MILLER VALUE PARTNERS, LLC

Miller Value Partners, LLC (“MVP” or the “Firm”) was founded in 1999. Prior to August 2017, MVP conducted business under the name “LMM LLC.” MVP provides discretionary investment management services to mutual funds, exchange-traded funds, institutions, and individual private accounts. MVP may also provide investment management services to private funds that are offered exclusively to sophisticated investors. Investors in the private funds will be accredited investors (as defined in Rule 501 of Regulation D promulgated under the Securities Act of 1933, as amended) and qualified clients (as defined in Rule 205-3 promulgated under the Investment Advisers Act of 1940, as amended). The Firm also provides non-discretionary investment advice to other financial service firms and/or overlay managers through the delivery of model investment portfolios. As of December 31, 2025, MVP managed approximately $403,341,718 in assets on a discretionary basis and approximately $14,842,093 in assets on a nondiscretionary basis. Bill Miller IV, the Firm’s Chairman and Chief Investment Officer, is the principal owner of the Firm. MVP’s equity and income investment strategies adhere firmly to a value-driven, research-intensive investment process. By adhering to a consistent, value-driven process, the Firm strives to outperform its benchmarks over the long-term. MVP actively selects securities that it believes are trading at a discount to intrinsic value. The Firm seeks to provide its equity client accounts with long-term capital appreciation and its income strategy seeks to provide clients with a high level of income while preserving the potential for capital growth. MVP currently offers the following investment strategies: Miller Income Strategy The Income strategy seeks to provide clients with a high level of income while preserving the potential for capital growth. The portfolio managers exercise flexible strategies in the selection of investments, not limited by investment style or asset class, and accounts may be invested in securities, derivatives and other financial instruments. Miller Value Partners Appreciation ETF The Miller Value Partners Appreciation strategy pursues long-term capital growth by investing in a concentrated portfolio of companies with strong appreciation potential. Miller Value Partners Leverage ETF The Miller Value Partners Leverage strategy seeks capital appreciation by

capitalizing on the S&P 500's propensity to increase in value over long time horizons, while attempting to reduce the probability that drawdowns result in permanent capital loss. Miller Deep Value Select Strategy The Deep Value Select strategy invests primarily in publicly traded equity securities. The securities purchased will tend to have valuation characteristics (e.g. Price to Book, Price to Cash Flow and Price to Sales Ratio), that are at a deep discount to the market and in the lower-end of historical ranges. Deep Value Select accounts have significant concentration and will generally consist of approximately 10-20 holdings. Private Funds The Firm also offers additional investment strategies exclusively through private funds. The private funds may be managed using the Firm’s value-driven, research-intensive investment process and others may employ proprietary models. More information about the strategies that may be employed by a private fund is contained in the applicable private placement memoranda. Model Programs The Firm provides non-discretionary model portfolios to financial intermediaries, including broker-dealers and overlay managers ("Program Sponsors"), through its Model Program. In this capacity, the Firm serves as a model provider only and does not maintain a direct advisory relationship with Program Sponsors' underlying clients. Where this brochure is delivered to such clients, it is provided for informational purposes only and does not indicate the existence of an advisory relationship with the Firm. Program Sponsors are responsible for reviewing their clients’ financial circumstances and investment objectives and determining the suitability of the Firm’s strategy and the Model Program for their clients (“participants”). Generally, Program Sponsors are primarily responsible for client contact. Subject to applicable law and fiduciary obligations, the Firm will make reasonably available to Program Sponsors and their clients certain staff knowledgeable about the services being provided by the Firm for discussions at the strategy level. In the Model Program, the Firm provides model portfolio advice through an agreement with Program Sponsors and/or an overlay manager. The Firm monitors and updates the model portfolios on an ongoing basis and delivers updates to the Program Sponsor or overlay manager. Program Sponsors or an overlay manager will provide participants the services described in the Program Sponsor’s or overlay manager’s agreement with such participants, including selection of the investment strategies based on information provided by the

participant. The Firm does not provide customized investment advice or recommendations to Model Program participants. No model portfolio is personalized or in any way tailored by the Firm to reflect the personal financial circumstances or investment objectives of any participant. In the Model Program, the Program Sponsor retains investment and brokerage discretion and is responsible for all investment decisions. The Firm does not have brokerage discretion in any Model Program and thus has no authority to place orders for the execution of transactions. In addition to the investment strategies described above, the Firm may, from time to time, agree to manage accounts according to different investment guidelines specifically negotiated with a client. Additional Information All of MVP’s strategies tend to be relatively concentrated and this concentration, together with potential exposure to smaller companies, is likely to create more volatility over shorter time periods versus other investments or more diversified strategies. MVP’s investment management services are typically provided on a fully discretionary basis; however, clients may request that the Firm adhere to restrictions in managing their accounts (for example, limits on the percentage invested in a particular security or type of security; limits on industry concentration; or prohibitions against investments in particular securities or types of securities). In most circumstances, the Firm will accommodate requested client restrictions provided they do not interfere materially with the portfolio construction process.

