Chelsea Counsel Company

Item 5    Fees and Compensation

                            INDIVIDUAL PORTFOLIO MANAGEMENT FEES
Our annual fees for Individual Portfolio Management Services are based upon a percentage of assets under
management. Chelsea’s portfolio management fees are charged on a calendar quarter basis in advance, based on
the value (market value or fair market value in the absence of market value) of the account at the end of the
quarter and prorated to the end of the quarter upon inception of the account. Fees will be debited from the
account in accordance with client authorization.
                                           Equity/Balanced Accounts
                 $0-          $ 1,000,000                                1&1/2% Per Annum
                 $1,000,000 - $ 3,000,000                                1% Per Annum
                 $3,000,000 - $ 5,000,000                                3/4 of 1% Per Annum
                 $5,000,000 - $10,000,000*                               1/2 of 1% Per Annum

                                             Fixed Income Accounts

                 $0          - $ 1,000,000                               1/2 of 1% Per Annum
                 $1,000,000 - $ 5,000,000                                3/8 of 1% Per Annum
                 $5,000,000 - $10,000,000*                               1/4 of 1% Per Annum
*Fees for accounts in excess of this amount will be negotiated in the light of all relevant account factors.
We also occasionally engage in a closely held security evaluation for a flat fee, which is negotiated and payable
upon completion of the evaluation.
A minimum of $500,000 of assets under management is required for this service. This account size may be
negotiable under certain circumstances. Chelsea may group certain related client accounts for the purposes of
achieving the minimum account size and determining the annualized fee.
Discounts, not generally available to our advisory clients, may be offered to family members and friends of
associated persons of our firm.

                                         GENERAL INFORMATION
Limited Negotiability of Advisory Fees: Although Chelsea has established the aforementioned fee schedule, we
retain the discretion to negotiate alternative fees on a client-by-client basis. Client facts, circumstances and
needs are considered in determining the fee schedule. These include the complexity of the client, assets to be
placed under management, anticipated future additional assets; related accounts; portfolio style, account
composition, reports, among other factors. The specific annual fee schedule is identified in the contract between
the adviser and each client.

Termination of the Advisory Relationship: A client may cancel the advisory agreement without penalty of
charge within 5 business days of entering into the agreement with Chelsea. Thereafter, the advisory agreement
may be canceled at any time, by either party, for any reason upon receipt of 30 days written notice. As disclosed
above, certain fees are paid in advance of services provided. Upon termination of any account, any prepaid,
unearned fees will be promptly refunded. In calculating a client’s reimbursement of fees, we will pro rate the
reimbursement according to the number of days remaining in the billing period.
Mutual Fund Fees: All fees paid to Chelsea for investment advisory services are separate and distinct from the
fees and expenses charged by mutual funds and/or ETFs to their shareholders. These fees and expenses are
described in each fund's prospectus. These fees will generally include a management fee, other fund expenses,
and a possible distribution fee. If the fund also imposes sales charges, a client may pay an initial or deferred
sales charge. A client could invest in a mutual fund directly, without our services. In that case, the client would
not receive the services provided by our firm which are designed, among other things, to assist the client in
determining which mutual fund or funds are most appropriate to each client's financial condition and objectives.
Accordingly, the client should review both the fees charged by the funds and our fees to fully understand the
total amount of fees to be paid by the client and to thereby evaluate the advisory services being provided.
Additional Fees and Expenses: In addition to our advisory fees, clients are also responsible for the fees and
expenses charged by custodians and imposed by broker dealers, including, but not limited to, any transaction
charges imposed by a broker dealer with which an independent investment manager effects transactions for the
client's account(s). Please refer to the "Brokerage Practices" section (Item 12) of this Form ADV for additional
information.
Grandfathering of Minimum Account Requirements: Pre-existing advisory clients are subject to Chelsea's
minimum account requirements and advisory fees in effect at the time the client entered into the advisory
relationship. Therefore, our firm's minimum account requirements will differ among clients.
ERISA Accounts: Chelsea is deemed to be a fiduciary to advisory clients that are employee benefit plans or
individual retirement accounts (IRAs) pursuant to the Employee Retirement Income and Securities Act
("ERISA"), and regulations under the Internal Revenue Code of 1986 (the "Code"), respectively. As such, our
firm is subject to specific duties and obligations under ERISA and the Internal Revenue Code that include
among other things, restrictions concerning certain forms of compensation. To avoid engaging in prohibited
transactions, Chelsea may only charge fees for investment advice about products for which our firm and/or our
related persons do not receive any commissions or 12b-1 fees, or conversely, investment advice about products
for which our firm and/or our related persons receive commissions or 12b-1 fees, however, only when such fees
are used to offset Chelsea's advisory fees.
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Item 7       Types of Clients
Chelsea provides advisory services to the following types of clients:
         •   Individuals (other than high net worth individuals)
         •   High net worth individuals
         •   Pension and profit sharing plans(other than plan participants)
         •   Charitable organizations
         •   Corporations or other businesses
         •   Chartered Schools
         •   Insurance Companies
As previously disclosed in Item 5, our firm has established certain initial minimum account requirements, based
on the nature of the service(s) being provided. For a more detailed understanding of those requirements, please
review the disclosures provided in each applicable service.