Overview

Headquarters
Hixson, TN
Average Client Assets
$5.5 million
SEC CRD Number
156135

Fee Structure

Primary Fee Schedule (IAP FORM ADV PART 2A)

MinMaxMarginal Fee Rate
$0 $250,000 2.00%
$250,001 $1,000,000 1.90%
$1,000,001 and above 1.80%
Illustrative Fee Rates
Total AssetsAnnual FeesAverage Fee Rate
$1 million $19,250 1.92%
$5 million $91,250 1.82%
$10 million $181,250 1.81%
$50 million $901,250 1.80%
$100 million $1,801,250 1.80%

Clients

HNW Share of Firm Assets
80.94%
Total Client Accounts
1,352
Discretionary Accounts
1,173
Non-Discretionary Accounts
179

Services Offered

Services: Financial Planning, Portfolio Management for Individuals, Investment Advisor Selection, Educational Seminars

Regulatory Filings

Additional Brochure: IAP FORM ADV PART 2A (2026-04-06)

View Document Text
Item 1 – Cover Page Registered As: Prosperitus Wealth Advisors, LLC 2855 N University Drive, Suite 110 Coral Springs, Florida 33065 (954) 400-1470 phone | (954) 756-7041 fax www.prosperituswealth.com Form ADV Part 2A – Firm Disclosure Brochure Effective: April 06, 2026 This Form ADV Part 2A (“Disclosure Brochure”) provides information about the qualifications and business practices of Prosperitus Wealth Advisors (“the firm”). If you have any questions about the contents of this Disclosure Brochure, please contact us at (954) 400-1470 or at https://www.prosperituswealth.com/contact. The information in this Disclosure Brochure has not been approved or verified by the U.S. Securities and Exchange Commission (“SEC”) or by any state securities authority. Registration of an investment advisor does not imply any specific level of skill or training. This Disclosure Brochure provides information about the firm to assist you in determining whether to retain the firm. Additional information about Prosperitus Wealth Advisors is available on the SEC’s website at www.adviserinfo.sec.gov by searching with our firm name or our CRD number 306630. Item 2 – Material Changes There are no material changes to disclose since the last annual amendment filed on March 22, 2025. Annually, a complete Disclosure Brochure will be offered to Clients along with a summary of material changes, if any, within 120 days from the firm’s fiscal year-end. At any time, the current Disclosure Brochure is available on the SEC’s Investment Advisor Public Disclosure website at www.adviserinfo.sec.gov by searching the firm name or CRD number 306630. A copy of this Disclosure Brochure may be requested at any time, by contacting (954) 400-1470 or at https://www.prosperituswealth.com/contact. Page 2 of 37 Disclosure Brochure Item 3 – Table of Contents Item 1 – Cover Page ...............................................................................................................................................1 Item 2 – Material Changes ....................................................................................................................................2 Item 3 – Table of Contents ....................................................................................................................................3 Item 4 – Advisory Business ..................................................................................................................................4 Item 5 – Fees and Compensation ..........................................................................................................................7 Item 6 – Performance-Based Fees and Side-By-Side Management ................................................................10 Item 7 – Types of Clients .....................................................................................................................................10 Item 8 – Methods of Analysis, Investment Strategies and Risk of Loss .........................................................10 Item 9 – Disciplinary Information ......................................................................................................................19 Item 10 – Other Financial Industry Activities and Affiliations .......................................................................19 Item 11 – Code of Ethics, Participation or Interest in Client Transactions and Personal Trading .............19 Item 12 – Brokerage Practices ............................................................................................................................21 Item 13 – Review of Accounts .............................................................................................................................24 Item 14 – Client Referrals and Other Compensation .......................................................................................25 Item 15 – Custody ................................................................................................................................................25 Item 16 – Investment Discretion .........................................................................................................................26 Item 17 – Voting Client Securities ......................................................................................................................26 Item 18 – Financial Information .........................................................................................................................26 Item 19 - Additional Requirement for State ……………………………………………………………...…. 26 Appendix 1 - Wrap Fee Brochure …………………………………………………………………...………. 28 Privacy Policy ……………………………...…………………………………………………………..…….... 35 Page 3 of 37 Disclosure Brochure Item 4 – Advisory Business Firm Information Prosperitus Wealth Advisors is not focused on production or assets attained, rather focused on growing wealth and assisting clients on bettering their future regardless of current situation. The firm encompasses the whole financial planning process which includes investing, estate planning, tax planning, retirement planning, insurance planning and budgeting/saving. • Assess – As we listen to you, we learn about your objectives, your perspective on risk and your liquidity needs. We then devise a plan to support your personal goals through professional investment management and strategic planning. • Create – Using the details you have confided in us and our access to high-caliber research and analysis, we narrow down a selection of investments and an allocation tailored to your financial objectives. We will then present our recommendations and outline the steps needed to implement your plan. • Implement – Once you have approved the plan, we put it into action by choosing investment vehicle types and services uniquely suited to your needs, goals and risk tolerance. We craft your portfolio carefully, making the most of the choices available to serve your precise situation. • Manage – After establishing your plan, we continue to monitor its progress toward your objectives and ensure it keeps working for you through all of life’s changes, continually updating you and providing ongoing support. We stay abreast of what’s ahead, helping you remain equipped for the challenges of tomorrow. The firm is organized as a limited liability company in Florida and was registered as an investment advisor in 2020. Management Team Christian E. Urbina, President, CERTIFIED FINANCIAL PLANNER ™ Mr. Urbina is the President and Chief Compliance Officer of Prosperitus Wealth Advisors as well as a CERTIFIED FINANCIAL PLANNER™ professional with over a decade of experience. Mr. Urbina has and continues to work with a diverse clientele including business owners, entrepreneurs, and family planning clients. Mr. Urbina’s expertise lies in advanced comprehensive financial planning for both pre-retiree and retired families with an emphasis in advanced tax, estate, education and protection planning strategies. Mr. Urbina’s additional expertise is with small business clientele includes basic and advance employee benefit planning, business valuation, executive benefit planning, business succession and advance tax and estate planning strategies for the successful business owner. Page 4 of 37 Disclosure Brochure Mr. Urbina is a veteran of the United States Army. While serving his country Mr. Urbina achieved multiple Army medals including the Army Commendation Medal, the Army Achievement Medal, the Army Good Conduct Medal, and the National Defense Service Medal. While in the army Mr. Urbina also graduated top of his class and earned the distinguished graduate title. After the Army, Mr. Urbina attended Florida State University where he graduated with degrees in Finance and in Applied Economics with Specialized Studies in Advanced Economics Analysis. Mr. Urbina has achieved membership in Mensa, the high IQ society. Membership of Mensa is open to persons who have attained a score within the upper two percent of the general population on an approved intelligence test that has been properly administered and supervised. Advisory Services Offered The firm offers asset management services primarily to business owners, entrepreneurs and executives as well as families, individual, retirees and women investors. The services offered include: 10b5-1 Sales Plans, Banking & Lending Solutions, Business Sales and Valuations, Cash Management, Cashless Stock Option Exercises, Charitable Giving, Distribution Strategies, ESOPs, Estate & Legacy Planning, Executive Transactions, Healthcare Planning, Hedging & Monetization for concentrated Equity Positions, Insurance & Annuities, Legacy Planning, Long-Term Care Costs, Retirement Income Planning, Risk Management, Rule 144 Executions, Social Security Optimization, Tax Planning, Wealth & Investment Management and Wealth Transfer. Business Retirement Plans Coordination & Participant Enrollment Prosperitus Wealth Advisors shall assist in the planning and coordination and to participate with the Plan Sponsor and the Plan Sponsor appointed record keeper and third-party plan administrator, if applicable (together “Record Keeper”) in conducting an enrollment and communication meeting for the purpose of introducing the Plan and educating the participants and beneficiaries (“Participants”). Participant Education Upon Plan Sponsor’s reasonable request, but no more than twice a year, Prosperitus Wealth Advisors shall provide periodic investment education seminars to Participants regarding plan information and general financial and investment information. Such presentations may include asset allocation models and other information, but will not address the appropriateness of any individual investment option for any particular Participant. Page 5 of 37 Disclosure Brochure Sub-Advisors Prosperitus Wealth Advisors has entered into an agreement with one or more Sub-Advisors to provide fiduciary investment services to certain plan participants. Prosperitus