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 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.

Each strategy employed by the Firm has its own set of risks, but in all cases, the Firm’s strategies involve a substantial risk of loss that clients should understand and be prepared to bear. MVP’s equity and income investment strategies adhere firmly to a value-driven, research-intensive investment process. By adhering to a consistent, value-driven process, the Firm strives to outperform its benchmarks over the long-term. The Firm actively selects securities that it believes are trading at a discount to intrinsic value. The Firm seeks to provide its equity client accounts with longterm capital appreciation and its income strategy seeks to provide clients with a high level of income while preserving the potential for capital growth. The Firm may invest in securities, derivatives and other financial instruments that, in the portfolio managers’ opinion, offer the opportunity for long-term growth of capital or income. The portfolio managers exercise a flexible strategy in the selection of investments, not limited by investment style or asset class. Client accounts may be invested in the common stock of U.S. and foreign issuers and in other U.S. and foreign securities, including: securities convertible into common stock and securities issued through private placements; preferred securities; warrants and rights; securities issued by investment companies, including open-end mutual funds, closed-end funds, unit investment trusts, business development companies, private investment companies (including hedge funds and private equity funds), and foreign investment companies; securities issued by exchange-traded funds; securities issued by real estate investment trusts and other issuers that invest, deal, or otherwise engage in transactions in real estate; debt securities; options, futures, forward contracts, swaps, caps, floors, collars, indexed securities and other derivatives; currencies, including currency related derivatives; commodity-linked derivatives; and other instruments. Further, client accounts may engage to a substantial degree in short sales of securities and other instruments. MVP may also invest in Bitcoin and/or

other digital currencies for certain client accounts. For certain accounts, MVP may invest in businesses that invest in real estate directly. If not prohibited by applicable laws or client guidelines, accounts may also borrow money for investment purposes, a practice known as “leveraging.” Although the portfolio managers consider ratings in determining whether securities convertible into common stock or debt securities are appropriate investments for client accounts, such securities may include investments rated below investment grade, commonly known as “junk” bonds, and unrated securities. Risk is inherent in all investing. There is no assurance that a client account will meet its investment objective. Clients may lose a significant part of the value of their account and their account may not perform as well as other similar investments. The following is a summary description of the material risks that clients should consider when establishing an account. Growth and Value Investing Risk Growth or value securities as a group may be out of favor and underperform the overall equity market while the market concentrates on other types of securities. Growth securities typically are very sensitive to market movements because their market prices tend to reflect future expectations. When it appears those expectations will not be met, the prices of growth securities typically fall. The value approach to investing involves the risk that stocks may remain undervalued. Bank Failures The economic and regulatory environment is raising the risk of bank failures. Exposure to the risk of bank failure for MVP Funds can take effect directly through depositary accounts exceeding FDIC limits and via exposure through loans, subscription facilities and security deposits through letters of credit issued by such banks, that can no longer be drawn from. These risks can apply at the management company, fund and/or investment level. The Adviser mitigates these risks by keeping track of various banking relationships and acting on contractual provisions where a bank failure triggers a change and by limiting depositary account amounts to the FDIC insured levels where practical. We are reviewing direct banking relationships as part of our ongoing diligence of key service providers. As of the date of this filing we have no direct impact from the current bank failures and expect no impact to near-term cash management given the sufficient available capacity from our lenders.

Market and Interest Rate Risk The market prices of the securities in client accounts may go up or down,

sometimes rapidly or unpredictably, due to general market conditions, such as real or perceived adverse economic or political conditions, inflation, changes in interest rates or currency rates, lack of liquidity in the markets or adverse investor sentiment. Market prices of securities also may go down due to events or conditions that affect particular sectors or issuers. When market prices fall, the value of your account will go down. Issuer Risk The value of a security can go up or down more than the market as a whole and can perform differently from the value of the market as a whole, often due to disappointing earnings reports by the issuer, unsuccessful products or services, loss of major customers, major litigation against the issuer or changes in government regulations affecting the issuer or the competitive environment. Client accounts may experience a substantial or complete loss on an individual security. Portfolio Selection Risk The value of a client’s account may decrease if the portfolio manager’s judgment about the attractiveness, value of or market trends affecting a particular security, industry or sector, country or region, or about market movements is incorrect. Industry and Issuer Concentration Risk The Firm may invest a significant portion of a client account in a small number of industries, and thus will be more susceptible to negative events affecting those industries. The Firm also tends to manage concentrated portfolios and invest in a smaller number of stocks as compared to other investment managers. The Firm’s Value strategy uses a particularly concentrated approach. As a result, changes in the value of individual stocks may have a significant impact on a client’s investment account. Large Capitalization Company Risk Large capitalization companies may fall out of favor with investors. Small and Medium Capitalization Company Risk The Firm may invest in small and mid-sized companies. Such companies may be more at risk than larger companies because, among other things, they may fall out of favor with investors, they may have limited product lines, operating history, market or financial resources, or because they may depend on limited management groups. Securities of smaller companies may be more volatile, especially in the short term, may have limited liquidity and may be difficult to value. Smaller companies are often involved in actual or anticipated reorganizations or restructurings and it may be difficult to obtain information as to the financial conditions of smaller companies.

