Downtown Wealth Studios LLC

Item 5 - Fees and Compensation

The following paragraphs detail the fee structure and compensation methodology for services provided
by the Adviser.

A. Fees for Advisory Services
Wealth Management Services
Wealth management fees are paid monthly, in advance, pursuant to the terms of the wealth
management agreement. Wealth management fees are based on the market value of assets under
management at the end of the previous month. Wealth management fees are negotiated with each
client and generally do not exceed 2.0% per annum unless significant additional work requires a higher
fee. The wealth management fee in the first month of service is prorated from the commencement date
of the wealth management agreement to the end of the first month.

Fees may be negotiable at the sole discretion of the Adviser. In certain circumstances, the Adviser may
charge a fixed fee for its services. The Client's fees will take into consideration the aggregate assets
under management with the Adviser across all accounts, which may or may not include assets “held
away” and loan balances on a customized and negotiated basis with each client as specified in the
wealth management advisory agreement. All securities held in accounts managed by DWS will be
independently valued by the Custodian. DWS will not have the authority or responsibility to value
portfolio securities.

Clients may make additions to and withdrawals from their account(s) at any time, subject to DWS's right
to terminate an account. Additions may be in cash or securities provided that DWS reserves the right to
liquidate any transferred securities or decline to accept particular securities into a Client's account(s).
Clients may withdraw account assets on notice to DWS, subject to the usual and customary securities
settlement procedures. However, DWS designs its portfolios as long-term investments, and the
withdrawal of assets may impair the achievement of a Client's investment objectives. DWS may consult
with its Clients about the options and ramifications of transferring securities. However, Clients are
advised that when transferred securities are liquidated, they may be subject to transaction fees, fees
assessed at the mutual fund level (i.e., contingent deferred sales charges), and/or tax ramifications.

B. Fee Billing
Wealth Management Services
Investment Advisory fees are calculated by the Adviser or its delegate and deducted from the Client's
account(s) at the Custodian. The Adviser shall send an invoice to the Custodian indicating the amount
of the fees to be deducted from the Client's account(s) as of the beginning of each month. The amount
due is calculated by applying the monthly rate (annual rate divided by 12) to the market value of assets
under management as of the end of the previous month. Clients will be provided with a monthly
statement from the Custodian that includes the DWS wealth management fee. Clients provide written
authorization permitting Advisory fees to be deducted by DWS to be paid directly from their account(s)
held by the Custodian as part of the wealth management agreement and separate account forms
provided by the Custodian.

C. Other Fees and Expenses
Clients will incur certain fees or charges imposed by third parties, other than DWS, in connection with
investments made on behalf of the Client's account(s), some of which are listed below. The Client is
responsible for all custody, account administration, and securities execution fees charged by the
Custodian, as applicable. The Adviser's recommended Custodian does not charge securities transaction
fees for ETF and equity trades in a Client's account, provided that the account meets 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 DWS are separate and distinct from
these custody and execution fees.

In addition, all fees paid to DWS for wealth management 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 and 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 DWS, but would not receive the services provided by DWS, which are designed,
among other things, to assist the Client in determining which products or services are most appropriate
for each Client's financial situation and objectives. Accordingly, the Client should review both the fees
charged by the fund(s) and the fees charged by DWS to fully understand the total fees to be paid.
Please refer to Item 12 for additional information. Additionally, as noted above, the Adviser will select
share classes that do not have trading costs when possible. These will in most cases be institutional
share classes, but in some cases, may be share classes with higher internal expense ratios than
institutional share classes. Please refer to Item 12 for additional information.

D. Termination of Relationship
Wealth Management Services
Either party may terminate the wealth management agreement, at any time, by providing at least five (5)
days prior written notice to the other party. Adviser will refund any unearned wealth management fees to
Client if the wealth management agreement is terminated on a day other than the last day of a month.
The Client's wealth management agreement with the Adviser is non-transferable without the Client's
prior consent.

E. Compensation for Sales of Securities
DWS does not buy or sell securities on a commission basis and does not receive any compensation for
effecting securities transactions in any Client account, other than the wealth management fees noted
above.

Item 7 - Types of Clients

DWS offers Advisory services to individuals, high-net-worth individuals, families, trusts, estates,
businesses, charitable organizations and endowments. DWS generally does not impose a minimum
relationship size. However, its services are primarily designed for high-net-worth individuals and
families.