Wealth Advisors will conduct due diligence of any recommended Sub-Advisor and monitor the performance of Sub-Advisor with respect to the Sub-Advisor’s management of the designated assets of Account relative to appropriate peers and/or benchmarks. Advisor will be available to answer questions regarding any portion of Client’s Account managed by a Sub-Adviser and will act as the communication conduit between Client and the Sub-Adviser. Financial Planning The firm provides financial planning as part of a comprehensive asset management engagement. As an alternative, financial planning is available for a separate fee. The type of plan can vary greatly depending on the scope and complexity of an individual’s financial situation. Prior to engaging the firm to provide stand-alone planning or consulting services, clients are required to enter into a Financial Planning Agreement setting forth the terms and conditions of the engagement (including termination), describing the scope of the services to be provided, and the portion of the fee that is due from the client prior to the firm commencing services. If requested by the client, the firm can recommend the services of other professionals for implementation purposes. Assets Under Management As of December 31, 2025, the assets under management are as below. Assets under management will be amended at least annually. Clients may request more current information at any time. Assets under Management Discretionary Non-Discretionary Total $67,300,000 $2,100,000 $69,400,000 Assets under management shall be amended following the firm’s December 31st fiscal year-end. Clients may request more current information at any time. Conflicts of Interest Prosperitus Wealth Advisors must fully disclose all material facts concerning conflict of interest and abide by honest and ethical business practices. • Some Investment Advisor Representatives of Prosperitus Wealth Advisors are also insurance agents appointed with multiple insurance carriers to sell insurance products for a commission. Page 6 of 37 Disclosure Brochure o The recommendation that a client purchase a commission product from an Investment Advisor Representative as an agent of an insurance company presents a conflict of interest, as the receipt of commissions, provides an incentive that may not be in a client's best interests. • Investment Advisor Representatives may not borrow money or securities from or lend money or securities to a client. • Investment Advisor Representatives must not place an order for the purchase or sale of a security if the security is not registered or exempt from registration in the specific state. • Product sponsors may pay for or reimburse Prosperitus Wealth Advisors for the costs associated with education or training events. • When an Investment Adviser Representative provides investment advice to a client regarding a retirement plan account or individual retirement account, they are fiduciaries within the meaning of Title I of the Employee Retirement Income Security Act and/or the Internal Revenue Code, as applicable, which are laws governing retirement accounts. The way the firm makes money creates some conflicts with a client’s interest, so the firm operate under a special rule that requires it to act in a client’s best interest and not put the firm’s interests ahead of a client. Conflicts and the risk of misconduct are mitigated by a fiduciary duty to act in the best interests of its clients. Item 5 – Fees and Compensation Investment Management Services Investment advisory fees are paid quarterly in advance according to the terms of the investment advisory agreement. Fees are based on the market value of assets under management at the end of the prior quarter as agreed in the advisory agreement. Investment advisory fees are negotiable based on the scope and complexity of the services, the amount of time and expertise required but generally do not exceed the below grid. $25,000,000+ First $99,999.99 $100,000 $249,999.99 Assets Under Management – Tiered Fee Schedule $2,000,000 $750,000 $250,000 $4,999,999.99 $999,999.99 $499,999.99 $500,000 $749,999.99 $1,000,000 $1,999,999.99 $5,000,000 $24,999.999.9 Up to 2.0% Up to 1.9% Up to 1.8% The investment advisory fee in the first period of service is pro-rated from the inception date of the account[s] to the end of the first quarter. • The firm will not have the authority or responsibility to value portfolio securities. Page 7 of 37 Disclosure Brochure • If a client terminates an engagement before the billing period, a pro-rated fee calculation will be applied before releasing the funds. • Asset management fees are exclusive of and in addition to, brokerage fees, transaction fees, and other related costs and expenses. Sub-Advisor When clients are referred to a third-party sub-advisor, Prosperitus will receive a portion of the fee charged by the sub-advisor. Therefore, we have a conflict of interest because we only recommend sub-advisors that agree to compensate our firm by paying us a portion of the fees billed to your account managed by the sub-advisor. Mutual Fund Share Class Disclosures Certain mutual fund share classes charge a 12b-1 fee that generally amounts to an additional .25% expense ratio or more. The purpose of 12b-1 fees, as approved by the SEC, are to cover marketing expenses and shareholder services such as support services and “other expenses” such as legal, accounting and the administrative functions of the custodian. When selecting a mutual fund, Investment Advisor Representatives have a fiduciary duty to choose the share class that helps manage the overall fee structure of the account. The entire fee structure includes such fees as the asset management fee, the expense ratio and ticket charges. • Mutual funds typically offer multiple share classes, including lower-cost share classes that do not charge 12b-1 fees and are therefore usually less expensive. • Investment Advisor Representatives will consider investing client funds in 12b-1 fee-paying share classes even when a lower-cost share class is available as appropriate to account for the overall fee structure and tax considerations as well as attributes of a fund not available for lesser fees. Fee Billing Investment Management Services Investment advisory fees are calculated by the firm and deducted from the Client’s account[s] at the Custodian. The firm shall send an invoice to the Custodian indicating the amount of the fees to be deducted from the Client’s account[s] at the respective quarter end date. To determine the amount due, the account balance is multiplied by the weighted annual rate and then multiplied again by the quotient of calendar days in the billing date range over total calendar days in the current year. Clients will be provided with a statement, at least quarterly, from the Custodian reflecting the deduction of the investment advisory fee. Clients should verify the accuracy of fees. Financial Planning Services Prosperitus Wealth Advisors can charge on an hourly or flat fee basis for financial planning services. The total estimated fee, as well as the ultimate fee charged, is based on the scope and complexity of services. • The fee for financial plans that are based on an hourly rate is calculated by a multiple of the anticipated number of hours required and an hourly rate that generally ranges from $200 to $300 per hour. Page 8 of 37 Disclosure Brochure • The fee for financial plans that are based on a flat rate generally range from $1,500 to $30,000. Hourly Consulting Services Prosperitus Wealth Advisors can charge an hourly fee ranging from $200 to $300 to provide hourly consulting when a more comprehensive financial plan is not requested. Other Fees and Expenses Clients can incur fees or charges imposed by third parties, other than the firm, in connection with investments made on behalf of the Client’s account[s]. The Client is responsible for all custody and securities execution fees charged by the broker/dealer. The fees and costs not included in the wrap fee include: • Commissions and other fees charged by other broker/dealers other than the custodian for transactions • Step-In, or Trade Away Services. • Fees charged by mutual fund companies, closed-end funds, electronically traded funds, and other collective investment vehicles, including, but not limited to, sales loads and/or charges and short-term redemption fees. • Markups and markdowns, bid-ask spreads, and selling concessions in connection with transactions the custodian executes as principal. Principal transactions contrast with transactions in which the custodian acts as your agent in effecting trades. Markups and markdowns and bid-ask spreads are not separate fees, but are reflected in the net price at which a trade order is executed. • Costs imposed by third parties, such as transfer taxes, odd-lot differentials, certificate delivery fees, reorganization fees, and any other fees required by law. The custodian may also charge for additional services such wire transfer fees and fees for alternative investments. These fees and costs are described in each fund's prospectus. These fees and costs will generally be used to pay management fees for the fund, other fund expenses, account administration (e.g., custody, brokerage and account reporting), and a possible distribution fee. A Client could invest in these products directly, without the services of Properitus Wealth Advisors, but would not receive the advisory services to assist in determining which products or features are most appropriate for their financial situation and objectives. Accordingly, the Client should review the fees charged by the fund[s] and the fees charged by the firm to fully understand the total costs. Only advisory fees are retained by Prosperitus Wealth Advisors. Compensation for Sales of Securities Prosperitus Wealth Advisors does not buy or sell securities to earn commissions. The firm does not receive any compensation for securities transactions in any Client account, other than the investment advisory fees noted above. Page 9 of 37 Disclosure Brochure Item 6 – Performance-Based Fees and Side-By-Side Management Prosperitus Wealth Advisors does not charge performance-based fees for its investment advisory services. The fees charged by the firm are as described in “Item 5 – Fees and Compensation” above and are not based upon the capital appreciation of the funds or securities held by any Client. Prosperitus Wealth Advisors does not manage any proprietary investment funds or limited partnerships (for example, a mutual fund or a hedge fund). It has no financial incentive to recommend or implement any particular investment options to its Clients. Item 7 – Types of Clients Prosperitus Wealth Advisors offers investment advisory services primarily