Special Risks of Companies Undergoing Reorganization or Restructuring Investing in companies undergoing reorganization or restructuring involves special risks including that the transaction may not be completed on the terms or time frame contemplated. It may be difficult to obtain information on the financial condition of such companies, and the issuer’s management may be addressing a type of situation with which it has little experience, making the market prices of such securities subject to above-average price volatility. Foreign Investments Risk The Firm may invest in securities of foreign issuers, including issuers located in emerging market countries. These investments may involve greater risk than investments in securities of U.S. issuers. Foreign countries in which the Firm may invest may have markets that are less liquid, less regulated and more volatile than U.S. markets, may suffer from political or economic instability and may experience negative government actions, such as currency controls or seizures of private businesses or property. In some foreign countries, less information is available about issuers and markets because of less rigorous accounting and regulatory standards than in the United States. Currency conversion costs and currency fluctuations could erase investment gains or add to investment losses. The risks of investing in foreign securities are heightened when investing in issuers in emerging market countries. Liquidity Risk Some securities held by client accounts may be difficult to sell, or be illiquid, particularly during times of market turmoil. Illiquid securities may also be difficult to value. If an account is unable to sell a deteriorating security because the market is illiquid, losses may be magnified. Leveraging Risk Use of leverage can magnify the effects of changes in the value of an account’s investments and makes such investments more volatile. Accounts may also have to sell assets at inopportune times to satisfy their collateral obligations. Credit Risk If an issuer or guarantor of a security held by an account or a counterparty to a financial contract with an account defaults or is downgraded, or is perceived to be less creditworthy, or if the value of the assets underlying a security declines, the value of the client’s investment will typically decline. Junk bonds are considered speculative, have a higher risk of default, tend to be less liquid and are more difficult to value than higher grade securities. Junk bonds tend to be volatile and more susceptible to adverse events and negative sentiments. Derivatives Risk Using derivatives, especially for non-hedging purposes, involves a significant

risk of loss to a client account and can reduce opportunities for gains when market prices, interest rates, currency rates or the derivative instruments themselves behave in a way not anticipated by the portfolio manager. Using derivatives also can have a leveraging effect and increase an account’s volatility. Derivatives may be difficult to sell, unwind or value, and the counterparty may default on its obligations to a client. Recent legislation calls for new regulation of the derivatives markets. The extent and impact of the regulation are not yet fully known and may not be known for some time. New regulation of derivatives may make them more costly, may limit their availability, or may otherwise adversely affect their value or performance. Swap agreements will tend to shift a client’s investment exposure from one type of investment to another. Credit default swap contracts, a type of derivative instrument, involve special risks, including leverage risks, liquidity risks and increased credit risk, and may result in sudden and substantial losses. They may also be difficult to value. Commodities Risk Investing in commodities or commodity-linked instruments may subject client accounts to greater volatility than investments in traditional securities. The value of a commodity or commodity-linked instruments may be affected by changes in overall market movements, commodity index volatility, prolonged or intense speculation by investors, changes in interest rates or factors affecting a particular industry or commodity, such as drought, floods, other weather phenomena, livestock disease, embargoes, tariffs and international economic, political and regulatory developments. Convertible Securities Risk Convertible securities are subject to market and interest rate risk and credit risk. When the market price of the equity security underlying a convertible security decreases, the convertible security tends to trade on the basis of its yield and other fixed income characteristics, making the convertible security more susceptible to credit and interest rate risks. When the market price of such equity security rises, the convertible security tends to trade on the basis of its equity conversion features and be more exposed to market risk. Convertible securities are typically issued by smaller capitalized companies whose stock prices may be volatile. Real Estate Investment Trust (“REIT”) Risk The value of Real Estate Investment Trusts, or REITs, may be affected by the condition of the economy as a whole and changes in the value of the underlying real estate, the creditworthiness of the issuer of the investments and property taxes, interest rates, liquidity of the credit markets and the real estate regulatory environment. Privately Placed Securities Risk Investments in privately placed securities involve additional risks, including that

Read the rest in the brochure

As discussed in the Advisory Business section above, the Firm provides discretionary investment management services to mutual funds, exchangetraded 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.

