ELIOT ROSE WEALTH MANAGEMENT, LLC

Part 2A of Form ADV: Firm Brochure Form ADV, Part 2A, Item 1 Cover Page C 10 Dorrance Street, Suite 700 Providence, RI 02903 Tel: (401) 588-5102 Website: www.eliotrose.com February 10, 2026 FORM ADV PART 2 FIRM BROCHURE We appreciate your interest in our services. This brochure outlines who we are, what we do, and how we can assist you in managing your financial future. This brochure provides information about the qualifications and business practices of Eliot Rose Wealth Management, LLC. If you have any questions about the contents of this brochure, please contact us at (401) 588-5102. The information in this brochure has not been approved or verified by the United States Securities and Exchange Commission or by any state securities authority. Additional information about Eliot Rose Wealth Management, LLC is also available on the SEC’s website at www.adviserinfo.sec.gov. The searchable IARD/CRD number for Eliot Rose Wealth Management, LLC is 120465. Eliot Rose Wealth Management, LLC is a Registered Investment Adviser. Registration with the United States Securities and Exchange Commission or any state securities authority does not imply a certain level of skill or training. 1  Form ADV, Part 2A, Item 2 Material Changes Annual Update The Material Changes section of this brochure will be updated annually or when material changes occur since the previous release of the Firm Brochure. Each year, we will ensure that you receive a summary of any material changes to this and subsequent brochures by April 30th. We will further provide you with our most recent brochure at any time at your request, without charge. You may request a brochure by contacting us at (401) 588-5102. Material Changes since the Last Update Since the firm’s last update on March 26, 2025, the firm has had the following material changes: • The firm has changed office location to 10 Dorrance Street, Suite 700, Providence, RI 02903. • Fee Structure was updated in Item 5: Fees and Compensation 2  Form ADV, Part 2A, Item 3 Table of Contents Advisory Business…………………………………………………………… 4 Fees and Compensation…………………………………………………….. 7 Performance-Based Fees and Side-By-Side Management……………. 9 Types of Clients………………………………………………………………. 10 Methods of Analysis, Investment Strategies, and Risk of Loss……… 11 Disciplinary Information…………………………………………………….. 14 Other Financial Industry Activities and Affiliations……………………. 14 Code of Ethics, Participation or Interest in Client Transactions and Personal Trading……………………………………………………………… 15 Brokerage Practices………………………………………………………….. 16 Review of Accounts………………………………………………………….. 17 Client Referrals and Other Compensation……………………………….. 18 Custody………………………………………………………………………… 19 Investment Discretion……………………………………………………….. 19 Voting Client Securities……………………………………………………… 20 Financial Information………………………………………………………… 22 Requirements for State-Registered Advisers…………………………… 22 3  Form ADV Part 2A, Item 4 Advisory Business Eliot Rose Wealth Management, LLC (hereinafter called “Eliot Rose”) is a Registered Investment Adviser based in Rhode Island, and incorporated under the laws of the State of Rhode Island. Eliot Rose is owned by Jason Siperstein and Gary Siperstein. Eliot Rose is registered with the SEC and subject to the rules and regulations of the Investment Advisers Act of 1940. Founded in May 2002, Eliot Rose provides investment advisory services, which may include, but are not limited to: (1) Financial Planning: We develop comprehensive financial plans that establish our clients' financial objectives and priorities across their full financial lives, including retirement planning, income and distribution strategies, tax optimization, Social Security and Medicare planning, estate and legacy planning, risk management, and other areas tailored to each client's unique circumstances and (2) Asset Management: We implement and manage portfolios designed to achieve the objectives established in each client's financial plan, utilizing diversified investment strategies across equities, fixed income, mutual funds, exchange-traded funds, interval funds, and other appropriate investment vehicles. Clients may impose restrictions on investing in certain securities or types of securities (such as a product type, specific companies, specific sectors, etc.). Financial Planning Services Phase 1: Financial Planning Process: Generally, every new client relationship at Eliot Rose starts with our comprehensive financial planning service, tailored to provide sound advice based on a deep understanding of your individual circumstances and goals. Key Elements of Our Process: • Comprehensive Understanding: We start by getting to know you and your financial goals deeply. This understanding forms the basis of every recommendation we make, ensuring that our advice is tailored to your life's specifics. • Strategic Planning: Leveraging our expertise, we develop a strategic plan that addresses your immediate needs and long-term objectives. This plan serves as a roadmap, guiding your financial decisions and helping you navigate the complexities of investing, retirement planning, and beyond. • Dynamic Adaptation: Recognizing that life is ever-changing, we design our financial plans to be flexible. We continuously monitor and adjust your plan to accommodate new goals, changes in your financial circumstances, and shifts in the economic landscape. • Empowerment Through Education: We believe in empowering you with knowledge. Our process is collaborative and transparent, ensuring that you understand the rationale behind each decision and how it contributes to your overall financial health. • Ongoing Support and Guidance: As your trusted advisors, we are committed to supporting you throughout your financial journey. We provide continuous oversight and timely updates, helping you feel confident and in control of your financial future. 