Prospero Wealth, LLC

Part 2A of Form ADV: Firm Brochure Item 1 - Cover Page Prospero Wealth, LLC d/b/a CapitalWe LLC CRD# 289966 ADV Part 2A, Firm Brochure Dated: July 2 2 , 2026 7724 35th Ave NE #15170 Seattle, WA 98115 - 9955 (971) 716 - 1991 Contact: Eric Franklin, Chief Compliance Officer www.prosperowealth.com ot This brochure provides information about the qualifications and business practices of Prospero Wealth, LLC. If you have any questions about the contents of this brochure, please contact us at legal@prosperowealth.com. The information in this brochure has n been approved or verified by the United States Securities and Exchange Commission or by any state securities authority. Additional information about Prospero Wealth, LLC also is available on the SEC’s website at www.adviserinfo.sec.gov. References herein to Prospero Wealth, LLC as a “registered investment adviser” or any reference to being “registered” does not imply a certain level of skill or training. 1  Item 2 - Material Changes 19 , 202 6 . The following changes have The last annual update of this Brochure was filed on March been made to this version of the Disclosure Brochure: ● 2026 - 06 - 29 : The use of Pontera to assist in managing held - away retirement accounts was added in Items 4 and 5. ● 2026 - 06 - 29 : The use of Interactive Brokers for custodian services was added in Items 5 and 12. ● 2026 - 06 - 29: Item 5 has been updated to disclose that Clients who are participating in Long - Short accounts with Symmetry will be billed an additional 0.15% annual advisory fee. vided to each Client annually From time to time, we may amend this Brochure to reflect changes in our business practices, changes in regulations, and routine annual updates as required by securities regulators. Either this complete Brochure or a Summary of Material Changes shall be pro and if a material change occurs in the business practices of Prospero Wealth, LLC. 2  Item 3 - Table of Contents Item 1 - Cover Page Item 2 - Material Changes Item 3 - Table of Contents Item 4 - Advisory Business Item 5 - Fees and Compensation Item 6 - Performance - Based Fees and Side - By - Side Management Item 7 - Types of Clients Item 8 - Methods of Analysis, Investment Strategies and Risk of Loss Item 9 - Disciplinary Information Item 10 - Other Financial Industry Activities and Affiliations Item 11 - Code of Ethics, Participation or Interest in Client Transactions and Personal Trading Item 12 - Brokerage Practices Item 13 - Review of Accounts Item 14 - Client Referrals and Other Compensation Item 15 - Custody Item 16 - Investment Discretion Item 17 - Voting Client Securities Item 18 - Financial Information 1 2 3 4 8 12 12 13 16 17 18 19 24 25 26 30 31 32 3  Item 4 - Advisory Business d/b/a CapitalWe LLC (the “Registrant” o ) was r “Prospero” or “CapitalWe” The d/b/a names were secured in The firm became a registered investment advis er with the State of Washington Mr. Eric Franklin is the Prospero Wealth, LLC formed on September 17, 2016 in the State of Washington. December 2025. in May 2018. The firm transitioned to SEC registration in November 2025. sole direct owner of the firm. As discussed below, the Registrant offers to its clients (individuals, high net worth individuals, businesses, and trusts) discretionary investment management and financial planning services on a fee - only basis. INVESTMENT MANAGEMENT SERVICES fee - only basis. The and/or advisement . Prior to engaging with the Registrant setting forth the terms and conditions of the Prospero provides discretionary investment advisory services on a Registrant’s annual investment advisory fee is based upon a percentage (%) of the market value of the assets placed under the Registrant’s management the Registrant to provide investment advisory services, clients are required to enter into an Investment Advisory Agreement engagement (including termination), describing the scope of the services to be provided, and the fee that is due from the client. [opposite] result of the ding index) as an investment strategy and/or for the Inverse/Enhanced Market Strategies. The Registrant may utilize long and short mutual funds and/or exchange traded funds that are designed to perform in either an: (1) inverse relationship to certain market indices (at a rate of 1 or more times the inverse corresponding index) as an investment strategy and/or for the purpose of hedging against downside market risk; and (2) enhanced relationship to certain market indices (at a rate of 1 or more times the actual result of the correspon purpose of increasing gains in an advancing market. There can be no assurance that any such strategy will prove profitable or successful. In light of these enhanced risks/rewards, a client may direct the Registrant, in writing, not to employ any or all such strategies for his/her/their/its accounts. nal benchmarks. rm in an inverse relationship to The Registrant provides investment advisory services specific to the needs of each client. Before providing investment advisory services, an investment adviser representative will ascertain each client’s investment objective(s) based upon a review of perso Thereafter, the Registrant will allocate investment assets, consistent with the designated investment objective(s), primarily among individual securities and exchange traded funds (“ETFs”), (including inverse ETFs that are designed to perfo certain market indices). In addition to managing investment portfolios directly, we will also provide ongoing advice and supervision on accounts that the client chooses to have us monitor and provide recommendations for but cannot be transferred to one of our recommended custodians listed in Item 12. These accounts may include 529 Plans, 401(k) and other employer sponsored tax qualified accounts, as well as other brokerage accounts that the client maintains at other financial institutions (“held-away accounts”). This portion of the service will include Prospero Wealth, LLC’s selection of the appropriate investments based on the options that are available for the clients' held away account(s) and ongoing monitoring and reporting on those accounts. Prospero Wealth, LLC may include the value of any held away accounts when calculating the total advisory fee for accounts in which Prospero Wealth, LLC provides ongoing advice and supervision. Access to certain held-away accounts is achieved by the Client giving permission via a provided link through Pontera for the Advisor to make asset allocation changes via the Client’s online login credentials. 4  These online credentials are never made available to, held or stored by PW. Access is restricted and Advisor will only have permissions to make changes to the allocation of funds or other securities in the account and will not at any time be able to adjust, add to or subtract from investment options, or any other plan policies or fees assessed by the plan or the fund providers, access the financial assets in the account, make deposits, withdrawals or distributions. These assets will be monitored using third party account aggregation software where the account values and holdings are transmitted and viewed from the account aggregation software. These assets are included in calculating the total assets under management when assessing the annual advisory fee. e, which are laws governing When we provide investment advice to you regarding your retirement plan account or individual retirement account, we are fiduciaries within the meaning of Title I of the Employee Retirement Income Security Act and/or the Internal Revenue Code, as applicabl retirement accounts. The way we make money creates some conflicts with your interests, so we operate under a special rule that requires us to act in your best interest and not put our interests ahead of yours. Under this special rule’s provisions, we must: ● Meet a professional standard of care when making investment recommendations (give prudent advice); ● Never put our financial interests ahead of yours when making recommendations (give loyal advice); ● Avoid misleading statements about conflicts of interest, fees, and investments; ● Follow policies and procedures designed to ensure that we give advice that is in your best interest; ● Charge no more than is reasonable for our services; and ● Give you basic information about conflicts of interest. the Registrant and $0 in non - reports $ 110,555,693 in