MVP may manage accounts that pay performance-based fees. Such fees may be paid to MVP or they may be paid to the general partner of a fund managed by the Firm. Accounts that pay performance fees may be managed by a portfolio manager that also manages accounts for the Firm that only pay fees based on a percentage of assets under management. Since the compensation of MVP’s portfolio managers is impacted by firm profitability, it is possible under certain circumstances that a portfolio manager’s compensation could be more positively impacted if an account that pays a performance fee performs better than accounts that do not. MVP recognizes that this creates the potential for conflicts of interest and the Firm has taken the following steps to address these conflicts. MVP maintains and enforces written policies and procedures reasonably designed to promote equitable treatment of all accounts of MVP, regardless of the fee arrangement. In an effort to obtain best execution or to negotiate a more favorable commission rate, the Firm may combine contemporaneously placed client orders to buy or sell the same security (known as “bunched” orders). In addition, if a contemporaneously placed order to buy or sell a security for multiple accounts at approximately the same time is executed at different prices or commissions, the transactions will be allocated to each account at the average execution price and commission. In circumstances where a bunched order is not completely filled, each account will normally receive a pro-rated portion of the securities based upon its level of participation in the order. Under certain

circumstances, the Firm will allocate securities in a manner other than pro-rata, but only if it is determined that the allocation is fair and equitable under the circumstances and does not discriminate against any account. In circumstances where a portfolio manager is making a decision to acquire securities in an initial public offering, the investments must be allocated to participating clients on a pro rata basis based upon account size unless otherwise approved by the Chief Compliance Officer or their delegate. The Firm reviews and keeps accurate records of all investments of limited availability to ensure that client accounts are treated equitably. The Firm also provides model portfolios to unaffiliated advisers in strategies managed by portfolio managers who manage separate accounts subject to performance fees. Model portfolio weightings are constructed and updated independently of separate account trading, and the Firm's trading, sequencing and model delivery procedures operate without regard to the fees paid by any account, as further described in Item 12 (Brokerage Practices) below. A performance-based compensation arrangement may also create an incentive for MVP to make investments that are riskier or more speculative than would be the case in the absence of such performance compensation. To the extent the Firm values any securities or instruments held by clients that pay performancebased compensation, the Firm has a conflict of interest as it will receive higher management and performance fees if it gives such securities and instruments a higher valuation. The Firm may receive increased compensation with regard to unrealized appreciation as well as realized gains in the relevant client’s account, depending on the specific time periods and the nature of any preferred returns. Where any part of the Firm’s compensation is based in part on the unrealized appreciation of securities or instruments for which market quotations are not readily available, the Firm follows established procedures to ensure that the fair value is established in a reasonable manner. The Firm maintains records of all fair value determinations, including a description of the methodology and rationale. The Firm does not represent that the amount of the performance fees or the manner of calculating the performance fees is consistent with other performancerelated fees charged by other investment advisers under the same or similar circumstances. The performance compensation charged by the Firm may be higher or lower than the performance compensation charged by other investment advisers for the same or similar services. MVP only charges performance-based fees to clients who qualify as ‘qualified clients’ as defined under Rule 205-3 of the Investment Advisers Act of 1940. Specific details regarding any performance-based compensation are set forth in each respective client’s investment management agreement or relevant private

placement memorandum.

MVP has no existing or pending affiliations with a broker-dealer or a registered representative of a broker-dealer. The Firm has no existing or pending affiliations with a Futures Commission Merchant, Commodity Pool Operator, or Commodity Trading Advisor. MVP has the following arrangements that are material to its advisory business with affiliated U.S. registered investment companies: Miller Income Fund. MVP manages the investments of a U.S. mutual fund, Miller Income Fund. Additional information about this fund, its investment objectives, the fees and expenses it charges, the service providers it utilizes, the risks associated with it, and other information are described in its prospectus. Exchange-Traded Funds. MVP manages the investments of two U.S. exchangetraded funds, the Miller Value Partners Appreciation ETF and the Miller Value Partners Leverage ETF. Both exchange-traded funds are series of Adviser

Managed Portfolios, a U.S. registered investment company. Additional information about these funds, their investment objectives, the fees and expenses they charge, the service providers they utilize, the risks associated with them, and other information are described in their respective prospectuses. MVP does not believe that any of the foregoing arrangements create any material conflicts of interest with clients.

