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Firm Brochure
Name of Firm:
Business Address:
Telephone Number:
Website:
Date of This Supplement:
SEC File Number:
Miller Capital
5600 New King Drive, Suite 220
Troy, MI 48098
248.901.1650
www.millercapital.com
March 31, 2026
801-64489
INTRODUCTION
The United States Securities and Exchange Commission (SEC) and similar state rules require our firm to
deliver to clients and prospective clients a brochure disclosing information about our firm (Part 2A -
Form ADV). We are also required to deliver a brochure supplement disclosing information about our
professionals that provide investment advice to clients and have authority over client assets (Part 2B -
Form ADV).
This brochure describes the qualifications and business practices of Miller Capital Partners, Inc. (also
referred to as Miller Capital). Contact us at the address or phone number above if you have questions.
Although Miller Capital is a Registered Investment Advisor (RIA), the use of this term does not imply a
certain level of skill or training.
The information in this brochure has not been approved or verified by the SEC or any state securities
authority. More information on our firm is available on the SEC’s website at www.adviserinfo.sec.gov.
MARCH 31, 2026 MILLER CAPITAL PAGE | i
Item 2 – Material Changes
No material changes to Miller Capital have occurred since this document was last updated on
March 31, 2025.
We will send you a new brochure, upon request, without charge. We will send you an updated
brochure no later than April 30th of each year if material changes are made from the previous
brochure. If other important changes occur, such as changes to disciplinary information, we will
send you an updated brochure as soon as it is completed.
Item 3 – Table of Contents
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Firm Brochure [Cover Page]
Material Changes
Table of Contents
Advisory Business
Fees and Compensation
Performance-Based Fees and Side-By-Side Management
Types of Clients
Methods of Analysis, Investment Strategies and Risk of Loss
Disciplinary Information
Other Financial Industry Activities and Affiliations
Code of Ethics, Participation or Interest in Client
Transactions and Personal Trading
Brokerage Practices
Review of Accounts
Client Referrals and Other Compensation
Custody
Investment Discretion
Voting Client Securities
Financial Information
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Item 4 – Advisory Business
HISTORY OF OUR FIRM
Miller Capital was established in July 1999. We operate as a Registered Investment Advisor. Our offices are
located in Troy, Michigan. The founder and sole owner of the firm is Mark A. Miller.
ADVISORY SERVICES
We provide three categories of service:
Investment Supervisory Services
Investment Advice (without management or supervision)
Financial Advice (including non-investment matters)
INVESTMENT SUPERVISORY SERVICES
We provide two different Investment Supervisory Services (known as discretionary services):
Complete Investment Management
Asset Allocation Management
If you hire us to perform one of these discretionary services, you will grant us the authority to
make investment decisions and transactions for you without obtaining your prior approval. We
monitor your managed investments on an ongoing basis.
With these discretionary services, we will review your accounts as frequently as needed, but at
least weekly. An investment professional conducts the reviews. We also review your accounts in
response to economic changes, fundamental investment changes, tax changes, and for many other
reasons. We will send written investment reports to you, either quarterly or semi-annually,
depending on what we both decide is best in our written investment agreement.
INVESTMENT ADVICE
We provide two different Investment Advice services (also known as non-discretionary services):
Complete Portfolio Analysis & Consulting
Limited Portfolio Analysis & Consulting
If you hire us to perform one of these non-discretionary services, you will receive investment
advice and/or recommendations from us. Unlike with our discretionary services, you will not
grant us the authority to make investment decisions and transactions for you. You will
implement (or choose not to implement) our advice and/or recommendations. With these two
services, we normally provide investment advice and/or recommendations at the end of certain
periods (such as the end of a quarter or semi-annually). However, you will choose (in our written
investment agreement) the level and nature of our investment advice and/or recommendations,
including if ongoing monitoring and continuous recommendations are provided.
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FINANCIAL ADVICE
We also offer Wealth Management services. If you hire us to perform these services (also called financial
advice), we will provide either comprehensive management or financial advice for your wealth and
financial situation, or targeted management or financial advice for specific areas. Our Wealth
Management services might be considered a form of financial planning, although we do not use the
term “financial planning” to describe any of our services.