discretionary As of December 31 , 2025, discretionary assets under management. Please Note: If the client engages any such recommended professional, and a dispute arises thereafter relative to such engagement, the client agrees to seek recourse exclusively from and against the engaged professional. It remains the client’s responsibility to promptly notify the Registrant if there is Please Also Note: ever any change in his/her/its financial situation or investment objectives for the purpose of reviewing/evaluating/revising Registrant’s previous recommendations and/or services. Client restrictions. The client may impose restrictions on the Registrant to avoid buying or selling specific securities. Any such restrictions must be submitted to the Registrant in writing and will take effect within two trading days. FINANCIAL PLANNING SERVICES - investment matters, such as retirement planning, estate planning, Prospero provides financial planning and/or consulting services both on a standalone basis and in conjunction with the investment management services outlined above. These services include advice on investment and non and insurance planning. We only provide these services upon request and may not provide them to all clients. We determine in our sole discretion whether to provide these services for a given client. Our planning and consulting f ees are negotiable, but are typically charged $250 on an 5  hourly basis, approved in advance by the client. Prospero bases its fees on the level and scope of the services we provide to a given client and consider other factors such as your specific needs and circumstances. With the exception of any funds managed by Before we provide any planning or consulting services, a client enters into a written Investment Advisory Agreement with Prospero describing the scope of services we will provide and indicating any portion of the fee due up front. Prospero in a discretionary management capacity as described in the preceding section, financial planning clients retain absolute discretion over all implementation decisions and are free to accept or reject any r ecommendation Prospero makes. under no obligation to effect the A conflict exists between the interests of the investment adviser and the interests of the client. The client is under no obligation to act upon the investment adviser recommendation. If the client elects to act on any of the recommendations, the client is transaction through the investment adviser. TAX PREPARATION SERVICES - party accounting firm for the preparation and filing of d parties for recommending In certain cases, we will recommend tax preparation services to financial planning clients and will refer them to a recommended third clients’ tax returns. We do not receive any compensation from thir their services to clients. In other cases, will assist clients in the coordination of annual individual tax returns. We are not an accounting or tax practice and do not file tax returns on behalf of clients. If Clients choose to utilize one of our recommended tax professionals and upon Client's prior consent, we will work with both parties to gather all necessary data, forms, and work collaboratively to help Clients file their tax returns in a timely manner . ESTATE PLANNING SERVICES - party company, Wealth.com. We license Our firm provides estate planning services via a 3rd this software on behalf of our clients, who may choose to draft their own estate plans using the software. still receive a bespoke human Wealth.com provides a holistic estate planning solution that allows users to create, manage and administrate estate plans through a technology platform. Wealth.com facilitates an optional hybrid model where clients can start the process digitally, but experience by consulting live with one of our local T&E attorney partners for a fee. Advisors purchase access to the Wealth platform as an annual license and can then invite or refer an unlimited number of clients to the plat form for estate planning. Wealth.com, not - only visibility of t he client account so that we can help ensure they Wealth.com allows our clients to create estate planning documents to action the legacy objectives that we have designed together. Once referred to Wealth.com, our client enters the Wealth.com platform and is guided through the document creation process by by the advisor. Though advisors can refer clients to the platform, we are not involved with the drafting of the legal documents and do not have the ability to make selections for the client. As advisors, we receive read complete the process of creating their estate planning documents and so that we can continue to monitor for optimization opportunities. 6  rules of conduct. Wealth.com From a compliance standpoint, offering a Wealth.com account to a client is no different from any other estate planning referral an advisor makes. Wealth.com prioritizes advisor compliance with industry best practices regarding legal ethics and professional works with attorneys who are nationally recognized experts in advising technology firms seeking to structure ethically compliant relationships with consumers of legal services and governmental regulators. RETIREMENT PLAN MANAGEMENT formation on our trading authority Our firm provides retirement plan services to employer plan sponsors on an ongoing basis. Such services consist of assisting employer plan sponsors or plan named fiduciaries in buying and selling securities within the Plan on a discretionary basis. More in is explained in Item 16 of this Brochure. Clients may impose reasonable restrictions on investing in certain securities, types of securities, or industry sectors. As the needs of the plan sponsor dictate, areas of advisin g could also vary. - publicly traded securities or assets, other illiquid In providing retirement plan services, our firm does not provide any advisory services with respect to the following types of assets: employer securities, real estate (excluding real estate funds and publicly - traded REITs), participant loans, non investments, or brokerage window programs (collectively, “Excluded Assets”). he fees set forth in Item Certain plans and/or clients that we may provide services to are regulated under the Employee Retirement Income Securities Act of 1974 (“ERISA”). We will provide employee benefit plan services to the plan sponsor and/or fiduciaries as described above for t 5 of this brochure. We are not subject to any disqualifications under Section 411 of ERISA. In performing fiduciary services, we are acting as an “investment manager” as defined in section 3(38) of ERISA pursuant to section 402(c) (3) of ERISA. 7  Item 5 – Fees and Compensation A. Prospero provides investment advisory and financial planning services on a fee basis. An advisory fee should be reasonable in light of the type of services to be provided, experience and expertise, as well as the sophistication and bargaining power of the client. Lower fees for comparable services may be available from other sources. INVESTMENT ADVISORY SERVICES The Registrant’s annual investment advisory fees shall generally be calculated as a blended and tiered percentage of the market value of the assets placed under the Registrant’s management, per custodian, according to this table: Assets Under Management (AUM) Blended Tiered Management Fee $1- $1,000,000 100 bps > $1 million 90 bps > $2 million 80 bps > $3 million 70 bps > $4 million 60 bps > $5 million 50 bps - away assets under our management will be included in the total asset The value of held value our asset - based fee is calculated against. - Short accounts with Symmetry will be billed an Clients who are participating in Long additional 0.15% annual advisory fee. The value of held - away accounts is included in the total value our Clients are responsible for any account fees or Fidelity , Schwab , Altruist , and AUM fees are annualized and withdrawn quarterly in arrears based on average daily balance. All assets use blended tiers per custodian (except where technically possible for us to aggregate). asset - based fees are calculated on. trading fees incurred on our custodian platforms: Interactive Brokers . Employee Fiduciary and Vanguard 401(k). Assets For “Advised 401(k)” plans, we use held in these accounts are charged an annual flat fee of .50% withdrawn quarterly in arrears based on the end of period balance. 