Pinafore Wealth Counsel Inc

Item 5 Fees and Compensation
Investment Management Services
Our fee for investment management services is based on a percentage of your assets we manage and
is set forth in the following blended tiered fee schedule. *

Assets Under Management                             Maximum Annual Fee
$0 - $500,000                                       1.25%
$500,001 - 1,500,000                                1.00%
$1,500,001 - $2,500,000                             0.75%
Over $2,500,001                                     0.50%

* For example, the applicable management fee for a client with $2,000,000 would be as follows: the
first $500,000 would be billed at an annual rate of 1.25%; the next $1,000,000 would be billed at an
annual rate of 1.00%; and the remaining $500,000 would be billed at an annual rate of 0.75%.

Our annual investment management fee is billed and payable quarterly in advance based on the value
of your account on the last business day of the previous quarter. At our discretion, we may combine
the account values of family members to determine the applicable advisory fee. For example, we may
combine account values for you and your minor children, joint accounts with your spouse, and other
types of related accounts. Combining account values may increase the asset total, which may result in
your paying a reduced advisory fee based on the breakpoints in our fee schedule stated above. We
may, in our sole discretion, negotiate other compensation arrangements, such as a fixed flat-fee,
depending on individual client circumstances.

We will deduct our investment management fee directly from your account through the qualified
custodian holding your funds and securities. We will deduct our advisory fee only when the following
requirements are met:
    • You provide our firm with written authorization permitting the fees to be paid directly from your
       account held by the qualified custodian.
    • The qualified custodian agrees to send you a statement, at least quarterly, indicating all
       amounts dispersed from your account including the amount of the advisory fee paid directly to
       our firm.

You may terminate the investment management agreement upon 30-days' written notice to our firm.
You will incur a pro rata charge for services rendered prior to the termination of the investment
management agreement, which means you will incur advisory fees only in proportion to the number of
days in the quarter for which you are a client. If you have pre-paid advisory fees that we have not yet
earned, you will receive a prorated refund of those fees.

Financial Planning & Consulting Services
For financial planning services where we provide you a financial plan, we charge a negotiable fixed fee
that ranges from $6,500 to $15,000 depending upon the complexity and scope of the plan and your
financial situation. If you only require advice on a single aspect of your finances, we offer single subject
financial planning/general consulting services on an hourly basis. Our rate for such services is
$450 per hour and is negotiable depending on the scope and complexity of the consulting services to
be performed. Our fees (both fixed and hourly) are due and payable upon completion of services
rendered (in arrears). Our Financial Transition Planning services are billed by the hour and/or based
on the total project. For our Retirement Consulting services, our annual advisory fee is 0.50% of plan
assets payable quarterly in advance based on the value of plan assets on the last day of the previous
quarter. All terms of the engagement will be evidenced in the agreement that you sign with our firm.

You may terminate the Financial Planning & Consulting Agreement by providing written notice to our
firm. You will incur a pro rata charge for services rendered prior to the termination of the agreement. If
you have pre-paid advisory fees that we have not yet earned, you will receive a prorated refund of
those fees.

Additional Fees and Expenses
As part of our investment advisory services to you, we may invest, or recommend that you invest, in
mutual funds and exchange traded funds. The fees that you pay to our firm for investment advisory
services are separate and distinct from the fees and expenses charged by mutual funds or exchange
traded funds (described in each fund's prospectus) to their shareholders. These fees will generally
include a management fee and other fund expenses. You may also incur transaction charges and/or
brokerage fees when purchasing or selling securities. These charges and fees are typically imposed by
the broker-dealer or custodian through whom your account transactions are executed. We do not
share in any portion of the brokerage fees/transaction charges imposed by the broker-dealer or
custodian. To fully understand the total cost you will incur, you should review all the fees charged by
mutual funds, exchange traded funds, our firm, and others. For information on our brokerage practices,
please refer to the Brokerage Practices section of this brochure.

Compensation for the Sale of Other Investment Products
Persons providing investment advice on behalf of our firm may be licensed as independent insurance
agents. These persons will earn commission-based compensation for selling insurance products.
Insurance commissions earned by these persons are separate and in addition to our advisory fees.
This practice presents a conflict of interest because persons providing investment advice on behalf of
our firm who are insurance agents have a financial incentive to recommend insurance products to you.
You are under no obligation, contractually or otherwise, to purchase insurance products through any
person affiliated with our firm.

Item 7 Types of Clients
We offer investment advisory services to individuals, pension and profit-sharing plans, trusts, estates,
charitable organizations, corporations, and other business entities.

In general, we require a minimum of $2,000,000 in managed assets for new advisory client
relationships. We may, in our sole discretion, waive or reduce this minimum requirement.