Esmeb Incorporated

Item 5: Fees and Compensation

A. Advisory Fees

eSmeb Inc. (“eSmeb”) charges clients either a platform subscription fee or an asset-based
advisory fee, but never both for the same period. Fees are fully disclosed before account
opening.​

   1.​ Platform Subscription Fee:​
       Clients pay a platform fee to access eSmeb’s online investment platform, account
       management tools, and automated portfolio services.​

          ○​ Subscription fees generally range from $29 to $499 per month, depending on
             the service tier. Fees are paid monthly in advance.
          ○​ Fees can be paid in advance to receive a discount. Annual prepayments cover
             12 months of service. Bi-Annual prepayments cover 6 months of service.
             Quarterly prepayments cover 3 months of service. All prepayments are
             refundable on a prorated basis if the agreement terminates early.
          ○​ eSmeb does not require or accept prepayment of more than $1,200 per client, six
             months or more in advance.​

   2.​ Asset-Based Advisory Fee:​
       Clients pay an advisory fee based on a percentage of assets under management
       (“AUM”).​

          ○​ The annual fee generally ranges from 0.3% to 1.2% of AUM, depending on the
             selected program or portfolio type.
          ○​ Fees are calculated based on the account’s market value as of the last calendar
             day of each month. AUM fees are billed monthly in arrears.

To prevent overlapping charges:

   ●​ If a client’s calculated monthly AUM Advisory fee exceeds the platform subscription fee,
      the platform subscription fee is waived for that month (or credited if prepaid).
   ●​ If a client’s calculated AUM Advisory fee is less than the platform subscription fee, the
      AUM fee is waived for that month, and only the platform subscription fee applies.
   ●​ This ensures that clients pay whichever fee is higher for each period, but never both.

B. Billing Method

Fees may be deducted directly from client accounts held at the qualified custodian (Alpaca
Securities LLC or Interactive Brokers LLC), pursuant to written authorization from the client.

Clients receive a statement from the custodian showing the amount of advisory fees and
platform fees deducted.

eSmeb’s fees are exclusive of brokerage commissions, transaction fees, and other costs
charged by the custodian.

Clients may elect to be billed for fees instead of deducting directly from client accounts.

C. Other Fees and Expenses

Clients may incur additional charges imposed by third parties, including:

   ●​   brokerage commissions, margin interest, or transaction fees,
   ●​   exchange or regulatory fees,
   ●​   custodial fees, and
   ●​   wire transfer or account maintenance fees.

These charges are not included in eSmeb’s advisory fees and are paid separately to the
broker-dealer or custodian.

eSmeb does not receive any portion of these third-party fees.

D. Fees Paid in Advance, Fee Negotiation, and Fee Minimums

The Platform Subscription Fee is paid monthly in advance. Customers may pay multiple
months of the Platform Subscription Fees in advance to receive a discount. All prepayments
are refundable on a prorated basis if the agreement terminates early.

The Asset-Based Advisory Fee is paid monthly in arrears.

eSmeb reserves the right to negotiate fees with clients or to waive minimum account
requirements at its discretion.

Fees may be discounted for promotional programs, referrals, or other arrangements consistent
with applicable laws and regulations.

E. Compensation for the Sale of Securities or Other Investment Products

Neither eSmeb nor any of its supervised persons accepts commissions, compensation, or other
economic benefits for the sale of securities or investment products.

We are a fee-only adviser and receive compensation solely from the advisory fees described
above.

F. Refunds and Termination

Clients may terminate their advisory agreement at any time by providing written notice through
the platform.

Any prepaid but unearned fees will be refunded on a prorated basis within 30 days of
termination.

If an account is closed mid-month, the advisory fee will be prorated through the termination
date.

G. Additional Information

All fee information is fully disclosed before account opening. Clients are encouraged to carefully
review the fee schedule and custodial disclosures prior to engaging eSmeb’s services.

eSmeb does not require or accept prepayment of fees of more than $1,200 per client, six
months or more in advance.

Item 7: Types of Clients
eSmeb Inc. (“eSmeb”) provides investment advisory services primarily to individual investors
and companies seeking to access automated, rules-based portfolio management through the
online platform at WaterfallWealth.ai.

All client interactions and services are delivered exclusively via an Internet-based system
consistent with the Internet Adviser Rule 203A-2(e) of the Investment Advisers Act.

Minimum and Maximum Account Guidelines

eSmeb does not impose a fixed minimum account size required to open or maintain an account.
However, eSmeb recommends minimum and maximum asset levels for each service tier to
ensure that client fees remain appropriate relative to assets under management and that clients
receive services aligned with their account size.

These recommendations are not binding and may be waived at eSmeb’s discretion. Clients may
choose to enroll in any tier regardless of their asset level, but they should understand that the
platform fee may represent a higher percentage of their assets in smaller accounts.

The recommended minimums are designed to avoid cases where platform fees would exceed
approximately 2.5% of account value annually.

Service Tiers

 Recommended        Maximum       Platform Fee        Advisory Fee​            Notes
 Minimum AUM        AUM                               (AUM-Based)

 $100               $50,000       Waived              Waived                   Available only to
                                                                               smaller accounts
                                                                               under $50,000

 $20,000            $250,000      $29 - $39           0.025% per month​        Lower-fee tier
                                  / month             (0.3% annualized)        for moderate
                                                                               accounts

 $50,000            Unlimited     $82.50 - $99​       0.05% per month          Standard tier
                                  / month             (0.6% annualized)

 $250,000           Unlimited     $400 - $499​        0.1% per month           Advanced tier
                                  / month             (1.2% annualized)        access to API’s
                                                                               and algorithms

Tier Structure and Waivers

eSmeb may, at its discretion, waive platform or advisory fees for promotional purposes, beta
testing, or limited-time free access programs.

Clients in smaller tiers may qualify for a “free” version of the service when assets under
management are below $50,000.

Clients may upgrade or downgrade between tiers at any time through the online platform,
subject to any billing cycle adjustments.

Different Tier’s provide access to different levels of service. Including different available
securities, risk rules, planning tools, AI agents, portfolio construction, and algorithm
customizations.

Suitability and Access

These guidelines are intended to ensure fair pricing relative to account size and are not
intended to restrict access.

eSmeb does not discriminate among clients based on wealth or investment experience.