8  llar The Registrant’s investment advisory fee is negotiable and the Registrant, in its sole discretion, may charge a lesser investment management fee based upon certain criteria (i.e. anticipated future earning capacity, anticipated future additional assets, do amount of assets to be managed, related accounts, account composition, negotiations with client, etc.). cted directly AUM fees are assessed quarterly in arrears. Fees for the previous quarter are collected at the beginning of the subsequent quarter. For example, fees for Q4 are collected at the beginning of January. With the client’s authorization, fees are typically dedu from the client’s account. In the event of contract termination, the firm waives advisory fees for the period since the most recent billing date. Registrant performs direct advisory services through three separate custodians and two 401(k) providers: . Registrant calculates the , and Interactive Brokers - party adviser for collection of the total fee. 1. For Fidelity, Schwab, Altruist fee and submits to this third Registrant delivers the noted invoice to the client. Fees are assessed quarterly. 2. Employee Fiduciary and Vanguard 401(k). These third - party advisers collect the total fee from the client and deliver the noted invoice to the client. Fees are assessed quarterly in arrears based on closing balance. e fee, and, if or payment of the In all instances, the Adviser will send the client a written invoice, or when billed by third party, audit and verify the delivered invoice, including the fee, the formula used to calculate the fee, the fee calculation itself, the time period covered by th applicable, the amount of assets under management on which the fee was based. Also, the Adviser will include the name of the custodian(s) on your fee invoice. The Adviser will send these to the client concurrent with the request for payment Adviser’s advisory fees. We urge the client to compare this information with the fees listed in the account statement. Fees are assessed quarterly. Fidelity , Schwab, Altruist , and Interactive Brokers charge - load mutual funds, d at the fund level (e.g. advisory fees and other fund Broker - dealers such as brokerage commissions and/or transaction fees for effecting certain securities transactions (i.e. transaction fees are charged for certain no commissions are charged for individual equity and fixed income securities transactions). In addition to Registrant’s investment advisory fee, brokerage commissions and/or transaction fees, clients will also incur, relative to all mutual fund and exchange traded fund purchases, charges impose expenses). Clients are responsible for all fees assessed by the custodian. Investment Management Services - Assets Under Management (AUA ): include s initial and ongoing consultation on assets - public equities). All AUA services are provided only to the extent - to- market valuations of assets provided by Advice on Assets Under Advisement (generally private, non requested by the client and rely upon mark the client. 9  Assets Under Advisement (AU A) Blended Tiered Management Fee $1- $10 million 50 bps $10 million - $50 million 25 bps > $ 50,000,000 million 20 bps - public investments. Quarterly AUA fees to be provided based on last AUA fees are assessed quarterly in arrears and are intended for management and advising of non known mark - to- market valuations provided by the client. ssets to The Registrant’s AUA fee is negotiable and the Registrant, in its sole discretion, may charge a lesser investment management fee based upon certain criteria (i.e. anticipated future earning capacity, anticipated future additional assets, dollar amount of a be managed, related accounts, account composition, negotiations with client, etc.). AUM and AUA fees are separate. An individual client asset may only be charged under one tiered management fee. FINANCIAL PLANNING SERVICES - investment related matters, such as retirement planning To the extent specifically requested by a client, the Registrant may provide financial planning and/or consulting services on a standalone basis. These services include advice on investment and non an d estate planning. We only provide these services upon request and may not provide them to all clients. We determine in our sole discretion whether to provide these services or not for a given client. he event of The Registrant’s financial planning and consulting fees are negotiable and may be calculated as a percentage of the market value of assets managed or advised upon by the Registrant (generally, 1.00% of such assets for managed (AUM) or on an hourly basis (up to $500 per hour)), as agreed upon in advance in writing with the client. The Registrant bases its fees on the level and scope of the services to be provided to a given client and considers other factors such as your specific needs and circumstances. Fees are due upon completion and delivery of work agreed to by the client. At the client’s option and with authorization from the client, financial planning fees may be deducted directly from the client’s investment account(s) or invoiced to the client. In t contract termination, the firm waives financial planning fees for the period since the most recent billing date. TAX PREPARATION SERVICES - party tax professionals will bill the client directly - to- In most cases, our recommended third for their services. Any other billing arrangement will be communicated on a client client basis. 10  , and for clients with significant assets under our management, professionals, nor do we receive any referral fees - party professionals. Clients are free to choose any third In limited circumstances fees for tax preparation may be included in the advisory fees paid to us by the client. We do not share in fees with any tax for referring clients to third party accounting firm and are not required to enact on any of our recommendations - . ESTATE PLANNING SERVICES Fees for estate planning services are billed as both advice (see “FINANCIAL PLANNING SERVICES” above and access to the Wealth.com software (for the purpose of creating and/or updating estate planning documents). ient’s period since the most The Registrant bases its fees on the level and scope of the services to be provided to a given client and considers other factors such as specific needs and circumstances. Fees are due upon completion and delivery of work agreed to by the client. At the cl option and with authorization from the client, financial planning fees may be deducted directly from the client’s investment account(s) or invoiced to the client. In the event of contract termination, the firm waives financial planning fees for the recent billing date. ipt of the Registrant’s invoice. B. The Registrant’s Investment Management and Financial Planning clients may elect to have the Registrant’s advisory fees deducted from their custodial account. Both Registrant’s Investment Advisory Agreement and the custodial/clearing agreement may the Registrant’s authorize the custodian to debit the account for the amount of investment advisory or financial planning fee and to directly remit that advisory fee to the Registrant in compliance with regulatory procedures. In the limited event that the Registrant bills the client directly, payment is due upon rece The Registrant shall deduct fees and/or bill clients monthly in arrears. —Custody, below). Your assets must be maintained - dealer or bank. We require Fidelity Investments, AKA National , a FINRA - registered broker - dealer, member SIPC (Schwab ), a FINRA - registered broker Altruist Financial LLC (“ Altruist ”) self - clearing broker - dealer, - C. Registrant does not maintain custody of your assets that we manage, although we may be deemed to have custody of your assets if you give us authority to withdraw advisory fees from your account (see Item 15 in an account at a “qualified custodian,” generally a broker that our clients use one of these custodians: 1) Financial Services LLC (Fidelity) (“Fidelity”); 2) Charles Schwab & Co., Inc. member SIPC (“Schwab”); and 3) dealer and custodian ; 4) Interactive Brokers LLC (“Interactive Brokers”). D. Neither the Registrant nor its representatives accept compensation from the sale of securities or other investment products. 11  Item 6 - Performance - Based Fees and Side - By - Side Management - based fees for advisory services or financial The Registrant does not accept performance planning services. 