Our Wealth Management service requires a written agreement between us, covering the following:
type and frequency of written reports provided to you
our negotiated annual fees (subject to annual revision by mutual agreement with you)
areas of wealth management and financial advice provided to you
Although we only offer Wealth Management services currently under our Financial Advice category, we
could expand this service in the future to other areas of financial advice, not limited to Wealth
Management or to individuals.
TAILORING OF SERVICES
We provide tailored services to our clients. While we use financial models to assist with asset allocation,
security valuation, and security selection, these models only support (rather than dictate) our judgment
of what is best for you.
Examples of Tailored Services
For example, if you have tax-deferred accounts and taxable accounts, we usually design a tailored
investment approach to take advantage of these different tax attributes. In addition, we may tailor your
investment portfolio or an account toward a specific style or quality. For example, you may request that
we focus your portfolio in higher quality securities. The term “higher quality” may mean different things
to different people, but we will do our best to understand your definition of “higher quality”, and invest
accordingly. Such a request may result in a unique portfolio compared to other client portfolios.
Client Requested Preferences and Restrictions
You may place preferences and restrictions on your investment strategy and securities in your
portfolio so long as:
the preferences and restrictions are in writing
they are within our capabilities.
we believe they are consistent with our fiduciary duties
If you want to avoid certain types of investments in an account we supervise, we will ask you to
sign a written investment strategy or amendment reflecting these restrictions. If you ask us to
purchase a certain security in an account we supervise, we may suggest that you purchase this
security in a separate account that we do not supervise. If you purchase such a security or
transfer it into an account we supervise, we may tell you that this security will be considered
unsupervised by us, and may be excluded from performance calculations.
While we do our best to tailor our services for you, we may decline requests for tailored services if
we believe they are:
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not consistent with our fiduciary duty to you
outside our circle of competence or abilities or
prevent us from properly serving other clients.
RETIREMENT ACCOUNTS
When we provide investment advice to you regarding your retirement plan account or individual
retirement account, we are fiduciaries within the meaning of Title I of the Employee Retirement Income
Security Act (ERISA) and/or the Internal Revenue Code, as applicable, which are laws governing
retirement accounts. The way we are compensated can create some conflicts with your interests, so we
operate under a special rule that requires us to act in your best interest and not put our interests ahead
of yours.
Under this special rule's provisions, we must:
Meet a professional standard of care when making investment recommendations (give prudent advice)
Never put our financial interests ahead of yours when making recommendations (give loyal advice)
Avoid misleading statements about conflicts of interest, fees, and investments
Follow policies and procedures designed to ensure that we give advice that is in your best interest
Charge no more than is reasonable for our services
Give you basic information about conflicts of interest.
DISCRETIONARY AND NON-DISCRETIONARY ASSETS MANAGED
We manage client accounts on both a discretionary basis and a non-discretionary basis. The term
“discretionary” describes our Investment Supervisory Services. The term “non-discretionary” describes our
Investment Advice service and Financial Advice service (when containing an Investment Advice
component). We managed the following amounts as of the date below:
As of February 28, 2026, we managed $311,566,992 of client assets, with $251,602,698 of assets
managed on a discretionary basis and $59,964,294 of assets managed on a non-discretionary basis.
Item 5 – Fees and Compensation
TYPES OF FEE ARRANGEMENTS
All of our fee agreements are outlined in a written agreement signed by you and us. We charge our
fees in one of three different ways:
percentage of assets
hourly charges
fixed fees
You pay our fees directly by check or by deduction from your account (your choice). We do not receive
any form of compensation from any other source, including from commissions, transaction fees or other
fees related to your accounts.
Our attached fee schedule lists our fees paid as a percentage of assets under our management or
subject to our advisement. These percentage fees are negotiable under special circumstances relating to
reasonableness and fairness to both the client and us based on the nature of services provided. In the
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past, when our fee schedule changed, the new fee schedule applied only to future clients. We have
historically honored our original fee schedule agreed to with clients, but that could change in the future.
We do not anticipate frequent changes in our fee schedule, but that could change in the future.