to mass-affluent individuals and small business owners with an income range of $100,000 to $500,000. The number of each type of Client is provided on Form ADV Part 1A. These numbers change over time and are updated at least annually. Item 8 – Methods of Analysis, Investment Strategies and Risk of Loss Methods of Analysis Prosperitus Wealth Advisors primarily employs a combination of behavioral, charting, cyclical, fundamental and technical method of analysis in developing investment strategies. Research and analysis from the firm is derived from numerous sources, including financial media companies, third-party research materials, Internet sources, and review of company activities, including annual reports, prospectuses, press releases and research prepared by others. • Behavioral Analysis Behavioral analysis involves an examination of conventional economics as well as behavioral and cognitive psychological factors. Behavioral finance methodology seeks to combine a qualitative and quantitative approach to provide explanations for why individuals may, at times, make irrational financial decisions. Where conventional economic theories have failed to explain specific patterns, the behavioral finance methodology investigates the underlying reasons and biases that cause some people to behave against their best interests. The risks relating to behavior finance analysis are that it relies on spotting trends in human behavior that may not predict future trends. • Charting Analysis Charting analysis utilizes various market indicators as investment selection criteria. These criteria are generally pricing trends that may indicate movement in the markets. Assets are deemed suitable if they meet certain criteria to show that they are a strong investment with a value discounted by the market. While this type of analysis helps the firm in evaluating a potential investment, it does not guarantee that the investment will increase in value. Assets meeting the investment criteria utilized in the technical and charting analysis may lose value and may have negative investment performance. The firm monitors these market indicators to determine if adjustments to strategic allocations are appropriate. Page 10 of 37 Disclosure Brochure • Cyclical Analysis Cyclical analysis is similar to technical analysis (see below) in that it involves the study of market conditions at a macro (entire market/economy) or micro (company-specific) level, rather than the overall fundamental analysis of the health of the particular company that the firm may recommend or implementing. The risks with cyclical analysis are similar to those of technical analysis. • Fundamental Analysis Fundamental analysis utilizes economic and business indicators as investment selection criteria. The criteria generally consist of ratios and trends that can indicate the overall strength and financial viability of the entity being analyzed. Assets are deemed suitable if they meet certain criteria to show that they are a strong investment with a value discounted by the market. While this type of analysis helps the firm in evaluating a potential investment, it does not guarantee that the investment will increase in value. Assets meeting the investment criteria utilized in the fundamental analysis may lose value and may have negative investment performance. The firm monitors these economic indicators to determine if adjustments to strategic allocations are appropriate. • Technical Analysis Technical analysis involves the analysis of past market data rather than specific company data. It consists of the use of charts to identify market patterns and trends, which may be based on investor sentiment rather than the fundamentals of the company. The primary risk in using technical analysis is that spotting historical trends may not help to predict such trends in the future. Even if the pattern will eventually reoccur, there is no guarantee that the firm will be able to predict such a reoccurrence accurately. Prosperitus Wealth Advisors generally employs a long-term investment strategy for its Clients, as consistent with their financial goals. Prosperitus Wealth Advisors will typically hold all or a portion of a security for more than a year but may hold for shorter periods to meet the liquidity needs of a Client. At times, the firm may also buy and sell positions that are more short-term in nature, depending on the goals of the Client and the fundamentals of the security, sector or asset class for portfolio management purposes. Investment Strategies An investment strategy is what guides an investor's decisions based on goals, risk tolerance, and future needs for capital. Some investment strategies seek rapid growth where an investor focuses on capital appreciation, or they can follow a low-risk strategy where the focus is on wealth protection. • Income with Capital Preservation. A conservative investment strategy with an objective of long- term accumulation. Emphasis is placed on generating current income with minimal risk of capital loss. A low-risk investment strategy generally results in reduced potential for overall return. • Income with Moderate Growth. This investment objective emphasizes the generation of current income with a secondary focus on moderate capital growth. Page 11 of 37 Disclosure Brochure • Growth with Income. This investment objective emphasizes modest capital growth with some focus on the generation of current income. • Growth. This investment objective emphasizes achieving high long-term growth and capital appreciation. There is little focus on the generation of current income. • Aggressive Growth. This investment objective emphasizes aggressive growth and maximum capital appreciation, with no focus on the generation of current income. This objective has a very high level of risk and is for investors with a longer time horizon. Risk of Loss Investing in securities involves the risk of loss, including the entire principal amount. Securities fluctuate in value and can lose value. Clients should be prepared to bear the potential risk of loss. The firm will assist Clients in determining an appropriate strategy based on their tolerance for risk and other factors. However, there is no guarantee that a Client will meet their investment goals. While the methods of analysis help the firm in evaluating a potential investment, it does not guarantee that the investment will increase in value. Assets meeting the investment criteria utilized in these methods of analysis may lose value and may have negative investment performance. The firm monitors these economic indicators to determine if adjustments to strategic allocations are appropriate. The specific risks associated with a strategy are provided to each Client in advance of investing. The firm will work with each Client to determine their tolerance for risk as part of the portfolio construction process. Below is a list of risks that should be considered before investing that can apply to the investment account. Additional unforeseen risks may affect, but clients are encouraged to at least consider the following risks: • Business Risk – The measure of risk associated with a particular security. It is also known as unsystematic risk and refers to the risk associated with a specific issuer of a security. Generally speaking, all businesses in the same industry have similar types of business risk. More specifically, business risk refers to the possibility that the issuer of a particular company stock or a bond may go bankrupt or be unable to pay the interest or principal in the case of bonds. • Call Risk – The risk specific to bond issues and refers to the possibility that a debt security will be called before maturity. Call risk usually goes hand in hand with reinvestment risk because the bondholder must find an investment that provides the same level of income for equal risk. Call risk is most prevalent when interest rates are falling, as companies trying to save money will usually redeem bond issues with higher coupons and replace them on the bond market with issues with lower interest rates. • Company-Specific Risk – A risk specific to a company’s operations, executive decisions and reputation, which is difficult to quantify. Page 12 of 37 Disclosure Brochure • Complex Products – Complex Products are complicated instruments that should only be used by sophisticated investors who fully understand the terms, investment strategy and risks associated with the funds. In particular, clients should be aware of certain specific risks involved in trading Complex Products. These risks include, but are not limited to: o Seek Daily Target Returns: Most Complex Products "reset" daily, meaning that they are designed to achieve their stated objectives on a daily basis. Due to the effect of compounding, the return for investors who invest for a period longer than one trading day can vary significantly from the stated goal as well as the target benchmark's performance. This is especially true in very volatile markets or if a Complex Product is tracking a very volatile underlying index. Investments in any Complex Product must be actively monitored daily and are typically not appropriate for a buy-and-hold strategy. o Higher Operating Expenses and Fees: Investors should be aware that these Complex Products typically rebalance their portfolios frequently, often daily, to compensate for anticipated changes in overall market conditions. For example, volatility linked ETPs will rebalance their exposure to futures of different maturities to maintain the targeted maturity. This rebalancing can result in frequent trading and increased portfolio turnover. These Complex Products will, therefore, generally have higher operating expenses and investment management fees than other funds or products. o Tax Treatment May Vary: In many cases, Complex Products may generate their returns through the use of derivative instruments. Because derivatives are taxed differently from equity or fixed-income securities, investors should be aware that these Complex Products may not have the same tax efficiencies as other funds or products. • Concentration Risk – Concentrated portfolios are an aggressive and highly volatile approach to trading and investing and should be viewed as complementary to a stable, highly predictable investment approach. Concentrated portfolios hold fewer different stocks than a diversified portfolio and are much more likely to experience sudden dramatic price swings. Also, the rise or drop in price of any given holding in the portfolio is expected to have a more significant impact on portfolio performance, than a more broadly diversified portfolio. • Credit Risk – The risk that an investor could lose money if the issuer or guarantor of a fixed income security is unable