Pin Oak Investment Advisors Inc

Item 5 - Fees and Compensation

       A. Personal Investment Management Fees - The Company provides its traditional investment
          management services on a fee basis. That fee is an annual fee (divided and charged
          quarterly in arrears) calculated on a percentage of the market value of the assets managed
          for the client or family. It is based upon one of the schedules below. Excluded from this fee
          calculation are assets where the Company receives fees for managing the investment, itself;
          this is most often applicable to private funds that charge an annual management fee, and
          fees for these funds are set forth in their respective offering documents.

               a. Standard investment management fee:

                     Market Value of Portfolio                 Annual Fee (%)
                     First $500,000                            1.25%

                     $500,000 - $3 Million                     1.0%

                     $3 Million - $6 Million                   0.8%

                     Over $6 Million                           0.6%

               b. Premium services investment management fee:

                     Market Value of Portfolio                 Annual Fee (%)
                     First $500,000                            1.50%

                     $500,000 - $3 Million                     1.25%

                     $3 Million - $6 Million                   1.0%

                     Over $6 Million                           0.85%

           In addition to the asset based management fees, there is an annual administration fee of
           $250. The Company's annual fees include investment management services on the enrolled
           assets. The Company may also furnish advice to a client on matters not involving securities,
           offer financial planning services to its clients, and provide general consulting services for its
           clients upon request. In most circumstances, these services are provided to the Company's
           clients without charge. In the event such services require an inordinate amount of time, as
           determined by the Company, a negotiated fixed fee or hourly fee will be charged as
           described below under “Fee for Service.” The premium services investment fee is applicable

    for clients of an advisor with a layer of additional expertise or experience (a law degree, for
    example) to provide enhanced value.

    Private Fund Management Fees - When the Company receives an asset-based management
    fee as manager of a private fund, that compensation will be in lieu of the asset-based
    management fee indicated by the traditional investment fee schedules above and will be set
    and governed by the respective fund documents. Private funds’ fees are higher than those
    charged for management of publicly traded securities. As described earlier, PF;s fees include
    some combination or subject of origination fees, management fees, and/or performance
    fees, the details varying and provided in each PF’s offering documents. The PF’s also incur
    expenses including audit and operational costs that are listed more exhaustively in each
    fund’s offering documents. PF’s are not entered into discretionarily and costs should be a
    part of each client’s decision process on whether to invest.

    Performance-Based Fees – see Item 6

    Fee for Service - The Company may also choose to furnish stand-alone financial
    planning services and general consulting services on a fee for service basis.
    Although uncommon, if charged, such fees would be anticipated to generally range
    from $1000 to $5000 on a fixed fee basis, or from $250 to $600 on an hourly rate
    basis, depending on the nature and complexity of the services provided. Specific
    terms of any stand-alone service will be established in advance and agreed upon in
    writing. Financial planning clients are billed when the financial plan is presented to
    the client. Fees are due and payable upon the receipt of the bill. A retainer fee may
    be required at the outset of such an engagement.

B. Personal Investment Management fees are normally deducted pro-rata directly from the
   respective accounts by the custodian of the assets and are then remitted to the Company.
   Where this is not possible, the Company will bill the client directly. Billing is conducted
   quarterly after the end of each quarter, calculated based on the market value on the last
   business day of the quarter. The Company often elects to adjust the fee based on material
   movements of funds into or out of the portfolio during the quarter so that the fee more
   accurately reflects the amount of assets managed during the quarter. When applicable,
   market value refers to the “adjusted market value” after adjustment for asset flows
   exceeding a threshold that is reasonable for the size for the portfolio to avoid material over
   or undercharges based on timing of material additions or distributions to or from the
   portfolio during a quarter. Similarly, PF management fees are deducted directly from the
   fund per the terms of the respective funds, which vary in detail.

C. The Company reserves the right to deviate from the stated fee schedules. If the deviation
   results in a higher fee, then it must have been agreed upon in advance by both the Company
   and the client. The most frequent use of this right is to waive fees on uninvested cash

       balances for individual investors. The stated Personal Investment Fee schedules apply to
       new clients. The Company continues to honor prior schedules as they applied to earlier
       clients originally or as amended, and there are clients who pay fees on a negotiated
       schedule that have been agreed to by both parties.

   D. Charges by third parties or broker dealers are not included in the Company’s fee. Most
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Item 7 - Types of Clients

    The Company provides investment advice for clients with a preferred minimum of $2,000,000.
    The Company’s clients generally include the following:
        • Individuals
        • Family offices
        • Non-ERISA Retirement accounts
        • Trusts
        • Estates
        • Charitable organizations
        • Family Limited Partnerships
        • Private and Pooled Asset Funds
        • Business entities

       The Company’s minimum dollar amount for new clients can be excepted, raised or lowered at
       the sole discretion of the Company and is currently $2 million.