MVP has adopted a written Code of Ethics that complies with the requirements relating to registered investment advisers set forth under Rule 17j-1 of the Investment Company Act of 1940, as well as Rule 204A-1 under the Investment Advisers Act of 1940. Existing and prospective clients may obtain a copy of MVP’s Code of Ethics by contacting the Firm at the address set forth on the cover page. Employees of the Firm may from time to time buy or sell securities for their own accounts that are also purchased and/or sold for the accounts of clients. This has the potential to create a conflict of interest between employees of the Firm and clients. In order to address this potential conflict of interest, the Firm’s Code of Ethics establishes policies and procedures relating to trading by employees. The Code of Ethics is based on the principle that the Firm’s employees owe a fiduciary duty to clients and must avoid activities, interests and relationships that might interfere with making decisions in the best interests of any client. Among other things, the Firm’s Code of Ethics generally requires the following: Personal Securities Accounts Reporting Each access person (all employees are deemed to be access persons) is required to report a list of personal securities holdings and accounts, including holdings and transactions in brokerage accounts, as well as mutual funds managed by the Firm. The Firm’s Code of Ethics requires the provision of duplicate statements for each securities account (with certain limitations) in which an access person has a beneficial interest, thus enabling the monitoring of each employee’s trading activity to ensure the activity does not conflict with the best interests of the Firm’s clients. Pre-Clearance of Transactions Except for certain limited transactions, the Firm’s access persons are required to receive pre-clearance approval for any securities transaction in which they have or acquire a beneficial interest. Prior to entering an order for execution, an access person must submit a trade authorization request to a pre-clearance officer. The request must identify the proposed transaction and provide certain

representations. Upon receipt of the request, a pre-clearance officer will review the proposed trade, as well as information regarding past and/or pending client transactions. If the proposed transaction is deemed to be consistent with the requirements of the Code of Ethics, it may be approved. Regardless of whether a proposed transaction is approved or denied, a pre-clearance officer will maintain a record of the request, which shall include the security and number of shares, as well as the authorization/denial date and time. Account Transaction Reporting MVP requires the provision of duplicate statements for each securities account (with certain limitations) in which an access person has a beneficial interest. Compliance staff reconcile pre-clearance authorization forms with trading activity in access persons’ securities accounts. The Firm conducts this reconciliation to ensure that any trading has been conducted pursuant to the requirements set forth in the Code of Ethics.

Selection and Utilization of Brokers Clients of the Firm may elect to have their securities transactions executed through one of two custodians: Charles Schwab or Interactive Brokers. Clients will be asked to designate their preferred custodian at the time of onboarding and the Firm will direct transactions accordingly. Where a client has not designated a preferred custodian, the Firm has the authority to direct transactions to brokers or dealers that it reasonably believes can provide the best qualitative execution. When determining which brokerage firms have demonstrated the ability to provide the best qualitative execution, MVP will consider a variety of factors, including but not limited to; the broker’s ability to effect prompt and reliable executions at favorable prices (including the applicable dealer spread or commission, if any); the operational efficiency with which transactions are effected, taking into account the size of the order and difficulty of execution; the financial strength, integrity and stability of the broker; the quality, comprehensiveness and frequency of available brokerage and research products and services considered to be of value; and the competitiveness of commission rates in comparison with other brokers satisfying the other selection criteria. MVP has entered into an outsourced trading service agreement with an unaffiliated broker-dealer that acts as the Firm's agent in executing equity orders and in routing those orders to execution venues. Orders are generally worked on a "not held" basis, which gives the executing broker discretion as to the timing and price of execution. The Firm remains responsible for seeking best execution notwithstanding the use of

an outsourced trading provider, and the Firm's Brokerage Review Committee reviews the provider's execution quality on a quarterly basis. Soft Dollar Arrangements Consistent with the analysis set forth above, MVP may cause client accounts to pay an executing broker that provides, or accrues value that can be used to procure, research and brokerage services that assist with the Firm’s performance of its investment decision making process a commission greater than another qualified broker might charge; provided MVP determines in good faith that the commission paid to the executing broker is reasonable in light of the value of all research and brokerage services provided by or procured on behalf of such broker to the Firm. Such arrangements, which are generally referred to as “soft dollar arrangements,” may or may not involve a target commission amount that the Firm seeks (but is not obligated) to have client accounts pay the broker over specified time periods. Since the Firm receives research services from brokers or other third parties that it would otherwise have to produce or pay for with its own assets, soft dollar arrangements result in a benefit to the Firm and give the Firm an incentive to select brokers based on this benefit instead of a client’s interest in receiving most favorable execution. The Firm believes that its policies and procedures adequately address this conflict of interest and are reasonably designed to ensure that clients receive best qualitative execution. The Firm’s Brokerage Review Committee regularly assesses the transactions executed through soft dollar brokers to assess the value of the research and brokerage services provided by such brokers. MVP’s soft dollar arrangements generally take the form of a proprietary soft dollar arrangement or a third party soft dollar arrangement. Under a proprietary arrangement, the executing broker directly provides research it prepares to the Firm. Brokers that provide proprietary research generally charge a bundled commission that includes the cost of execution and the additional research services, and they do not typically assign a particular value to their research services. The Firm regularly assesses the value of the research services provided by the brokers with which it deals. Over time, the Firm attempts to direct commission business to a broker in an amount that is fair and reasonable under the circumstances and proportional to the Firm’s assessment of the value added by that broker. Under a third-party arrangement, the executing broker provides MVP with research prepared by an organization other than the executing broker. As the broker is responsible for providing the third-party research, the broker usually has an expectation that the Firm will direct a level of business to it sufficient to compensate the broker for its execution services and the third party research it provides. The Firm is not committed to meet this target. The Firm only executes transactions through a broker if it reasonably believes that the broker is capable