or unwilling to meet its financial obligations. • Currency/Exchange Rate Risk – The risk of a change in the price of one currency against another. • Force Majeure – A natural and unavoidable catastrophe that interrupts the expected course of events, market structure and access to funds. Page 13 of 37 Disclosure Brochure • Interest Rate Risk – The risk that fixed-income securities will decline in value because of an increase in interest rates; a bond or a fixed income fund with a longer duration will be more sensitive to changes in interest rates than a bond or bond fund with a shorter duration. • Inflationary Risk – The risk that future inflation will cause the purchasing power of cash flow from an investment to decline. • Inverse Funds – Inverse mutual funds and ETFs, which are sometimes referred to as "short" funds, seek to provide the opposite of the single-day performance of the index or benchmark they track. Inverse funds are often marketed as a way to profit from, or hedge exposure to, downward moving markets. Some inverse funds also use leverage, such that they seek to achieve a return that is a multiple of the opposite performance of the underlying index or benchmark (i.e., -200%, -300%). In addition to leverage, these funds may also use derivative instruments to accomplish their objectives. As such, inverse funds are volatile and provide the potential for significant losses. • Legislative Risk – The risk of a legislative ruling resulting in adverse consequences. • Liquidity Risk – The possibility that an investor may not be able to buy or sell an investment as and when desired or in sufficient quantities because opportunities are limited. • Market Risk – The risk that the value of securities may go up or down, sometimes rapidly or unpredictably, due to factors affecting securities markets generally or particular industries. Market risk is a risk that will affect all securities in the same manner caused by some factor that cannot be controlled by diversification • Reinvestment Risk – The risk that falling interest rates will lead to a decline in cash flow from an investment when its principal and interest payments are reinvested at lower rates. • Social/Political Risk – The possibility of nationalization, unfavorable government action or social changes resulting in a loss of value. • Taxability Risk – The risk that a security that was issued with tax-exempt status could potentially lose that status before maturity. Since municipal bonds carry a lower interest rate than fully taxable bonds, the bondholders would end up with a lower after-tax yield than initially planned. • Terrorism Risk – An act of terror or calculated use of violence against the country, market structure or individuals. Page 14 of 37 Disclosure Brochure • Volatility-Linked Products – Volatility-linked ETPs are generally designed to track the Chicago Board Options Exchange Volatility Index (VIX) futures. The VIX is a measure of the expected volatility of the S&P 500 index as measured by the implied volatility of options on that index. Volatility ETPs gain exposure to market volatility through futures or options contracts on the VIX. Volatility-linked ETPs that seek to maintain a continuous, targeted maturity exposure to VIX futures will either track or hold VIX futures contracts on a rolling basis. They will sell shorter-term contracts or contracts about to expire with contracts that have more distant or deferred maturity dates to maintain the desired exposure. The performance of volatility linked ETPs can be significantly different than the performance of the VIX and the actual realized volatility of the S&P 500 Index. VIX futures contracts are among the most volatile segments of all futures markets. Volatility-linked ETPs may be subject to extreme volatility and higher risk of loss than other traditional ETFs. The firm’s methods of analysis and investment strategies do not represent any significant or unusual risks; however, all strategies have inherent risks and performance limitations. Types of Investments (Examples, not limitations) Investment advisor representatives of the firm allocate a client's assets as appropriate to help them reach their investment objectives within their time horizon in a manner consistent with their risk profile. Client funds are allocated appropriately in such investments as listed below: • Alternative Investments – The performance of alternative investments (limited partnerships) can be volatile and may have limited liquidity. An investor could lose all or a portion of their investment. Such investments often have concentrated positions and investments that may carry higher risks. A Client should only have a part of their assets in these investments. • Annuities – A retirement product for those who may have the ability to pay a premium now and want to guarantee they receive certain monthly payments or a return on investment later in the future. Annuities are contracts issued by a life insurance company designed to meet a requirement or other long-term goals. An annuity is not a life insurance policy. o Variable Annuities – If a client purchases a variable annuity, the client will receive a prospectus and should rely solely on the disclosure contained in the prospectus concerning the terms and conditions of the variable annuity. Client should also be aware that certain riders purchased with a variable annuity may limit the investment options and the ability to manage the subaccounts. Variable annuities typically offer: • Regular stream of income or a lump sum payout at a future time • Tax-deferred treatment of earnings • Death benefits Page 15 of 37 Disclosure Brochure Variable annuities are designed to be long-term investments, to meet retirement and other long- range goals. Variable annuities are not suitable for achieving short-term goals because substantial taxes and insurance company charges apply if money is withdrawn early. Variable annuities also involve investment risks, like mutual funds. • Cash Positions – Based on perceived or anticipated market conditions or events, certain assets may be taken out of the market and held in a defensive cash position. All cash is included as assets subject to the agreed-upon advisory fee. The firm generally invests client's cash balances in money market funds, FDIC Insured Certificates of Deposit, high-grade commercial paper or government-backed debt instruments. • Crypto Investment Trusts and Funds - These products offer investment exposure to cryptocurrencies by market capitalization, all through familiar investment product structures. The Trust and Fund’s investment objectives are for the value of its Shares to reflect the value of the underlying crypto currency held by the Trust, less fees and expenses but can trade at a premium or discount to such value. • Equity – Investments that generally refer to buying shares of stocks in return for receiving a future payment of dividends and capital gains if the value of the stock increases. The value of equity securities may fluctuate in response to specific situations for each company, industry conditions and the general economic environment. • Exchange Traded Funds (ETFs) – An ETF is a portfolio of securities invested to track a market index like an index mutual fund, but the shares are traded on an exchange like an equity. An ETF share price fluctuates intraday depending on market conditions instead of having a net asset value (NAV) that is calculated once at the end of the day. The shares may trade at a premium or discount; and as a result, investors pay when purchasing shares and receive more or less than when selling shares. The supply of ETF shares is regulated through a mechanism known as creation and redemption that involves large, specialized investors, known as authorized participants (APs). Authorized participants are large financial institutions with a high degree of buying power, such as market makers, banks or investment companies that provide market liquidity. When there is a shortage of shares in the market, the authorized participant creates more (creation). Conversely, the authorized participant will reduce shares in circulation (redemption) when supply falls short of demand. Multiple authorized participants help improve the liquidity of a particular ETF and stabilize the share price. To the extent that authorized participants cannot or are otherwise unwilling to engage in creation and redemption transactions, shares of an ETF tend to trade at a significant discount or premium and may face trading halts and delisting from the exchange. The performance of ETFs is subject to market risk, including the complete loss of principal. ETFs also have a trading risk based on cost inefficiency if the ETFs are actively traded and a liquidity risk if the ETFs has a significant price spread and low trading volume. In addition, investors buying or selling shares in the secondary market pay brokerage commissions, Page 16 of 37 Disclosure Brochure which is a cost not incurred by mutual funds. Like mutual funds, shares of an ETF represent partial ownership of an underlying portfolio of securities. o Inverse ETFs - An inverse ETF seeks to deliver inverse returns of underlying indexes. To achieve their investment results, inverse ETFs generally use derivative securities, such as swap agreements, forwards, futures contracts and options. Inverse ETFs are designed for speculative traders and investors seeking tactical day trades against their respective underlying indexes. Inverse ETFs only seek investment results that are the inverse of their benchmarks' performances for one day only. Inverse ETFs carry many risks and are not suitable for risk-averse investors. This type of ETF is best suited for sophisticated, highly risk-tolerant investors who are comfortable with taking on the risks inherent to inverse ETFs. The principal risks associated with investing in inverse ETFs include compounding risk, derivative securities risk, correlation risk and short sale exposure risk. Compounding risk is one of the main types of risks affecting inverse ETFs. Inverse ETFs held for periods longer than one day are affected by compounding returns. Since an inverse ETF has a single-day investment objective of providing investment results that are one times the inverse of its underlying index, the fund's performance likely differs from its investment objective for periods greater than one day. Investors who wish to hold inverse ETFs for periods exceeding one day must actively manage and rebalance their positions to mitigate compounding risk. • Exchange-Traded Notes (ETNs) – An ETN is a senior unsecured debt obligation designed to track the total return of an underlying market index or other benchmark. ETNs may be linked to a variety of assets, for example, commodity