Metropolis Capital Limited

Item 5. Fees and Compensation
Fees paid to Metropolis for investment advisory services are generally dependent on the nature
of the services being provided. In addition to management fees, which cover only the Firm’s
advisory services, clients bear other costs that are necessary or incidental to the advisory service.
These expenses may vary from client to client, although all clients will be subject to certain types
of incidental expenses, including costs associated with buying, selling, or holding investments,
such as custody fees and charges, legal expenses, and expenses associated with transactions such
as taxes, duties and commissions, commission equivalents and other brokerage expenses.
The Firm’s fees and any incidental expenses may be paid out of client assets or directly by the
client according to the terms of their agreement.

MI Metropolis Valuefund and Other Pooled Investment Vehicles
The annual management charge (“AMC”) paid to Metropolis from the MI Metropolis Valuefund
(the “Fund”) ranges from 0.60% to 1.00% of fund assets under management, depending upon
the share class invested into and is paid monthly in arrears. Expenses are charged to the Fund in
addition to the AMC; these include fund accounting, administration, the fees of the Custodian,
Depository and Authorised Corporate Director (“ACD”), regulatory filings, transfer agency, legal
and audit fees. Transaction fees to support the investment activities are also charged to the
Fund, the amounts of which will vary based on the frequency of trading and execution venues
being used by the Firm.
If a request for a side letter is received from a potential Investor, the terms would require the
approval of the ACD. The ACD would ensure that any terms of a side letter would not have a
negative impact on any other Investor and any changes to the prospectus would apply to all

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Brochure ADV Part 2A

Investors. The MI Metropolis Valuefund is a UK OEIC subject to UK UCITS regulations and is not
offered to US investors.
The other pooled investment vehicles have their own structure, annual management charge
levels and expense arrangements which may be different to the MI Metropolis Valuefund and
are set out in the respective confidential private placement memorandum or IMA. The Private
Fund is only available for investment by qualified purchasers, as defined under the Investment
Company Act.

Fees for pooled investment vehicles are generally not negotiable. Fee and expenses are accrued
and paid monthly in arrears. Each vehicle is managed in accordance with the stated investment
objectives, strategies, restrictions and guidelines found in the relevant confidential private
placement memorandum.

Institutional Separately Managed Accounts (“SMA”)
Institutional SMA clients bear trading expenses directly including brokerage commissions, “bid-
ask” spreads and other foreign exchange spreads, mark-ups, clearing fees, stock loan expenses
(if applicable), registration and transfer fees, regulatory and governmental charges and duties,
and other transactional fees and expenses relating to their investments. SMAs are obligated to
pay all income, dividend withholding, capital gains and other taxes related to their underlying
investments. In addition, Institutional SMA clients may be required to reimburse Metropolis for
extraordinary legal expenses including expenses incurred to protect or promote the investment
rights or obligations of the Institutional SMA clients and legal or accounting expenses incurred in
connection with reclaiming foreign withholding taxes or reducing liability in relation to foreign
capital gains taxes. Institutional SMA clients are responsible for paying their own legal, audit and
accounting fees as well as annual audit fees and tax return expenses (if any). Institutional SMA
clients pay any fees payable to their separately appointed custodians, trustees, fund
administrators, managers, managing members, auditors, tax advisors and other similar service
providers.
Fees are negotiated on a case-by-case basis and set forth in the applicable IMA or similar
agreement. SMA clients are generally invoiced for fees on a quarterly basis.
For further information related to the Firm’s brokerage practices, please see Item 12 of this
brochure.

Item 7. Types of Clients
Metropolis provides its portfolio management services to institutional clients which can include:
corporate pension schemes, local authorities, charitable institutions, foundations and
endowments, government entities, sovereign funds, U.S. domiciled funds and non-U.S. domiciled
funds.
The Firm will generally set account minimums for Institutional SMA clients on a case-by-case
basis. The MI Metropolis Valuefund has minimum share class subscription levels as set out in the
fund prospectus. These minimums may be waived by the Fund’s ACD in its sole discretion. The
other pooled investment vehicles delegated to the Firm for discretionary management may also
have minimum share class subscription levels as set out by the relevant investment management
company. The minimum subscription for the Private Fund is typically $2,000,000.
In no event should this brochure be considered to be an offer of interest in the MI Metropolis
Valuefund or any other pooled investment vehicle which is sub-advised by Metropolis or relied
upon in determining to invest.