Prosper Financial Advisers is a registered investment adviser with the Securities and Exchange Commission
(“SEC”). The Adviser was founded in 2008 by Rhonda K. Holifield. Prosper Financial Advisers (the “Adviser”)
is the operating name for Holifield Financial Advisory Services Inc., which is wholly owned by Rhonda K.
Holifield.
The Adviser provides financial planning, consulting and investment management services to individuals,
pension and profit-sharing plans, trusts, estates, charitable organizations, corporations, and business
entities. As part of its financial planning services, the Adviser gathers information regarding clients’
goals, financial concerns and financial status. This may include but is not limited to securing information
regarding assets and liabilities, investments, income taxes, insurance policies and estate planning
documents. In performing its services, the Adviser shall not be required to verify any information received
from the client or from the client's other professionals (e.g., attorney, accountant, etc.) and is expressly
authorized to rely on such information. The Adviser may make recommendations regarding many aspects
of the clients’ financial lives. The Adviser may recommend the services of itself and/or other
professionals to implement its recommendations. Clients are advised that a conflict of interest exists if
the Adviser recommends its own services. The client is under no obligation to act upon any of the
recommendations made by the Adviser under a financial planning/consulting engagement and/or engage
the services of any such recommended professional, including the Adviser itself. The client retains
absolute discretion over all such implementation decisions and is free to accept or reject any of the Adviser's
recommendations. Moreover, each client is advised that it remains his/her/its/their responsibility to promptly
notify the Adviser if there is ever any change in his/her/its/their financial situation or investment objectives
for the purpose of reviewing, evaluating or revising the Adviser's previous recommendations and/or services.
Consulting services may be limited to one or two areas of a client’s financial concerns rather than providing
comprehensive advice. The concerns to be addressed are part of the consulting agreement signed before the
engagement.
The Adviser primarily recommends and allocates its clients’ investment management assets among mutual
funds, exchange traded funds (ETFs) and individual debt securities in accordance with the investment
objectives of each client. The Adviser also may advise clients on and recommend other securities, including
individual equities, warrants, variable life insurance and annuities, partnership investments and separately
managed accounts of independent investment managers.
The services the Adviser provides a particular client are determined through discussion with the client and
are specified in the agreement signed before the engagement. These services may vary with the life stage,
investment goals, income needs and/or risk tolerance expressed by the client. For example, one client may
want assistance with cash flow management and college planning while another may request an investment
consulting agreement. Clients may impose restrictions on investing in certain types of securities and or in
specific individual securities. Clients are free to accept or reject investment recommendations.
The Adviser may only implement its investment management recommendations after the client has arranged
for and furnished the Adviser with all information and authorization regarding
accounts with appropriate
financial institutions. Financial institutions shall include, but are not limited to, Charles Schwab & Co., Inc.,
(Schwab), any other broker-dealer recommended by the Adviser, broker-dealer directed by the client, trust
companies, banks etc. (collectively referred to herein as the “Financial Institution(s)”).
Discretionary 3(38) Fiduciary Services
When a client engages the Adviser to perform “3(38) Fiduciary Services,” the Adviser acts as an “investment
manager” (as defined in Section 3(38) of ERISA) with respect to the performance of discretionary fiduciary
investment services. Under this arrangement the Adviser is appointed by the Plan Sponsor and accepts
discretion over plan assets and assumes full responsibility and liability for fiduciary functions concerning
decisions related to the plan assets.
The Adviser will review the investment options available to the Plan through documents provided by the Plan
Sponsor. The Plan Sponsor retains all authority, responsibility and decision-making for investment options
not available on the platform (i.e., “non-core” investment options, such as employer stock, plan loans, self-
directed brokerage accounts, frozen guaranteed investment contracts, and life insurance).
The Adviser will retain final decision-making authority with respect to removing and/or replacing investments
in the core lineup. The Plan Sponsor will not have responsibility to communicate instructions to any third‐
party, custodian and/or third‐party administrator.
The data used to determine the investment options is based on estimated, forward-looking performance of
various asset classes and subclasses to create forward looking capital markets assumptions (e.g., expected
return, expected standard deviation, correlation, etc.). Past performance and the return estimates of the
asset classes and the indexes that correspond to these asset classes may not be representative of actual future
performance. Actual results could differ, based on various factors including the expenses associated with the
management of the portfolio, the portfolio’s securities versus the securities comprising the various indexes
and general market conditions. Before a specific investment is selected, other factors such as economic
trends, which may influence the choice of investments and risk tolerance, should be considered. The Adviser
has the responsibility and authority to determine the investment line-up including evaluating investment
managers and mutual fund companies, individual mutual funds, and money market funds which may be
retained or replaced.
The Adviser will also monitor the current managed investment line-up including the investment’s
performance compared to an applicable benchmark. If the Adviser determines that a fund no longer meets
the criteria, they will select alternatives and replace them.
Wrap Fee
The Adviser does not sponsor or participate in a third-party sponsored wrap fee program.
Assets Under Management
As of December 31, 2022, the Adviser had a total of $122,500,000 in discretionary assets under management
and $23,200,000 in non-discretionary assets under management.
If a client's account is managed on a nondiscretionary basis, the Adviser will not trade in the account without
the client’s express permission. If a client's account is managed on a discretionary basis, the Adviser will have
the authority to make investment portfolio decisions without the client's prior approval of the specific
transactions. However, all discretionary transactions will be made in accordance with the client's objectives
and risk tolerance.