Portfolio Advisors Inc

Item 5 - Fees and Compensation

   A.
                                  INVESTMENT ADVISORY SERVICES
        The client can engage the Registrant on a fee-only basis to provide non-discretionary
        investment advisory services and, to the extent specifically requested by the client,

financial planning and consulting services. In general, Registrant’s annual investment
advisory fee shall be based upon a percentage (%) of the market value and type of assets
placed under the Registrant’s management (inclusive of any held-away assets) between
0.25% and 1% as follows:

  Assets Under Management                       Annual Fee %
  First $1,000,000                              1.00%
  Next $1,000,000 - $1,999,999                  0.50%
  Above $3,000,000                              0.25%

To illustrate the above schedule, a client placing $1,500,000 under Registrant’s
management will be subject to an annual fee of 1.00% on the first $1,000,000 and 0.50%
on the remaining $500,000.

Before engaging the Registrant to provide investment advisory services, clients are
required to enter into a Non-Discretionary Investment Advisory Agreement, setting forth
the terms and conditions of the engagement (including termination), which describes the
fees and services to be provided.

Registrant, in its sole discretion, may negotiate for a less fee or otherwise engage in
alternative fee arrangements with clients (such as fixed fee engagements), not discussed
above. The specific agreed upon terms for any such alternative arrangements are contained
in the client’s agreement with Registrant. Reduced fees or alternative fee arrangements
may be provided based upon a variety of criteria (e.g., anticipated future earning capacity,
anticipated future additional assets, dollar amount of assets to be managed, related
accounts, account composition, prior fee schedules, competition, negotiations with client,
etc.).

Registrant generally requires a minimum annual investment advisory fee. For clients whose
engagement commences during or after the fee period beginning January 1, 2026, this
minimum annual advisory fee is $3,605. Registrant’s minimum annual fee is adjusted for
inflation at a 3.00% rate of increase per year, with such inflation adjustments occurring
annually on January 1. For existing clients, Registrant may elect to waive these annual
inflation adjustments at its sole discretion. If a client is accepted with less than $360,000
in assets under Registrant’s management, and is subject to Registrant’s minimum annual
fee of $3,605, such client will pay an annual fee in excess of the 1.00% shown in the fee
schedule above. Existing clients will be reviewed each quarter to determine whether they
will be subject to the then-current minimum fee or asset-based fee for the upcoming
quarter. Due to a variety of factors such as market movements, account deposits or
withdrawals, and newly-added or removed managed accounts, certain clients may regularly
alternate between Registrant’s minimum annual fee and asset-based fee. The Registrant, in
its sole discretion, may waive or reduce its minimum fee based upon a variety of criteria
(e.g., legacy clients, nature and scope of overall services to be rendered, anticipated future
earning capacity, anticipated future additional assets, dollar amount of assets to be
managed, related accounts, account composition, negotiations with client, etc.).

Client assets allocated to third-party managers will incur separate and additional fees from
those charged by Registrant, in accordance with the subject third-party manager’s then-
current valuation and fee calculation practices, which will be disclosed to the client prior
to or at the time Registrant recommends an allocation to the third-party manager.

As discussed in Item 4 above, clients may elect to engage Registrant for preliminary
financial planning services on a fixed fee basis prior to engaging Registrant for ongoing
Investment Advisory Services. The fixed fees for preliminary financial plans are negotiable

and generally range from $5,000 to $15,000, depending on a variety of factors, including
the scope of planning services requested, the complexity of the client’s financial situation,
and the representative assigned to provide the planning services. Registrant may require
that up to one hundred percent (100%) of the fixed fee be paid in advance, at the time of
engagement, but in no event will Registrant solicit or require $1,200 in prepaid fees, six
months or more prior to the completion of services. The balance, if any, of Registrant’s
preliminary planning fixed fee shall become due and payable upon completion of
Registrant’s preliminary planning services.

If a client engages Registrant for ongoing Investment Advisory Services within thirty (30)
days of completion of Registrant’s preliminary planning services, the amount paid for
Registrant’s preliminary planning services by such client will be applied as a non-
refundable credit towards that client’s fees for Investment Advisory Services. The credit
will be applied towards the full amount of Registrant’s investment advisory fees each
billing period, until the amount of the credit is exhausted. The client will not be eligible for
a refund of fee credits if Registrant’s ongoing Investment Advisory Services are terminated
prior to depletion of the credit amount.

Clients who do not wish to receive Registrant’s investment management services may
engage Registrant to provide financial planning and consulting services on a standalone
basis for a fixed fee. The fixed fee applicable to these engagements will be individually
negotiated with the client based on a variety of factors, including but not limited to the
professional(s) rendering the service and the overall scope of planning and consulting
services to be provided. Clients may also engage Registrant to provide specific, project-
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Item 7 - Types of Clients

       The Registrant’s clients generally include: individuals, high net worth individuals,
       charitable organizations, and pension and profit-sharing plans.

       Registrant generally requires a minimum annual investment advisory fee. For clients whose
       engagement commences during or after the fee period beginning January 1, 2026, this
       minimum annual advisory fee is $3,605. Registrant’s minimum annual fee is adjusted for
       inflation at a 3.00% rate of increase per year, with such inflation adjustments occurring
       annually on January 1. For existing clients, Registrant may elect to waive these annual
       inflation adjustments at its sole discretion. If a client is accepted with less than $360,000
       in assets under Registrant’s management, and is subject to Registrant’s minimum annual
       fee of $3,605, such client will pay an annual fee in excess of the 1.00% shown in the fee
       schedule in Item 5 above. Existing clients will be reviewed each quarter to determine
       whether they will be subject to the then-current minimum fee or asset-based fee for the
       upcoming quarter. Due to a variety of factors such as market movements, account deposits
       or withdrawals, and newly-added or removed managed accounts, certain clients may
       regularly alternate between Registrant’s minimum annual fee and asset-based fee. The
       Registrant, in its sole discretion, may waive or reduce its minimum fee based upon a variety
       of criteria (e.g., legacy clients, nature and scope of overall services to be rendered,
       anticipated future earning capacity, anticipated future additional assets, dollar amount of
       assets to be managed, related accounts, account composition, negotiations with client, etc.).

       Third-party managers recommended by Registrant may apply their own minimum asset
       level requirements or minimum annual fees, and these practices will be disclosed to the
       client prior to or at the time Registrant recommends an allocation to the third-party
       manager.