12  Item 7 - Types of Clients cretion, may charge a lesser investment management fee The Registrant’s clients shall generally include individuals, high net worth individuals, trusts and estates, and businesses. The Registrant does not generally require an annual minimum fee or asset investment vehicles. The typical level for investment advisory services, except for pooled minimum investment commitment by qualified investors in a pooled investment vehicle is $25,000.00, and the Registrant in its sole discretion may increase, reduce, or waive any such minimums. The Registrant, in its sole dis based upon certain criteria (i.e. anticipated future earning capacity, anticipated future additional assets, dollar amount of assets to be managed, related accounts, account composition, negotiations w ith client, etc.). 13  Item 8 - Methods of Analysis, Investment Strategies and Risk of Loss The Registrant may utilize the following methods of security analysis: - (analysis performed on historical and present data, with the goal of • Fundamental making financial forecasts) • Cyclical – (analysis performed on historical relationships between price and market trends, to forecast the direction of prices) The Registrant may utilize the following investment strategies when implementing investment advice given to clients: (securities held at least a year) (securities sold within a year) (contracted sale of borrowed securities with an obligation to make the lender (Leveraged ETFs seek to deliver multiples of the performance of the (Inverse ETFs, often called “short” funds, seek to deliver the opposite of the • Long Term Purchases • Short Term Purchases • Short Sales whole) • Leveraged ETFs index or benchmark they track) • Inverse ETFs performance of the index or benchmark they track) • Options (contract for the purchase or sale of a security at a predetermined price during a specific period of time) ment or investment strategy (including Please Note: Investment Risk. Investing in securities involves risk of loss that clients should be prepared to bear. Different types of investments involve varying degrees of risk, and it should not be assumed that future performance of any specific invest the investments and/or investment strategies recommended or undertaken by the Registrant) will be profitable or equal to any specific performance level(s). new market information. The lysis. Furthermore, an accurate market The Registrant’s methods of analysis and investment strategies do not present any significant or unusual risks. However, every method of analysis has its own inherent risks. To perform an accurate market analysis the Registrant must have access to current/ Registrant has no control over the dissemination rate of market information; therefore, unbeknownst to the Registrant, certain analyses may be compiled with outdated market information, limiting the value of the Registrant’s ana analysis can only produce a forecast of the direction of market values. There can be no assurances that a forecasted change in market value will materialize into actionable and/or profitable investment opportunities. - Long Term Purchases and Short Term Purchases, y develop. Shorter term investment strategies The Registrant’s primary investment strategies are fundamental investment strategies. However, every investment strategy has its own inherent risks and limitations. For example, longer term investment strategies require a longer investment time period to allow for the strategy to potentiall require a shorter investment time period to potentially develop but, as a result of more frequent trading, may incur higher transaction costs when compared to a longer term investment strategy. advantageous because one cannot When appropriate, the Registrant relies on unaffiliated third parties to employ direct index portfolios in Client accounts. Direct indexing involves buying the individual stocks that make up an index, in the same weights as the index. This strategy can be invest directly in an index. In addition to the fundamental investment strategies discussed above, the Registrant may also implement and/or recommend short selling or options transactions. Each of these strategies has a high level of inherent risk. (See discussion below). 14  - Dealer) with the obligation of buying identical assets at a later date to return to f sale and the date of repurchase. Conversely, the Short selling is an investment strategy with a high level of inherent risk. Short selling involves the selling of assets that the investor does not own. The investor borrows the assets from a third party lender (i.e. Broker the third party lender. Individuals who engage in this activity shall only profit from a decline in the price of the assets between the original date o short seller will incur a loss if the price of the assets rises. Other costs of shorting may include a fee for borrowing the assets and payment of any dividends paid on the borrowed assets. time . During the term of the option purchase or the recommendation to purchase an option contract by the - related transac tions that may be - related e willing to accept these enhanced volatility and principal The use of options transactions as an investment strategy involves a high level of inherent risk. Option transactions establish a contract between two parties concerning the buying or selling of an asset at a predetermined price during a specific period of contract, the buyer of the option gains the right to demand fulfillment by the seller. Fulfillment may take the form of either selling or purchasing a security depending upon the nature of the option contract. Generally, the Registrant shall be with the intent of offsetting/“hedging” a potential market risk in a client’s portfolio. Please Note: Although the intent of the options implemented by the Registrant is to hedge against principal risk, certain of the options strategies (i.e. straddles, short positions, etc), may, in and of themselves, produce principal volatility and/or risk. Thus, a client must b risks associated with such strategies. In light of these enhanced risks, client may direct the Registrant, in writing, not to employ any or all such strategies for his/her/their/its accounts. Currently, the Registrant will allocate investment assets, consistent with the designated investment objective(s), primarily among individual securities and exchange traded funds (“ETFs”), (including inverse ETFs that are designed to perform in an inverse relationship to certain market indices). 15  Item 9 - Disciplinary Information The Registrant has not been the subject of any disciplinary actions, criminal or civil actions, administrative proceedings, or self - regulatory organization (SRO) proceedings. 16  Item 10 - Other Financial Industry Activities and Affiliations A. Neither the Registrant, nor its representatives, are registered or have an application pending to register, as a broker - dealer or a registered representative of a broker - dealer. B. Neither the Registrant, nor its representatives, are registered or have an application pending to register, as a futures commission merchant, commodity pool operator, a commodity trading advisor, or a representative of the foregoing. C. The Registrant does not recommend or select third - party investment advisors for client accounts. D. Neither the Registrant, nor its management persons have any relationship or arrangement with any outside financial industry related parties. 