Prosper Wealth Solutions LLC

ITEM 5: FEES AND COMPENSATION

MPT operates as a fee-based investment advisory firm.

MPT is only compensated for advisory services in the following manner: A percentage of assets under
management, hourly fees, and project-based fees (which are dependent upon the nature and scope of the
engagement, using the Adviser’s hourly rate as a guide). Fee are agreed to at the time of engagement and
documented in the Client Agreement.

5.A Fee Schedules for Advisory Services

5.A.1. MPT is compensated for Investment Management Services only in the form of a percentage of assets
under management at an annual rate of 1.25%, billed monthly or quarterly in advance or arrears, as set forth in
the client agreement. The fee is calculated by multiplying the Adviser’s annual rate by the portfolio’s market
value at the end of the billing period (as determined by the client’s custodian) and dividing the figure by 12 (for
monthly billing) or 4 (for quarterly billing). Where services are initiated at any time other than the beginning of a
month or a quarter (depending upon the agreed upon billing cycle), MPT’s fee is pro- rated. The exception to
MPT's fee schedule involves clients who have $12,000 or less to initiate services. In such cases, the Adviser
imposes a minimum annual advisory fee of $150, invoiced at engagement (and annually thereafter).

MPT reserves the right to negotiate its Investment Management fees, depending upon the nature and scope of
the engagement, complexity of services, additional time to be incurred, for pre-existing relationships, or other
special situations and at the discretion of the Adviser.

If an unaffiliated manager program is utilized, the management fee attributed to the program’s services (as set
forth in the program’s management agreement) is billed separately and is in addition to MPT’s fees.

It is important to note that MPT and/or recommended Independent Managers may charge management fees are
higher than what may be charged by other investment advisers for similar services. This will be the case when the
Independent Manager’s strategies (such as options trading) are more laborious than simply purchasing a group of
stocks, mutual funds, or ETFs on an omnibus platform. Clients
should note that lower fees for similar investment management services may be available from other
sources.

Investment Management fees do not include custodial fees, service fees and/or transaction fees that may be
levied by various custodians, broker dealers, mutual funds and insurance companies.

5. A2 & A3. Financial Planning and Consultation Services are invoiced in arrears at the following rates:

    •   $250 per hour; or
    •   When a client selects modular financial planning, MPT’s fee is $1200 per module.

The number of hours involved in a Consultation Service or comprehensive Planning project will vary, depending
upon the complexity of the financial situation, the number of client accounts included in the plan, the type of
preparation and research required, and financial areas to be covered by the plan. All fees for planning services
are agreed upon in advance in writing.

Should the client’s condition change during the course of services such that new or reformulated advice,
recommendations or research is required, additional fees may apply. The Adviser will not engage in
additional services that result in added fees without a new or modified client agreement (approved by the
client).

All financial planning services provided will be completed within six (6) months of the acceptance date of the
financial planning agreement. The financial planning fees are not negotiable. Clients should note that lower fees
for similar services may be available from other sources.

At its sole discretion, MPT may waive Financial Planning or Consultation Service fees for clients receiving
Investment Management Services from MPT and/or a recommended Independent Manager.

5.B Payment of advisory fees.

5.B.1. Investment Management fees are paid via an authorized debit to the client’s account held at a
qualified custodial. If a client has more than one account, the client may choose to have all fees deducted
from a particular account. Where an Independent Manager has been contracted for services, the Investment
Manager will coordinate the management fee deductions and billings.

MPT adheres to the following criteria in accordance with the United States Securities Exchange Commission’s
Investment Advisers Act when payment is made via a qualified custodian: (1) The client provides written
authorization permitting the fees to be paid directly from the client’s account held by the client’s independent
and qualified custodian and the authorization is limited to withdrawing contractually agreed upon investment
advisory fees; (2) The client will directly receive regular (monthly or quarterly)
statements directly from the qualified custodian which reflect the Adviser’s fee deduction; (3) The frequency of
Adviser fee withdrawals shall be specified in the written authorization / agreement; (4) The custodian of the
account shall be advised in writing of the limitation on the Adviser’s access to the account; (5) The client
shall be able to terminate the written billing authorization or agreement at any time.

Since custodians do not verify the accuracy of the Adviser’s fee calculation, clients should review custodial
statements and promptly contact MPT if any questions should arise. Clients must ensure they are

receiving account statements directly from their custodian and promptly report address changes to both MPT and
their custodian. In the event a client finds that custodial account statements are not being received, they should
immediately notify their custodian and MPT.

Clients may set up ACH billing for the Adviser’s fees. The direct billing on these accounts will be monthly, in
arrears, based on the agreed upon management fee. In such cases, the account must be held by a
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ITEM 7: TYPES OF CLIENTS AND MINIMUM CONDITIONS

MPT generally provides financial advice and/or Investment Management services to individuals and high-net-
worth individuals, retirement plans, trusts, estates, charitable organizations corporations and other businesses.

We do not require minimums as to income, assets, net worth, length of engagement, or other conditions for
engaging our services. Prosper makes it possible for retail investors, as well as retirement accounts and trusts,
to access its service with much lower account minimums than normally available in the industry.

As previously noted, unaffiliated management platforms that may be recommended to clients may impose a
minimum portfolio size or other conditions, as described in the service providers’ disclosure materials.

For small portfolios under $12,000 MPT charges a minimum annual management fee of $150, billed in
advance of services (at engagement and annually thereafter).

ITEM 8: METHOD OF ANALYSIS, INVESTMENT STRATIGIES AND RISK OF
         INVESMENT LOSS