Downing Street Wealth Management LLC

ITEM 5 - FEES AND COMPENSATION

Downing Street is fee-only. That means that all of our compensation comes directly from
you, the client. We receive no 3rd party compensation from commissions, products
recommended or referral fees. Being fee-only allows us to focus exclusively on your best
interest and provide objective recommendations to help you achieve your financial goals.

  Downing Street Wealth Management, LLC – 6312 S. Fiddlers Green Cir., Suite 300E Greenwood Village, CO 80111
                                          FORM ADV 2A Brochure

Investment Management Fees and Compensation
Our Firm charges a fee as compensation for providing Investment Management services
on your account. These services include advisory services, trade entry, investment
supervision, and other account-maintenance activities. Our custodian charges transaction
costs, custodial fees, redemption fees, retirement plan and administrative fees or
commissions. See Additional Fees and Expenses below for additional details.

The fees for investment management are based on an annual percentage of assets under
management and are applied to the household asset value on a pro-rata basis and billed
quarterly in advance. The initial fee will be based upon the market value of the portfolio
on the close of the last business day of the partial quarter, prorated for the number of days
in the quarter your account is under management. Thereafter, the quarterly fee will be
calculated on the market value of the last business day of the calendar quarter. The value
will be determined as reported by the Custodian. Fees are assessed on all assets under
management, including securities, cash and money market balances. Margin account
balances are not included in the fee billing.

The fees are as follows:

                            Fair Market Value of Account Management
                                                         Fee
                            $0 to $1,000,000                 1.20%
                            $1,000,001 to 3,000,000          1.00%
                            $3,000,001 to $5,000,000         0.90%
                            $5,000,001 to $8,000,000         0.80%
                            Above $8,000,0000                0.70%

The fee is 1.2% for the first million under management. The first million is not prorated to
15% once assets exceed one million dollars. These assets will continue to be billed at based
on the table above. The minimum annual fee including both investment management and
ongoing planning is $2,500. If you elect the hourly option with investment management
services only, you will be billed at the regular hourly rate for any financial planning services
requested.

To calculate the billing, Downing Street uses 360 days in the year and a 90 day quarter.
Calculations are as follows:

[(Quarter End Value x Advisory Fee Rate)/4 = Advisory Fee

We may negotiate a lower advisory fee or have the right to waive the minimum fee. Fees
may vary based on the size of the account, complexity of the portfolio, extent of activity in
the account or other reasons agreed upon by us and you as the client. In certain

  Downing Street Wealth Management, LLC – 6312 S. Fiddlers Green Cir., Suite 300E Greenwood Village, CO 80111
                                          FORM ADV 2A Brochure

circumstances, our fees and the timing of the fee payments may be negotiated. Our
employees and their family related accounts are charged a reduced fee for our services.

Unless otherwise instructed by the Client, we will aggregate related client accounts for the
purposes of determining the account size and annualized fee. The common practice is
often referred to as “house-holding” portfolios for fee purposes and may result in lower
fees than if fees were calculated on portfolios separately. Our method of house-holding
accounts for fee purposes looks at the overall family dynamic and relationship. When
applicable and noted in the Investment Management Agreement, legacy positions may
also be excluded from the fee calculation.

The independent qualified custodian holding your funds and securities will debit your
account directly for the advisory fee and pay that fee to us. You will provide written
authorization permitting the fees to be paid directly from your account held by the
qualified custodian. Further, the qualified custodian agrees to deliver an account
statement to you on a quarterly basis indicating all the amounts deducted from the
account including our advisory fees.

Either Downing Street or you may terminate the Investment Advisory Agreement
immediately upon written notice to the other party. The management fee will be pro-
rated to the date of termination, for the month in which the cancellation notice was given
and the unearned fee refunded to your account as indicated in your Agreement. Upon
termination, you are responsible for monitoring the securities in your account, and we will
have no further obligation to act or advise with respect to those assets. In the event of
client’s death or disability, Downing Street will continue management of the account until
we are notified of client’s death or disability and given alternative instructions by an
authorized party.

Financial Planning Fees
We will negotiate planning fees with you. Fees may vary based on the extent and
complexity of your individual personal circumstances and amount of assets under
management. Your fee for the designated financial advisory services will be based on one
of the following ways:

☐       Fixed Fee: Under a fixed fee arrangement, any fee will be agreed upon in advance
of services being performed. The fee will be determined based on factors including the
complexity of your financial situation, agreed upon deliverables, and whether or not you
intend to implement any recommendations through Downing Street.

  Downing Street Wealth Management, LLC – 6312 S. Fiddlers Green Cir., Suite 300E Greenwood Village, CO 80111
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ITEM 7 - TYPES OF CLIENTS
We provide investment advice to individuals, high-net worth individuals, trusts and estates.
We have no minimum initial household value for opening accounts.