4  Our goal is to ensure that you are well-prepared for the future, with a clear path forward and the support you need to achieve your financial objectives. Legal Advice Disclaimer Clarification of Services: At Eliot Rose Wealth Management, our focus is on providing high- quality financial planning and investment management services. It is important for our clients to understand that while we often discuss and provide guidance on matters related to estate planning, trusts, and other financial-related subjects, our services do not include the provision of legal advice. Recommendation to Seek Professional Legal Advice: We recommend that our clients seek specific legal advice from a licensed attorney for any matters that involve complex legal issues or require legal representation. This includes, but is not limited to, the drafting of wills, trust documents, and other legal instruments. Collaboration with Legal Professionals: We frequently collaborate with our clients’ attorneys to ensure that the financial strategies we develop are aligned with our clients' overall legal and estate planning goals. This teamwork enables us to provide a cohesive and comprehensive approach to managing our clients' financial affairs while ensuring that all legal aspects are properly addressed by qualified legal professionals. Why This Matters: By clarifying the scope of our services, we aim to prevent any confusion about our role as financial advisors versus that of legal advisors. This distinction ensures that our clients receive the most appropriate and specialized advice in each area of their financial and estate planning needs. Use of Third-Party Service Provider for Financial Planning Fees: Eliot Rose Wealth Management engages AdvicePay, Inc. (“AP”), a third-party service provider, to enhance our financial planning services. AdvicePay offers a secure, cloud-based platform designed specifically to facilitate the processing of Automated Clearing House (ACH) and credit card payments for our financial planning fees. This integration allows our clients to manage their financial planning payments with ease and security. Investment Management Services Phase 2: Investment Management Services Following or alongside Phase 1, we offer comprehensive investment management services. This is a critical next step for implementing the financial strategies we've developed together during the planning phase. How It Works 1. As part of our advisory engagement, we implement comprehensive investment 2. Transition from Planning to Managing: • management services following or alongside the financial planning process outlined above. Customized Investment Strategy: 5  We create a personalized investment strategy that aligns with your financial goals, 3. Your portfolio is constructed using a mix of assets tailored to meet your objectives 4. We continuously monitor your investments and make adjustments as necessary, 5. • risk tolerance, and time horizon as identified in your financial planning process. Portfolio Construction: • and manage risk effectively. Ongoing Monitoring and Rebalancing: • based on market conditions, economic changes, or shifts in your life circumstances. Reporting and Communication: • You will receive regular updates on your portfolio’s performance. We encourage ongoing communication to ensure your investment objectives remain aligned with your financial goals. Integration with Financial Planning Investment management at Eliot Rose is not a standalone service but a part of a holistic approach that includes your financial planning. Managing your investments without an integrated financial plan would be like navigating without a map. Why Choose Our Investment Management Services: • • • Expertise: Leveraging our extensive market knowledge and investment research. Personalization: Tailoring strategies that are unique to your situation. Alignment: Ensuring your investments are always aligned with your broader financial objectives. Retirement Plan Rollovers – No Obligation / Potential for Conflict of Interest: When considering leaving an employer, you typically have several options regarding your existing retirement plan assets: 1. 2. 3. 4. Leave the assets in the former employer’s plan, if permitted. Roll over the assets to a new employer’s plan, if available and rollovers are permitted. Roll over to an Individual Retirement Account (IRA). Cash out the account value, which may result in adverse tax consequences depending on your age. If Eliot Rose Wealth Management advises you to roll over your retirement plan assets into an account we manage, it's important to note that this creates a potential conflict of interest. We may earn new or increase our current compensation as a result of the rollover. As fiduciaries, acting in your best interest is our legal obligation. You are not required to roll over retirement plan assets to an account managed by us, and we ensure our recommendations align with your financial goals. We recommend rolling over your 401k to an IRA managed by Eliot Rose Wealth Management only if it proves to be advantageous for you, considering the following potential benefits: • Broader Investment Choices: IRAs typically offer a wider range of investment options than employer-sponsored plans, allowing for a more customized investment strategy that aligns with your financial goals. 