Introduction Elliott Cove Capital Management is an investment adviser registered with the United States Securities and Exchange Commission (“SEC”) and is a limited liability company (LLC) formed under the laws of the state of Washington. Ralph D Chiocco Jr, is the sole owner of Elliott Cove Capital Management, LLC. Our firm has been registered with the SEC since August 23, 2004 We are a fee-based investment advisor offering index-like asset allocation portfolios to individuals and for profit and nonprofit businesses. The nature of our services to you the client will depend on your unique financial situation, objectives, time horizons, and risk tolerance. One of the advisor representatives of Elliott Cove is also licensed as a registered representative with Lincoln Investment, a registered broker/dealer, member FINRA/SIPC, and some of our advisor representatives are also independent insurance agents. When acting in these capacities, our advisor representatives receive commissions. These conflict-of-interest situations are discussed in more detail at Item 10 of this Disclosure Brochure More information regarding our investment advisor representatives’ business and education background can be found in the respective investment advisor representative’s information required by Part 2B of Form ADV: Brochure Supplement. If you did not receive a copy of your advisor representative’s Brochure Supplement, please let us know and we will provide one. Description of Primary Advisory Business Asset Management Services Through our Asset Management Services program Elliott Cove provides continuous and ongoing supervision over your specified accounts. You must appoint our firm as your investment adviser of record on specified accounts (collectively, the “Account”) held at Axos Advisor Services. The Account consists only of separate account(s) held by Axos Advisor Services, as the broker dealer and qualified custodian, under your name. The qualified custodians maintain physical custody of all funds and securities of the Account, and you retain all rights of ownership (e.g., right to withdraw securities or cash, exercise or delegate proxy voting and receive transaction confirmations) of the Account. The Account is managed by us based on your financial situation, investment objectives and risk tolerance. We actively monitor the Account and provide advice regarding buying, selling, reinvesting or holding securities, cash or other investments of the Account. We will need to obtain certain information from you to determine your financial situation and investment objectives. You will be responsible for notifying us of any updates regarding your financial situation, risk tolerance or investment objective and whether you wish to impose or modify existing investment restrictions; however, we will contact you at least annually to discuss any changes or updates regarding your financial situation, risk tolerance or investment objectives. We are always reasonably available to consult with you relative to the status of your Account. You can impose reasonable restrictions on the management of your accounts, including the ability to instruct us not to purchase certain securities. It is important that you understand that we manage investments for other clients and give them advice or take actions for them or for our personal accounts that is different from the advice we provide to you or actions taken for you. We are not obligated to buy, sell or recommend to you any security or other investment that we buy, sell or recommend for any other clients or for our own accounts. Elliott Cove Capital Management has developed and monitors its core portfolios including their tax advantaged counterparts made up of Dimensional Fund Advisors mutual funds and exchange traded funds (ETFs). They range from long time horizon, riskier portfolios to short horizon, risk adverse portfolios. Our philosophy of working with clients is to use techniques to determine their suitability, risk tolerance and time horizon and help them choose the correct allocation for their own time horizon and risk tolerance within our core portfolios. We utilize Axos Advisor Services as the custodian for these accounts due to the depth of services including performance reporting, trading platform, and other reporting services. Brokerage fees, expenses and commissions charged by Axos Advisor Services are in addition to, and separate from, the fees charged by Elliott Cove Capital Management for its Advisory services. Elliott Cove Capital Management utilizes an internal investment committee to develop, maintain and monitor its portfolios. Amendments can be made to the core portfolios if approved by a majority of the committee members in attendance. See Item 13 for more information about how we monitor client accounts and our portfolios. The Investment Committee will set a target allocation for each asset class, within the range set out in our Investment Policy. The Committee will meet periodically to review the target allocation and adjust the targets when deemed appropriate. Retirement Plan Advising Elliott Cove Capital Management offers customized retirement plan services to pension and profit-sharing plans. These advisory services are in the form of ERISA 3(38) or 3(21) fiduciary service to employers or plan sponsors for the benefit of their employee retirement plan. Services can include some of the following services. These services are also outlined in the Retirement Advisory Agreement between Elliott Cove and the Client. RReetirement Plan Consulting (“Employers Fiduciary Liability Program”) Elliott Cove provides customized retirement plan consulting services to its plan sponsor clients. Elliott Cove focuses on delivering services to help meet the specific needs of each Client by listening to the client to determine their needs and goals as well as the challenges they have within their employee population. Based on the determinations, the Employers Fiduciary Liability Program can include: x Plan Trust document review and recommendations for necessary liability coverage x Investment Policy Statement development, including performance measurement standards x Analysis of current investment options and integration with our 7 Core Portfolios x Benchmarking and peer group analysis x Assistance in the formation of an Investment Committee x Ongoing assistance and compliance consulting x Monitoring investment results for compliance with the IPS x Assistance in selecting or amending investment alternatives x Assistance in correcting plan failures, making sure plan administration is in line with plan documents x Keeping clients up to date on new legislation and regulatory requirements x Serve as co-fiduciary 3(21) or fiduciary 3(38) for the Client’s plan As 3(21) fiduciary, we act as an investment advisor who assists in investment changes, building the fund lineup, reviewing the investment selection, and making investment recommendations. We are Co-fiduciaries for the plan. As 3(38) fiduciary, we are the investment manager and have discretion to make all the changes at our own discretion. In this case we are the sole fiduciary. We generally serve as 3(38) fiduciaries with regard to our Elliott Cove portfolios. We serve as 3(21) fiduciaries with regards to funds chosen outside

our portfolios and our portfolios underlying funds. Elliott Cove evaluates and recommends vendors and investment options for its clients following its own internal due diligence process. If you elect to utilize any of Elliott Cove’s Fiduciary Management Services, then Elliott Cove will be acting as an Investment Manager to the Plan, as defined by ERISA section 3(38), with respect to our Fiduciary Management Services, and Elliott Cove hereby acknowledges that it is a fiduciary with respect to its Fiduciary Management Services. Elliott Cove acknowledges that in performing the Fiduciary Consulting Services listed above that it is acting as a “fiduciary” as such term is defined under Section 3(21)(A)(ii) of Employee Retirement Income Security Act of 1974 (“ERISA”) for purposes of providing non-discretionary investment advice only. Elliott Cove will act in a manner consistent with the requirements of a fiduciary under ERISA if, based upon the facts and circumstances, such services cause Elliott Cove to be a fiduciary as a matter of law. However, in providing the Fiduciary Consulting Services, Elliott Cove (a) has no responsibility and will not (i) exercise any discretionary authority or discretionary control respecting management of Client’s retirement plan, (ii) exercise any authority or control respecting management or disposition of assets of Client’s retirement plan, or (iii) have any discretionary authority or discretionary responsibility in the administration of Client’s retirement plan or the interpretation of Client’s retirement plan documents, (b) is not an “investment manager” as defined in Section 3(38) of ERISA and does not have the power to manage, acquire or dispose of any plan assets, and (c) is not the “Administrator” of Client’s retirement plan as defined in ERISA.
