Miller Investment Management LP

Fees and Compensation

MIM is compensated by fees paid by clients. Fees charged for managing separately managed accounts
(each an “SMA”) or Private Funds holding publicly traded securities and mutual funds are the greater of a
percentage of the market value of the client assets under management by MIM or a minimum fee, if
applicable, as stated in the advisory agreement or limited partnership agreement. The percentage fee
for SMAs and such Private Funds is equal to or less than one percent (1%) per annum and may have a
minimum fee as stipulated in the investment advisory agreement.

Fees and expenses related to Private Funds are governed by the respective fund documents and any
amendments thereto. In the case of Private Funds invested in private equity or real estate, the fees are
based on contributed, committed or unreturned capital as specified in the applicable fund documents
and may be as high as two percent (2%). Fees from certain Private Funds which are invested in illiquid
assets have been accrued until the fund has liquidity to pay such fees. Investments in the same portfolio
company may be held in more than one Private Fund. Direct expenses, including travel related expenses,
attributable to a Private Fund are paid from the respective funds and expenses related to more than one
Private Fund are allocated pro rata across all applicable funds. In Private Funds, a performance-based fee,
or carried interest, is also generally charged (see “Performance-Based Fees & Other Compensation”
below).

MIM Management fees are negotiable, and MIM can agree to a different Investment advisory fee
structure, prorate a fee, or waive a fee entirely based upon specific facts and circumstances including, but
not limited to, the client’s financial situation and circumstances, the amount of a client’s and family
members’ assets under management and/or anticipated to be under management, the complexity of
services provided, negotiations with the client, whether the client is a current or former employee of MIM,
etc. Fees are generally charged quarterly in advance based on the average month-end value of the
account for the preceding three months as reported in MIM’s portfolio accounting software which is used
for billing. Timing of accrued interest, or private loans or funds held outside of a custodial account may
result in a discrepancy between the value reported on the custodial statement and the portfolio
accounting software which MIM utilizes to calculate client fees. MIM’s investment advisory agreement
permits fees to be directly debited from client accounts. If requested, clients can be billed directly for
fees.

In addition to the MIM fees described in the previous paragraphs, any fees charged by the custodian of
client assets will be paid by the client. Clients will also bear their proportionate share of any fees or
expenses that are charged by mutual funds, sub-advisors, or investment entities in which their assets are
invested. If specific securities, including exchange traded funds, are purchased or sold for clients, they
incur brokerage or other transaction costs (See Brokerage Practices).

A client can terminate an investment advisory contract for an SMA at any time upon thirty (30) days prior
written notice. In the event of a termination, MIM will refund to the client that portion of any prepaid
advisory fees that cover the period for which MIM is no longer managing the client’s assets, calculated to
the date of termination.

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Firm Brochure

For retirement consulting services for retirement plans, MIM receives compensation through both a one-
time setup fee and an annual fee based on assets in the plan. Both fees are negotiable. MIM’s licensure
as an insurance agency expired in December of 2025 and was not renewed. MIM has an advisor who is a
licensed insurance broker (see below under “Other Financial Industry Activities and Affiliations”) and
receives customary commissions from the insurance agency for the sale of insurance products to clients.
MIM does not share in those commissions which are separate from and in addition to the advisory fees
paid to MIM. This presents a conflict of interest because the licensed insurance broker has a financial
incentive to recommend insurance products to clients as he would benefit from the commission. When
recommending commissionable products to clients, MIM has a duty to recommend only products that
are suitable for the client. Clients are not obligated to act on any insurance recommendations or place
any transactions through MIM’s employee who is an insurance broker.

The commission earned by its employee who is a licensed insurance broker on insurance products sold
are customary for such products and are in addition to the investment advisory fees paid to MIM.

Performance-Based Fees & Other Compensation

For certain Private Funds, MIM charges both a fixed percentage based on the amount of assets under
management and a performance-based fee or carried interest. This situation causes a conflict of interest
in that MIM would have higher compensation from investments in such Private Funds than from SMAs.
As such, MIM would have an incentive to recommend an investment in such a Private Fund or could focus
more management attention and/or put higher growth investments in such Private Funds. This conflict of
interest similarly arises for an account that pays a different management fee than another account,
especially if a client can choose to be invested in either account. With respect to Private Funds with
performance-based fees, paid to MIM or an affiliate of MIM, MIM mitigates this conflict of interest by not
using its discretionary authority over client accounts to invest in such funds, and investing client assets in
such funds only with confirmatory written authorization from its clients.