In the past, we have rarely agreed to charge hourly fees for our work because:
clients have not asked for hourly fee agreements very often
in our experience, hourly fee agreements can be less helpful to close client relationships as compared
to other fee arrangements.
We often agree with clients to charge a fixed annual fee (adjustable annually) that is negotiated to
reflect the type of work we perform.
METHOD OF FEE PAYMENT
We charge our fees monthly, quarterly or semi-annually, depending on our written agreement with you. The
type of services and size of the accounts usually determines the frequency of our fees. We do not ask you to
prepay our fees prior to providing services. If fees are prepaid by you, we do not accept payments for more
than three months of work in advance. If we stop working together, we promptly refund any prepaid fees
that were paid for future work not yet performed by us (see the Termination of Services section below).
You can choose to pay our fees by mailing us a check or by deduction from your custodial account. If you
choose to pay by check, we will send the invoice to you by mail or e-mail (your choice). If you choose to
pay us by deduction from your account, the custodian will require you to sign a document (one-time)
permitting them to pay our invoices. We will send your invoice to the custodian for payment, but only
after we have sent you our fee calculation amount for your review.
CALCULATION OF PERCENTAGE OF ASSET FEES
Percentage of asset fees are calculated on the average assets under management or advisement on the
first day of each of the previous three months (for quarterly invoices) or previous six months (for semi-
annual invoices). The fee is a payment for the previous quarter or semi-annual period of services. Fees
for the initial period, if less than a full invoice period, will be prorated for the actual number of days the
relationship was in effect in the initial period, and are payable based on the initial value of the account.
If the account value is increased by additional deposits during the first invoice period, then the fee for
the initial period will be re-calculated using the initial value of the account plus the additional deposits in
the initial period, payable with the fee for the first invoice period.
TERMINATION OF SERVICES
You can terminate our services at any time. We can do the same. The termination is effective when one
of us receives written notice of termination from the other. We prorate our fee (for the actual number of
days the relationship was in effect during the invoice period) to the date the written notice is received.
We refund you prepaid but unearned fees within ten days. You will need to pay us earned but unpaid
fees within ten days. These details are in the written investment agreement signed by you and us.
OTHER FEES AND EXPENSES
The fees we charge for our services are separate and apart from any brokerage commissions,
transaction fees, or other fees that may be charged to you by a third-party or your custodian. For
example, your custodian may charge:
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certificate delivery fees
a commission to buy or sell a security
a transaction fee to buy or sell a mutual fund
a custodial fee just for having an account
wire transfer or electronic transfer fees
deferred sales charges or early redemption fees on certain securities
other fees on brokerage accounts and transactions.
Mutual funds and exchange traded funds also charge internal management fees, which are disclosed in a
fund’s prospectus. An outside investment advisor that is retained to manage your assets may also charge
their own fees. We will not receive any portion of these commissions, fees, and costs. In Item 12, we
describe the factors we use when asked to recommend a custodian or broker-dealer for your accounts or
transactions.
Item 6 – Performance-Based Fees and Side-By-Side Management
We will not charge you any performance-based fees (fees based on a share of capital gains or capital
appreciation of your assets).
Item 7 – Types of Clients
We offer our services to individuals, pension and profit- sharing plans, corporations and business
entities, trusts, estates, foundations and endowments, and other charitable organizations. We do not
require you to have a minimum account size or pay a minimum fee. However, some services may
only be well-suited to accounts of a certain size and we will inform you if that is the case.
Item 8 – Methods of Analysis, Investment Strategies and Risk of Loss
PORTFOLIO DESIGN AND INVESTMENT STRATEGY
We begin the portfolio design process with an assessment of the client’s investment needs, goals,
preferences, and restrictions. This usually occurs during several discussions with the client. We
also discuss our investment process and philosophy of managing investments. We finalize the
portfolio design in a written investment strategy. After the written investment strategy is signed by
the client, we prepare a portfolio Implementation Plan to show the client how their portfolio is likely
to be invested. We provide this plan to the client before their portfolio is invested so they can ask
questions or inform us if the plan does not meet with their approval.