of providing the best qualitative execution, and the broker always bears the risk that the Firm may not direct sufficient business to it to cover the broker’s cost of providing the research. When the Firm fails to meet a broker’s target, the broker’s sole remedy is to discontinue providing the research to the Firm. When MVP executes a transaction through a broker with which it has a third party arrangement, the Firm is generally given a credit, which consists of some percentage of the total commission cost, that is considered by the broker in evaluating whether the Firm has directed a level of business to the broker sufficient to cover the broker’s cost of providing the research. Consistent with the safe harbor provided by Section 28€ of the Securities Exchange Act of 1934, the research and brokerage services MVP receives through soft dollar arrangements include: traditional research reports; facilitating meetings with company managements; facilitating meetings and other communications with analysts; conferences; special research projects; technical analysis; political, economic and regulatory commentary; regulatory and policy analysis; market data; quantitative equity and economic research; general economic and market analysis; and industry/sector specific technical research. The research services that the Firm obtains through soft dollar arrangements are generally used to service, support, and advise all of the Firm’s clients (including clients of financial firms that use MVP model portfolios). At any point in time, however, the Firm may receive products or services that are used for some but not all clients. In addition, a client that directs the Firm to use a particular broker to execute trades for the client’s account (as well as clients of financial firms that use MVP model portfolios) typically do not contribute to the cost of research obtained through soft dollar arrangements, but may benefit from such research. As a result, it is not possible to establish or monitor the arrangements to make sure that each client benefits equally or in the same proportion as its transactions contribute to the total transactions effected for all clients. The Firm, however, believes that its soft dollar arrangements are reasonably structured to benefit its clients and involve the payment of no more than reasonable commissions. Aggregated (Bunched) Orders When MVP decides to purchase or sell the same security for multiple clients at approximately the same time, the Firm may combine client orders (i.e., enter a “bunched” order) in an effort to obtain best execution or to negotiate a more favorable commission rate. If orders to buy or sell a security for multiple clients at approximately the same time are executed at different prices or commissions, the transactions will typically be allocated to each client at the average execution price and commission. If a bunched order is partially filled, each client participating in the bunched

order will generally receive a pro-rata portion of the shares filled based upon the client’s percentage participation in the order. The Firm may make exceptions to this general policy from time to time; provided, the Firm determines that the allocation is fair and equitable under the circumstances and does not discriminate against any client. Initial Public Offerings If MVP clients participate in an initial public offering, the securities will generally be allocated according to each client’s participation in the order. If however the aggregate order is greater than the amount of securities available to the MVP clients, the Firm will endeavor to allocate to clients on a pro-rata basis based on the size of each participating client’s account. If the availability of a particular investment is limited to an extent that a pro-rata allocation based upon account size becomes impractical, the Firm may decide to allocate in a manner other than pro-rata. Directed Brokerage If a client directs the Firm to execute securities transactions through a particular brokerage firm, the Firm does not negotiate commission rates with the brokerage firm designated by the client. The client may be able to negotiate commission rates directly with the brokerage firm it designates (“directed broker”). The prices and execution quality achieved for a client account with a directed broker may be more or less favorable than the prices and execution quality the Firm achieves for other client accounts. The Firm may not be in a position to, and may not, monitor for best price and execution of trades the directed broker executes for the client’s account. The Firm may place trades for client accounts that direct brokerage after it places the same trades for other clients that do not direct brokerage. This may result in directed brokerage accounts receiving worse prices than other client accounts. For certain securities transactions that are not available from a client’s directed broker (e.g., purchases in initial public offerings) or, in the Firm’s judgment, would not be advantageous to the client if executed with such broker, the Firm may aggregate or bunch its order for that client with orders for other clients placed with a broker the Firm selects, and then have that executing broker step out the client’s portion of the order to the directed broker for settlement. For such a transaction, the directed brokerage client receives the same prices as the other clients and pays commissions to the executing broker at the same rate paid by the other clients participating in the order. Depending on the terms of the client’s agreement with the directed broker, the directed brokerage client may also pay a commission or separate administrative fee to the directed broker for such a transaction. Model Programs