futures, foreign currency and equities. ETNs are similar to ETFs in that they are listed on an exchange and can typically be bought or sold throughout the trading day. • Fixed Income – Investments generally pay a return on a fixed schedule, though the amount of the payments can vary. This type of investment can include corporate and government debt securities, leveraged loans, high yield, and investment-grade debt and structured products. For example, mortgage and other asset-backed securities, although individual bonds may be the best-known type of fixed income security. In general, the fixed income market is volatile, and fixed income securities carry interest rate risk. (As interest rates rise, bond prices usually fall, and vice versa. This effect is often more pronounced for longer-term securities.) Fixed income securities also carry inflation risk, liquidity risk, call risk, and credit and default risks for both issuers and counterparties. The risk of default on treasury inflation protected/inflation-linked bonds is dependent upon the U.S. Treasury defaulting (extremely unlikely); however, they carry a potential risk of losing share price value, albeit rather minimal. Risks of Investing in foreign fixed income securities also include the general risk of non-U.S. investing. • Mutual Funds – A pool of funds collected from many investors to invest in securities such as stocks, bonds, money market instruments and similar assets. Page 17 of 37 Disclosure Brochure o Open-End Mutual Funds – A type of mutual fund that does not have restrictions on the amount of shares the fund will issue and will buy back shares when investors wish to sell. Investing in mutual funds carries the risk of capital loss, and thus you may lose money investing in mutual funds. All mutual funds have costs that lower investment returns. The funds can be of bond “fixed income” nature (lower risk) or stock “equity” nature. o Closed-End Mutual Funds – A type of mutual fund that raises a fixed amount of capital through an initial public offering (IPO). The fund is then structured, listed and traded like a stock on a stock exchange. Clients should be aware that closed-end funds available within the program are not readily marketable. To provide investor liquidity, the funds may offer to repurchase a certain percentage of shares at net asset value periodically. Thus, clients may be unable to liquidate all or a portion of their shares in these types of funds. o Alternative Strategy Mutual Funds – Certain mutual funds available in the program invest primarily in alternative investments and strategies. Investing in alternative investments or strategies may not be suitable for all investors and involves unique risks, such as risks associated with commodities, real estate, leverage, selling securities short, the use of derivatives, potential adverse market forces, regulatory changes and possible illiquidity. There are unique risks associated with mutual funds that invest principally in real estate securities, such as sensitivity to changes in real estate values and interest rates and price volatility because of the fund's concentration in the real estate industry. • Non-U.S. Securities – Foreign securities present certain risks such as currency fluctuation, political and economic change, social unrest, changes in government regulation, differences in accounting and the lesser degree of accurate public information available. • Margin Borrowings – The use of short-term margin borrowings may result in certain additional risks to a Client. For example, if securities pledged to brokers to secure a Client's margin accounts decline in value, the Client could be subject to a "margin call". Clients must either deposit additional funds with the broker or be the subject of mandatory liquidation of the pledged securities to compensate for the decline in value. • Regulation D Private Placements - Under the federal securities laws, any offer or sale of a security must either be registered with the SEC or meet an exemption. Regulation D under the Securities Act provides several exemptions from the registration requirements, allowing some companies to offer and sell their securities without having to register the offering with the SEC. However, a "Form D" must be electronically filed with the SEC after they first sell their securities. Form D is a brief notice that includes the names and addresses of the company’s promoters, executive officers and directors, and some details about the offering, but contains little other information about the company. Page 18 of 37 Disclosure Brochure • Short Sales - A short sale involves the sale of a security that the Client does not own in the hope of purchasing the same security at a later date at a lower price. To make delivery, the Client must borrow the security and is obligated to return the security to the lender, which is accomplished by a later purchase of the security. The Client realizes a profit or a loss as a result of a short sale if the price of the security decreases or increases respectively between the date of the short sale and the date on which the Client covers its short position, i.e., purchases the security to replace the borrowed security. A short sale involves the theoretically unlimited risk of an increase in the market price of the security that would result in a theoretically unlimited loss. • Unit Investment Trust (UIT) – An investment company that offers a fixed, unmanaged portfolio, generally of stocks and bonds, as redeemable "units" to investors for a specific period. It is designed to provide capital appreciation and dividend income. UITs can be resold in the secondary market. A UIT may be either a regulated investment corporation (RIC) or a grantor trust. The former is a corporation in which the investors are joint owners; the latter grants investors equal ownership in the UIT's underlying securities. Past performance is not a guarantee of future returns. Investing in securities and other investments involve a risk of loss that each Client should understand and be willing to bear. Clients are reminded to discuss these risks with the firm. Item 9 – Disciplinary Information There are no legal, regulatory or disciplinary events to disclose. Item 10 – Other Financial Industry Activities and Affiliations Investment Advisor Representatives can also be licensed insurance agents to sell insurance products for commission compensation. Prosperitus Wealth Accounting, LLC Prosperitus Wealth Accounting, LLC offers individual and business tax preparation and filing, ongoing bookkeeping and financial reporting, payroll processing, and entity-level accounting for closely held and multi- entity structures. Such services are designed to complement the advisory services provided by Prosperitus Wealth Advisors, LLC. Prosperitus Wealth Accounting, LLC and Prosperitus Wealth Advisors are separate legal entities under common control, based on an indirect minority ownership interest. Common ownership and control creates a conflict of interest. • Financial Incentive: Common ownership and control create a direct financial incentive to recommend services based on revenue generated, rather than solely on the client's best interests. Prosperitus Wealth Advisors, LLC benefits from revenue generated by Prosperitus Wealth Accounting, LLC. Page 19 of 37 Disclosure Brochure • Impaired Objectivity: Common ownership and control compromise the ability to evaluate competing services objectively. Prosperitus Wealth Advisors, LLC has a financial disincentive to recommend a competitor’s services even if such services might be more suitable or cost-effective. • Comparative Services and Fees: Similar or superior accounting services offered by unaffiliated providers may be available at lower fees or with different fee structures. Clients are encouraged to compare the services and fees available in the marketplace. Prosperitus Wealth Advisors, LLC does not conduct systematic comparisons accounting fees. Prosperitus Wealth Advisors, LLC is subject to a fiduciary duty that requires acting in each client’s best interest with the utmost good faith, and full and fair disclosure of all material facts. Clients are under no obligation to engage Prosperitus Wealth Accounting, LLC and may select any accounting service provider of their choosing without any adverse effect on advisory services. Clients who choose to engage Prosperitus Wealth Accouting, LLC will enter into a separate written agreement and may terminate that relationship at any time in accordance with the terms of that separate agreement. Prosperitus Wealth Advisors, LLC is not a party to the Prosperitus Wealth Accounting, LLC agreement; the client's relationship with Prosperitus Wealth Accounting, LLC is independent of the advisory relationship. Item 11 – Code of Ethics, Participation or Interest in Client Transactions and Personal Trading Code of Ethics Prosperitus Wealth Advisors has implemented a Code of Ethics (the “Code”) that defines our fiduciary commitment to each Client. This Code applies to all persons associated with the firm (our “Supervised Persons”). The Code was developed to provide general ethical guidelines and specific instructions regarding our duties to you, our Client. The firm and its Supervised Persons owe a duty of loyalty, fairness and good faith towards each Client. The firm's Supervised Persons must adhere not only to the specific provisions of the Code but also to the general principles that guide the Code. The Code covers a range of topics that address employee ethics and conflicts of interest. To request a copy of our Code, please contact us at (954) 400-1470 or by email at info@prosperituswealth.com. Personal Trading with Material Interest Prosperitus Wealth Advisors allows our Investment Advisor Representatives to purchase or sell the same securities as clients. The firm does not act as a principal in any transactions. Also, the firm does not act as the general partner of a fund or advise an investment company. The firm does not have a material interest in any securities traded in Client accounts. Personal Trading in Same Securities as Clients Prosperitus Wealth Advisors allows our Investment Advisor Representatives to buy or sell the same securities as Clients. Owning the same securities we recommend or implement (buy or sell) to clients creates a conflict of Page 20 of 37 Disclosure Brochure interest that, as fiduciaries, the firm must disclose and mitigate through policies and procedures. As noted above, the firm has adopted the Code to address insider trading (material non-public information controls); gifts and entertainment; outside business activities and personal securities reporting. The firm will require personal securities trades made by its Supervised Persons be