Prospero Wealth LLC

Item 5 – Fees and Compensation

    A. Prospero provides investment advisory and financial planning services on a fee basis. An
       advisory fee should be reasonable in light of the type of services to be provided,
       experience and expertise, as well as the sophistication and bargaining power of the
       client. Lower fees for comparable services may be available from other sources.

        INVESTMENT ADVISORY SERVICES

        The Registrant’s annual investment advisory fees shall generally be calculated as a
        blended and tiered percentage of the market value of the assets placed under the
        Registrant’s management, per custodian, according to this table:

          Assets Under Management (AUM)                Blended Tiered Management Fee

          $1- $1,000,000                               100 bps

          > $1 million                                 90 bps

          > $2 million                                 80 bps

          > $3 million                                 70 bps

          > $4 million                                 60 bps

          > $5 million                                 50 bps

        The value of held - away assets under our management will be included in the total asset
        value our asset - based fee is calculated against.

        Clients who are participating in Long      - Short accounts with Symmetry will be billed an
        additional 0.15% annual advisory fee.

        AUM fees are annualized and withdrawn quarterly in arrears based on average daily
        balance. All assets use blended tiers per custodian (except where technically possible
        for us to aggregate).     The value of held - away accounts is included in the total value our
        asset - based fees are calculated on.       Clients are responsible for any account fees or
        trading fees incurred on our custodian platforms:           Fidelity , Schwab , Altruist , and
        Interactive Brokers .

        For “Advised 401(k)” plans, we use       Employee Fiduciary      and Vanguard 401(k).         Assets
        held in these accounts are charged an annual flat fee of .50% withdrawn quarterly in
        arrears based on the end of period balance.

The Registrant’s investment advisory fee is negotiable and the Registrant, in its sole
discretion, may charge a lesser investment management fee based upon certain criteria
(i.e. anticipated future earning capacity, anticipated future additional assets, do               llar
amount of assets to be managed, related accounts, account composition, negotiations
with client, etc.).

AUM fees are assessed quarterly in arrears. Fees for the previous quarter are collected
at the beginning of the subsequent quarter. For example, fees for Q4 are collected at the
beginning of January. With the client’s authorization, fees are typically dedu            cted directly
from the client’s account. In the event of contract termination, the firm waives advisory
fees for the period since the most recent billing date.

Registrant performs direct advisory services through three separate custodians and two
401(k) providers:

    1.   For Fidelity, Schwab, Altruist    , and Interactive Brokers      . Registrant calculates the
         fee and submits to this third    - party adviser for collection of the total fee.
         Registrant delivers the noted invoice to the client. Fees are assessed quarterly.

    2.   Employee Fiduciary       and Vanguard 401(k). These third - party advisers collect the
         total fee from the client and deliver the noted invoice to the client. Fees are
         assessed quarterly in arrears based on closing balance.

In all instances, the Adviser will send the client a written invoice, or when billed by third
party, audit and verify the delivered invoice, including the fee, the formula used to
calculate the fee, the fee calculation itself, the time period covered by th             e fee, and, if
applicable, the amount of assets under management on which the fee was based. Also,
the Adviser will include the name of the custodian(s) on your fee invoice. The Adviser will
send these to the client concurrent with the request for payment                or payment of the
Adviser’s advisory fees. We urge the client to compare this information with the fees
listed in the account statement. Fees are assessed quarterly.

Broker - dealers such as      Fidelity , Schwab, Altruist , and Interactive Brokers         charge
brokerage commissions and/or transaction fees for effecting certain securities
transactions (i.e. transaction fees are charged for certain no              - load mutual funds,
commissions are charged for individual equity and fixed income securities transactions).
In addition to Registrant’s investment advisory fee, brokerage commissions and/or
transaction fees, clients will also incur, relative to all mutual fund and exchange traded
fund purchases, charges impose            d at the fund level (e.g. advisory fees and other fund
expenses). Clients are responsible for all fees assessed by the custodian.

Investment Management Services              - Assets Under Management (AUA              ):

Advice on Assets Under Advisement          include s initial and ongoing consultation on assets
(generally private, non - public equities). All AUA services are provided only to the extent
requested by the client and rely upon mark        - to- market valuations of assets provided by
the client.

  Assets Under      Advisement       (AU A)        Blended Tiered Management Fee

  $1- $10 million                                  50 bps

  $10 million - $50 million                        25 bps

  > $ 50,000,000      million                      20 bps

AUA fees are assessed quarterly in arrears and are intended for management and
advising of non - public investments. Quarterly AUA fees to be provided based on last
known mark - to- market valuations provided by the client.
...

Item 7 - Types of   Clients

The Registrant’s clients shall generally include individuals, high net worth individuals, trusts and
estates, and businesses. The Registrant does not generally require an annual minimum fee or asset
level for investment advisory services, except for pooled              investment vehicles. The typical
minimum investment commitment by qualified investors in a pooled investment vehicle is
$25,000.00, and the Registrant in its sole discretion may increase, reduce, or waive any such
minimums. The Registrant, in its sole dis         cretion, may charge a lesser investment management fee
based upon certain criteria (i.e. anticipated future earning capacity, anticipated future additional
assets, dollar amount of assets to be managed, related accounts, account composition,
negotiations w ith client, etc.).