Types of Clients

MIM provides investment advisory services to pension and profit-sharing plans, business entities,
charitable organizations, foundations, endowments, Private Funds, trusts, estates and individuals.

SMAs are managed in accordance with the investment objectives set by the client. On the other hand,
the Private Funds are managed only in accordance with each Private Fund’s investment objectives and
are not tailored to any particular fund investor’s investment objectives. Since MIM does not provide
individualized advice to Private Fund investors, they should consider whether a particular Private Fund
meets their investment objectives and risk tolerance prior to investing. Information about each Private
Fund can be found in its confidential private offering memorandum or similar offering documents and
governing documents and any amendments thereto. This disclosure brochure is designed solely to
provide information about MIM and should not be considered to be an offer of an interest in any MIM
Private Fund.

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Firm Brochure

MIM also provides consulting services to the trustees and administrators of retirement plans as well as to
certain portfolio companies in select Private Funds.

Methods of Analysis, Investment Strategies and Risk of Loss

MIM uses both fundamental and technical security analysis. It obtains information from financial
newspapers and magazines, research materials prepared by others, and corporate rating service reports.
It also analyzes annual reports, filings with the Securities and Exchange Commission, prospectuses and
corporate financial statements, forecasts and press releases, as well as primary information such as
government statistics. A primary source of information MIM uses to guide investment decisions is the
accumulated knowledge and professional expertise of the Investment Strategy Committee (see “Advisory
Business” above).

In general, MIM buys investment assets with a long-term focus (held for more than 1 year); however,
investments are held for less than 1 year if market conditions warrant. Some MIM limited partnership
agreements and some client investment advisory agreements permit the use of additional investment
strategies. When deemed appropriate and permitted in the governing advisory agreement or limited
partnership agreement, MIM may utilize strategies such as trading (holding securities for less than 30
days), short sales, margin transactions, and option strategies, including covered options, uncovered
options and spread strategies. Strategies vary from client to client for portfolios invested in public
securities, based upon the client's investment objective and information provided by, and opinions of,
MIM's Investment Strategy Committee, research by MIM's staff, and, ultimately, the decisions made by
MIM's Portfolio Management Committee (see Brochure Supplement) and General Partner. Private Funds
where MIM serves as the general partner or investment adviser have various strategies, objectives and
risks which are addressed in their respective confidential private offering memoranda and related
governing documents and any amendments thereto.

Investing in securities involves risk of loss that any client should be prepared to bear, as securities can
decline in value. Using short-term purchases and trading can create a higher tax burden than purchasing
and holding a security for longer than one year.

MIM may engage in short sales or margin transactions only if permitted by the applicable agreement
(investment advisory agreement or Private Fund partnership agreement) and with client permission and
adequate disclosure. In addition, hedge fund managers used by Private Funds or mutual fund managers
use these techniques for assets managed by them. In such cases, accounts will incur margin interest
charges due to margin transactions or items such as short-term cash flow needs to support trade
implementation (i.e., temporary cash shortfall due to different settlement dates). With these exceptions,
MIM does not use leverage or short sales for its general client base. The use of margin creates leverage,
which increases returns if the investor using leverage earns a greater return on investments purchased
with borrowed funds than the investor’s cost of borrowing such funds. However, the use of leverage
exposes the investor to additional levels of risk, including (i) losses because the investment fails to earn a
return that equals or exceeds the investor’s cost of borrowing, (ii) greater losses from investments than
would otherwise have been the case had the investor not borrowed to make the investments, and (iii)
losses due to premature liquidations of investment positions to meet margin calls.

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Firm Brochure

Short sales can substantially increase the impact of adverse price movements on an investor’s portfolio.
A short sale involves the risk of a theoretically unlimited increase in the market price of the particular
investment sold short, which could result in a theoretically unlimited loss. Further, there can be no
assurance that securities necessary to cover a short position will be readily available for purchase, which
could result in further losses.

Some of MIM’s clients use the assets in their accounts as collateral for non-purpose loans/pledged asset
lines of credit. MIM informs clients of the risks presented by doing this, one of which is collateral calls if
there is a decline in the market value of the assets. MIM does not extend loans to clients.

A private fund is an investment vehicle that pools capital from a number of investors and invests in real
estate, securities, private operating companies and other instruments. In almost all cases, a private fund is
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