Miller Value Partners LLC

ITEM 5. FEES AND COMPENSATION

The domestic mutual funds and exchange-traded funds managed by MVP have
gross expense ratios that range from 0.60% to 2.11%, plus other applicable fees
and expenses. The specific fee schedules for these funds contain additional
information on fees and expenses and are included in the prospectuses that are
delivered to each shareholder.

For separate account clients, MVP’s standard fee schedule is 1.00%. Advisory
fees may be negotiable and we may, in our sole discretion, waive a fee and/or
charge a lesser investment advisory fee based upon certain criteria (e.g.,
historical relationship, type of assets, anticipated future additional assets, total
amount of assets to be managed, etc.).

Deep Value Select client accounts are also subject to a 20% performance fee paid
on unrealized and realized excess returns above a 6% hurdle rate, subject to a
high-water mark. Excess returns include short and long-term capital gains,
interest and dividend income, and distributions, all less related expenses. Deep
Value Select client accounts may also be subject to initial asset minimums which
may be raised, lowered, or waived at the advisor’s discretion.

The Firm may negotiate fees with separate account clients on a case-by-case basis
and may consider factors such as the size of the account, anticipated future
additional assets, related accounts and the parameters of the investment
mandate.

Fees for separate account clients are typically billed on a quarterly basis and they
are payable in arrears based upon the value of the assets in the account on the
last trading day of the calendar quarter. If the investment management
agreement between MVP and a client is terminated, the client will be responsible
for paying a pro-rated fee for the quarter in which the account was terminated.
MVP does not require separate account clients to pay fees in advance; however
some clients may choose to do so. If an agreement with a client that pays fees in

advance is terminated, the Firm will refund a proportionate part of any prepaid
fee.

For separate account clients, the Firm typically sends fee invoices to the client’s
custodian and has authority in the investment management agreement to direct
the custodian to pay the Firm’s agreed-upon investment management fee from
the client’s account. Each client is responsible for verifying the accuracy of the fee
calculation.

Clients are responsible for the payment of all third-party fees associated with
their account (i.e. custodian fees, brokerage fees, mutual fund fees, transaction
fees, etc.). Those fees are separate and distinct from the fees and expenses
charged by MVP. Please see Item 12 of this brochure for more information.

The Firm can charge its private funds, when offered, a management fee on a
quarterly basis in advance, as specified in the applicable offering documents.

All management fees and performance-based compensation are calculated
pursuant to the governing documents of the relevant fund or investment
management agreement of the relevant separate account client.

As noted above, the Firm also offers discretionary and non-discretionary
investment advice to other financial service firms and/or overlay managers
through the delivery of model investment portfolios. The Firm receives a portion
of the program fee from the Program Sponsor for investment advisory services
provided to Model Program accounts. Each Program Sponsor determines its own
payment methods. Typically, Program Sponsors collect the total wrap fee and
remit to the Firm its corresponding fee. MVP negotiates the amount of this fee
with each of the Program Sponsors. The fees received by MVP from Program
Sponsors will typically be lower than those charged to discretionary client
accounts.

All clients/investors incur third-party brokerage commissions and other
transaction costs, as explained in further detail in the Brokerage Practices section
below. Additional third-party costs related mainly to custody, audit,
administration, legal advice, tax advice and preparation, banking services, and
research and consulting may also apply for clients/investors. In all cases, details
concerning applicable fees and expenses are set forth in each respective client’s
limited partnership agreement, limited liability company operating agreement,
investment management agreement, and/or prospectus.

Alternative Fee Arrangements
The Firm may, in its discretion, consider and negotiate fee arrangements that are

different from those described above.

No Compensation from the Sale of Securities
Neither the Firm nor any of its personnel accepts compensation for the sale of
securities or other investment products.

ITEM 7. TYPES OF CLIENTS

As discussed in the Advisory Business section above, the Firm provides
discretionary investment management services to mutual funds, exchange-
traded funds, private funds, individuals, institutions, and other private clients.
The Firm also provides model investment portfolios to other financial firms that
may implement these portfolios for their client accounts. Although the Firm
generally seeks minimum account commitments from its investors/clients of US
$1,000,000, it can waive such minimums at its discretion.