Wellesley Asset Management Inc

ITEM 5: FEES AND COMPENSATION

Compensation to WAM for discretionary investment management services is based on a percentage of
funds under management. Fees for referred client relationships vary based on agreements negotiated
with the referring advisory firm and range from 0.45% per annum to 1.00% per annum. WAM has an initial
minimum account size of $500,000 for new clients. Different advisory firms and wrap sponsors may
impose different minimum account sizes.

Clients may incur custodial fees and may also incur transaction fees on the purchase and sale of securities.
WAM deducts its fees from client accounts, quarterly, in advance. WAM may choose to waive the initial
account minimum and may also choose to waive all or a portion of the fees in certain circumstances. For
fee calculation purposes, WAM may agree to aggregate the assets of related client accounts, and such
accounts may receive the benefit of a lower effective fee rate due to such aggregation.

Quarterly fees are based upon the end of quarter valuation of total assets under management. Clients can
terminate WAM's services at any time, by written notice. If the advisory relationship is terminated before
the end of a calendar quarter, WAM will refund unearned advisory fees to the client, based on the number
of days left in the quarter of termination.

Subadvisory Relationships

Presently, WAM has no subadvisor relationships with respect to referred and institutional clients.

Affiliated Funds and ETF

WAM serves as the investment advisor to the Miller Convertible Bond Fund, the Miller Intermediate Bond
Fund, the Miller Market Neutral Income Fund (each an “Affiliated Fund,”) and the Miller Convertible Total
Return ETF, each a series of the Miller Investment Trust, (together the “Affiliated Funds and ETF”). As the
manager of the Affiliated Funds and ETF, WAM is paid a management fee as specified in the Affiliated
Funds’ and ETF’s prospectus.

To the extent that a separately managed account (“SMA”) client is invested in shares of an Affiliated Fund
or the ETF, such client’s SMA fee will be reduced by the management fee that WAM receives directly from
the applicable Affiliated Fund or ETF. The SMA fee is either (1) reduced in advance to reflect the
percentage of the account that may be invested in the Affiliated Funds or ETF based on negotiations with
the wrap program sponsor, or (2) is reduced in arrears on a quarterly basis by the client’s shares invested
in the Affiliated Funds and ETF. Affiliated Fund and ETF expenses, other than Affiliated Fund and ETF
management fees, are not reimbursed to SMA clients. Additional information about each Fund and the

ETF, including information about fees, expenses, and risk, can be found in the Affiliated Funds’ and ETF’s
Prospectus and Statement of Additional Information.

Certain supervised persons and sales personnel also act as registered representatives of an unaffiliated
broker-dealer and, in that capacity, engage in marketing or selling activities with respect to shares in the
Affiliated Funds and ETF. Such marketing or selling activities create potential conflicts of interest that give
WAM and its supervised persons and related sales personnel an incentive to recommend the Affiliated
Funds and ETF to potential investors based on higher fees received rather than on an investor’s needs. To
address this conflict, supervised persons are required to act in the best interest of the client.

ITEM 7: TYPES OF CLIENTS

WAM provides discretionary investment management services to individuals (including high net worth
individuals), institutions, pensions, profit-sharing and other retirement plans, trusts, estates, charitable
organizations, investment companies, corporations, other advisory firms, and various other entities.