To implement the investment strategy, we may use a variety of approaches including long-term
purchases (securities held at least a year), short-term purchases (securities sold within a year), and
on occasion (subject to client pre-approval) short sales, hedges, and margin transactions. We
specify these permitted approaches in the written investment strategy.
INVESTMENT ANALYSIS
We primarily rely on fundamental analysis in our investment research, selection and monitoring. With
fundamental analysis, we evaluate an investment based on our estimate of its future earnings, cash
flow, asset value or yield. We use many research sources including, for example:
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research materials prepared by third parties
commentary and purchases/sales made by other investment firms
input from industry sources.
annual and periodic reports
prospectuses and other filings made with the SEC
company presentations and press/financial releases
general reading and business or financial journals and magazines
Evaluating Equities
Before we evaluate a public equity for possible purchase, we first identify the equity through a
search strategy. We feel it is vital to have a search strategy/system to identify investment
opportunities. Our search strategy includes, for example:
reviewing analyst reports prepared by brokerage firms/independent research firms
monitoring recent purchases by investment firms we respect, and corporate insiders
reviewing comments made by management/directors about their firm or other firms
screening for equities using stock search services which rank companies using different methods
other research sources previously mentioned.
Evaluating Bonds
We evaluate bonds using many of these same research sources and techniques we use for public
equities. Our fundamental analysis of bonds focuses on the credit worthiness of the bond or the value of
the bond relative to its potential purchase price. We consider rating agency opinions (such as those from
Standard & Poor’s and Moody’s) but do not rely heavily on them.
Evaluating Mutual Funds
We evaluate mutual funds using information from several sources, such as:
the mutual fund prospectus along with portfolio holdings, shareholder letters, and other commentary
conference calls or transcripts from the mutual fund
mutual fund research reports and rankings prepared by mutual fund research firms
articles of interest about the mutual fund, or its managers or management firm.
Investments Can Decline in Value
We cannot guarantee that your account will perform in a certain manner. While we make
estimates of future returns for planning purposes, no representative of our firm is permitted to
indicate to you that a certain level of investment performance will be achieved. Investments can
decrease in value, temporarily and/or permanently.
Other Risks
Virtually any investment we recommend or manage for you can decline in value, as mentioned in the
previous section. In addition, there are risks associated with various investment strategies we use for
clients. The following list provides some of these risks, but is not all inclusive:
Short-Term Investment Periods Can Increase Losses. Your likelihood of loss may be greater if we
invest for a shorter period of time and then are required to sell the investment or need to for
fundamental reasons.
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Investing in Common Stocks. We often invest in common stocks (or funds) for clients, which may
have larger price swings and greater potential for loss than other types of investments.
Investing in Bonds. Rising interest rates will generally cause the prices of bonds and other debt
securities to fall. In addition, falling interest rates may cause an issuer to redeem, call or refinance a
security before its stated maturity, which may result in having to reinvest the proceeds in lower
yielding securities. Longer maturity debt securities may be subject to greater price fluctuations than
shorter maturity debt securities. Bonds and other debt securities are subject to credit risk, which is
the possibility that the credit strength of an issuer will weaken and/or an issuer of a debt security
will fail to make timely payments of principal or interest and the security will go into default. Lower
quality debt securities generally have higher rates of interest and may be subject to greater price
fluctuations than higher quality debt securities.
Investing Outside the United States. Securities of issuers domiciled outside the United States, or with
significant operations outside the United States, may lose value because of political, social or economic
developments in the country or region in which the issuer operates. These securities may also lose
value due to changes in the exchange rate of the country’s currency against the U.S. dollar. Securities
markets in certain countries may be more volatile and/or less liquid than those in the United States.
Investments outside the United States may also be subject to different settlement and accounting
practices and different regulatory, legal and reporting standards than those in the United States. These
risks may be heightened in connection with investments in developing countries.