6  • Personalized Management: Our firm provides tailored investment management, adjusting your portfolio to reflect your evolving financial needs and market conditions. • Consolidated Accounts: Managing all your retirement assets in one place simplifies your financial oversight and makes strategic adjustments more manageable. • Potential Cost Efficiencies: An IRA may reduce the overall costs associated with managing your investments, potentially enhancing your asset growth over time. • Strategic Tax Planning: We optimize your accounts for tax efficiency based on a holistic financial plan, which can include considerations like Roth conversions and strategic withdrawals. • Ongoing Financial Planning: Our services include continuous financial planning to adjust your strategies based on life changes and economic shifts, ensuring that your retirement planning remains on track. • Sustainable Spending Strategies: We help you develop spending strategies that aim to preserve your wealth throughout retirement, adjusting for factors such as market performance, inflation, and personal circumstances. Our Fiduciary Duty: As fiduciaries, Eliot Rose Wealth Management is legally obligated to act in your best interests, adhering to the highest standards of professional care. This includes: • Providing Prudent Advice: We give you advice that is carefully considered and tailored to meet your financial needs. • Prioritizing Your Interests: We ensure that your goals and needs come first, ahead of our own interests. • Clear Communication: We avoid misleading statements about fees, investments, and any potential conflicts of interest. • Robust Policies: We adhere to stringent policies designed to ensure that all recommendations are made with your best interest in mind. • Reasonable Compensation: We ensure that our compensation for services is fair and reasonable, reflecting the value of the services provided. As of January 26, 2026, Eliot Rose had $186,327,765 in assets under management on a discretionary basis and $0 in non-discretionary assets under management. Form ADV, Part 2A, Item 5 Fees and Compensation Financial Planning Fees • We charge a flat fee of $5,400 for our financial planning services, payable in two installments. Investment Management Fees • Our investment management fees are structured on a tiered basis, calculated as a percentage of assets under management (AUM). This tiered structure is designed to be fair and equitable, ensuring that every dollar in each tier is charged at the same rate for all clients: 7  Account Value First $500,000 Next $1,500,000 Next $2,000,000 Next $1,000,000 Over $5,000,000* Annual Fee 1.25% 1.00% 0.75% 0.65% 0.50% *Applied to portion exceeding $5 million. Example of How Our Tiered Fees Work First $500,000: Charged at 1.25% Next $1,500,000: Charged at 1.00% Remaining $1,000,000: Charged at 0.75% Let's consider you have $3,000,000 managed by us. Our fee structure is designed to be fair and transparent, applying progressively lower rates as your investment increases: • • • This tiered system results in a total blended annual fee of approximately 0.96%. By applying the same rate to each dollar within the same tier, we ensure fairness and consistency across our fee structure, allowing each client to benefit from reduced rates as their portfolio grows. Billing Practices • Fees are billed quarterly in arrears, based on the account value at the end of each quarter. We offer the convenience of deducting fees directly from your managed accounts, which provides a straightforward and transparent billing process. In individual cases, Eliot Rose has the sole discretion to negotiate fees that are lower than the standard fee shown or to waive fees. Fees are not based on the share of capital gains or capital appreciation of the funds or any portion of the funds. Our fees are structured to reflect the quality and personalized nature of our services; fees and services may vary among different providers. Fees for the initial quarter will be prorated based upon the number of calendar days in the calendar quarter that the advisory agreement is in effect. As authorized in the client agreement, the account custodian withdraws Eliot Rose Wealth Management, LLC’s advisory fees directly from the clients’ accounts according to the custodian’s policies, practices, and procedures. The custodial statement includes the amount of any fees paid to Eliot Rose for advisory services. Clients may terminate investment advisory services obtained from Eliot Rose, without penalty, upon written notice within five (5) business days after entering into the advisory agreement. The client is responsible for any fees and charges incurred by the client from third parties as a result of maintaining the account such as transaction fees for any securities transactions executed and account maintenance or custodial fees. Thereafter, the client may terminate advisory services upon written notice delivered to and received by Eliot Rose. Clients who terminate investment advisory services during a quarter are charged a prorated advisory fee based on the date of Eliot Rose’s receipt of client’s written notice to terminate. 8  Any earned but unpaid fees are immediately due and payable, and any prepaid and unearned fees will be immediately refunded. Additional Costs • In addition to our fees, clients may also incur other costs such as custodial fees, mutual fund transaction fees, and other investment-related expenses. We are committed to minimizing these costs through cost-effective solutions and will always provide full transparency regarding any additional charges. In addition to advisory fees paid to Eliot Rose as explained above, clients may pay custodial service, account maintenance, transaction, and other fees associated with maintaining the account. These fees vary by broker and/or custodian. Clients should ask Eliot Rose for details on transaction fees or other custodial fees specific to their account, as these fees are not included in the annual advisory fee. Eliot Rose does not share any portion of such fees. Additionally, for any mutual funds purchased, the client may pay their proportionate