Description of Firm Rose Capital Advisors, LLC d/b/a Rose Capital Advisors is a boutique investment advisory firm located in Miami Beach, Florida. We are organized as a limited liability company ("LLC") under the laws of the State of Florida. Rose Capital has been an independent registered investment adviser since 2014 and is wholly owned by Michael Rose, CFP®.
The Firm offers a broad scope of investment advisory services, which include asset management, financial planning and investment consulting. Through these services, Rose Capital Advisors strives to identify realistic solutions that satisfy the core investment and life planning needs of families and small businesses who seek objectivity, candor and an adherence to fiduciary standards and responsibilities. Since our investment recommendations are based on each client's specific financial situation, investment advice regarding the same security or investment strategy may differ from client to client.
This Part 2A disclosure document is tailored to advisory services that are not part of our firm's Wrap Fee Portfolio Management Program. If you are a prospective client of our Wrap Fee Portfolio Management Program, we will deliver our Form ADV Part 2A Appendix 1 disclosure document to you. The following paragraphs describe our services and fees. Refer to the description of each investment advisory service listed below for information on how we tailor our advisory services to your individual needs. As used in this brochure, the words "we," "our," "us," "the Firm" and "Rose Capital" refer to Rose Capital Advisors and the words "you," "your," and "client" refer to you as either a client or prospective client of our firm.
While this brochure generally describes the business of Rose Capital, certain sections also discuss the activities of its Supervised Persons, which refer to the Firm's officers, partners, directors (or other persons occupying a similar status or performing similar functions), employees or any other person who provides investment advice on Rose Capital's behalf and is subject to the Firm's supervision or control.
Financial Planning and Consulting Services We offer a range of financial planning and consulting services, which may include any or all of the following functions:
•Cash Flow Analysis
•Retirement Planning
•Education Funding
•Trust and Estate Planning
•Life Management Analysis
•Retirement Plan Analysis While each of these services is available on a stand-alone basis, certain of them may also be rendered in conjunction with investment portfolio management as part of a comprehensive wealth management engagement (as described in the Wrap Program Brochure). These services can range from broad- based financial planning to consultative or single subject planning. If you retain our firm for financial planning or consulting services, we will meet with you to gather information about your financial circumstances and objectives. We may also use financial planning software to determine your current financial position and to define and quantify your long-term goals and objectives. Once we specify those long-term objectives (both financial and non-financial), we will develop shorter-term, targeted 4 objectives. Once we review and analyze the information you provide to our firm and the data derived from our financial planning software, we will deliver a written plan to you, designed to help you achieve your stated financial goals and objectives.
In performing these services, we are not required to verify any information received from you or your other professionals (e.g., attorneys, accountants, etc.) and we are expressly authorized to rely on such information. Financial plans are based on your financial situation at the time we present the plan to you, and on the financial information you provide to us. You must promptly notify our firm if your financial situation, goals, objectives, or needs change.
We may recommend the services of Rose Capital, its Supervised Persons in their individual capacities as registered representatives of a broker-dealer and/or other professionals to implement its recommendations. You are advised that a conflict of interest exists if you engage us to provide additional fee-based services. You are under no obligation to act on our financial planning recommendations. Should you choose to act on any of our recommendations, you are not obligated to implement the financial plan through any of our other investment advisory services. Moreover, you may act on our recommendations by placing securities transactions with any brokerage firm.
Management Services to Private Pooled Investment Vehicles Rose Capital Advisors serves as an investment manager or adviser to the Rose Capital Advisors Vintage Series, private pooled investment vehicles structured as a fund of funds, whether a single fund of funds or more than one, herein referred to as ("the Fund" or "Funds"). In our role as investment advisor to the Funds, Rose Capital Advisors is responsible for the manager due diligence, manager selection and allocation.

Additionally, Rose Capital Advisors is responsible for manager oversight and fee negotiations. The Funds are unregistered investment companies organized as a limited partnerships. Investments in the Funds are not registered under the Securities Act of 1933, as amended, and are only offered after delivery of a private placement memorandum and execution of the subscription agreement and other offering documents. Investments in the Funds are offered only to accredited investors, within the meaning of SEC Rule 501 of Regulation D of the Securities Act of 1933, and to qualified clients, as defined within the meaning of Rule 205-3 under the Advisers Act. An investor must qualify under both definitions to be considered for the Funds offerings. Investments in the Fund are offered by private offering memorandum which provides investors with full disclosure regarding the objectives of the Funds, the risks involved with the offering and the minimum initial capital contribution or commitment required. Different strategies may be carried out for each of the Funds and therefore, there should be no expectation that the performance of any individual Fund would or should be similar to that of any other Fund. You should refer to the subscription agreement and other offering documents for a complete description of the fees, investment objectives, risks, and other relevant information associated with investing in the Funds.
Sponsor and Manager of Wrap Program Rose Capital is a portfolio manager and a sponsor of a Wrap Fee Investment Management Program, which is a type of portfolio management program where clients pay a single fee that includes management fees and certain other brokerage costs. The overall cost you will incur if you participate in our Wrap Fee Program may be higher or lower than you might incur by separately purchasing the types of securities available in the program. Rose Capital manages wrap fee accounts on a discretionary basis. Wrap fee accounts are typically more appropriate for active accounts and are managed accordingly.
5 To compare the cost of the wrap fee program with non-wrap fee portfolio management services, you should consider the frequency of trading activity associated with our investment strategies and the brokerage commissions charged by or other broker-dealers, and the advisory fees charged by investment advisers. For more information concerning the Wrap Fee Program see Appendix 1 to this Brochure.
Types of Investments We offer advice on mutual fund shares, exchange traded funds ("ETFs"), equity securities, corporate debt securities, equity options, and private investment vehicles, including fund-of-funds.
Additionally, we may advise you on various types of investments based on your stated goals and objectives. We may also provide advice on any type of investment held in your portfolio at the inception of our advisory relationship.
Since our investment recommendations are based on each client's specific financial situation, the investment advice we provide to you may be different or conflict with the advice we give to other clients regarding the same security or investment.
Rollover Recommendations Effective December 20, 2021 (or such later date as the US Department of Labor ("DOL") Field Assistance Bulletin 2018-02 ceases to be in effect), for purposes of complying with the DOL's Prohibited Transaction Exemption 2020-02 ("PTE 2020-02") where applicable, we are providing the following acknowledgment to you. 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. 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. We benefit financially from the rollover of your assets from a retirement account to an account that we manage or provide investment advice, because the assets increase our assets under management and, in turn, our advisory fees. As a fiduciary, we only recommend a rollover when we believe it is in your best interest.
Assets Under Management As of December 31, 2023, Rose Capital Advisors had $366,304,005 assets under management on a discretionary basis and $176,881,865 on a non-discretionary basis.
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