PYA Waltman Capital LLC

ITEM 5: FEES AND COMPENSATION

        Although fees for our services may be negotiated under certain circumstances, our
maximum fees are set forth below. The fees charged to a client, including billing method and
timing, are set forth in the client’s written agreement with us.

Fees for Financial Planning Services

        Our financial planning fees are negotiable and vary based on the scope of services, types
of issues addressed, and the frequency of services. Financial planning fees cover services rendered
by us and do not include fees charged by other professionals (i.e. personal attorney, accountant,
etc.) that a client may engage.

Financial planning fees are typically payable in one of the following ways (as specified in the
client’s agreement):

   •    Flat fee: Up to $30,000, with one-half payable upon execution of the financial planning
        agreement and the remainder payable in 6 months or upon delivery of the completed
        financial plan, whichever occurs first;

   •    Hourly fee: Up to $400 per hour, billed in arrears monthly, quarterly or upon completion
        of the engagement.

Part 2A of Form ADV                               3                          PYA Waltman Capital, LLC

   •    When combined with investment management: Financial planning services may be
        provided as part of our investment advisory relationship and compensated through the
        advisory fee described below (rather than as a separate standalone planning fee), unless
        otherwise agreed in writing.

The billing method chosen will be set forth in the written agreement signed by us and the client.

Financial Planning, Investment Supervisory and Investment Management Fees

       Fees for our combined financial planning and investment advisory services are negotiable
based upon the size and complexity of the client’s account(s) at the household level. Based on the
services provided, some accounts may be excluded from the household asset total for billing
purposes, as described in the client agreement. Our maximum investment management fee
schedule is as follows:

       Client Assets Under Management                         Maximum Advisory Fee

                First $1,000,000                               1.50% (annualized rate)

                Next $1,500,000                                1.25% (annualized rate)

           ($1,000,000 - $2,500,000)

           Amounts over $2,500,000                             0.80% (annualized rate)

        This schedule is applied on a tiered basis, meaning each rate applies only to the portion of
assets in that bracket (not the entire household balance).

        Fees are assessed quarterly in advance and based on the market value of the client’s
account(s) as of the last day of the previous quarter (including dividends and accrued interest). No
adjustments are made for deposits or withdrawals that occur during the billing period. Accounts
initiated during the billing period will be charged a prorated fee. If the investment management
agreement is terminated by either party prior to the end of a billing period, we will prorate any
fees, and if greater than $5.00, return the prorated amount to the client. Accounts initiated during
a calendar quarter will be charged a prorated fee.

       Our fees are exclusive of brokerage commissions, transaction fees, and other related costs
and expenses incurred by the client. Clients may incur certain charges imposed by custodians,
brokers, third-party investment managers, or other service providers, including custodial fees,
deferred sales charges, odd-lot differentials, transfer taxes, wire transfer and electronic fund fees,
and other fees and taxes on brokerage accounts and securities transactions. Mutual funds and
exchange traded funds also charge internal management fees and other expenses, which are
disclosed in a fund’s prospectus. Such charges, fees and commissions are in addition to our
advisory fee, and we do not receive any portion of these commissions, fees and costs. For
additional information please see Item 12, “BROKERAGE PRACTICES”.

Part 2A of Form ADV                               4                          PYA Waltman Capital, LLC

Direct Billing to Client’s Custodian

       Clients may elect to be billed directly or to authorize us to have our advisory fees deducted
from the client’s account by the qualified custodian, as authorized in the Investment Management
Agreement. The custodian’s periodic statements will show each fee deduction from the client’s
account. Clients may withdraw this authorization at any time by notifying us or the custodian in
writing.

Fees for Retirement Plan Services

         Fees for our retirement plan services will vary based upon the needs of the client, com-
plexity of the engagement, and the number of retirement plan participants. Fees will be agreed to
at the time the client agreement is executed and may be payable in one or more of the following
ways:

   •    Flat fee: Up to $30,000 payable in installments, with the final payment due upon
        completion of the engagement;

   •    Hourly fee: Up to $400 per hour, billed in arrears monthly, quarterly, or upon completion
        of the engagement;

   •    Annual fee: Up to $30,000 billed quarterly in advance; and/or

   •    Asset-based fee: Based on assets under management as specified in the client agreement.

Other Compensation/Advisory Fee Off-Sets

        As described in more detail in Item 10, “OTHER FINANCIAL INDUSTRY
ACTIVITIES AND AFFILIATIONS”, Eric Foster, our Director of Institutional Services and
investment adviser representative, is also independently registered to sell insurance through
various insurance companies. If a client purchases insurance through Mr. Foster, he will receive
a commission from the insurance company. This payment results in additional compensation to
him, and creates a conflict of interest as the payment of the commission could influence Mr.
...

ITEM 7: TYPES OF CLIENTS

       We provide our services to individuals, entities, pension and profit-sharing plans, tax
deferred qualified retirement plans, trusts, estates and charitable organizations.

       We impose certain conditions for opening and maintaining an investment supervisory
account. Generally, the minimum asset size accepted for financial planning and investment
advisory services is $1,000,000.00. We have discretion to waive this minimum for any reason.