share of the funds’ distribution, internal management, investment advisory and administrative fees. Such fees are not shared with Eliot Rose and are compensation to the fund manager. Benefits of Our Fee Structure • Our tiered fee model is designed to be fair and align our interests with yours. As your asset base grows, the rate you pay decreases, which not only encourages us to help you grow your wealth but also makes the cost of managing larger asset sizes more economical for you. Form ADV, Part 2A, Item 6 Performance-Based Fees and Side-By-Side Management Performance-Based Fees We do not charge performance-based fees. Such fees typically reward advisors based on investment gains, potentially incentivizing riskier strategies. By opting out, we ensure our advice remains unbiased, focusing solely on your best interests without the lure of additional gains. Side-by-Side Management We avoid managing performance-based and fixed-fee accounts simultaneously to prevent conflicts of interest. This ensures all clients are treated equally, without preference for potentially more lucrative accounts. Commitment to Transparency and Fairness Our fee structure is uniform and transparent, promoting fairness and trust. We continuously monitor and openly communicate our management practices, ensuring all clients receive consistent, fair treatment under a clear, understandable fee model. 9  Form ADV, Part 2A, Item 7 Types of Clients At Eliot Rose Wealth Management, our focus is on serving retirees and individuals who are nearing retirement. Here’s a detailed look at the client profiles we typically work with: Pre-Retirees We work closely with individuals who are within 12 months of retirement, a period we refer to as their "leap year"-to prepare for this significant transition. Our services during this critical period include comprehensive financial planning, retirement income strategies, and risk management to ensure a smooth and stress-free transition into retirement. Retirees Our core clientele consists of individuals who have already retired and are focused on maintaining a comfortable lifestyle through effective asset management. We provide tailored advice on income distribution strategies, tax optimization, estate planning, and investment management to preserve and grow their wealth throughout retirement. Families Focused on Legacy Planning We also assist retired clients and their families in planning for future generations. This includes estate planning, charitable giving strategies, and trust management to ensure that their legacy is managed according to their wishes. Client Investment Minimums To ensure we can provide focused and high-quality service, we typically require a minimum investment of $1,000,000 for our asset management services. This requirement helps us to deliver deeply personalized and strategic advice that significantly impacts our clients' financial success. We evaluate potential clients on a case by case basis to ensure our services align with their unique needs and objectives, striving to add the value they expect. Our Expertise and Commitment Our team is adept at navigating the unique challenges and opportunities that arise during the transition to retirement and beyond. We are committed to providing our clients with peace of mind, knowing their financial affairs are handled with expertise and care. Whether you are preparing to retire or are already enjoying retirement, our goal is to ensure your financial plan works effectively for you in this new phase of life, supporting both your immediate needs and long-term aspirations. 10  Form ADV, Part 2A, Item 8 Methods of Analysis, Investment Strategies, and Risk of Loss Methods of Analysis Eliot Rose’s methods of analysis and investment strategies incorporate the client’s needs and investment objectives, time horizon, and risk tolerance. Eliot Rose is not bound to a specific investment strategy for the management of investment portfolios. Instead, we consider each client’s risk tolerance levels discussed during our initial financial planning engagement, which is updated on an on-going basis. Examples of methodologies that our investment strategies may incorporate include: • • • Valuation Analysis: We assess the intrinsic value of investments by examining financial metrics and broader market conditions. This helps us identify undervalued opportunities that may provide significant growth potential. Risk/Reward Assessment: We analyze the potential returns of an investment relative to its risks to ensure that anticipated returns justify the risks taken. Asymmetric Risk Profiles: We focus on opportunities where the potential for gains significantly outweighs the risks, enhancing the portfolio's overall risk/reward balance. Investment Strategies Our investment strategies are executed primarily through ETFs, mutual funds, and interval funds, which allow us to efficiently express our investment views across various asset classes: • • Strategic Asset Allocation: We allocate investments across these vehicles to achieve a diversified portfolio that can withstand different market conditions. This includes selecting funds that are strategically positioned to benefit in multiple economic environments rather than just one. Diversification Across Non-Correlated Assets: We strategically select ETFs, mutual funds, and interval funds that have low correlation with one another. This approach minimizes overall portfolio volatility and is crucial for providing more stable returns, particularly for clients who rely on their investments for income. Use of ETFs, Mutual Funds, and Interval Funds: • • • ETFs offer liquidity, flexibility, and tax-efficiency making them ideal for achieving market exposure. Mutual Funds provide access to a range of asset classes and professional