17  Item 11 - Code of Ethics, Participation or Interest in Client Transactions and Personal Trading atives that is based upon - pub lic information by the Registrant or any person associated A. The Registrant maintains an investment policy relative to personal securities transactions. This investment policy is part of Registrant’s overall Code of Ethics, which serves to establish a standard of business conduct for all of Registrant’s Represent fundamental principles of openness, integrity, honesty and trust, a copy of which is available upon request. The Registrant also maintains and enforces written policies reasonably designed to prevent the misuse of material non with the Registrant. B. Neither the Registrant nor any related person of Registrant recommends, buys, or sells for client accounts, securities in which the Registrant or any related person of Registrant has a material financial interest. materially benefit from the sale or purchase of s requirement can help detect insider trading, “front - running” C. The Registrant and/or representatives of the Registrant may buy or sell securities that are also recommended to clients. This practice may create a situation where the Registrant and/or representatives of the Registrant are in a position to those securities. Therefore, this situation creates a potential conflict of interest. Practices such as “scalping” (i.e., a practice whereby the owner of shares of a security recommends that security for inv estment and then immediately sells it at a profit upon the rise in the market price which follows the recommendation) could take place if the Registrant did not have adequate policies in place to detect such activities. In addition, thi (i.e., personal trades executed prior to those of the Registrant’s clients) and other potentially abusive practices. ss Person of the Registrant must ef Compliance Officer or his/her designee with a written report nt The Registrant has a personal securities transaction policy in place to monitor the personal securities transactions and securities holdings of each of the Registrant’s “Access Persons”. The Registrant’s securities transaction policy requires that the Acce provide the Chief Compliance Officer or his/her designee with a written report of their current securities holdings within ten (10) days after becoming an Access Person. Additionally, each Access Person must provide the Chi of the Access Person’s current securities holdings at least once each twelve (12) month period thereafter on a date the Registrant selects; provided, however that at any time that the Registra has only one Access Person, he or she shall not be required to submit any securities report described above. t are in a position to materially benefit nal securities transaction and securities holdings of each of the D. The Registrant and/or representatives of the Registrant may buy or sell securities, at or around the same time as those securities are recommended to clients. This practice creates a situation where the Registrant and/or representatives of the Registran from the sale or purchase of those securities. Therefore, this situation creates a potential conflict of interest. As indicated above in Item 11C, the Registrant has a personal securities transaction policy in place to monitor the perso Registrant's Access Persons. E. Prior to entering into an advisory agreement, the Registrant discloses to the client any material conflicts of interest regarding the investment advisor, its representatives, or any of its employees that could be reasonably expected to impair the render ing of unbiased and objective advice. F. The Registrant’s Chief Compliance Officer, Eric Franklin, remains available to address any questions that a client or prospective client may have regarding the Registrants’ investment policy 18  as discussed above. A copy of the Registrants’ Code of Ethics is also available to any client or prospective client upon request. 19  Item 12 - Brokerage Practices A. In the event that the client requests that the Registrant recommend a broker - - dealer/custodian), Registrant generall y Fidelity , , and/or Interactive Brokers . Prior to engaging Registrant to provide Investment with the Registrant setting forth the terms and conditions under dealer/custodian for execution and/or custodial services (exclusive of those clients that may direct the Registrant to use a specific broker recommends that investment advisory accounts be maintained at one of these: Schwab, Altruist investment advisory services, the client will be required to enter into a formal Advisory Agreement which the Registrant shall manage the client’s assets, and a separate custodial/clearing agreement with each designated broker - dealer/custodian. - dealers/custodians - dealer might charge to effect the - dealer services, including Factors that the Registrant considers in recommending broker include financial strength, reputation, execution capabilities, pricing, research, and service. Although the commissions and/or transaction fees paid by Registrant’s clients sh all comply with the Registrant’s duty to obtain best execution, a client may pay a commission that is higher than another qualified broker same transaction where the Registrant determines, in good faith, that the commissio n/transaction fee is reasonable in relation to the value of the brokerage and research services received. In seeking best execution, the determinative factor is not the lowest possible cost, but whether the transaction represents the best qualitative execu tion, taking into consideration the full range of a broker the value of research provided, execution capability, commission rates, and responsiveness. Accordingly, although the Registrant will seek competitive rates, it may not n ecessarily obtain the lowest possible commission rates for client account transactions. The brokerage commissions or transaction fees charged by the designated broker - dealer/custodian are exclusive of, and in addition to, Registrant’s investment advisory f ee. The Registrant’s best execution responsibility is qualified if securities that it purchases for client accounts are mutual funds that trade at net asset value as determined at the daily market close. 1. Research and Additional Benefits - dealer/custodian, Registrant (or such institutions. Included within the support services - related research, t provide - related Although not a material consideration when determining whether to recommend that a client utilize the services of a particular broker Fidelity , Schwab , Altruist , and/or Interactive Brokers may receive from another broker - dealer/custodian, investment platform and/or mutual fund sponsor) without cost (and/or at a discount) support services and/or products, certain of which assist the Registrant to better monitor and service client accounts maintained at that may be obtained by the Registrant may be investment pricing information and market data, software and other technology tha access to client account data, compliance and/or practice management publications, discounted or gratis consulting services, discounted and/or gratis attendance at conferences, meetings, and other educational and/or social events, marketi ng support, computer hardware and/or software and/or other products used by Registrant in furtherance of its investment advisory business operations. The Registrant does not receive or accept soft dollar benefits. As indicated above, certain of the support services and/or products that may be received may assist the Registrant in managing and administering client accounts. Others do not directly provide such assistance, but rather assist the 20  this arrangement. There is no t of the Registrant to manage and further develop its business enterprise. Registrant’s clients do not pay more for investment transactions effected and/or assets maintained at our custodians as a result of corresponding commitment made by the Registrant to our custodians or any other entity to invest any specific amount or percentage of client assets in any specific mutual funds, securities or other investment products as resul above arrangement. The Registrant’s Chief Compliance Officer, Eric Franklin, remains available to address any questions that a client or prospective client may have regarding the above arrangement and any corresponding perceived conflict of interest such arrangement may crea te. 2. The Registrant does not receive referrals from broker - dealers. 