A. Eliot Rose is a limited liability company formed on April 8, 2002 in the State of Rhode Island. Eliot Rose became registered as an Investment Adviser Firm in May 2002. Eliot Rose is principally owned by Gary Siperstein and Jason Siperstein, Eliot Rose’s Managing Member. B. As discussed below, Eliot Rose offers to its clients (individuals) financial planning and related consulting services and discretionary investment advisory services. FINANCIAL PLANNING AND CONSULTING SERVICES Generally, each new client engagement with Eliot Rose will begin as a Financial Planning engagement which will last between three (3) and six (6) months and will terminate once the plan is delivered. Each Financial Planning engagement will include “Meet & Greet”, “Discovery”, “Design”, and “Delivery”. The services provided by Eliot Rose will take into account information collected from the client such as financial status, investment objectives, retirement needs, insurance needs and other financial planning objectives. The client is under no obligation to act upon our recommendations or purchase securities through Eliot Rose and / or its representatives. Our representatives will provide personal financial planning tailored to the individual needs of the client. These services may include all or a combination of any of the following:
• Cash Flow and Budget Analysis
• Risk Management and Insurance
• Investment Planning
• Retirement Planning
• Income Tax Planning
• Estate and Charitable Giving Planning
• Assistance to Loved Ones Legal Review: Eliot Rose will not engage in any activity deemed to be the practice of law; however, Eliot Rose will assist client families with legal reviews related to their investments, business interests, and professional and charitable activities. This process will include educating clients regarding their rights, obligations and potential risks, as well as assisting them in engaging appropriate outside legal counsel. Liquidity Management: Eliot Rose remains available to advise clients on their daily and monthly cash management requirements, ensuring that liquidity is maintained to support outflows. Reconciliation of cash accounts may be offered to clients with significant cash management systems involving multiple providers. Prior to engaging Eliot Rose to provide planning or consulting services, clients are generally required to enter into a Financial Planning Agreement with Eliot Rose 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 Eliot Rose commencing services. Please Note: Eliot Rose does not serve as an attorney, accountant, or insurance agent, and no portion of our services should be construed as same. Accordingly, Eliot Rose does not prepare legal documents, prepare tax returns, or sell insurance products. To the extent requested by a client, we may recommend the services of other professionals for non- investment implementation purpose (i.e. attorneys, accountants, insurance, etc.). The client is under no obligation to engage the services of any such recommended professional. Additionally, the client retains absolute discretion over all such implementation decisions and is free to accept or reject any recommendation from Eliot Rose and/or its representatives. At all times, the engaged licensed professional[s] (i.e. attorney, accountant, insurance agent, etc.), and not Eliot Rose, shall be responsible for the quality and competency of the services provided. If the client engages any professional (i.e. attorney, accountant, insurance agent, etc.), recommended or otherwise, and a dispute arises thereafter relative to such engagement, the client agrees to seek recourse exclusively from the engaged professional. At all times, the engaged licensed professional[s] (i.e. attorney, accountant, insurance agent, etc.), and not Eliot Rose, shall be responsible for the quality and competency of the services provided. Clients are reminded that they may purchase recommended insurance products through other broker-dealers and/or insurance agents. Please Also Note: It remains the client’s responsibility to promptly notify Eliot Rose if there is ever any change in their financial situation or investment objectives for the purpose of reviewing, evaluating or revising Eliot Rose’s previous recommendations and/or services. ANY QUESTIONS: Registrant’s Chief Compliance Officer, Jason Eliot Siperstein, remains available to address any questions that a client or prospective client may have regarding the above conflicts of interest. Please Note: Planning Limitations. Registrant believes that it is important for the client to address financial planning issues on an ongoing basis. Registrant’s advisory fee, as set forth at Item 5 below, will remain the same regardless of whether or not the client determines to address financial planning issues with Registrant. It remains each client’s responsibility to promptly notify Registrant if there is ever any change in his/her/its financial situation or investment objectives for the purpose of reviewing/evaluating/revising our previous recommendations