Chestnut Street Investment Counsel LLC

Item 5 – Fees and Compensation

The following paragraphs detail the fee structure and compensation methodology for services provided by the
Advisor. Each Client engaging the Advisor for services described herein shall be required to enter into a written
agreement with the Advisor.

A. Fees for Advisory Services
Investment Management Services
Investment advisory fees are paid quarterly in arrears pursuant to the terms of the investment advisory
agreement. Investment advisory fees are based on the market value of assets under management at the end of
the calendar quarter. Investment advisory fees are charged at an annual rate of .80%.

The investment advisory fee in the first quarter of service is prorated from the inception date of the account[s] to
the end of the first quarter. Fees may be negotiable at the sole discretion of the Advisor. The Client’s fees will
take into consideration the aggregate assets under management with the Advisor. All securities held in accounts
managed by Chestnut Street will be independently valued by the Custodian. The Advisor will conduct periodic
reviews of the Custodian’s valuations.

The Advisor’s fee is exclusive of, and in addition to, brokerage fees, transaction fees, and other related costs and
expenses, which may be incurred by the Client. However, the Advisor shall not receive any portion of these
commissions, fees, and costs.

Financial Planning Services
Chestnut Street typically includes financial planning services as part of a wealth management engagement and
fee. The Advisor also offers its services on a stand-alone basis at hourly rate ranging from $250 to $350 or a
fixed engagement fee between $500 and $5,000. Fees may be negotiable based on the nature and complexity of
                                         Chestnut Street Investment Counsel, LLC
                                        144 East Chestnut Street, Lancaster, PA 17602
                                                   Phone: (717) 947-3850

                                               http://www.chestnutstreetic.com

the services to be provided and the overall relationship with the Advisor. Fixed fee engagements are negotiated
based on the expected number of hours to complete an engagement at the Advisor’s hourly rate. An estimate for
total hours and/or total costs will be provided to the Client prior to engaging for these services.

Retirement Plan Advisory Services
Fees for retirement plan advisory services are paid quarterly in arrears pursuant to the terms of the retirement
plan advisory agreement. Retirement plan advisory fees are based on the market value of assets under
management at the end of the calendar quarter. Fees may be negotiable depending on the size and complexity
of the Plan. Fees for retirement plan advisory services are charged an annual asset-based fee of 0.80%.

B. Fee Billing
Investment Management Services
Investment advisory fees are calculated by the Advisor and deducted from the Client’s account[s] at the
Custodian. The Advisor shall send an invoice to the Custodian indicating the amount of the fees to be deducted
from the Client’s account[s] at the respective quarter end date. The amount due is calculated by applying the
quarterly rate (annual rate divided by 4) to the total assets under management with Chestnut Street at the end of
each quarter. Clients will be provided with a statement, at least quarterly, from the Custodian reflecting deduction
of the investment advisory fee. In addition, the Advisor will provide the Client a report itemizing the fee, including
the calculation period covered by the fee, the account value and the methodology used to calculate the fee. It is
the responsibility of the Client to verify the accuracy of these fees as listed on the Custodian’s brokerage
statement as the Custodian does not assume this responsibility. Clients provide written authorization permitting
advisory fees to be deducted by Chestnut Street to be paid directly from their account[s] held by the Custodian
as part of the investment advisory agreement and separate account forms provided by the Custodian.

Retirement Plan Advisory Services
Chestnut Street is compensated for its retirement plan advisory services at the end of the quarter after services
are rendered. Retirement plan advisory fees may be directly invoiced to the Plan Sponsor or deducted from the
assets of the Plan, depending on the terms of the retirement plan advisory agreement.

C. Other Fees and Expenses
Clients may incur certain fees or charges imposed by third parties, other than Chestnut Street, in connection with
investments made on behalf of the Client’s account[s]. The Client is responsible for all custody and securities
execution fees charged by the Custodian, if applicable. The Advisor’s recommended custodian does not charge
securities transaction fees for ETFs and equity trades in Client accounts, provided that the Client’s accounts
meet the terms and conditions of the Custodian’s brokerage requirements. However the Custodian typically
charges for mutual funds and other types of investments. The fees charged by Chestnut Street are separate and
distinct from these custody and execution fees.

In addition, all fees paid to Chestnut Street for investment advisory services are separate and distinct from the
expenses charged by mutual funds and ETFs to their shareholders, if applicable. These fees and expenses are
described in each fund’s prospectus. These fees and expenses will generally be used to pay management fees
for the funds, other fund expenses, account administration (e.g., custody, brokerage and account reporting), and
a possible distribution fee. A Client may be able to invest in these products directly, without the services of
Chestnut Street, but would not receive the services provided by Chestnut Street which are designed, among
other things, to assist the Client in determining which products or services are most appropriate for each Client’s
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Item 7 – Types of Clients

Chestnut Street offers investment advisory services to individuals, high net worth individuals, trusts, estates,
retirement plans and businesses. The amount of each type of Client is available on Chestnut Street’s Form ADV
Part 1A. These amounts may change over time and are updated at least annually by the Advisor. Chestnut
Street generally does not impose a minimum relationship size.