3. The Registrant does not generally accept directed brokerage arrangements through a specific - dealer, and Registrant - dealers or be - (when a client requires that account transactions be effected broker - dealer). In such client directed arrangements, the client will negotiate terms and arrangements for their account with that broker will not seek better execution services or prices from other broker able to "batch" the client’s transactions for execution through other broker dealers with orders for other accounts managed by Registrant. As a result, client may pay higher commissions or other transaction costs or greater spreads, or recei ve less favorable net prices, on transactions for the account than would otherwise be the case. - dealer, the client Please Note: In the event that the client directs Registrant to effect securities transactions for the client’s accounts through a specific broker correspondingly acknowledges that such direction may cause the accounts to incur higher co mmissions or transaction costs than the accounts would otherwise incur had the client determined to effect account transactions through alternative clearing arrangements that may be available through Registrant. B. Broker - dealers such as Fidelity , Schwab, Altruist , and Interactive Brokers may charge - load mutual funds, ons). posed at the fund level (e.g. advisory fees and other fund brokerage commissions and/or transaction fees for effecting certain securities transactions (i.e. transaction fees are charged for certain no commissions are charged for individual equity and fixed income securities transacti In addition to Registrant’s investment advisory fee, brokerage commissions and/or transaction fees, clients will also incur, relative to all mutual fund and exchange traded fund purchases, charges im expenses). Clients are responsible for all fees assessed by the custodian. Prospero Wealth is independently owned and operated and is not affiliated with any of the custodians listed above. , member FINRA/SIPC (“ Fidelity ”) serves as - dealers such as - load mutual . In addition to Registrant’s investment advisory fee, brokerage Fidelity , AKA National Financial Services LLC a broker - dealer/custodian for client investment advisory assets. Broker Fidelity charge brokerage commissions and/or transaction fees for effecting certain securities transactions (i.e. transaction fees are charged for certain no funds, commissions are charged for individual equity and fixed income securities transactions) commissions and/or transaction fees, clients will also incur, relative to all mutual fund 21  and exchange traded fund purchases, charges imposed at the fund level (e.g. advisory fees and other fund expenses). Fidelity , a FINRA/SIPC broker Fidelity - generated portfolios Fidelity’s Model Marketplace fees are passed esponsible for suitability of all investment Prospero Wealth participates in the Model Marketplace of dealer/custodian. Prospero Wealth may subscribe client accounts to model portfolios available through Fidelity’s Model Marketplace, including and Third - Party Portfolios, for use by Prospero Wealth to assist it in managing or advising Prospero Wealth client accounts. through to and debited from clients’ accounts, according to the instruction of Prospero Wealth. Fidelity and its affiliates do not act as investment advisers or fiduciaries to Prospero Wealth clients. Prospero Wealth is r decisions and transactions for client accounts subscribed to Model Marketplace model portfolios. Schwab ”) serves as a broker - dealer/custodian for client - dealers such as Schwab charge brokerage - load mutual funds, commissions are charged . In addition to Registrant’s Schwab , member FINRA/SIPC (“ investment advisory assets. Broker commissions and/or transaction fees for effecting certain securities transactions (i.e. transaction fees are charged for certain no for individual equity and fixed income securities transactions) investment advisory fee, brokerage commissions and/or transaction fees, clients will also i ncur, relative to all mutual fund and exchange traded fund purchases, charges imposed at the fund level (e.g. advisory fees and other fund expenses). Schwab , a FINRA/SIPC broker Schwab’s Model Marketplace, including Schwab - generated portfolios Schwab’s Model Marketplace fees are passed s or fiduciaries to Prospero Wealth participates in the Model Marketplace of dealer/custodian. Prospero Wealth may subscribe client accounts to model portfolios available through and Third - Party Portfolios, for use by Prospero Wealth to assist it in managing or advising Prospero Wealth client accounts. through to and debited from clients’ accounts, according to the instruction of Prospero Wealth. Schwab and its affiliates do not act as investment adviser Prospero Wealth clients. Prospero Wealth is responsible for suitability of all investment decisions and transactions for client accounts subscribed to Model Marketplace model portfolios. , a self - clearing broker - dealer and custodian as of April Prospero Wealth offers investment advisory services through the custodial platform offered by Altruist Financial LLC 2023, including by virtue of no commissions on orders executed through them, fully digital account opening process, the variety of available investments, and integration with software tools that can benefit Prospero Wealth and its clients. Altruist LLC , an SEC - Altruist Financial LLC . Prospero Wealth may Altruist LLC’s Model - Party Portfolios, for fees are automatically deducted from Altruist LLC and its affiliates Prospero Wealth participates in the Model Marketplace of registered investment adviser and affiliate of subscribe client accounts to model portfolios available through Marketplace , including Altruist LLC - generated portfolios and Third use by Prospero Wealth to assist it in managing or advising Prospero Wealth client accounts. Altruist LLC’s Model Marketplace Prospero Wealth’s house account or passed through to and debited from clients’ accounts, according to the instruction of Prospero Wealth. do not act as investment advisers or fiduciaries to Prospero Wealth clients. Prospero Wealth is responsible for suitability of all investment decisions and transactions for client accounts subscribed to Model Marketplace model portfolio s. 22  and Vanguard 401(k) serves as plan administrator and custodian for Employee Fiduciary our Advised 401k offering. offers products or services other than execution that assist our firm functions, record keeping and client reporting. These Interactive Brokers in managing and administering client accounts. These may include software and other technology that provides access to client account data (such as trade confirmations and account state ments), facilitate trade execution (and allocation of aggregated trade orders for multiple client accounts), facilitate payment of our fees from clients’ accounts, and assist with back office services may be used to service all or a substantial number of client accounts, including accounts not maintained at Interactive Brokers. Prospero may also receive services from Interactive Brokers that are intended to help our firm manage and further develop our business. These services may include website design and technology support. Interactive Brokers also has arrangements with various product vendors, which enable our firm to purchase their products at a discount. These products may include such items as: client reporting and consolidated statement software; client communication software; client relationship management software; compliance assistance; and investment research. While the benefits we receive from Interactive Brokers does not depend on the amount of brokerage transactions directed to Interactive Brokers, as a fiduciary we are required to disclose that there is an inherent conflict of interest when our firm recommends that clients maintain their assets at Interactive Brokers. These recommendations may be based in part on the benefits we receive from Interactive Brokers, such as the availability of the above-mentioned products and services, and not solely on our clients’ interest in receiving the most favorable execution. 