Godshalk Welsh Capital Management Inc

Item 5           Fees and Compensation

   A.
                                   INVESTMENT ADVISORY SERVICES
         The client can engage the Registrant to provide discretionary investment advisory
         services on a fee-only basis. Registrant’s negotiable annual investment advisory fee shall
         generally be based upon a percentage (%) of the market value and type of assets placed
         under Registrant’s management, generally ranging from 0.50% to 1.00% as set forth on
         the Asset Management Agreement between the client and the Registrant.
         Fee Differentials. The Registrant shall generally price its advisory services based upon
         various objective and subjective factors. As a result, our clients could pay diverse fees
         based upon the market value of their assets, the complexity of the engagement, the level
         and scope of the overall investment advisory services to be rendered (including
         anticipated number of meetings), related accounts, future earning capacity, anticipated
         future additional assets, and negotiations with the client. As a result of these factors,
         similarly situated clients could pay diverse fees, and the services to be provided by the
         Registrant to any particular client could be available from other advisers at lower fees.
         All clients and prospective clients should be guided accordingly.

               FINANCIAL PLANNING AND CONSULTING SERVICES (STAND-ALONE)
         As previously indicated above, to the extent specifically requested by a client, Registrant
         may determine to provide financial planning and / or related consulting services (i.e.,
         estate planning, insurance planning, etc.) on a stand-alone fee basis per the terms and
         conditions of a Financial Planning and Consulting Agreement executed by the Registrant
         and the client. Registrant’s planning and consulting fees are negotiable, but generally the
         Registrant charges between $1,000 and $5,000 on a fixed fee basis, depending upon the
         level and scope of the service(s) required and the professional(s) rendering the service(s),
         or $200 per hour on an hourly basis.

   B. Clients may elect to have the Registrant’s advisory fees deducted from their custodial
      account. Both Registrant’s Asset Management Agreement and the custodial/clearing
      agreement may authorize the custodian to debit the account for the amount of the
      Registrant’s investment advisory fee and to directly remit that management fee to the

    Registrant in compliance with regulatory procedures. In the limited event that the
    Registrant bills the client directly, payment is due upon receipt of the Registrant’s
    invoice. The Registrant shall deduct fees and/or bill clients quarterly in arrears, based
    upon the market value of the assets on the last business day of the previous quarter.

C. As discussed below, unless the client directs otherwise or an individual client’s
   circumstances require, Registrant shall generally recommend that Charles Schwab &
   Company, Inc. (“Schwab”) serve as the broker-dealer / custodian for client investment
   management assets.

    Broker-dealers such as Schwab charge brokerage commissions, transaction, and/or other
    type fees for effecting certain types of securities transactions (i.e., including transaction
    fees for certain mutual funds, and mark-ups and mark-downs charged for fixed income
    transactions, etc.). The types of securities for which transaction fees, commissions, and/or
    other type fees (as well as the amount of those fees) shall differ depending upon the
    broker-dealer/custodian. While certain custodians, including Schwab, generally (with the
    potential exception for large orders) do not currently charge fees on individual equity
    transactions (including ETFs), others do.

    There can be no assurance that Schwab will not change their transaction fee pricing in the
    future.

    Schwab may also assess fees to clients who elect to receive trade confirmations and
    account statements by regular mail rather than electronically.

    Clients will incur, in addition to Registrant’s investment management fee, brokerage
    commissions and/or transaction fees, and, relative to all mutual fund and exchange traded
    fund purchases, charges imposed at the fund level (e.g., management fees and other fund
    expenses).

D. The Registrant’s annual investment advisory fee shall generally be paid quarterly in
   arrears, based upon the market value of the assets on the last business day of the previous
   quarter, unadjusted for account deposits and withdrawals during the billing period.
   Exceptions to this general practice exist. For example, certain clients under legacy fee
   arrangements will have prorated fee adjustments made for account deposits or
   withdrawals of $10,000 or more during a fee period. All clients are advised to consult
   their Asset Management Agreement for details.

    The Registrant generally does not require a minimum annual investment advisory fee.
    However, in limited circumstances, the Registrant may require a minimum quarterly fee
    as expressly referenced in the Asset Management Agreement.

    The Asset Management Agreement between the Registrant and the client will continue in
    effect until terminated by either party by written notice in accordance with the terms of
    the Asset Management Agreement. Upon termination, the Registrant may debit the
    account for the pro-rated portion of the unpaid advanced advisory fee based upon the
    number of days services were provided during the billing month or billing quarter, as
    applicable.

E. Neither the Registrant, nor its representatives accept compensation from the sale of
   securities or other investment products.

Item 7           Types of Clients

         The Registrant’s clients shall generally include individuals, high net worth individuals,
         pensions and profit-sharing plans, and charitable organizations. The Registrant generally
         does not require a minimum annual investment advisory fee. However, in limited
         circumstances, the Registrant may require a minimum quarterly fee as expressly
         referenced in the Asset Management Agreement.