TSA Portfolio Management Inc FKA TSA Management Inc

Item 5 – Fees and Compensation

TSA fees will be payable in advance or in arrears on a quarterly basis dependent on the client
relation. If in advance, the fee will be payable quarterly in advance upon deposit of any funds or
securities in the account. The first payment is due upon acceptance of this agreement and will be
based upon the opening value of the account. The first payment will be prorated to cover the period
from the date the account is opened through the end of the next full calendar quarter. Thereafter,
the fee will be based on the account value on the last trading day of the preceding calendar quarter.
For those accounts whose billing is in arrears, the fee will be a percentage of the market value of all
assets in the account on the last trading day of each calendar quarter.

TSA will generally bill its fees on a quarterly basis. TSA’s primary payment method authorizes the
custodian to deduct the investment management fee from client accounts and pay the fees to TSA.

For those not directly debited, an invoice will be sent directly to the client, and will be due in full
within 10 days of receipt. Statements provided by the custodian will detail the total amount of the
fees that are due for the current quarter. Fees are not verified for accuracy by the custodian; it is the
client's responsibility to do so. Some assets (usually those with initial or deferred sales charges)
may initially be excluded from management fee agreed to by clients and TSA.

Some third-party platforms and programs may charge fees in arrears or in advance. These are
outlined in the applicable program's Disclosure Document. Each client's billing specifics and
elections are listed in its client advisory agreement.

American Funds Fees

In the American Funds (AMF) program fees are calculated and billed based upon each quarterly
period ending on the last business day of February, May, August and November of each year. Each
time that additional funds are invested in Client's American Funds Program during any one quarter,
the applicable Advisory Fee shall be the product of (i) the average daily net asset value of Client
assets invested in shares of the Funds through the Program during the quarter; (ii) the number of
days in the quarter; and (iii) the rate agreed to by the parties divided by the number of days in the
year. The fees shall be paid within thirty (30) days following the end of the quarter for which such
fees are payable either by deduction or invoice.

There is no minimum initial amount of Program Assets for your account. A flat Advisory Fee of 1%
annually will be collected on all accounts. For 529 Plans, there is a flat Advisory Fee of .5%.

Marstone Program Fees:

In the Marstone Program the period for which the Quarterly Fee will be calculated will run from the
day Marstone begins management of the client’s account through the last business day of the
current calendar quarter. The initial Quarterly Fee will be prorated for the portion of the initial
calendar quarter during which the account was managed. If a client subsequently contributes
capital to or withdraw assets from their account, the account will be charged a prorated portion of
the Quarterly Fee to the date of the transaction.
TSA will charge a flat advisory Fee of .5% annually will be collected on all accounts on a quarterly
basis. In addition to the advisory fee that TSA receives, the Program also has the following fees:
Marstone platform fee is .25% and the Pershing administrative fee is. 10%. The Perishing
administrative fee includes trade, confirmations, performance and tax reporting fees.
If necessary, Marstone may direct the sale of securities sufficient to pay the monthly fee. Any fees or
charges may be changed, waived or reduced at Marstone’s sole discretion for any period of time
and for any account.

Marstone is a fee-only investment advisor. Neither TSA nor its employees will receive any direct or
indirect compensation related to investments that are purchased or sold for clients outside of the
management fee disclosed above

Billing Methods

Clients will authorize Marstone to deduct advisory fees from client accounts held at Pershing, the
custodial broker-dealer. It is Marstone’s policy to bill managed accounts in arrears.

Other Fees and Expenses

In addition to the fees charged by Marstone, each exchange traded fund (“ETF”) company in which a
client’s funds may be invested, charges fees paid by the investors that are deducted from the ETF’s
assets. These fees, called Management Fees, pay for the management and investment advisory
services of the ETFs. The fees are categorized as annual operating expenses. Management Fees are
disclosed in each ETF prospectus and, typically, are less than 0.5%. Marstone clients are
encouraged to consult each individual prospectus to become familiar with such Management Fees.
Marstone does not currently charge clients for costs associated with the closing of their accounts, as
with other fees, Marstone reserves the right to change its fee policies as it deems necessary.

Minimum Account Balance

The minimum initial amount of Program Assets for your account is $5,000. The minimum account
size may be changed from time to time at the sole direction of TSA. However, if the minimum
amount in your account drops below $4,000, TSA reserves the right to terminate the relationship
with the client and close the account.

CUNY Portfolio Program

There is no minimum initial amount of Program Assets for your account. An Advisory Fee of .75%
annually will be collected on accounts with up to $500,000 under management. An Advisory Fee of
.65% annually will be collected on accounts from $500,000 to $1,000,000. An Advisory Fee of .55%
annually will be collected on accounts for account balances over $1,000,000.

Pershing Tier Fee Billing

The minimum initial amount of Program Assets for your account is $50,000 (for the SMA Tier II the
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Item 7— Types of Clients

TSA may provide portfolio management services to individuals, high net worth individuals,
corporate pension and profit-sharing plans, Taft-Hartley plans, charitable institutions, foundations,
endowments, municipalities, registered mutual funds, private investment funds, trust programs,
sovereign funds, foreign funds such as UCITs and SICAVs, and other U.S. and international
institutions.