Palacios Wealth Management LLC

FEES & COMPENSATION

     Information Gathering Session & Results Presentation
     The Information Gathering Session and Results Presentation are offered without cost or
     obligation. These meetings provide the opportunity for both parties to get to know each other
     and for us to share in greater detail how we can address your monetary objectives:

         v Diagnose your current financial need.
         v Address your financial concerns and answer your questions on how we can assist you.
         v Recommend financial resolutions aimed at lowering costs, reducing risks, increasing
           expected returns, and/or increasing tax efficiency to improve the likelihood of
           successfully achieving your goal.
         v Explain our investment methodology and how our investment strategies work; and,
         v Explain the benefits of portfolio management and how we can address your financial
           needs beyond just managing your investable assets.

     From the Information Gathering Session and the Results Presentation that outlined a retirement
     plan strategy, our objective will be to move forward under an advisory agreement, based on
     your need. We will prepare the necessary agreements to perform the desired service. If,
     however, you do not wish to engage us for financial services, you will be responsible for
     implementing any recommendations coming out of the Information Gathering Session & Results
     Presentation. All financial services discussed will have been concluded and we are not
     responsible to implement the advice or for any on-going supervision, monitoring, and/or
     reporting.

     Portfolio Management Fee
     Portfolio management is provided on an asset-based fee8 arrangement. The management fee
     will be calculated based on the aggregate fair market value (including cash and cash
     equivalent securities) of your portfolio account(s) on the last business day of the previous
     calendar quarter multiplied by one-fourth of the corresponding annual percentage rate for

     8   An asset-based fee is a percentage fee charged based on your assets under management for our professional time giving continuous
         advice, managing investment strategies, and suggesting investment options. We receive no other compensation for this advisory
         service unless first disclosed to you.

Form ADV: Part 2A                                                                                              Plan to Prosper Wealth Management
© eAdvisor Compliance, Inc. – Disclosure Brochure Design Layout. www.eAdvisorCompliance.com

                                                                                                                                                  DISCLOSURE BROCHURE

     each portion of your portfolio assets that fall within each tier (See “Billing” below under
     “Protocols for Portfolio Management” for formula calculation.). The tier breaks are as follows:

                                                                                                                            Annual Fee
                                   Portfolio Value                                                                             Rate
                                                                                                                                Not to Exceed

                                   First $2,000,000 ........................................                                     1.00%
                                   Over $2,000,000 ........................................                                      0.50%

     We retain discretion to negotiate the management fee within each tier on a client-by-client
     basis depending on the size, complexity, and nature of the portfolio managed. In addition, for
     the portion of your portfolio that exceeds into the next tier level, either through additional
     deposits or asset growth, a fee break will occur.

     Our management fee will be fully disclosed to you in an advisory agreement prior to conducting
     any portfolio management services. We generally require a minimum initial investment of
     $100,000 to open a managed account; however, we retain the right to waive or reduce this
     minimum if we feel circumstances are warranted.

         Protocols for Portfolio Management Services
         The following protocols establish how we handle our portfolio management accounts and
         what you should expect when it comes to: (i) managing your account; (ii) your bill for
         investment services; and (iii) other fees charged to your account(s).

             Discretion
             Unless otherwise requested by you, we will establish discretionary trading authority on all
             management accounts to execute securities transactions at any time without your prior
             consent or advice.

             You may, however, at any time, impose restrictions, in writing, on our discretionary
             authority (i.e., limit the types/amounts of particular securities purchased for your account,
             exclude the ability to purchase securities with an inverse relationship to the market, limit
             our use of margin or leverage, etc.).

             Billing
             Unless you request other arrangements for payment of our management fee, your account
             will be billed quarterly, in arrears, a blended fee based on the fair market value for the
             portion of your portfolio (including cash and cash equivalent securities) that fall within
             each tier of our fee schedule. For example:

                              Account Value:                                          Annual Fee %           Tier Fee Contribution
                              $5,000,000                                                      (Per Tier)   (Based on the Account Value Within Each Tier)
...

TYPES OF CLIENTS

     The types of clients to whom we offer advisory services are described above under “Who We
     Are” in the Item 4, “Advisory Business” section. Our minimum account size for portfolio
     management is disclosed above under “Portfolio Management Fee” in Item 5 above in the
     “Fees & Compensation” section of this Brochure.                                                                        ITEM 8

   METHODS OF ANALYSIS, INVESTMENT STRATEGIES & RISK OF LOSS

     Our portfolio management services are designed to build long-term wealth while maintaining
     risk tolerance levels acceptable to you. We combine your financial needs and investment
     objectives, time horizon, and risk tolerance to yield an effective investment strategy. Your
     portfolio is then tailored to these unique investment parameters utilize a mix of equity
     (“stock”) positions, fixed income/debt (“bond”) instruments, derivatives (“options”) contracts,
     investment company (“mutual fund”) products, exchange traded funds (“ETFs”), structured
     notes (“buffered notes”), and cash/cash equivalent securities to achieve the best return on
     your investment capital.

     Other investment alternatives may be recommended depending on your unique investment
     objectives and risk tolerance (i.e., closed-end funds, private hedge funds, and derivatives,
     such as: commodities). However, these investment vehicles bring on a different risk dynamic.
Form ADV: Part 2A                                                                                Plan to Prosper Wealth Management
© eAdvisor Compliance, Inc. – Disclosure Brochure Design Layout. www.eAdvisorCompliance.com

                                                                                                    DISCLOSURE BROCHURE

     If we recommend investment in one of these securities, we will discuss with you the limitations
     of such security and the potential risk factors to your portfolio.