Marnoa Private Wealth Counsel Ltd

ITEM 5 - FEES AND COMPENSATION
In addition to the information provided in Item 4 – Advisory Business, this section details our Firm’s services and
each service’s fees and compensation arrangement. The Client and Marnoa’s Investment Advisory Agreement
will outline and agree upon the exact costs and other terms related to the Client’s Accounts.

INVESTMENT MANAGEMENT FEE

Our Firm offers investment management services for an annual fee based on the amount of assets under
management as follows.
                       Assets Under Management                       Annual Fee
                              $0 - $500,000                            1.50%
                         $500,001 - $3,000,000                         0.85%
                            Over $3,000,000                            0.75%

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Our annual fee is reasonable in relation to (1) the services provided and (2) the fees charged by other investment
advisers offering similar services/programs.
This is a blended fee schedule, meaning different asset levels are assessed different fees, as shown above. Fees
are billed monthly in arrears based on the amount of assets managed as of the close of business on the last
business day of the previous billing period. Lastly, please note that Marnoa may group certain related Client
accounts, often known as “householding”, for the purposes of achieving the minimum account size and
determining the annualized fee.
All investment management fees are deducted directly from the Client’s account. Our Firm retains complete
discretion to negotiate fees and may waive or impose different fees on any Client. The investment advisory fees
will be deducted from your account and paid directly to our Firm by the qualified Custodian(s) of your account.
The Client will authorize your account's qualified Custodian(s) to deduct fees from the account and pay such fees
directly to our Firm. All account assets, transactions, and advisory fees will be shown on the monthly or quarterly
statements provided by the Custodian. You should review your account statements received from the qualified
Custodian(s) and verify that appropriate investment advisory fees are being deducted. The qualified Custodian(s)
will not verify the accuracy of the investment advisory fees deducted. We may aggregate related Client accounts
to calculate the advisory fee applicable to the Client. The investment management agreement will outline the
fee charged to a Client and any breakpoints based on the level of assets managed. The fees are subject to
change with prior written notice to the Client.
Our annual investment advisory fee may be higher than that of other investment advisers that offer similar
services and programs. In addition to our compensation, you may incur charges imposed at the mutual fund
level (e.g., advisory fees and other fund expenses).

INDEPENDENT SUB-ADVISORY FEES

A complete description of the SMA services, fee schedules, and account minimums will be disclosed in
Manager's disclosure brochure, which will be provided to you before or when an agreement for services is
executed, and the account is established. Each sub-adviser is required under federal securities laws to provide
their clients, including SMA Clients, with a Form ADV Part 2A (“Adviser Brochure” or “this Brochure”) that
includes disclosures, and among other things, the fees charged to their clients.
The actual fee charged to the Client will vary depending on SMA. All fees are calculated and collected by the
Manager, who will be responsible for delivering our Firm’s portion of the fee paid by the Client. With SMA, you
may incur additional charges, including mutual fund sales loads, 12b-1 fees and surrender charges, and IRA and
qualified retirement plan fees.
There is a potential conflict of interest in using independent Managers if they pay us a portion of their advisory
fee and have met the conditions of our Firm’s due diligence review. Our Firm is committed to always working in
the Client's best interest. There may be other Managers not affiliated with our Firm that may be suitable for a
Client or may be more or less costly. As with any Advisor, no guarantees can be made that the SMA will achieve
your financial goals or objectives. Further, no guarantees of performance can be offered.
Clients should review the SMA’s Brochure in its entirety, along with this Brochure, to fully understand the services,
fees, agreements, and risks surrounding these arrangements and fully understand that these types of
arrangements have layers of fees that may or may not be apparent without reading the SMA’s Brochure and this
Brochure, along with the offering document/prospectus for underlining investments.

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ADDITIONAL FEES & EXPENSES

In addition to the advisory fees paid to our Firm, Clients also incur certain charges imposed by other third parties,
such as broker-dealers, Custodians, trust companies, banks, and other financial institutions. These additional
charges include securities, transaction fees, custodial fees, fees charged by the SMA, ITPM, and Manager
charges imposed by a mutual fund or ETF (Exchange Traded Funds) in a Client’s account, as disclosed in the
fund’s prospectus (e.g., fund management fees and other fund expenses), 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. Our brokerage practices are described at length in Item 12 below. Neither
our Firm nor its supervised persons accept commission compensation for selling securities or other investment
products. Further, we do not share any additional fees and expenses outlined above.
Our Firm’s investment strategies may include mutual and exchange-traded funds (“ETFs”). Our policy is to
...

ITEM 7 - TYPES OF CLIENTS
Our Firm provides investment services to individuals, high-net-worth individuals, small businesses, trusts, estates,
and charities.

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Our firm requires a minimum account value of $100,000 for advisory services. Clients have the option to
aggregate all household accounts to meet this minimum. Exceptions to the minimum account requirement may
be granted based on the Client's relationship with their representative.
For fee calculation purposes, unless instructed otherwise, we will automatically aggregate related client
accounts, a practice commonly known as "householding" portfolios. Householding may result in lower fees than
if each account were billed separately, as the combined value is used to determine the account size and the
corresponding annualized fee.
Our approach to householding considers the overall family dynamic and relationship. Additionally, if applicable,
and as noted in the Investment Management Agreement, legacy positions may be excluded from the fee
calculation.
Clients must execute a written agreement with our Firm specifying the advisory services to establish a Client
arrangement with us.