Our Management. We often internally manage client investments through selection of individual
securities, in addition to the use of mutual funds, index funds, exchange traded funds and separate
accounts managed by outside investment managers. Therefore, clients are subject to the risk that
the methods and analysis employed by us in this process may not produce the desired results. This
could cause your investments to lose value or your results to lag relevant benchmarks or other
investment firms/funds with similar objectives. Your overall investments are not insured or
guaranteed by the Federal Deposit Insurance Corporation [FDIC] or any other governmental agency,
entity or person, unless a specific investment enjoys such benefits apart from our firm (for example,
if we invest in a Certificate of Deposit insured or guaranteed by the FDIC.
Item 9 - Disciplinary Information
As a registered investment advisor, we are required to disclose all material facts regarding any
legal or disciplinary events that would be material to your evaluation of our firm or the integrity of
our firm’s management. We have had no legal or disciplinary events in our firm’s history. As a
result, there is no information to disclose to you on this item.
Item 10 – Other Financial Industry Activities and Affiliates
We are not registered as a securities broker-dealer, futures commission merchant, commodity
pool operator or commodity trading advisor. We do not have any material arrangements with a
broker-dealer, investment company, other investment advisor, financial planning firm, futures
commission merchant, commodity pool operator or commodity trading advisor, banking/thrift
institution, accounting firm, law firm, insurance company/agency, pension consultant, real
estate broker or dealer, or entity that creates or packages limited partnerships. We do not serve
as a general partner in any partnership in which clients are solicited to invest. If we agree to serve
as investment advisor for an investment partnership or similar entity, we will not solicit our
clients to participate in such investments although clients may participate on their own initiative.
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Item 11 - Code of Ethics, Participation or Interest in Client
Transactions and Personal Trading
CODE OF ETHICS
All persons employed or supervised by Miller Capital are responsible for maintaining the highest ethical
standards when conducting business. In keeping with these standards, we must always place your
interests ahead of our own. We have adopted certain standards (our Code of Ethics) to help deter
wrongdoing, preserve confidentiality, and promote:
honest and ethical conduct
full, fair, accurate, timely and understandable disclosure in reports and documents compliance with
applicable laws, rules and regulations
prompt internal reporting of violations of our Code of Ethics accountability for compliance with our
Code of Ethics.
Our Code of Ethics applies to any person employed by, or supervised by, Miller Capital. We will provide a
copy of our Code of Ethics to you upon request.
PARTICIPATION OR INTEREST IN CLIENT TRANSACTIONS
Our firm, and those supervised by our firm, may buy or sell securities for our own accounts that
we also recommend or transact for you. If we take a certain investment action for you, or on
behalf of our own accounts, we are not required to take similar action for all other clients. We
tailor our investment approach so investments for one client may not be appropriate for
another client. If it is appropriate to take an investment action for any of our clients, we will take
action for our clients before taking action for our own accounts.
PERSONAL TRADING
Your trust in us is critically important. And your interests must always take clear priority over our
interests. As a result, we must use extreme care in handling our personal investments in order to
avoid actual or perceived conflicts with your interests, including placing of investment trades for your
account. For these reasons, we strictly control and monitor the personal trading and investment
activities of our employees or anyone supervised by us.
In our Code of Ethics, we established clear rules for personal trading, both before the trade occurs
and after the trade occurs. We consider our personal trading to be a privilege, not a right. Any
personal trading is also subject to various federal and state securities laws, rules and regulations.
Violations of these laws or our rules on personal trading may result in criminal or civil penalties,
loss of profits, and loss of employment at Miller Capital.
Here are some of our personal trading rules (our Code of Ethics has more details):
We cannot participate in personal short term trading, as defined in our Code of Ethics.
We are only permitted to purchase securities previously approved for purchase by clients.
We cannot place a personal trade before a planned transaction for a client account if we are
responsible or involved with that client account.
We cannot place a personal trade for a security if there is a pending order for one of our clients.
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Item 12 – Brokerage Practices
We do not maintain actual custody of your assets that we manage or on which we advise. If you
give us authority to withdraw assets from your account (see Item 15 – Custody) we may be
deemed to have custody of your assets. The only time we accept sole authority to withdraw
assets from a client’s account is for payment of our fees. In this case, a client pre-authorizes our
fees to be automatically deducted from their account and paid to us. This authorization is
usually granted in two places:
the written investment agreement between our firm and the client
a document from the custodian authorizing payment of our fees, that is signed by the client
If authorized, our fees are deducted only after the client receives advance written notice of the
amount of the investment fees and the fee calculation.