23  Item 13 - Review of Accounts the review. Annual reviews are conducted in - person, remotely via sory t objectives and account performance with the Registrant on A. For those clients to whom Registrant provides investment supervisory services, account reviews are conducted on an annual basis by the CCO, Mr. Eric Franklin. Either Registrant’s er advisers may Principals and/or representatives, including Mr. Eric Franklin and all oth communicate results of the account review with client(s). The account review includes the client's investment objectives, financial situation, account investment performance, and documents any adjustments made as a result of phone or video conference, or in writing. In addition to annual account reviews, the Registrant may undertake and the client may request an account review at any time. All investment supervi clients are advised that it remains their responsibility to advise the Registrant of any changes in their investment objectives and/or financial situation. All clients (in person or via telephone) are encouraged to review their investmen an annual basis. B. The Registrant may conduct account reviews on an “other than periodic” basis upon the occurrence of a triggering event, such as a change in client investment objectives and/or financial situation, market corrections and client request. - dealer/custodian and/or program etion, may also provide a written report C. Clients are provided, at least quarterly, with written transaction confirmation notices and regular written summary account statements directly from the broker sponsor for the client accounts. The Registrant, at its discr summarizing account activity and performance. created on an ad hoc basis and D. For those clients to whom Registrant provides financial planning advice, a written contract with estimated fees and expected financial planning documents will be agreed upon prior to billable Registrant work commencing. Financial planning documents are paid in full at time of delivery of written plan. Should the Client wish to update a plan due to changes in investment objectives and/or financial changes, they are advised that a new contract and additional fees will be requ ired. 24  Item 14 - Client Referrals and Other Compensation A. As referenced in Item 12.A.1 above, the Registrant may receive an indirect economic benefit from brokers/custodians. The Registrant, without cost (and/or at a discount), may receive support services and/or products from brokers/custodians . as a result of this arrangement. There is no brokers/custodians or any other Registrant’s clients do not pay more for investment transactions effected and/or assets maintained at brokers/custodians corresponding commitment made by the Registrant to entity to invest any specific amount or percentage of client assets in any specific mutual funds, securities, or other investment products as a result of the above arrangement. B. Prospero does not pay referral fees to independent persons or firms (“Solicitors”) for introducing clients to us. The Registrant’s Chief Compliance Officer, Eric Franklin, remains available to address any questions that a client or prospective client may have regarding the above arrangement and any corresponding perceived conflict of interest any such arrangement may create. 25  Item 15 - Custody Prospero Wealth, LLC does not hold, directly or indirectly, Client funds or securities, or have any authority to obtain possession of them. All Client assets are held at a qualified custodian. If Prospero Wealth, LLC deducts its advisory fee from Client’s account(s), the following safeguards will be applied: • The Client will provide written authorization to Prospero Wealth, LLC, permitting us to be paid directly from Client’s accounts held by the custodian. • The custodian will send at least quarterly statements to the Client showing all disbursements from the accounts, including the amount of the advisory fee. Prospero Wealth, LLC will send an itemized invoice to the Client at the same time it instructs the custodian to debit the advisory fee. Itemization includes the formula used to calculate the fee, the amount of assets under management the fee is based on, and the time period covered by the fee. We urge you to carefully review custodial statements and compare them to the account invoices or reports that we may provide to you and notify us of any discrepancies. Clients are responsible for verifying the accuracy of these fees as listed on the custodian’s brokerage statement as the custodian does not assume this responsibility. Our invoices or reports may vary from custodial statements based on accounting procedures, reporting dates, or valuation methodologies of certain securities. (“ Fidelity ”), a FINRA - registered broker - dealer, Fidelity , Prospero Wealth, LLC, may recommend/require that clients establish brokerage accounts with the Fidelity, AKA National Financial Services LLC member SIPC, to maintain custody of clients’ assets and to effect trades for their accounts. Although Prospero Wealth, LLC, may recommend/require that clients establish accounts at it is the client’s decision to custody assets with Fidelity . Fidelity . Fidelity retail investors. These services generally are Prospero Wealth, LLC, is independently owned and operated and not affiliated with Fidelity provides Prospero Wealth, LLC, with access to its institutional trading and custody services, which are typically not available to available to independent investment advisors on an unsolicited basis, and fees may be assessed to the advisor for these services. Fidelity any specific Fidelity’s brokerage services These services are not contingent upon Prospero Wealth, LLC, committing to amount of business (assets in custody or trading commissions). include the execution of securities transactions, custody, research, and access to mutual funds and other investments that are otherwise generally available only to institutional investors or would require a significantly higher minimum initial investment. Fidelity may charge - related or asset - based fees for securities trades that are executed through For Prospero Wealth, LLC, client accounts maintained in its custody, separately for custody services but is also compensated by account holders through commissions and other transaction Fidelity or that settle into Fidelity accounts. rospero Wealth, LLC, Fidelity also makes available to Prospero Wealth, LLC, other products and services that benefit Prospero Wealth, LLC, but may not directly benefit its clients’ accounts. Many of these products and services may be used to service all or some substantial number of P accounts, including accounts not maintained at Schwab . Fidelity products and services that assist Prospero Wealth, LLC, in managing and administering clients’ accounts include software and other technology that (i ) provide access to client account 26  LLC’s, fees from its clients’ data (such as trade confirmations and account statements); (ii) facilitate trade execution and allocate aggregated trade orders for multiple client accounts; (iii) provide research, pricing and other market data; (iv) facilitate payment of Prospero Wealth, accounts; and (v) assist with back - office functions, recordkeeping and client reporting. nagement and business Fidelity may make available, arrange and/or pay third - party vendors for the LLC. Fidelity may discount or waive fees it would - party Fidelity may also provide other benefits such as Fidelity , Prospero vided by Fidelity , which may create a potential Fidelity Institutional also offers other services intended to help Prospero Wealth, LLC, manage and further develop its business enterprise. These services may include: (i) compliance, legal and business consulting; (ii) publications and conferences on practice ma succession; and (iii) access to employee benefits providers, human capital consultants and insurance providers. types of services rendered to Prospero Wealth, otherwise charge for some of these services or pay all or a part of the fees of a third providing these services to Prospero Wealth, LLC. educational events or occasional business entertainment of Prospero Wealth, LLC, personnel. In evaluating whether to recommend or require that clients custody their assets at Wealth may take into account the availability of some of the foregoing products and services and other arrangements as part of the total mix of factors it considers and not solely the nature, cost or quality of custody and brokerage services pro conflict of interest. Fidelity , advisory fees are tiered asset - based For clients with advisory accounts maintained at fees, assessed quarterly and calculated via a weighted average of the closing balances of the accounts for each trading day in the previous quarter, unless otherwise specified in writing on the client’s Investment Adv isory Agreement. Such calculation is undertaken by Registrant’s billing software, verified by the Registrant, available for inspection by the client at any time via the client’s account with Fidelity , and outlined on the quarterly statements provided to th e client by Fidelity. division of Charles Schwab & Co., Inc. (Schwab ), a FINRA - registered broker - Prospero Wealth, LLC, may recommend/require that clients establish brokerage accounts with the Schwab Institutional® dealer, member SIPC, to maintain custody of clients’ assets and to effect trades for their accounts. Although Prospero Wealth, LLC, may