalization companies may be more volatile than those of larger issuers.
• Stock Selection Risk: The stocks selected by KM may decline in value or not increase in value when the stock market in general is rising.
• Liquidity Risk: KM may not be able to sell stocks at an optimal time or price. Additionally, the securities of mid-/medium- and small-capitalization companies may be less liquid than those of large-capitalization companies, meaning KM might have greater difficulty selling such securities at a time and price that KM would like.
• Foreign Investment Risk: KM’s foreign investments may increase or decrease in value depending on foreign exchange rates and foreign political and economic developments. Client accounts may also hold foreign equity securities, such as American Depository Receipts (“ADRs”), which are receipts issued by a U.S. bank or trust company that evidence ownership of non-U.S. securities and are traded on a U.S. exchange or in the over-the-counter market. In addition, client accounts may hold shares of investment companies, including open-end and closed-end mutual funds and/or exchange-traded funds (“ETFs”) that invest in foreign equity securities. There may be fees and expenses, in addition to our investment management fee, associated with investing in ADRs, open-end and closed-end mutual funds and ETFs. Shares of closed-end funds and ETFs may trade at a discount or premium to their net asset value in the secondary market. As noted above, foreign equity securities are subject to a variety of additional risk factors and other investment considerations On the fixed income side of our business, we made the decision in late 2018 that, going forward, it was in clients’ best interests to utilize “defined maturity” exchange-traded funds (“ETFs”) instead of individual fixed income securities. We believe these ETFs offer better trading liquidity and greater diversification than we could achieve with constructing and holding a portfolio of individual fixed income securities. Further, in our judgement these benefits justify clients paying two levels of fees (i.e. both the ETF’s and KM’s fees). As individual fixed income securities currently held in client portfolios are sold or mature, our plan is to replace them with these ETFs. We previously purchased intermediate maturity (5-10 years) Investment Grade Corporate,

U.S. Government/Agency and High-Current-Yield Corporate debt. Our fixed income strategy was to assess the relative attractiveness of intermediate maturity investment grade corporate, United States Government/Agency and high-current-yield corporate securities and construct a portfolio blending these securities that offers what we believed was an attractive risk/return profile. We relied primarily on our own fundamental research. High-current-yield corporate debt securities, sometimes known as “high yield bonds,” “non-investment grade bonds” or “junk bonds,” were a component of our fixed income investment strategy and may still comprise a material proportion of a client’s fixed income portfolio. High-current-yield corporate debt securities typically offer a greater yield than comparable maturity investment grade corporate debt and United States Government/Agency securities. However, high-current-yield corporate debt securities have a higher risk of default than investment grade corporate debt and United States Government/Agency securities. In addition, the market for trading high-current-yield corporate debt is significantly less developed than are the markets for investment grade corporate debt or United States Government/Agency securities. The market for trading high-current-yield corporate debt securities is an “over-the-counter” market where the individual market- making brokers’ “bids” and “offers” are not updated and displayed on a continuous basis (as is the case with the NASDAQ National Market for over-the-counter stocks). The market for trading high-current-yield corporate debt securities is inherently less “liquid” than are the markets for trading investment grade corporate debt and United States Government/Agency securities. The market for trading high-current-yield corporate debt securities has experienced periods when it has been very difficult for us to effect transactions quickly and/or close to recent quoted price levels. In addition, while we typically engaged in a “block” purchase (typically $1 million or more par value) of a high-current-yield corporate debt security, the “block” was allocated among individual client accounts for whom we determined the security was an appropriate investment. Accordingly, such allocations resulted in individual client accounts owning “non-block” or “odd lots” of bonds. These “non-block” or “odd-lot” positions may be extremely difficult, if not impossible, to sell quickly and/or at levels close to recent quoted “block” prices. Corporate debt securities rated as investment grade by one or more of the major credit rating agencies (Standard & Poor’s, Moody’s Investor Service and Fitch Ratings) generally carry less risk of default than do securities that are unrated or carry ratings below investment grade, but more risk of default than U.S. Government/Agency securities. The trading market for investment grade corporate debt securities is typically an “over-the-counter” market where the individual market-making brokers’ “bids” and “offers” are not updated and displayed on a continuous basis. The market for trading investment grade corporate debt securities has experienced periods of “illiquidity,” which may make it difficult for us to effect transactions quickly and/or at the recent quoted price levels. In addition, similar to above, “non-block” or “odd lot” positions may be extremely difficult, if not impossible, to sell quickly and/or close to recent quoted “block” price levels. The trading market for U.S. Government/Agency securities is generally highly liquid, is updated continuously and is readily available for us to view on quotation services such as Bloomberg. “Non-block” or “odd lot” positions are generally quickly salable at a small discount to recent quoted “block” price levels. Client accounts may hold shares of investment companies, including open-end and closed-end mutual funds, exchange-traded funds (“ETFs”) and money market funds. Investment companies pay advisory fees to their investment advisors, which reduce the net asset value of the funds’ shares. Additionally, we charge our clients an advisory fee based on the value of their total portfolio, which may include investment company holdings. Therefore, if and to the extent a client’s account is invested in investment companies, the client will pay two levels of advisory fees for the management of the client’s assets, both directly to KM and indirectly through the management fees assessed by the investment companies in the client’s account. We will invest in such investment companies when, in our judgment, the potential benefits of such investments, such as increased liquidity and/or diversification, justify the payment of any associated fees and expenses. Client accounts range from asset allocations of 100% equities/0% fixed income to 0% equities/100% fixed income. Client accounts with similar asset allocations will generally hold the same or similar securities in the same or similar proportions. KM is also a Portfolio Manager for Wrap Fee Programs sponsored by various Investment Adviser/Broker-Dealers. KM manages wrap fee program accounts in the same or similar manner as its regular client accounts. Under a wrap fee program, KM is the portfolio manager and does not enter into a separate investment advisory agreement with the wrap fee program client. KM receives a portion of the wrap fee program client’s wrap fee program fee from the wrap fee program sponsor (see Item 5). We provide information and education on Retirement Account distributions and rollovers, but we do not make recommendations about Retirement Account distributions and rollovers. A conflict of interest would arise if KM were to make recommendations about Retirement Account distributions and rollovers, including plan rollovers to IRAs, IRA to IRA transfers, IRA to plan rollovers, plan to plan rollovers and change of account types for a plan or IRA (each, a “rollover recommendation”) if it results in KM receiving compensation that it would not have received absent the recommendation, for example, fees for advising or managing a rollover IRA. As a result, KM does not make Retirement Account distribution and rollover recommendations. Instead, KM provides educational information about the alternatives available to the Retirement Account investor. In this way, the investor can make an independent informed decision about whether to take a distribution and/or make a rollover. KM is able to accommodate client investment restrictions (including, but not limited to, restrictions such as no foreign holdings, no holdings in certain specified sectors or investment grade-rated debt only). As of December 31, 2023 KM managed $434,607,983 on a discretionary basis (170 clients). KM did not manage any client assets on a non-discretionary basis.