The Prosperity Consulting Group LLC

FEES AND COMPENSATION (Item 5)

Advisory Fees
       Prosperity is compensated by hourly charges, fixed fees, and a percentage of the assets we
       manage. In some instances, the fee may be negotiable, at Prosperity’s discretion. Our fees for
       services are as follows:

   1.   Financial Planning Fees
           For certain clients, financial planning services are included with Prosperity’s fee for
           Investment Management Services. For other clients, financial planning services are provided

      under a separate agreement for a stand-alone financial planning fee. Since financial planning
      involves a discovery process, situations may occur wherein the client is unaware of certain
      financial exposures or predicaments. In the event that the client’s situation is substantially
      different from that disclosed during the initial meeting, a revised fee will be provided for
      mutual agreement. Clients must approve the change in the scope of planning in advance of
      the additional work being performed when a fee increase is necessary. The additional work
      will be either charged at an hourly rate, by a fixed amount, or as agreed to by client and the
      Firm.

      Our Hourly and Fixed fees for financial planning services are as follows:
      (a) Hourly Fees
      Depending on the complexity of the financial plan and needs of the client, our hourly fees for
      financial planning services are up to $550.00 per hour (min. 1 hour). These fees are negotiable
      and the final rate, as agreed upon, will be outlined in our financial planning agreement.

      (b) Fixed Fees
      Financial planning fees may be determined in advance and set at a “fixed” or “flat” one-time or
      ongoing fee, depending on the scope of the project. This fee is negotiable and based on the
      anticipated number of hours to be devoted to the project and the complexity of the client’s
      financial situation. In all cases, this fee will be determined by Prosperity and agreed to in
      advance with the client. It will not be increased during the term of the project unless the scope
      of the project is changed greatly by the client. Financial planning services may also be provided
      at no charge or at a reduced fee for managed account program clients.

      For those clients engaging this service and who are receiving financial planning services
      through Guidebook, part of the FinLife Partners Service Offering, Prosperity’s financial
      planning fees typically start at $5,000, depending upon the level and scope of the service(s)
      required and the professional(s) rendering the service(s).

2. Investment Management Services
      Our Investment Management fees are outlined in each client’s investment management
      agreement. Our annual Investment Management fees are based upon a percentage of the
      market value of the client’s assets under management and range between 10 basis points
      (0.10%) and 150 basis points (1.50%). Fees are negotiable. Assets are aggregated by client
      household for purposes of determining the fee charged.

      When we recommend an Independent Manager for management of all or a portion of client
      assets, the client is assessed an additional cost. Generally, the Independent Manager assesses
      a fee to Prosperity for its management services and that fee is passed through directly to the
      client. In some cases, we receive a portion of the Independent Manager’s advisory fee. The fee
      is based on a percentage of the client’s assets and ranges from 0.08% to 0.90%, depending on
      the manager and services provided. Independent Managers also impose minimum investment
      requirements. The minimum amounts vary. Fees for Independent Manager programs may be
      higher or lower than if you obtained the program directly from the Independent Manager.

3. Retirement Plan Advisory Fees
       Our management fees for retirement plan advisory services are outlined in each client’s
       retirement plan advisory or services agreement. Our annual management fees for retirement
       plan advisory services are based upon a percentage of the market value of the assets in the plan.
       Fees for services to participant-directed plans range between 5 basis points (0.05%) and 110
       basis points (1.10%). Fees for services to trustee-directed plans range between 10 basis points
       (0.10%) and 150 basis points (1.50%). Fees are negotiable.

                                                                            Prosperity - An EisnerAmper Company

   4. Financial Education Seminar Fees
           We may sponsor financial education seminars at no cost to participants.

Billing Procedures
    1. Financial Planning Fees
            Fees for financial planning services are billed as indicated in our financial planning
            agreement. Typically, fees for financial plans are billed and due upon delivery of the financial
            plan. Typically, we waive our financial planning fees for clients who implement the plan
            through our investment management services.

   2. Investment Management Fee
           Fees for investment management services are typically billed quarterly in advance. The fee
           assessment is based on the value of the account as of the close of trading on the last business
           day of the previous quarter (e.g., January through March billing statements are transmitted
           January 1 based on value of asset as of December 31). Notwithstanding the foregoing, the
           partial fee for the initial quarter of service is paid in arrears, based on the average daily balance
           during the initial quarter. No partial billings will be made for subsequent additions into the
           account during the quarter. Likewise, no refunds will be given on partial withdrawals taken
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TYPES OF CLIENTS (Item 7)

       Prosperity manages investments for many different types of clients. We generally provide advice
       to individuals, high net worth individuals, 401(k) plans, pension and profit sharing plans, trusts,
       estates, charitable organizations, corporations and other business entities not listed above.