reported to the Chief Compliance Officer (“CCO”) for review. Christian Urbina serves as the CCO and an Investment Advisor Representative. The firm has also adopted written policies and procedures to address the misuse of material, non-public information. Personal Trading at the Same Time as Clients While the firm allows our Investment Advisor Representatives to buy or sell the same securities as Clients, such trades are typically aggregated with Client orders or traded afterwards. At no time will the firm or any Investment Advisor Representative trade to the detriment of any Client. Item 12 – Brokerage Practices Prosperitus Wealth recommend that clients in need of brokerage and custodial services utilize a qualified custodian. Broker/Dealer Services Broker/Dealers charge brokerage commissions and transaction fees for effecting certain securities transactions (i.e., transactions fees are charged for certain no-load mutual funds, commissions are charged for individual equity and debt securities transactions). A broker/dealer enables the firm to obtain many no-load mutual funds without transaction charges and other no-load funds at nominal transaction charges. The commission rates are generally considered discounted from customary retail commission rates. However, the commissions and transaction fees charged may be higher or lower than those charged by other custodians and broker-dealers. Some of these transaction fees are covered by the Company under its wrap program. As part of the arrangement, the selected broker/dealer makes available, at no additional charge, certain research and brokerage services, including research services obtained directly from independent research companies, as selected by the firm (within specified parameters). These research and brokerage services can be used by the firm to manage accounts for which it has investment discretion. Services provided include research (including mutual fund research, third-party research, and proprietary research), brokerage, clearing, custody, and access to mutual funds and other investments that are available only to institutional investors or would require a significantly higher minimum initial investment. Research and brokerage services presently include: • access to a full array of proprietary and third-party investment offerings, spanning alternatives, structured products, separately managed accounts and mutual funds; • comprehensive technology integration, training and support; • Integrated Trust Services offering efficient, custody and clearing; business-building solutions ranging from marketing support to client management tools; Page 21 of 37 Disclosure Brochure integrated charitable and foundation services; and, • • leading retirement programs and offerings to help the firm meet both the asset accumulation and income distribution needs of its clients. The firm may also receive additional services. Without this arrangement, the firm would need to purchase the same or similar services at its own expense. Custodial Services The custodian provides access to institutional brokerage services (trading, custody, reporting, and related services), many of which are not typically available to retail customers. The Custodian also makes available various support services. Some of those services help us manage or administer our clients' accounts, while others help us manage and grow our business. Support services are generally available on an unsolicited basis (we don't have to request them) and at no charge to us. Following is a more detailed description of custodian’s support services: Investment products which might not otherwise be available • Access to a broad range of investment products • Execution and custody of assets. • • Lower minimum initial investments The custodian offers certain products and services to Prosperitus Wealth Advisors that do not directly benefit clients, but these products and services assist in managing and administering accounts, such as: Investment research, • • Software and other technology that provide access to client account data (such as duplicate trade confirmations and account statements) • Facilitate trade execution and allocate aggregated trade orders for multiple client accounts • Provide pricing and other market data • Facilitate payment of our fees from our clients' accounts • Assist with back-office functions, recordkeeping, and client reporting The custodian offers other services intended to help us manage and further develop our business enterprise. These services include: • Educational conferences and events • Consulting on technology, compliance, legal, and business needs • Publications and conferences on practice management and business succession • Access to employee benefits providers, human capital consultants, and insurance providers • Marketing consulting and support Page 22 of 37 Disclosure Brochure The custodian provides some of these services itself. In other cases, it will arrange for third-party vendors to provide the services. The custodian may also discount or waive fees for some of these services or pay all or a part of a third party's fees. The custodian may also provide other benefits, such as occasional business entertainment of our personnel. The availability of these services benefit the firm because we do not have to produce or purchase them. The firm does not have to pay for the custodian’s services. The custodian has also agreed to provide to, without a cost, technology, research, marketing, and compliance consulting products and services once the value of our clients' assets in accounts at the custodian reaches at set amount. • These services are not contingent upon us committing any specific amount of business to the custodian in trading commissions or assets in custody. • This creates an incentive to recommend that clients maintain accounts with the custodian, based on our interest in receiving the services that benefit our business and payment for services for which we would otherwise have to pay rather than based on your interest in receiving the best value in custody services and the most favorable execution of your transactions. This is a conflict of interest. In some cases, the services that the custodian pays for are provided by an affiliate or by another party that has some pecuniary, financial or other interests. This creates an additional conflict of interest. This conflict of interest is mitigated by the fiduciary duty to act in a best interests. Best Execution In seeking best execution, the determining factor is not the lowest possible cost, but whether the transaction represents the best qualitative execution, taking into consideration the full range of a broker-dealer’s services, including the value of research provided, execution capability, commission rates, and responsiveness. Accordingly, although we will seek competitive rates, we may not necessarily obtain the lowest possible commission rates for client transactions. Aggregation & Allocation of Transactions Although each client’s portfolio accounts are individually managed, we may purchase or sell the same securities at the same time for multiple clients. When this occurs, it is often advantageous to aggregate the securities of multiple clients into one trading block for execution. If your portfolio securities are purchased or sold in an aggregated transaction with the securities of other clients, you will all receive the same execution price, and if the aggregated purchase or sale involves several executions to complete the transaction, you will all receive the average price paid or received on the aggregated transaction. However, if an aggregated transaction results in only a partial execution and the equal allocation of the partial execution amongst multiple clients would result in an inefficient trading unit in client portfolios, we reserve the right to allocate the transaction to specific individual clients on an equitable rotational basis so that over time no Page 23 of 37 Disclosure Brochure client is disadvantaged in the management of its portfolio. Directed Brokerage Prosperitus Wealth Advisors does not accept directed brokerage arrangements (when a client requires that account transactions be affected through a specific broker-dealer). Soft Dollars Soft dollars are revenue programs offered by broker/dealers whereby an advisor enters into an agreement to place security trades in exchange for research and other services. Prosperitus Wealth Advisors receives support services without cost, at a discount, and/or at a negotiated rate, that include such things as research reports or other information about particular companies or industries; economic surveys, data and analyses; financial publications; portfolio evaluation services; financial database software and services; computerized news and pricing services; quotation equipment for use in running software used in investment decision-making. These support services are provided based on the overall relationship without a minimum production level or value of assets held with the custodian. Consequently, it is not the result of soft dollar arrangements or any other express arrangements that involves the execution of client transactions as a condition to the receipt of services. Economic Benefits As a registered investment adviser, we have access to the institutional platform of your account custodian. As such, we will also have access to research products and services from your account custodian and/or other brokerage firm. These products may include financial publications, information about particular companies and industries, research software, and other products or services that provide lawful and appropriate assistance to our firm in the performance of our investment decision- making responsibilities. Such research products and services are provided to all investment advisers that utilize the institutional services platforms of these firms and are not considered to be paid for with soft dollars. However, you should be aware that the commissions charged by a particular broker for a particular transaction or set of transactions may be greater than the amounts another broker who did not provide research services or products might charge. Item 13 – Review of Accounts Frequency of Reviews Client accounts are monitored on a regular and continuous basis. Formal reviews are generally conducted at least annually or more frequently as needed. The surveillance process focuses on accounts that have potential issues in the following areas: • Asset Allocation • Risk Tolerance • Senior Suitability • Market Performance • Trading Inactivity • High Cash Balance • Position Concentration Page 24 of 37 Disclosure Brochure Causes for Reviews Accounts can be reviewed as a result of significant changes in economic