In a Non-Discretionary Model Program, the Program Sponsor has sole authority and responsibility for the selection of broker-dealers and the execution of transactions for its participant accounts. The Firm is not responsible for placing orders for the execution of transactions involving assets of the Program Sponsor’s participant accounts or for giving instructions to the Program Sponsor with respect thereto. The recommendations implicit in the model portfolio advice provided to the Program Sponsor or overlay manager may reflect investment advisory decisions made contemporaneously for other clients of the Firm, including registered funds that pursue a similar strategy. The Firm may have already commenced trading before a Program Sponsor or overlay manager has received or had the opportunity to evaluate or act on the Firm’s model portfolio advice and transactions ultimately placed by the Program Sponsor or the overlay manager for its participants may be subject to price movements, particularly with large orders relative to the given security’s trading volume, that may result in the participants receiving prices that are less favorable than the prices obtained by the Firm’s other clients. Further, while the Firm takes reasonable steps to minimize the market impact caused by transactions for accounts over which the Firm has investment or trading authority, because the Firm does not control the Program Sponsor or overlay manager’s execution of transactions for participants, the Firm cannot influence the market impact of such transactions to the same extent that it would for accounts over which the Firm has trading authority. Trade Rotation To promote fair and equitable treatment of clients, the Firm considers the sequence in which separate account trades are delivered to the market, and the Firm has created a process that seeks to achieve overall fair and equitable treatment of all participants over time. It is the policy of the Firm that trade orders for the purchase or sale of equity securities for separate accounts clients within the same investment strategy are communicated on a rotation basis and that no client, or group of clients, is routinely advantaged or disadvantaged over any other. Separate account orders in each strategy are sequenced by custodian bucket, and the sequence rotates each month so that over a full rotation cycle each bucket occupies each position an equal number of times. For larger orders or orders in small-cap securities, where immediate execution across all buckets may cause adverse market impact, the executing broker may work the order in stages or otherwise depart from the month's sequence, with the objective of best execution and the lowest practicable dispersion in execution prices across accounts. Departures from the sequence are reported to the Firm and reviewed quarterly at the Brokerage Review Committee. The registered funds managed by the Firm are managed by aportfolio manager distinct from the Portfolio Manager managing the Firm’s separate accounts and

Read the rest in the brochure

MVP may enter into arrangements with unaffiliated third parties whereby compensation is paid for referring clients or investors. Generally, these payments are based on a percentage of management fees, performance-based fees, or some combination thereof, earned by the Firm with respect to such client or investor. Because such arrangements contain inherent conflicts of interests between the referring party, on the one hand, and the client/investor, on the

other, the Firm requires documentation that these conflicts have been disclosed and consented to by clients. Commencing with its next fundraise, where applicable, MVP will provide prospective investors with detailed disclosures regarding a placement agent’s compensation (and associated conflicts) via applicable Fund offering documents or separately. Prospective investors should carefully review such disclosures. A placement agent’s receipt of the fees noted above presents an inherent conflict of interest for the placement agent in that the placement agent may have an incentive to recommend interests in the Fund to a prospective investor based on the fees it anticipates receiving from such sale (as opposed to the best interests of the prospective investor). Such a conflict will usually be mitigated (at least in part) by the placement agent’s fiduciary duty to place the interests of its clients over its economic interests. Nevertheless, prospective investors should independently assess whether an investment in a Fund is in their best interests and appropriate aligned with their portfolios’ investment objectives and guidelines, investment restrictions (if any), asset allocation guidelines and restrictions, liquidity needs, and overall risk/return profiles.

Neither MVP, nor any of its personnel, has legal or disciplinary events (i.e., criminal or civil action in a domestic, foreign or military court, administrative proceeding before the SEC, any other federal regulatory agency, any state regulatory agency, or self-regulatory organization) that are material to evaluating the Firm’s advisory business or the integrity of its personnel.

All orders are reviewed prior to entry to ensure that they are consistent with client-imposed portfolio guidelines and restrictions. This review is generally conducted by a portfolio manager. Client accounts are reviewed by their respective portfolio managers on a daily, monthly or quarterly basis, depending on activity in the account and the frequency of client reporting. Investors in the Firm’s private funds, when offered, receive written statements containing individual net asset values on a monthly or quarterly basis, either from the Firm directly or from the client’s independent fund administrator, as set forth in the terms of the relevant private placement memorandum or partnership or limited liability company agreement. Separate account clients generally have real-time access to reports of net asset values and account activity through their custodians. The Firm also provides separate account clients with quarterly reports containing performance and holdings information.