and/or services. INVESTMENT ADVISORY SERVICES During the Financial Planning process, Eliot Rose may recommend its investment management services. If specifically agreed to in writing with the client, Eliot Rose will transition the client into an Investment Management with Financial Planning engagement on a fee-only basis. Eliot Rose’s annual investment advisory fee is based upon a percentage (%) of the market value of the assets placed under Eliot Rose’s management. Under this engagement, client will receive ongoing financial planning and consulting. Eliot Rose’s annual investment advisory fee shall include investment advisory services and the client will be charged an additional fee, as set forth in Item 5 below, for financial planning and consulting services. In the event that the client requires extraordinary planning and/or consultation services (to be determined in the sole discretion of Eliot Rose), Eliot Rose may determine to charge for such additional services, the dollar amount of which shall be set forth in a separate written notice to the client. To commence the investment advisory process, Registrant will ascertain each client’s investment objective(s) and then allocate the client’s assets consistent with the client’s designated investment objective(s). Once allocated, Registrant provides ongoing supervision of the account(s). Before engaging Registrant to provide investment advisory services, clients are required to enter into an Investment Management with Financial Planning Agreement with Eliot Rose setting forth the terms and conditions of the engagement (including termination), describing the scope of the services to be provided, and the fee that is due from the client. MISCELLANEOUS Retirement Plan Rollovers – No Obligation / Potential for Conflict of Interest: A client or prospective client leaving an employer typically has four options regarding an existing retirement plan (and may engage in a combination of these options): (i) leave the money in the former employer’s plan, if permitted, (ii) roll over the assets to the new employer’s plan, if one is available and rollovers are permitted, (iii) roll over to an Individual Retirement Account (“IRA”), or (iv) cash out the account value (which could, depending upon the client’s age, result in adverse tax consequences). If Eliot Rose recommends that a client roll over their retirement plan assets into an account to be managed by Eliot Rose, such a recommendation creates a conflict of interest if Eliot Rose will earn a new (or increase its current) compensation as a result of the rollover. If Registrant provides a recommendation as to whether a client should engage in a rollover or not, Registrant is acting as a fiduciary 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. No client is under any obligation to roll over retirement plan assets to an account managed by Eliot Rose. Eliot Rose’s Chief Compliance Officer, Jason Eliot Siperstein, remains available to address any questions that a client or prospective client may have regarding the potential conflict of interest presented by such rollover recommendations. Fiduciary Status: Per the DOL: “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 applicable, which are laws governing 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 interest ahead of yours.” Accordingly, relative to retirement accounts, “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.” Use of Mutual and Exchange Traded Funds: Eliot Rose utilizes mutual funds and exchange traded funds for its client portfolios. In addition to Registrant’s investment advisory fee described below, and transaction and/or custodial fees discussed below, clients will also incur, relative to all mutual fund and exchange traded fund purchases, charges imposed at the fund level (e.g. management fees and other fund expenses).While we may allocate investment assets to mutual funds and exchange traded funds (“ETFs”) that are not available directly to the public, Eliot Rose may also allocate investment assets to publicly- available mutual funds and ETFs that the client could purchase without engaging Eliot Rose as an investment Eliot Rose. However, if a client or prospective client determines to purchase publicly available mutual funds or ETFs without engaging Eliot Rose as an investment advisor, the client or prospective client would not receive the benefit of Eliot Rose’s initial and ongoing investment advisory services with respect to management of the asset. Custodian Charges-Additional Fees. As discussed below at Item 12 below, when requested to recommend a broker-dealer/custodian for client accounts, Registrant generally recommends that Schwab serve as the broker-dealer/custodian for client investment management assets. Broker-dealers such as Schwab may charge brokerage commissions, transaction, and/or other type fees for effecting certain types of securities transactions (i.e., including transaction fees for certain mutual funds, and mark-ups and mark-downs charged for fixed income transactions, etc.).