conditions, known changes in the Client's financial situation, or large deposits or withdrawals in the Client's account. Clients are encouraged to notify the firm if changes occur in their financial situation that could affect their investment plan. Review Reports Clients will receive statements no less than quarterly from the custodian. These statements are sent directly from the Custodian to the Client. The Client can also establish electronic access to the custodian’s website to view statements and account activity. Client statements will include all positions, transactions and fees. Item 14 – Client Referrals and Other Compensation Prosperitus Wealth Advisors and Investment Advisor Representatives can receive additional compensation from product sponsors. However, such compensation may not be tied to the sale of products. Compensation can include such items as gifts valued at less than $100 annually, such as an occasional dinner or ticket to a sporting event, or reimbursement in connection with educational meetings with Investment Advisor Representative, client workshops or events, marketing events or advertising initiatives, including services for identifying prospective clients. Product sponsors may also pay for or reimburse Prosperitus Wealth Advisors for the costs associated with, education or training events that are attended or sponsored by Prosperitus Wealth Advisors. Client Referrals from Solicitors Prosperitus Wealth Advisors uses solicitors to refer prospective clients to the firm for a fee. Such fees are paid as a portion of the advisory fee if an account is opened. The advisory fees are not higher as a result of the solicitor’s fee. Prior to a referral, solicitors for the firm enter into an agreement with Prosperitus Wealth Advisors and are required to provide this disclosure brochure and obtain an assigned disclosure acknowledgement. Item 15 – Custody Prosperitus Wealth Advisors does not have direct custody of client funds or securities. However, as a consequence of the authority to make withdrawals from client accounts to pay advisory fees the firm provides the following safeguards: 1. The firm obtains written authorization from the client to deduct advisory fees from the account held with the qualified custodian; 2. Each time a fee is directly deducted from a client account, the firm will concurrently send the qualified custodian an invoice of the amount of the fee to be deducted from the client’s account and send the client an invoice itemizing the fee. Itemization includes the formula used to calculate the fee, the amount of assets under managements the fee is based on, and the time period covered by the fee. Page 25 of 37 Disclosure Brochure Item 16 – Investment Discretion Clients can determine to engage the firm to provide investment advisory services on a discretionary, or non-discretionary basis. Full discretion includes the authority to determine the securities to be bought or sold as well as the amount. Before the firm assuming discretionary authority over a Client’s account, the Client shall be required to execute a written agreement, granting the firm full or limited power to buy, sell, or otherwise affect transactions. Item 17 – Voting Client Securities Prosperitus Wealth Advisors does not vote client proxies. Item 18 – Financial Information Neither the firm nor its management have any adverse financial situations that would reasonably impair their ability to meet all obligations to its Clients. • Neither the firm nor any of its control persons, has been subject to a bankruptcy or financial compromise. • The firm does not collect advance fees of $500 or more for services to be performed six months or more in the future. Item 19 –Requirements for State Registered Advisors Information about Investment Advisor Representatives of Prosperitus Wealth Advisors is provided in their individual ADV 2B disclosure brochure. Prosperitus Wealth Advisors does not charge performance-based fees for its investment advisory services. The fees charged by Prosperitus Wealth Advisors are not based upon the capital appreciation of the funds or securities held by any client. Disciplinary Information Securities laws require the disclosure of any instances where the Investment Advisor or its advisory persons have been found liable in a legal, regulatory, civil or arbitration matter that alleges a violation of securities and other statutes; fraud; false statements or omissions; theft, embezzlement or wrongful taking of property; bribery, forgery, counterfeiting, or extortion; and/or dishonest, unfair or unethical practices. • There are no legal, civil or disciplinary events to disclose regarding Prosperitus Wealth Advisors or any Investment Advisor Representative. • Neither Prosperitus Wealth Advisors nor any Investment Advisor Representative has ever been involved in any regulatory, civil or criminal action. Page 26 of 37 Disclosure Brochure • There have been no client lawsuits, arbitration claims or administrative proceedings against Prosperitus Wealth Advisors or any Investment Advisor Representative. Material Relationships with Issuers of Securities Neither Prosperitus Wealth Advisors nor any Investment Advisor Representative has a relationship or arrangement with any issuer of securities. Page 27 of 37 Disclosure Brochure Item 1 – Cover Page Registered As: Registered as Prosperitus Wealth Advisors, LLC Appendix 1 – Wrap Fee Program Brochure April 06, 2026 This Form ADV2A - Appendix 1 (“Wrap Fee Brochure”) provides information about the qualifications and business practices for Prosperitus Wealth Advisors (“the firm") services when offering services according to a wrap program. This Wrap Fee Brochure shall always be accompanied by the firm’s Disclosure Brochure, which provides complete details on the business practices of the firm. If you did not receive the firm Disclosure Brochure or you have any questions about the contents of this Wrap Fee Brochure or the firm Disclosure Brochure, please contact us at (954) 400-1470 or by email at info@prosperituswealth.com. The information in this brochure has not been approved or verified by the United States Securities and Exchange Commission or by any state securities authority. Additional information about the firm and its advisory persons are available on the SEC’s website at www.adviserinfo.sec.gov by searching for our firm name or by our CRD No. 306630. Registration does not imply a certain level of skill or training. Page 28 of 37 Disclosure Brochure Item 2 - Material Changes If the firm amends this brochure so that it contains material changes from the last annual update, the changes will be identified in this item. Clients will receive, at no charge, a summary of any material changes within 120 days of the firm's fiscal year- end and promptly (generally within 30 days) after any material changes throughout the year. Page 29 of 37 Disclosure Brochure Item 3 – Table of Contents Item 1 – Cover Page ……………………………………………………………………………..…..……….. 28 Item 2 – Material Changes ……………………………………………………………….……………….…. 29 Item 3 – Table of Contents ……………………………………………..……………….............................… 30 Item 4 – Services, Fees and Compensation ……………………….………….………….………....……….. 31 Item 5 – Account Requirments and Types of Clients …………….……………………………………...… 32 Item 6 – Portfolio Manager Selection and Evaluation ……………………………………..……..……….. 32 Item 7 – Client Information Provided by Portfolio Managers ………….…………………………..…….. 33 Item 8 – Client Contact with Portfolio Managers …………………………..……………….....………..… 33 Item 9 – Additional Information …………………………………………………………..…...................… 33 Item 10 – Requirements for State Registered Advisors …………………………………………………… 34 Page 30 of 37 Disclosure Brochure Item 4 – Services, Fees and Compensation Prosperitus Wealth Advisors provides investment advisory services where the asset management fee and ticket charges are "wrapped" into a single payment. This Wrap Fee Program Brochure is provided as a supplement to the firm’s Disclosure Brochure (Form ADV 2A) to provide further details of the business practices and fee structure. This Wrap Fee Program Brochure references back to the firm’s Form ADV 2A in which this Wrap Fee Program Brochure serves as an Appendix. • Please see Item 4 – Advisory Services of the Form ADV 2A for details on the firm’s investment philosophy and related services. • Please see Iten 5 – Fees and Compensation of the Form ADV 2A for detaisl regarding fees and compensation. Properitus Wealth Advisors does not charge a higher fee for a wrap fee program. Prosperitus Wealth Advisors is the sponsor and portfolio manager of this Wrap Fee Program and receives investment advisory fees paid by Clients and pays the Custodian for the costs associated with the regular trading activity. Participation in a wrap fee program may cost more or less than purchasing such services separately. However, Prosperitus Wealth Advisors does not offer a transaction based pricing model. • The benefits under a wrap fee program depend, in part, upon the size of the account, the costs associated with managing the account, and the frequency or type of securities transactions executed in the account. • A wrap fee program may not be suitable for all accounts, including but not limited to accounts holding primarily, and for any substantial period of time, cash or cash equivalent investments, fixed income securities or no-transaction-fee mutual funds, or any other type of security that can be traded without commissions or other transaction fees. • In order to evaluate whether a wrap fee arrangement is appropriate for you, you should compare the agreed-upon Wrap Program Fee and any other costs associated with participating in our Wrap Fee Program with the amounts that would be charged by other advisers, broker/dealers, and custodians, for advisory fees, brokerage and execution costs, and custodial services comparable to those provided under the Wrap Fee Program. Conflict of Interest. When managing a client's account on a wrap fee basis, we receive as compensation for our investment advisory services, the balance of the total wrap fee you pay after custodial, trading and other management costs (including execution and transaction fees) have been deducted. Accordingly, we have a conflict of interest because we have a financial incentive to maximize our compensation by seeking to reduce or minimize the total Page 31 of 37 Disclosure Brochure costs incurred in your account(s) subject to a wrap fee. More specifically, a wrap fee arrangement creates incentive to trade less frequently or select investments that that reduce our costs, and in some cases increase expenses that are borne by the client. Additionally, the custodian generally does not charge commissions [or transaction fees] for online trades