SELECTION OF BROKERS/CUSTODIANS
We do not require you to use a certain custodian. We do require your investment assets (if we
manage them) be maintained in an account at a qualified custodian (a broker-dealer or bank).
We are independently owned and operated and are not affiliated with any custodian. Our clients have
custody relationships with many different custodians.
This breadth of custody relationships illustrates our policy of not requiring certain custodians. You make
the final decision on your custodian, although we will provide you with information to reference while making
this important decision, if requested.
CHOOSING A CUSTODIAN
Miller Capital can be a resource in providing information to you when choosing a custodian, including
the custodian’s working arrangements or requirements in working with Miller Capital.
Some factors to consider are:
types of accounts offered
usability of the custodian’s platform or online access to both Miller Capital and you
availability of tax forms and statements
security procedures to keep your accounts safe, such as two factor authentication
financial strength and additional insurance of the custodian, and whether the custodian is a member
of SIPC, FINRA and/or assets covered by the FDIC
customer service rankings, adequate support staff, and availability of nearby branches
ease of depositing and withdrawing funds
educational resources available
additional services provided by a custodian, such as:
o margin capability
o access to specialized services, such as lending for real estate or customized lending
o access to research
o availability of alternative investments
o availability of financial planning
o availability of trustee services or trust reporting services.
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While we may suggest factors to consider when choosing a custodian, you should select the
custodian you feel will best meet your needs. You will open the account with the custodian, unless
you keep your existing custodian. You will also choose whether to grant us discretionary or non-
discretionary access to your account. If you request us to help with this process, we will assist you
to the extent possible.
YOUR BROKERAGE AND CUSTODY COSTS
Your custodian may or may not charge you separately for custody services. Some custodians may
charge a custodian fee in addition to commissions or other fees on trades it executes or that settle
into your account. Custodians may also charge a percentage of the dollar amount of assets in the
account in lieu of commissions. Other custodians may not charge a custodian fee but are
compensated solely by charging you commissions or other fees on trades or a percentage of assets
in the account. In addition to commissions and/or asset-based fees, the custodian may charge you a
flat dollar amount as a “prime broker” or “trade away” fee for each trade that we have executed by a
different broker-dealer but where the securities bought or the funds from the securities sold are
deposited (settled) into your custodian account. These fees are in addition to the commissions or
other compensation you pay the executing broker-dealer. Because of this, in order to minimize your
trading costs, we attempt to have the custodian execute most trades for your account.
PRODUCTS AND SERVICES AVAILABLE TO US FROM CUSTODIANS
Your custodian may provide us and our clients with access to its institutional brokerage trading,
custody, reporting, and related services and various support services. Some of those services help us
manage or administer our clients’ accounts, while others help us manage our business. For example,
one of the custodians used by many of our clients is Charles Schwab & Co., Inc. (Schwab), a
registered broker-dealer. A division of Schwab, known as Schwab Advisor Services™, provides
support services that are generally available on an unsolicited basis (we do not have to request
them) and at no charge to us as long as our clients collectively maintain at least $10 Million of their
assets in accounts at Schwab. If our clients collectively have less than $10 Million in assets at Schwab,
Schwab may charge us quarterly service fees. At the current time, our clients have substantially more
than $10 Million in assets at Schwab and the provision of these support services is not a material
factor to us. Several other custodians provide similar services at no cost.
SERVICES THAT MAY NOT DIRECTLY BENEFIT YOU
Most custodians make available to us other products and services that benefit us but may not
directly benefit you or your account. These products and services assist us in managing and
administering our clients’ accounts. They include investment research, both the custodian’s own
and that of third parties. We may use this research to service all or a substantial number of our clients’
accounts, including accounts not maintained at the custodian providing the research. In addition to
investment research, the custodians may provide other software and other technology that:
provide access to client account data (such as trade confirmations and account statements)
facilitate trade execution and allocate aggregated trade orders for multiple client accounts provide
pricing and other market data
facilitate payment of our fees from our clients’ accounts
assist with back-office functions, recordkeeping, and client reporting.