The types of securities for which transaction fees, commissions, and/or other type fees (as well as the amount of those fees) shall differ depending upon the broker-dealer/custodian (while certain custodians, including Schwab, do not currently charge fees on individual equity transactions, others do). These fees/charges are in addition to Registrant’s investment advisory fee at Item 5 below. Registrant does not receive any portion of these fees/charges. ANY QUESTIONS: Registrant’s Chief Compliance Officer, Jason Siperstein, remains available to address any questions that a client or prospective client may have regarding the above. Portfolio Activity. Eliot Rose has a fiduciary duty to provide services consistent with the client’s best interest. As part of its investment advisory services, Eliot Rose will review client portfolios on an ongoing basis to determine if any changes are necessary based upon various factors, including, but not limited to, investment performance, fund manager tenure, style drift, account additions/withdrawals, and/or a change in the client’s investment objective. Based upon these factors, there may be extended periods of time when Eliot Rose determines that changes to a client’s portfolio are neither necessary nor prudent. Of course, as indicated below, there can be no assurance that investment decisions made by Eliot Rose will be profitable or equal any specific performance level(s). Clients remain subject to the fees described in Item 5 below during periods of account inactivity. Cash Positions. Registrant continues to treat cash as an asset class. As such, unless determined to the contrary by Registrant, all cash positions (money markets, etc.) shall continue to be included as part of assets under management for purposes of calculating Registrant’s advisory fee. Depending upon current yields, at any point in time, Registrant’s advisory fee could exceed the interest paid by the client’s money market fund. At any specific point in time, depending upon perceived or anticipated market conditions/events (there being no guarantee that such anticipated market conditions/events will occur), the Registrant may maintain cash positions for defensive purposes. In addition, while assets are maintained in cash, such amounts could miss market advances. Cash Sweep Accounts. Account custodians generally require that cash proceeds from account transactions or cash deposits be swept into and/or initially maintained in the custodian’s sweep account. The yield on the sweep account is generally lower than those available in money market accounts. To help mitigate this issue, Registrant shall generally purchase a higher yielding money market fund available on the custodian’s platform with cash proceeds or deposits, unless Registrant reasonably anticipates that it will utilize the cash proceeds during the subsequent short-term period to purchase additional investments for the client’s account. Exceptions and/or modifications can and will occur with respect to all or a portion of the cash balances for various reasons, including, but not limited to, the amount of dispersion between the sweep account and a money market fund, an indication from the client of an imminent need for such cash, or the client has a demonstrated history of writing checks from the account. Other Assets. A client may:
• hold securities that were purchased at the request of the client or acquired prior to the client’s engagement of the Registrant. Generally, with potential exceptions, the Registrant does not/would not recommend nor follow such securities, and absent mitigating tax consequences or client direction to the contrary, would prefer to liquidate such securities. Please Note: If/when liquidated, it should not be assumed that the replacement securities purchased by the Registrant will outperform the liquidated positions. To the contrary, different types of investments involve varying degrees of risk, and there can be no assurance that future performance of any specific investment or investment strategy (including the investments and/or investment strategies recommended or undertaken by the Registrant) will be profitable or equal any specific performance level(s)In addition, there may be other securities and/or accounts owned by the client for which the Registrant does not maintain custodian access and/or trading authority; and,
• hold other securities and/or own accounts for which the Registrant does not maintain custodian access and/or trading authority. Corresponding Services/Fees: When agreed to by the Registrant, the Registrant shall: (1) remain available to discuss these securities/accounts on an ongoing basis at the request of the client; (2) monitor these securities/accounts on a regular basis, including, where applicable, rebalancing with client consent;(3) shall generally consider these securities as part of the client’s overall asset allocation; and, (4) report on such securities/accounts as part of regular reports that may be provided by the Registrant; and, (5) include the market value of all such securities for purposes of calculating advisory fee. Cybersecurity Risk. The information technology systems and networks that Registrant and its third-party service providers use to provide services to Registrant’s clients employ various controls, which are designed to prevent cybersecurity incidents stemming from intentional or unintentional actions that could cause significant interruptions in Registrant’s operations and result in the unauthorized acquisition or use of clients’ confidential or non- public personal information. Clients and Registrant are nonetheless