191 Godwin Associates Inc D/B/A Godwin Capital Management

Item 5: Fees and Compensation

A. Fee Schedule

Portfolio Management Fees

        Total Assets Under Management           Annual Fees
        $0 - $200,000                           1.00%

        $200,001 - $500,000                     0.75%

        $500,001 - $750,000                     0.70%

        Total Assets Under Management           Annual Fees
        $750,001 - AND UP                       0.65%

GWC uses an average of the daily balance in the client's account throughout the billing
period, after taking into account deposits and withdrawals, for purposes of determining
the market value of the assets upon which the advisory fee is based.

These fees are generally negotiable and the final fee schedule will be memorialized in the
client’s advisory agreement. Clients may terminate the agreement without penalty for a
full refund of GWC 's fees within five business days of signing the Investment Advisory
Contract. Thereafter, clients may terminate the Investment Advisory Contract
immediately upon written notice.

B. Payment of Fees

Payment of Portfolio Management Fees

Asset-based portfolio management fees will be invoiced and billed directly to the client,
payable by via check or wire transfer on a quarterly basis. Fees are paid in arrears.

C. Client Responsibility For Third Party Fees

This brochure describes GWC’s non-wrap fee advisory services; clients utilizing GWC’s
wrap fee portfolio management should see the separate Wrap Fee Program Brochure for
additional details regarding third party fees. Client accounts not participating in the
wrap fee program are responsible for the payment of all third party fees (i.e., custodian
fees, commissions, brokerage fees, mutual fund fees, transaction fees, etc.). Those fees
are separate and distinct from the fees and expenses charged by GWC’s. Please see Item
12 of this brochure regarding broker/custodian.
D. Prepayment of Fees

GWC collects its fees in arrears. It does not collect fees in advance.

E. Outside Compensation For the Sale of Securities to Clients

Neither GWC nor its supervised persons accept any compensation for the sale of
investment products, including asset-based sales charges or service fees from the sale of
mutual funds.

Item 7: Types of Clients

GWC generally provides advisory services to the following types of clients:

       ❖      Individuals
       ❖      High-Net-Worth Individuals
       ❖      Pension and Profit Sharing Plans
       ❖      Corporations or Business Entities
       ❖      Non-Profit/Charitable Organizations

There is no account minimum for any of GWC ’s services.