TSG Alpha Partners LLC

Item 5 - Fees & Compensation

All fees are subject to negotiation, except where specified. The specific manner in which fees are
charged by TSGA is established in a client’s written agreement with TSGA. TSGA will generally
bill its fees on a monthly basis. Clients may elect to be billed in advance or arrears each calendar
month. Clients may also elect to be billed directly for fees or to authorize TSGA to directly debit
fees from client accounts. Management fees shall be prorated for each capital contribution and
withdrawal made during the applicable calendar month. Accounts initiated or terminated during a
calendar month will be charged a pro-rated fee up to the date of withdrawal. Since management fees
are calculated in arrears there will not be any unearned fees and therefore there will not be any
refunds. Upon termination of any account, any prepaid, unearned financial planning services fees
will be promptly refunded, and any earned, unpaid fees will be due and payable. The client has the
right to terminate an agreement without penalty within five business days after entering into the
agreement.

TSGA’s fees are exclusive of brokerage commissions, transaction fees, and other related costs and
expenses, which may be incurred by the client. Clients may incur certain charges imposed by
custodians, brokers, third party investment and other third parties such as fees charged by managers,
custodial fees, deferred sales charges, odd-lot differentials, transfer taxes, wire transfer and
electronic fund fees, and other fees and taxes on brokerage accounts and securities transactions.
Mutual funds and exchange-traded funds also charge internal management fees, which are disclosed
in a fund’s prospectus. Such charges, fees and commissions are exclusive of and in addition to
TSGA’s fee. TSGA does not receive any portion of the charges, fees and commissions described in
this paragraph.

Lower fees for comparable services may be available from other sources.

Item 12 further describes the factors that TSGA considers in selecting or recommending broker-
dealers for client transactions and determining the reasonableness of their compensation (e.g.,
commissions).

                                          FEE SCHEDULE

        COMPREHENSIVE FINANCIAL PLANNING
        TSGA charges on an hourly or flat fee basis for financial planning and consulting services. The total
estimated fee, as well as the ultimate fee charged, is based on the scope and complexity of TSGA’s
engagement with the client.

Hourly fees range from $150 to $300 per hour and will require a retainer for the first 2 hours of labor which
will be required to be paid at the time the contract is executed.

Flat fees range from $5,000 to $25,000 and require a retainer of fifty percent (50%) of the ultimate financial
planning or consulting fee at the time of signing. The remainder of the fee will be directly billed to the client
and due within thirty (30) days of a financial plan being delivered or consultation rendered. Fees may be
waived at TSGA’s discretion.

If a client should terminate this agreement before the plan is delivered, the following termination policy will
apply. The hours spent on the plan are billed at 30 minute intervals. Pre-paid, unearned fees will be promptly
refunded. A financial planning contract may be terminated at any time by either party for any reason by
delivering at least thirty (30) days’ written notice to the other party.

        LIMITED PLANNING
        The fee for this service ranges from $150.00 to $300.00 per hour; this fee is not negotiable. Limited
planning fees are due and payable when the service is provided; termination and refund provisions are not
applicable.

        PORTFOLIO MANAGEMENT
        TSGA’s Program fees are negotiable and the maximum annual fee charge for this Service will not
exceed one and a half percent (1.50%) of assets under management. Fees to be assessed will be outlined in
the advisory agreement to be signed by the Client. TSGA will generally bill its fees on a monthly basis.
Clients are billed in arrears each calendar month. Clients may also elect to be billed directly for fees or may
authorize TSGA to directly debit fees from their accounts held at TSGA’s custodian. Management fees shall
be prorated for each capital contribution and withdrawal made during the applicable calendar month.

Accounts initiated or terminated during a calendar month will be charged a pro-rated fee. Upon termination
of any account, any prepaid, unearned financial planning services fees will be promptly refunded, and any
earned, unpaid fees will be due and payable. As fees are charged in arrears, a refund provision is not
applicable. Clients have the right to terminate an advisory agreement without penalty within five business
days after entering into the advisory agreement. At its sole discretion, TSGA reserves the right to negotiate
fees.

In rare cases, TSGA will agree to directly invoice a Client account(s). As part of this process, Clients
understand the following:

        a. The management fees are shown on the custodial statements. In addition, upon request, reporting
        of management fees will be provided by TSGA directly to the Client. The Client is encouraged to
        reconcile the custodian’s statement and information provided by TSGA for accuracy.

Either TSGA or the Client may terminate the advisory agreement signed with TSGA for this Service by
providing notice writing at any time. Upon notice of termination, TSGA will process a pro-rata fee up to the
date of account transfer out of TSGA’s custodian.

Please see Exhibit A - TSGA Fee Schedule, which is attached to TSGA’s Investment Advisory Agreement for
complete details.

        RETIREMENT PLAN & PENSION CONSULTING
        TSGA’s Retirement Plan Consulting services are billed on the percentage of Plan assets under
management. The total estimated fee, as well as the ultimate fee charged, is based on the scope and
...

Types of Clients
TSGA provides advisory services to a range of client types, including individuals (including high net worth
individuals), trusts, estates, charitable organizations, endowments and foundations, qualified retirement plans
and plan sponsors, corporations, limited liability companies and other business entities, and private pooled
investment vehicles.
Account Requirements
TSGA generally requires a minimum account size of $100,000 for portfolio management services, though
this minimum may be reduced or waived at the firm's sole discretion. Financial planning and consulting
services are generally assessed fees starting at $5,000, which may vary based on the scope and complexity of
services required.

The Private Funds are available only to accredited investors as defined in Rule 501(a) of Regulation D under
the Securities Act of 1933, as amended. Details concerning applicable investor suitability criteria are set
forth in the Governing Fund Documents. The minimum investment amount for each Private Fund is
established at the discretion of the applicable Fund Manager and disclosed in the Fund's offering materials.