subject to the risk of cybersecurity incidents that could ultimately cause them to incur losses, including for example: financial losses, cost and reputational damage to respond to regulatory obligations, other costs associated with corrective measures, and loss from damage or interruption to systems. Although Registrant has established its systems to reduce the risk of cybersecurity incidents from coming to fruition, there is no guarantee that these efforts will always be successful, especially considering that Registrant does not directly control the cybersecurity measures and policies employed by third-party service providers. Clients could incur similar adverse consequences resulting from cybersecurity incidents that more directly affect issuers of securities in which those clients invest, broker-dealers, qualified custodians, governmental and other regulatory authorities, exchange and other financial market operators, or other financial institutions. ESG: We don’t have or recommend a strategy: Please Note: Socially Responsible (ESG) Investing Limitations. Socially Responsible Investing involves the incorporation of Environmental, Social and Governance (“ESG”) considerations into the investment due diligence process. ESG investing incorporates a set of criteria/factors used in evaluating potential investments: Environmental (i.e., considers how a company safeguards the environment); Social (i.e., the manner in which a company manages relationships with its employees, customers, and the communities in which it operates); and Governance (i.e., company management considerations). The number of companies that meet an acceptable ESG mandate can be limited when compared to those that do not, and could underperform broad market indices. Investors must accept these limitations, including potential for underperformance. As with any type of investment (including any investment and/or investment strategies recommended and/or undertaken by Registrant), there can be no assurance that investment in ESG securities or funds will be profitable, or prove successful. Registrant does not maintain or advocate an ESG investment strategy, but will seek to employ ESG if directed by a client to do so. If implemented, Registrant shall rely upon the assessments undertaken by the unaffiliated mutual fund, exchange traded fund or separate account manager to determine that the fund’s or portfolio’s underlying company securities meet a socially responsible mandate. WE DON’T RECOMMEND Cryptocurrency: For clients who want exposure to cryptocurrencies, including Bitcoin, the Registrant, will advise the client to consider a potential investment in corresponding exchange traded securities, or an allocation to separate account managers and/or private funds that provide cryptocurrency exposure. Crypto is a digital currency that can be used to buy goods and services, but uses an online ledger with strong cryptography (i.e., a method of protecting information and communications through the use of codes) to secure online transactions. Unlike conventional currencies issued by a monetary authority, cryptocurrencies are generally not controlled or regulated and their price is determined by the supply and demand of their market. Because cryptocurrency is currently considered to be a speculative investment, the Registrant will not exercise discretionary authority to purchase a cryptocurrency investment for client accounts. Rather, a client must expressly authorize the purchase of the cryptocurrency investment. Please Note: The Registrant does not recommend or advocate the purchase of, or investment in, cryptocurrencies. The Registrant considers such an investment to be speculative. Please Also Note: Clients who authorize the purchase of a cryptocurrency investment must be prepared for the potential for liquidity constraints, extreme price volatility and complete loss of principal. Client Obligations. In performing its services, Eliot Rose shall not be required to verify any information received from the client or from the client’s other professionals and is expressly authorized to rely thereon. Moreover, each client is advised that it remains their responsibility to promptly notify Eliot Rose if there is ever any change in their financial situation or investment objectives for the purpose of reviewing, evaluating or revising Eliot Rose’s previous recommendations and/or services. Disclosure Statement. A copy of Eliot Rose’s written Privacy Notice, Disclosure Brochure as set forth on Parts 2A and 2B of Form ADV and Form CRS (“Client Relationship Summary”) shall be provided to each client or prospective client prior to, or contemporaneously with, the execution of the Investment Advisory Agreement or Financial Planning and Consulting Agreement. Any client who has not received a copy of Registrant’s written Brochure at least 48 hours prior to executing the Investment Advisory Agreement or Financial Planning and Consulting Agreement shall have five business days subsequent to executing the agreement to terminate the Registrant’s services without penalty. C. Eliot Rose shall provide investment advisory services specific to the needs of each client. Prior to providing investment advisory services, an investment adviser representative will ascertain each client’s investment objective(s). Thereafter, Eliot Rose shall allocate and/or recommend that the client allocate investment assets consistent with the designated investment objective(s). D. Eliot Rose does not participate in a wrap fee program. E. As of December 31, 2023, Eliot Rose had $125,533,216 in assets under management on a discretionary basis.