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SERVICES THAT GENERALLY BENEFIT ONLY US
Most custodians also offer other services intended to help us manage our firm. These services
(with fees that may be discounted or waived) include:
consulting on technology, compliance, legal, and business needs
educational conferences and events
publications and conferences on practice management and business succession
access to employee benefits providers, human capital consultants, and insurance providers.
We generally do not view these services as important, and they should not influence the
custodian selection decision.
OUR INTEREST IN A CUSTODIAN’S SERVICES
The availability of services provided by a custodian may benefit us as we do not have to purchase them.
This can create a potential conflict of interest, especially if services are provided at no cost, only if a certain
amount of client assets are held at the custodian (as discussed previously for Schwab). However, our use
of a custodian is not based on any benefits provided by the custodian. Our relationship or use of a
custodian is based on the best interests of our clients, as required by our fiduciary duty to them. Our
relationship with a custodian is primarily supported by the scope, quality, and price for value of the
custodian’s services and not a custodian’s services that may benefit us.
AGGREGATING ORDERS FOR CLIENTS
When appropriate, we may aggregate security transaction orders for multiple clients for the same
security (also known as a block trade). Block trades can permit us to achieve better pricing for the
security and results in fairness to similarly situated clients. Each client account that is part of a block
trade will receive the average price for the security traded. If a block trade is not fully filled, each client
account will be allocated part of the trade on a percentage basis equal to the percentage of their shares
represented in the total block trade that was submitted.
Some client accounts may have an identical security traded just prior to, or shortly after, a block
trade in the same security. This can occur when a client account was not similarly situated, such as
when the account is located at another brokerage firm, or when research and analysis is still being
conducted on one account while all other client accounts in the block trade have already been fully
reviewed and need to be transacted on a timely basis.
It is our policy that personal accounts of our employees cannot participate in block trades with
clients. Personal trades in the same security as a client block trade must take place after the client
block trade and all other non-block trades in a manner which does not harm the client trade nor
permit a benefit to the personal trade.
WE DO NOT USE SOFT DOLLARS
A soft dollar arrangement is one in which we are given credit (by a custodian/brokerage firm)
toward the purchase of investment goods/services, usually from a third party. The soft dollar credits
are usually measured by the amount of commissions/fees generated for the custodian/brokerage
firm by transactions initiated by us on behalf of our clients. The client may not be aware of the
amount of soft dollars received by the investment advisor from the custodian/brokerage firm.
MARCH 31, 2026 MILLER CAPITAL PAGE | 11
Soft dollars create a conflict of interest; they save the investment advisor money on necessary
research or business expenses. Because soft dollars increase the profits of the investment
advisor, there could be an incentive to may place more transactions or recommend certain
custodians due to favorable soft dollar arrangements with a custodian. To prevent this conflict of
interest, we do not accept soft dollar credits and have never done so in our history.
Item 13 – Review of Accounts
Our account review process for our three services (advisory services, investment advice, and financial
advice) is discussed in Item 4 – Advisory Business.
Item 14 - Client Referrals and Other Compensation
We do not have any arrangements, formal or informal, where we are paid cash or receive some
economic benefit from a non-client in connection with giving advice to clients. We also do not
compensate any person or entity (including clients), directly or indirectly, for client referrals.
Item 15 – Custody
Under government regulations, we are deemed to have custody of your assets if, for example, you
authorize us to instruct the custodian to deduct our advisory fees directly from your account. Our
fee payment process, including payment by deduction from your account, is discussed in Item 5 –
Fees and Compensation. The custodian maintains actual custody of your assets.
RECEIPT/REVIEW OF ACCOUNT AND STATEMENTS FROM YOUR CUSTODIAN
You will receive account statements directly from the custodian either monthly or quarterly,
depending on the custodian and the type of account. The account statements will be sent to the
email or mailing address you provided to the custodian. You should carefully review those
statements when you receive them. We also urge you to compare the custodian’s account
statements to the periodic reports you will receive from us. Our reports may vary from custodial
statements based on accounting procedures, reporting dates, or valuation methodologies of
certain securities.