       Prosperity generally requires a $500,000 minimum account size for investing with us. Certain
       Independent Managers may impose more restrictive account requirements and billing practices
       from the Firm.

METHODS OF ANALYSIS, INVESTMENT STRATEGIES, AND RISK OF LOSS (Item 8)

Methods of Analysis and Investment Strategies
      Prosperity relies upon information received from the client regarding time horizons, risk
      tolerance, and financial goals and objectives in developing an investment plan for that client. Each
      client executes a Plan that documents their objectives and their desired investment strategy.

       A tremendous amount of academic research concludes that asset allocation - not market timing
       or stock selection - is the primary determinant of variation in portfolio returns. Asset allocation is
       an investment discipline that apportions your investment dollars among specific categories of
       assets, such as stocks, bonds, and real estate. Prosperity allocates and diversifies the client's assets
       among various asset classes and then among individual investments, as outlined in each client's
       written Investment Policy Statement.

       Portfolios generally consist of, but are not limited to, money market funds, mutual funds,
       institutional mutual funds, stocks, bonds, unit investment trusts, exchange traded funds,
       certificates of deposit, and structured notes.

       The main sources of information for security analysis include commercially available investment
       information and evaluation services, financial newspapers and journals, academic white papers
       and research materials prepared by others, corporate rating services, annual reports,
       prospectuses, filings with the Securities and Exchange Commission, and company press releases.

       Other sources of information that Prosperity may use include Morningstar information and stock
       information, FactSet, fi360 and the World Wide Web. Security analysis methods may include both
       fundamental and technical analysis.

       In recommending Independent Managers, Prosperity evaluates a variety of information,
       including the Independent Managers’ public disclosure documents, materials supplied by the

       Independent Managers themselves and other third-party analyses we believe are reputable. To
       the extent possible, we seek to assess the Independent Managers’ investment strategies, past
       performance and risk results in relation to our clients’ individual portfolio allocations and risk
       exposure. We also take into consideration each Independent Manager’s management style,
       returns, reputation, financial strength, reporting, pricing and research capabilities, among other
       factors.

Material Risks of Methods of Analysis and Investment Strategies

       Investing in securities involves risk of loss that clients should be prepared to bear.

       All investment programs have certain risks that are borne by the investor. Our investment
       approach constantly keeps the risk of loss in mind. Investors face the following investment risks,
       among others:

          •    Interest-Rate Risk: Fluctuations in interest rates may cause investment prices to fluctuate.
               For example, when interest rates rise, yields on existing bonds become less attractive,
               causing their market values to decline.
          •    Market Risk: The price of a security, bond, or mutual fund may drop in reaction to tangible
               and intangible events and conditions. This type of risk is caused by external factors
               independent of a security's particular underlying circumstances. For example, political,
               economic and social conditions may trigger market events.
          •    Inflation Risk: When any type of inflation is present, a dollar today will not buy as much as
               a dollar next year, because purchasing power is eroding at the rate of inflation.
          •    Currency Risk: Overseas investments are subject to fluctuations in the value of the dollar
               against the currency of the investment's originating country. This is also referred to as
               exchange rate risk.
          •    Reinvestment Risk: This is the risk that future proceeds from investments may have to be
               reinvested at a potentially lower rate of return (i.e. interest rate). This primarily relates to
               fixed income securities.
          •    Business Risk: These risks are associated with a particular industry or a particular company
               within an industry. For example, oil-drilling companies depend on finding oil and then
               refining it, a lengthy process, before they can generate a profit. They carry a higher risk of
               profitability than an electric company, which generates its income from a steady stream of
               customers who buy electricity no matter what the economic environment is like.
          •    Liquidity Risk: Liquidity is the ability to readily convert an investment into cash.
               Generally, assets are more liquid if many traders are interested in a standardized product.
               For example, Treasury Bills are highly liquid, while real estate properties are not. Some
               securities are highly liquid while others are highly illiquid. Illiquid investments carry more
               risk because it can be difficult to sell them.
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