Elliott Cove will disclose, to the extent required by ERISA Regulation Section 2550.408b-2(c), to you any change to the information that we are required to disclose under ERISA Regulation Section 2550.408b-2(c)(1)(iv) as soon as practicable, but no later than sixty (60) days from the date on which we are informed of the change (unless such disclosure is precluded due to extraordinary circumstances beyond our control, in which case the information will be disclose as soon as practicable). Our Third Party Administrators will provide such notice and Elliott Cove Capital Management will supervise our vendors to make sure the 408b notices are provided by the vendor to the sponsors and participants. In accordance with ERISA Regulation Section 2550.408b-2(c)(vi)(A), we will disclose within thirty (30) days following receipt of a written request from the responsible plan fiduciary or Plan Administrator (unless such disclose is precluded due to extraordinary circumstances beyond our control, in which case the information will be disclosed as soon as practicable) all information related to the Qualified Retirement Plan Agreement and any compensation or fees received in connection with the Agreement that is required for the Plan to comply with the reporting and disclosure requirements of Title 1 of ERISA and the regulations, forms and schedules issued thereunder. If we make an unintentional error or omission in disclosing the information required under ERISA Regulation Section 2550.408b- 2(c)(1)(iv) or (vi), we will disclose to you the correct information as soon as practicable, but no later than thirty (30) days from the date on which we learn of such error or omission. Retirement Plan Rollover Recommendations To the extent we recommend you roll over your account from a current retirement plan to an individual retirement account (“Rollover IRA”), managed by Elliott Cove please know that Elliott Cove and our investment adviser representatives have a conflict of interest. We can earn increased investment advisory fees by recommending that you roll over your account at the retirement plan to a Rollover IRA managed by Elliott Cove. We will earn fewer investment advisory fees if you do not roll over the funds in the retirement plan to a Rollover IRA managed by Elliott Cove. Thus, our investment adviser representatives have an economic incentive to recommend a rollover of funds from a retirement plan to a Rollover IRA which is a conflict of interest because our recommendation that you open an IRA account to be managed by our firm can be based on our economic incentive and not based exclusively on whether or not moving the IRA to our management program is in your overall best interest. We have taken steps to manage this conflict of interest. we have adopted an impartial conduct standard whereby our investment adviser representatives will (i) provide investment advice to a retirement plan participant regarding a rollover of funds from the retirement plan in accordance with the fiduciary status described below, (ii) not recommend investments which result in Elliott Cove receiving unreasonable compensation related to the rollover of funds from the retirement plan to a Rollover IRA, and (iii) fully disclose compensation received by Elliott Cove and our supervised persons and any material conflicts of interest related to recommending the rollover of funds from the retirement plan to a Rollover IRA and refrain from making any materially misleading statements regarding such rollover. Our investment advisor representatives shall act with the care, skill, prudence, and diligence under the circumstances then prevailing that a prudent person acting in a like capacity and familiar with such matters would use in the conduct of an enterprise of a like character and with like aims, based on the investment objectives, risk, tolerance, financial circumstances, and a client’s needs, without regard to the financial or other interests of Elliott Cove or our affiliated personnel. Tailor Advisory Services to Individual Needs of Clients Elliott Cove’s advisory services are always provided based on your individual needs. This means, for example, that when we provide asset management services, you are given the ability to impose restrictions on the accounts we manage for you, including specific investment selections and sectors. We work with you on a one-on-one basis through interviews and questionnaires to determine your investment objectives and suitability information. We will not enter into an investment adviser relationship with a prospective client whose investment objectives could be considered incompatible with our investment philosophy or strategies or where the prospective client seeks to impose unduly restrictive investment guidelines. When managing client accounts through our firm’s Asset Management Services program, we manage client accounts in accordance with the investment models previously described in this section. When client accounts are managed using models, investment selections are based on the underlying model and we do not develop customized (or individualized) portfolio holdings for each client. However, the determination to use a particular model or models is always based on each client’s individual investment goals, objectives and mandates. Client Assets Managed by Elliott Cove Capital Management The amount of assets under discretionary management by Elliott Cove Capital Management totaled $267,943,831, 868 advisory clients and 922 accounts as of December 31, 202