recommend/require that clients establish accounts at Schwab , it is the client’s decision to custody assets with Schwab . Schwab . Schwab retail investors. These services generally are Prospero Wealth, LLC, is independently owned and operated and not affiliated with Schwab provides Prospero Wealth, LLC, with access to its institutional trading and custody services, which are typically not available to available to independent investment advisors on an unsolicited basis, at no charge to them so long as a total of at least $10 million of the advisor’s clients’ assets are maintained in accounts at Schwab Institutional . Schwab any specific Schwab’s brokerage services These services are not contingent upon Prospero Wealth, LLC, committing to amount of business (assets in custody or trading commissions). include the execution of securities transactions, custody, research, and access to mutual funds and other investments that are otherwise generally available only to institutional investors or would require a significantly higher minimum initial investment. Schwab generally does not - related or asset - based fees for securities trades that are For Prospero Wealth, LLC, client accounts maintained in its custody, charge separately for custody services but is compensated by account holders through commissions and other transaction executed through Schwab or that settle into Schwab accounts. 27  rospero Wealth, also makes available to Prospero Wealth, LLC, other products and services Schwab Institutional that benefit Prospero Wealth, LLC, but may not directly benefit its clients’ accounts. Many of these products and services may be used to service all or some substantial number of P LLC, accounts, including accounts not maintained at Schwab . products and services that assist Prospero Wealth, LLC, in managing and administering ) provide access to client account - office fu nctions, recordkeeping Schwab’s clients’ accounts include software and other technology that (i data (such as trade confirmations and account statements); (ii) facilitate trade execution and allocate aggregated trade orders for multiple client accounts; (iii) provide research, pricing and other market data; (iv) facilitate payment of Prospero Wealth, LLC’s, fees from its clients’ accounts; and (v) assist with back and client reporting. nagement and business Schwab may make available, arrange and/or pay third - party vendors for the LC. Schwab Institutional may discount or waive - Schwab Institutional may also provide of the foregoing Schwab , Schwab Institutional also offers other services intended to help Prospero Wealth, LLC, manage and further develop its business enterprise. These services may include: (i) compliance, legal and business consulting; (ii) publications and conferences on practice ma succession; and (iii) access to employee benefits providers, human capital consultants and insurance providers. types of services rendered to Prospero Wealth, L fees it would otherwise charge for some of these services or pay all or a part of the fees of a third party providing these services to Prospero Wealth, LLC. other benefits such as educational events or occasional business entertainment of Prospero Wealth, LLC, personnel. In evaluating whether to recommend or require that clients custody their assets at Schwab , Prospero Wealth may take into account the availability of some products and services and other arrangements as part of the total mix of factors it considers and not solely the nature, cost or quality of custody and brokerage services provided by which may create a potential conflict of interest. Schwab Institutional , advisory fees are tiered , and outlined on the qua rterly statements For clients with advisory accounts maintained at asset - based fees, assessed quarterly and calculated via a weighted average of the closing balances of the accounts for each trading day in the previous quarter, unless otherwise specified in writing on the client’s Investment Adv isory Agreement. Such calculation is undertaken by Registrant’s billing software, verified by the Registrant, available for inspection by the client at any Schwab Institutional time via the client’s account with provided to the client by Schwab Institutional . Altruist , advisory fees are tiered asset - based For clients with advisory accounts maintained at fees, assessed quarterly and calculated via a weighted average of the closing balances of the accounts for each trading day in the previous quarter, unless otherwise specified in writing on the client’s Investment Adv isory Agreement. Such calculation is undertaken by Registrant’s billing software, verified by the Registrant, available for inspection by the client at any time via the client’s ed to the client by account with Altruist , and outlined on the quarterly statements provid Altruist . tly from another Client Account Certain Client Accounts subject to Adviser’s services under this Agreement may be held at a custodian that is not directly accessible by the Adviser (“Held Away Accounts”). The Advisory Fee payable for any Held Away Account will typically be deducted direc managed by the registrant, and if there are insufficient funds available in another Client Account or the Adviser believes that deducting the Advisory Fee from another Client Account would be will directly invoice the Client for any services provided. prohibited by applicable law, it Clients are provided, at least quarterly, with written transaction confirmation notices and regular written summary account statements directly from the broker - dealer/custodian and/or program 28  sponsor for the client accounts. Clients are urged to review these statements carefully. The Registrant may also provide a written periodic report summarizing account activity and performance. Please Note: To the extent that the Registrant provides clients with periodic account statements or reports, the client is urged to compare any statement or report provided by the Registrant with the account statements received from the account custodian. Please Also Note: The account custodian does not verify the accuracy of the Registrant’s advisory fee calculation. The Registrant does not have signatory authority over advisory client accounts. 29  Item 16 - Investment Discretion Investment Advisory Agreement , naming the Registrant as client’s s discretionary authority to determine the amount of securities to be The client can engage the Registrant to provide investment advisory services on a discretionary basis. Prior to the Registrant assuming discretionary authority over a client’s account, client shall be required to execute an attorney and agent in fact, granting the Registrant full authority to buy, sell, or otherwise effect investment transactions involving the assets in the client’s name found in the discretionary account. The Registrant ha bought or sold for a client’s account. The Registrant does not offer portfolio management services on a non - discretionary basis. y to purchase securities with an inverse Clients who engage the Registrant on a discretionary basis may, at any time, impose restrictions, in writing, on the Registrant’s discretionary authority (i.e. limit the types/amounts of particular securities purchased for their account, exclude the abilit relationship to the market, limit or proscribe the Registrant’s use of margin, etc.). 30  Item 17 - Voting Client Securities to any mergers, acquisitions, tender The Registrant does not vote client proxies. Clients maintain exclusive responsibility for: (1) directing the manner in which proxies solicited by issuers of securities beneficially owned by the client shall be voted, and (2) making all elections relative offers, bankruptcy proceedings or other type events pertaining to the client’s investment assets. A. Clients will receive their proxies or other solicitations directly from their custodian. Clients may contact the Registrant to discuss any questions they may have with a particular solicitation. 31  Item 18 - Financial Information A. The Registrant does not solicit fees of more than $ 1,200 per client, six months or more in advance. B. The Registrant is unaware of any financial condition that is reasonably likely to impair its ability to meet its contractual commitments relating to its discretionary authority over certain client accounts. C. The Registrant has not been the subject of a bankruptcy petition. 32