Traynor Capital Management Inc

Item 5 Fees and Compensation
Portfolio Management Services
The specific manner in which fees are charged by Traynor Capital Management is established in a
client's written agreement with Traynor Capital Management. Our investment advisory fees are
determined by many factors, including, but not limited to, a client's investment objectives, the type and
the size of the investment portfolio to be managed, the overall client relationship (i.e., total amount of
assets and accounts to be managed), any applicable portfolio restrictions, and the complexity of the
client's account.

Applicable fee schedules are as follows:

 Account Size                        Max. Annual fee
$0 - $500,000                        1.25%
$500,001 - 1,000,000                 1.15%
$1,000,001 - $2,500,000              1.00%
$2,500,001 - $5,000,000              0.75%
Over $5,000,000                      Negotiable

All fees are negotiable based upon a number of factors including, but not limited to, the client's
objective, family or other related accounts, amount of assets under management, and the investment
strategy(ies) employed.

Our portfolio management fee is billed and payable quarterly in advance based on the value of your
account on the last day of the previous quarter. Management fees will be adjusted for each capital
contribution and withdrawal made during the applicable calendar quarter (with the exception of de
minimis contributions and withdrawals).

If the portfolio management agreement is executed at any time other than the first day of a calendar
quarter, our fees will apply on a pro rata basis, which means that the advisory fee is payable in
proportion to the number of days in the quarter for which you are a client.The management fee for the
initial period shall be prorated and paid in arrears. No portion of the management fee shall be based
upon capital gains or capital appreciation except as provided herein and provided for under the
Investment Advisers Act of 1940. No increase in management fee shall be effective without prior
written notification to the client.

At our discretion, we may combine the account values of family members living in the same household
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.

We will deduct our fee directly from your account through the qualified custodian holding your funds
and securities. We will deduct our fee only when you have given our firm written authorization
permitting the fees to be paid directly from your account. Further, the qualified custodian will deliver an
account statement to you at least quarterly. These account statements will show all disbursements
from your account. You should review all statements for accuracy.

The client has the right to terminate an agreement without penalty within five business days after
entering into the agreement. Thereafter you may terminate the portfolio management agreement upon
notice to our firm (written notice is preferred). You will incur a pro rata charge for services rendered
prior to the termination of the portfolio 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.

Retirement Plan/Corporate Consulting Services
The compensation arrangement for these services will be negotiated with each client on a case by
case basis and will vary based on the scope and complexity of the services provided.

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. When suitable, we generally recommend no load mutual
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 will 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 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.

We may trade client accounts on margin. Each client must sign a separate margin agreement before
margin is extended to that client account. Fees for advice and execution on these securities are based
on the total asset value of the account, which includes the value of the securities purchased on margin.
This creates a conflict of interest where we have an incentive to encourage the use of margin to create
a higher market value and therefore receive a higher fee. The use of margin may also result in interest
charges in addition to all other fees and expenses associated with the security involved.

Item 7 Types of Clients
Traynor Capital Management provides portfolio management services to individuals, high net worth
individuals, corporate pension, 401k and profit-sharing plans, plans, charitable institutions, foundations,
endowments, among others.

Traynor Capital Management will direct marketing efforts towards high net worth individuals, but does
not impose an account minimum.