Wendell David Associates Inc

Item 5 -- Fees and Compensation

A.   Our investment supervisory or management services to individuals
and families, trusts, retirement accounts, charitable organizations,
businesses and banks (described in Item 4B above) are fee-based and are
calculated as a percentage of the assets under management. Under some
circumstances, we also offer our services under fixed-fee arrangements.

     Clients may be able to obtain services comparable to ours from
another firm for lower fees.

     Our fees are negotiable for accounts in excess of $3 million, and
where there are other special considerations.

     Our fee schedule is as follows:

                        ANNUAL FEE SCHEDULE
                    (rates per thousand dollars
            of market value of assets under management)

               On first $500,000 .   .   .   .   .   $8.00
               On next $500,000 .    .   .   .   .   $7.00
               Above $1,000,000 .    .   .   .   .   $6.00

     As an example, the fee for the first year for a $1,400,000
portfolio would be $9,900, calculated as follows:
                          $8.00 x 500 = $4,000
                          $7.00 x 500 = $3,500
                          $6.00 x 400 = $2,400
                                        $9,900

     The fee in this example is equal to 0.71% (or 71 basis points) of
the $1,400,000 in assets under management.

     For our investment advisory services to bank trust departments,
law firms and private trustees, described in Item 4B above, our fees
are based on the assets under management or on a negotiated rate and
may be negotiated annually.

B.   Our management fees may be deducted from our client’s assets or we
may invoice the client directly. Clients may select which arrangement
they prefer for invoicing.

     For existing clients, annual fees are calculated based on the
market value of the portfolio on the last business day of the
preceding calendar year. Thus, for the current year, our invoices are
based on the market value of the portfolios as of the close of
business on December 31 of the prior year.

     For new clients, our fees for the first year are prorated and
calculated based on the portfolio’s market value as of an agreed-upon
date, usually the prior end-of-quarter.

                                      David Wendell Associates, Inc.
                                 Part 2A of Form ADV: Firm Brochure

     Our fees are payable after services have been rendered each
quarter. Thus, they are payable as of January 1, April 1, July 1 and
October 1 of each year.

C.   We do not provide custody of assets and are never in possession of
client assets. Item 15 below discusses custody of client assets.

     Our clients will pay separate brokerage trading, commissions and
other fees to the brokerage firm where their assets are custodied as
charged by the brokerage firm. Item 12 below discusses our brokerage
arrangements.

     If a client engages a bank trust department as custodian, he/she
will pay custody and other fees as charged by the bank as well as
separate brokerage trading fees and commissions.

     In cases where we recommend mutual funds, money market
funds, Exchange-Traded Funds (“ETFs”), or Index Funds, clients may pay
our management fee as well as fees to the mutual fund, money market
fund or Exchange-Traded Fund manager as calculated and charged by them.

D.   We do not require or solicit prepayment of fees.   We do not
invoice our clients in advance of services rendered.

     Our investment counsel agreement can be terminated upon written
notice either by our client or by us. Upon termination, our fee for
services rendered is prorated up to the date of termination.

E.   We are an independent adviser and we do not participate in any
commission or other compensation for the sale or purchase of any
product. We do not accept compensation for the sale of securities or
other investment products, including asset-based sales charges or
service fees from the sale of mutual funds.

                                      David Wendell Associates, Inc.
                                 Part 2A of Form ADV: Firm Brochure

Item 7 -- Types of Clients

     Our client groups are characterized as follows:

                                    % of Total Accounts

               Individuals                  50%
               High net worth individuals   45%
               Charitable organizations      4%
               Pensions                     <1
               Corporations/Businesses      <1
               Banks                        <1
               Other Investment Advisors    <1
               Consulting                   <1

     Our minimum portfolio size is $500,000. However, under certain
circumstances, such as referrals, a family of portfolios or other
special situations, our minimum portfolio size is negotiable.

     As of the date of this filing, our clients are located in 33
states and 2 foreign countries.

                                      David Wendell Associates, Inc.
                                 Part 2A of Form ADV: Firm Brochure