MVP may be considered to have custody of client assets as a result of fee payments or the service of its affiliates as general partner to private investment partnerships or manager of a limited liability company investment vehicle. Actual custody of client assets, except real property assets, however, is at a broker-dealer, bank or other qualified custodian. Clients should carefully review all account statements and compare those received from the Firm with those received directly from their designated administrator or custodian. For its private funds that include investors other than the Firm’s principals, the Firm will send audited financial statements, prepared in accordance with GAAP, to each fund investor within 120 days after such fund’s fiscal year end. Consistent with guidance provided by the Securities and Exchange Commission, if a private fund’s investors are comprised entirely of the Firm’s principals, or family investment vehicles established by principals, the Firm does not intend to prepare or deliver audited financial statements for such fund.

As an investment adviser, MVP generally has discretionary authority over clients’ accounts to determine what securities or other investments will be bought and sold and in what quantities, the amount of leverage employed, the broker-dealer used and the commission rates to pay, among other things. The specific terms of the scope of such investment discretion are detailed in the

relevant account’s investment management agreement. Clients may place reasonable restrictions on their accounts (for example, limits on the percentage invested in a particular security; limits on industry concentration; or prohibitions against investments in particular securities). In most circumstances, the Firm will accommodate client restrictions provided they do not interfere materially with the Firm’s portfolio construction process. If a client directs the Firm to use a particular broker-dealer, the Firm does not have discretion to choose the broker-dealer used or negotiate the commission rate. In the Model Programs, the Firm is not responsible for placing orders or selecting broker-dealers for the execution of transactions involving assets of participant accounts.

MVP believes that proxy voting is a valuable right of company shareholders. In general, the Firm will vote all proxies it receives, unless the client reserves for itself the authority to vote proxies or as otherwise described below. The Firm may refrain from voting in certain circumstances. For instance, the Firm generally intends to refrain from voting a proxy if the company’s shares are no longer held by clients at the time of the meeting. Additionally, the Firm may refrain from voting a proxy if it concludes the potential impact on shareholders’ interests is insignificant while the cost associated with analyzing and voting the proxy may be significant. If shares of a security are on loan as of the record date of the meeting for which a proxy is received, the Firm will be unable to vote those shares for the client. As a general proposition, the Firm supports proposals that (i) preserve and expand the power of shareholders in areas of corporate governance and (ii) allow responsible management teams to run their company in the way that is most likely to maximize value for owners. The Firm generally opposes proposals that reduce management’s accountability, misalign management and shareholders’ interests, and seek to place restrictions on management in order to promote political, religious or social agendas. The Firm maintains proxy voting guidelines, which set forth the manner in which the Firm generally votes issues that are routinely presented. For example, the Firm generally votes for cumulative voting and against staggered boards. The Firm periodically reviews these guidelines to ensure that they accurately reflect the Firm’s philosophy. Clients may reserve for themselves the authority to vote proxies. Clients may also give the Firm instructions regarding how they would like shares they own to be voted. Where the Firm is granted discretionary authority to vote proxies, the Firm instructs custodians to forward proxy materials to the Firm. When clients reserve proxy voting authority for themselves, they must coordinate with

their own custodians and brokers to ensure that they receive all proxy solicitations. Upon receipt of a proxy, the Firm will review the proxy and evaluate whether the voting decision presents a material conflict of interest between the Firm’s interests and those of its clients. If no material conflict exists, the Firm decides how to vote the proxy after giving consideration to a number of sources, which may include the Firm’s guidelines, the views of members of the investment team, the views of company management, and independent research services. If a material conflict is identified, one of the following approaches is used to determine how to vote the proxy: 1. If the Firm’s proxy voting guidelines address the specific issue on which the vote is to be cast, the proxy is voted according to the guidelines. 2. If an issue on which the vote is to be cast is not specifically addressed by the Firm’s guidelines, the vote will be cast based upon the recommendation of an independent third party, or the Firm may disclose the conflict to its clients and seek to obtain its clients’ consent to vote the proxy in the manner that the Firm believes to be in the best interest of its clients. A client may obtain a copy of the Firm’s proxy voting policies and procedures and the proxy voting guidelines, as well as specific information about how the Firm voted with respect to securities owned by the client, by contacting the Firm at the address noted on the cover page.

MVP does not require or solicit prepayment of management fees six or more months in advance. The Firm has no financial condition to disclose that is reasonably likely to impair its ability to meet contractual commitments to its clients. Additionally, the Firm has not been the subject of a bankruptcy petition at any time during the past ten years. For questions or requests for additional information, please contact the Chief Compliance Officer at the number or address listed on the cover of this brochure.