of U.S. exchange-listed equities, U.S. exchange-listed ETFs, and no-transaction-fee (“NTF”) mutual funds. This means that, in most cases, when we buy these types of securities, we can do so without paying. We are available to discuss the custodian’s execution related pricing with you so that you can compare the total costs of entering into a wrap fee arrangement versus a non-wrap fee arrangement. If you choose to enter into a wrap fee arrangement, your total cost to invest could exceed the cost of paying for brokerage and advisory services separately. Additional Fees A wrap fee is not based directly on the number of transactions in your account. Various factors influence the relative cost of our wrap fee program to you, including the cost of our investment advice, custody and brokerage services if you purchased them separately, the types of investments held in your account, and the frequency, type and size of trades in your account. The program could cost you more or less than purchasing our investment advice and custody/brokerage services separately. Our wrap fee covers our advisory services and the brokerage and execution services provided by the custodian. As a result, we have an incentive to execute transactions for your account at our selected custodian. Our wrap fee does not cover all fees and costs. The fees not included in the wrap fee include charges imposed directly by a mutual fund, index fund, or exchange traded fund which shall be disclosed in the fund’s prospectus such as fund management fees and other fund expenses, mark-ups and mark-downs, spreads paid to market makers, fees (such as a commission or markup) for trades executed away at another broker/dealer, wire transfer fees and other fees and taxes on brokerage accounts and securities transactions. Item 5 – Account Requirements and Types of Clients Please see Item 7 – Types of Clients in the Form ADV 2A Disclosure Brochure. There is no minimum amount required to open or maintain an account. Item 6 - Portfolio Manager Selection and Evaluation Prosperitus Wealth Advisors serves as sponsor and portfolio manager for the services under this Wrap Fee Program. The firm does not charge performance-based fees. Prosperitus Wealth Advisors does not accept proxy-voting responsibility. Clients will receive proxy statements directly from the Custodian. Prosperitus Wealth Advisors can assist in answering questions relating to proxies; however, the Client retains the sole responsibility for proxy decisions and voting. Page 32 of 37 Disclosure Brochure Item 7 – Client Information Provided to Portfolio Managers Prosperitus Wealth Advisors is the sponsor and sole portfolio manager for the Program. There is no other portfolio manager where client information can be shared. Item 8 – Client Contact with Portfolio Managers Prosperitus Wealth Advisors is a full-service investment management advisory firm. Clients always have direct access to the Portfolio Managers at the firm. Item 9 – Additional Information The backgrounds, disciplinary information (none) and other financial industry activities and affiliations is available on the Investment Advisor Public Disclosure website at www.adviserinfo.sec.gov by searching for our firm name or by our CRD No. 306630. Please also see Item 9 of the firm Disclosure Brochure as well as Item 3 of each Investment Advisor Representatives Form ADV 2B Brochure Supplement (included with this Wrap Fee Program Brochure) for additional information on how to research the background information. Prosperitus Wealth Advisors has implemented a Code of Ethics that defines our fiduciary commitment to each Client. The details of the Code of Ethics can be found under Item 11 – Code of Ethics, Participation in Client Transactions and Personal Trading in the Disclosure Brochure (included with this Wrap Fee Program Brochure). Client accounts are monitored on a regular and continuous basis by the Chief Compliance Officer (“CCO”). Details of the review policies and practices are provided in Item 13 of the Form ADV Part 2A – Disclosure Brochure. Please see Item 14 – Other Compensation in the Form ADV Part 2A – Disclosure Brochure (included with this Wrap Fee Brochure) for details on additional compensation that may be received by the firm or its Investment Advisor Representatives. Each Investment Advisor Representative’s Form ADV 2B Brochure Supplement (also included with this Wrap Fee Brochure) provides details on any outside business activities and the associated compensation. • Prosperitus Wealth Advisors pays a referral fee for the introduction of clients. • Financial information is available in Item 18 of the Form ADV Part 2A – Disclosure Brochure. Page 33 of 37 Disclosure Brochure Item 10 – Requirements for State Registered Advisors Prosperitus Wealth Advisors nor any Investment Advisor Representative has a relationship or arrangement with any issuer of securities. Neither the entity nor individuals are engaged in any other business beyond providing financial services. • 95% of the time is allocated towards investment advisory services (approximately). • 5% of the time is allocated to insurance products (approximately). • 0% of the time is allocated to brokerage products (approximately). Investment Advisor Representatives maintain professional liability insurance for their advisory business. Upon request, a copy of the insurance agreement will be provided within 30 days. Page 34 of 37 Disclosure Brochure Privacy Policy Effective: April 06, 2026 Our Commitment to You Prosperitus Wealth Advisors (“the firm”) is committed to safeguarding the use of personal information of our Clients (also referred to as “you” and “your”) that we obtain as your Investment Advisor, as described herein our Privacy Policy ("Policy"). Our relationship with you is our most important asset. We understand that you have entrusted us with your private information, and we do everything that we can to maintain that trust. The firm (also referred to as "we", "our" and "us") protects the security and confidentiality of personal information. Additionally, the firm has implemented controls to ensure that such information is used for proper business purposes in connection with the management or servicing of our relationship with you. Prosperitus Wealth Advisors does not sell your non- public personal information to anyone. Nor do we provide such information to others except for discrete and reasonable business purposes in connection with the servicing and management of our relationship with you, as discussed below. Details of our approach to privacy and how your personal non-public information is collected and used is outlined in this Policy. What you need to know? Registered Investment Advisors (“RIAs”) must share some of your personal information in the course of servicing your account. Federal and State laws give you the right to limit some of this sharing and require RIAs to disclose how we collect, share, and protect your personal information. What information do we collect from you? Driver’s license number Date of birth Social security or taxpayer-identification number Assets and liabilities Name, address and phone number(s) Income and expenses E-mail address(es) Investment activity Account information (including other institutions) Investment experience and goals What Information do we collect from other sources? Custody, brokerage and advisory agreements Account applications and forms Other advisory agreements and legal documents Investment questionnaires and suitability documents Transactional information with us or others Additional information needed to service account Page 35 of 37 Disclosure Brochure How do we protect your information? To safeguard your personal information from unauthorized access and use, we maintain physical, procedural and electronic security measures. These include such safeguards as secure passwords, encrypted file storage and a secure office environment. Our technology vendors provide security and access control over personal information and have policies over the transmission of data. Our associates are trained on their responsibilities to protect the Client's personal information. We require third parties that assist in providing our services to you to protect the personal information they receive from us. How do we share your information? An Registered Investment Advisor shares Client personal information to implement its services effectively. In the section below, we list some reasons we may share your personal information. Basis For Sharing Do we share? Can you limit? Yes No Servicing our Clients We share information with technology vendors and third-party service providers to manage and support operations and regulatory compliance (such as administrators, brokers, custodians, regulators, credit agencies, consultants and other financial institutions) as necessary to provide agreed-upon services, consistent with applicable law, including but not limited to: processing transactions; general account maintenance; responding to regulators or legal investigations; and credit reporting. No Not Shared Marketing Purposes The firm does not disclose and does not intend to disclose, personal information with non-affiliated third parties to offer you services. Specific laws may give us the right to share your personal information with financial institutions where you are a customer and where Prosperitus Wealth Advisors or the client has a formal agreement with the financial institution. We will only share information for purposes of servicing your accounts, not for marketing purposes. Yes Yes Authorized Users Your non-public personal information may be disclosed to you and persons that we believe to be your authorized agent(s) or representative(s). No Not Shared Information About Former Clients The firm does not disclose and does not intend to disclose, non-public personal information to non-affiliated third parties concerning persons who are no longer our Clients. Page 36 of 37 Disclosure Brochure Changes to our Privacy Policy We will send you a copy of this Policy annually for as long as you maintain an ongoing relationship with us. Periodically we may revise this Policy and will provide you with a revised policy if the changes materially alter the previous Privacy Policy. We will not, however, revise our Privacy Policy to permit the sharing of non-public personal information other than as described in this notice unless we first notify you and provide you with an opportunity to prevent the information sharing. Any Questions? You may ask questions or voice any concerns, as well as obtain a copy of our current Privacy Policy by contacting us at (954) 400-1470 or info@prosperituswealth.com. Page 37 of 37 Disclosure Brochure

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