PREPAYMENT OF OUR FEES NOT REQUIRED
We do not require pre-payment of our fees. In the event you wish to pre-pay fees, we do not accept
prepayment for more than three (3) months in advance and unearned fees are promptly refunded
upon termination of our investment services.
WARNING ABOUT TRANSFERRING ASSETS TO INVESTMENT ADVISOR
You should never make checks payable to an individual who is a representative of our firm or
claims to be a representative of our firm. You should also never make a check payable to Miller
Capital other than for the payment of our advisory fees. You should not endorse or assign any
securities or assets to Miller Capital or a representative of Miller Capital, even if someone claiming
to be a representative of the firm directs you to do so. In fact, such situations are very serious
and you should consider contacting the custodian directly with your concerns, along with the
SEC, your state security regulator or attorney general, local law enforcement, and legal counsel.
MARCH 31, 2026 MILLER CAPITAL PAGE | 12
Item 16 - Investment Discretion
If you are a discretionary client, we have the authority to determine which securities to buy or sell
without receiving your consent before each transaction. These decisions must be consistent
with your written investment strategy. You will know whether you have given us discretionary
authority by reviewing two documents which grant the authority:
the written investment agreement signed by you and us
a document from the custodian signed by you granting us the desired level of discretion,
trading authority and/or information access.
Clients that wish to restrict our investment discretion or trading authority must do so in writing
and should request restrictions be clearly referenced in the following documents signed by you:
the written investment agreement
the written investment strategy
the custodial account documents.
You are not required to grant us discretion or trading authority over your accounts. You may retain
sole authority over the accounts and implement transactions recommended by us. Due to timing
issues, we do not permit clients to approve all discretionary transactions prior to our
implementation of the trade. However, we will permit clients to request in writing that we provide
them advance notice or receive their written approval of certain pre-defined transactions, for
example, transactions which may generate substantial taxable gains. There are disadvantages to
advance notice and written approvals. Required communication before a transaction can result in
losses or reduced gains due to time delays.
Item 17 – Voting Client Securities
Investment companies (such as mutual funds) and publicly traded companies ask their
shareholders to vote on various matters. If you are a discretionary client, you can choose to retain
these voting rights or give us the right to vote on your behalf. If you are a non-discretionary client,
you automatically retain the right to vote (we do not vote for non-discretionary clients).
If you give us the right to vote on your behalf, we have established a Proxy Policy to govern this
process. Our Proxy Policy includes a process for tracking if and how we vote on particular matters,
and giving you, on request, a copy of these records.
Item 18 - Financial Information
Miller Capital has no financial commitment that impairs our ability to meet contractual and
fiduciary commitments to you. Our firm has not been the subject of a bankruptcy proceeding.
MARCH 31, 2026 MILLER CAPITAL PAGE | 13
Fee Shedule
for investment advisory clients
COMPLETE INVESTMENT MANAGEMENT
ALL EQUITY
OR BALANCED
FIXED
INCOME
First $2.5 Million .......................................................................................................0.90% ................................................................ 0.50%
Next $2.5 Million .....................................................................................................0.80% ................................................................ 0.45%
Next $2.5 Million .....................................................................................................0.70% ................................................................ 0.40%
Next $2.5 Million .....................................................................................................0.60% ................................................................ 0.35%
Above $10 Million ..................................................................................................0.50% ................................................................ 0.30%
PORTFOLIO ANALYSIS
AND CONSULTING
ASSET ALLOCATION
MANAGEMENT
COMPLETE
LIMITED
First $2.5 Million ...............................0.80% ................... 0.60%
First $2.5 Million ........................................ 0.80%
Next $2.5 Million .............................0.70% ................... 0.55%
Next $2.5 Million ...................................... 0.70%
Next $2.5 Million .............................0.60% ................... 0.50%
Next $2.5 Million ...................................... 0.60%
Next $2.5 Million .............................0.50% ................... 0.45%
Next $2.5 Million ...................................... 0.50%
Above $10 Million ..........................0.40% ................... 0.35%
Above $10 Million ................................... 0.40%