management, facilitating broad diversification. Interval Funds offer exposure to alternative investments with periodic liquidity opportunities, which can be beneficial for long-term investment strategies. Asset allocation involves distributing investments across diverse asset classes—such as stocks, bonds, and real estate—based on historical performance and each client's unique risk tolerance. Our approach focuses on creating balanced portfolios rather than selecting individual investments, aiming to include assets that respond differently to market changes. This benefits our clients by 11  potentially reducing overall portfolio risk, enhancing long-term returns, and aligning investments with personal financial goals. Effective diversification, a key component of our strategy, examines how various assets interact within a portfolio. We apply the following principles to serve our clients' best interests: • • • • Selecting assets that move independently of each other to spread risk Including investments that may counterbalance during market fluctuations, providing stability Continuously monitoring and adjusting portfolios to maintain optimal balance as markets evolve Tailoring asset allocation to each client's risk tolerance, time horizon, and financial objectives Through this strategic approach, we aim to create portfolios designed to weather various market conditions while striving for consistent, long-term growth. Our investment philosophy prioritizes our clients' financial well-being, focusing on sustainable wealth accumulation and preservation rather than short-term gains or market timing. Cash Positions and Cash Management: Our firm may maintain cash positions in client accounts to align with our investment strategy or for defensive purposes. The amount of cash held is influenced by market conditions, your investment goals, and liquidity requirements. • • • • Strategic Allocation: Cash positions are managed based on current market conditions and your investment goals. Interest Rates: Cash is typically swept into interest-bearing accounts, but rates may not exceed account fees. Discretionary Management: We adjust cash allocations as market conditions change. Performance Impact: Extended periods with high cash positions may affect overall portfolio performance, particularly in rising markets. We continuously monitor cash levels to ensure they are aligned with your investment objectives and risk tolerance. Risk of Loss Risk of Loss: Investing in ETFs, mutual funds, and interval funds involves risks, including but not limited to: • Market Risk. The prices of securities in which clients invest may decline in response to certain events taking place around the world, including those directly involving the companies whose securities are owned by the client or an underlying fund; conditions affecting the general economy; overall market changes; local, regional or global political, social or economic instability; and currency, interest rate and commodity price fluctuations. Investors should have a long-term perspective and be able to tolerate potentially sharp declines in market value. 12  • Management Risk. Eliot Rose’s investment approach may fail to produce the intended results. If our perception of the performance of a specific asset class or underlying fund is not realized in the expected time frame, the overall performance of client’s portfolio may be impacted. • Liquidity Risk: While ETFs are generally liquid, interval funds offer limited liquidity, and redemptions are not immediately accessible. • Fixed Income Risk. The issuer of a fixed income security may not be able to make interest and principal payments when due. Generally, the lower the credit rating of a security, the greater the risk that the issuer will default on its obligation. If a rating agency gives a debt security a lower rating, the value of the debt security will decline because investors will demand a higher rate of return. As nominal interest rates rise, the value of fixed income securities is likely to decrease. A nominal interest rate is the sum of a real interest rate and an expected inflation rate. • Artificial Intelligence and Machine Learning Risk. Certain service providers utilized by the Firm to service client accounts have artificial intelligence components. The use of artificial intelligence and machine learning includes increased risk of data inaccuracies and security vulnerabilities. Due to the rapid advancement of machine learning technologies, future risks related to artificial intelligence are unpredictable. As a measure to mitigate these risks to our clients, the Firm performs periodic due diligence of our service providers for assurance that the service providers have appropriate controls in place to protect our clients’ information and to limit data inaccuracies when artificial intelligence is used by the service provider. • Investment Companies Risk. When a client invests in open end mutual funds or ETFs, the client indirectly bears its proportionate share of any fees and expenses charged by those funds, in addition to our advisory fees. This can result in higher overall expenses. However, these investments offer diversification and professional management, which can be beneficial to your portfolio. A client’s overall portfolio may be affected by losses of an underlying fund and the level of risk arising from the investment practices of an underlying fund (such as the use of derivatives). ETFs are also subject to the following risks: (i) an ETF’s shares may trade at a market price that is above or below their net asset value; (ii) the ETF may employ an investment strategy that utilizes high leverage ratios; or (iii) trading of an ETF’s shares may be halted if the listing exchange’s officials deem such action appropriate, the shares are de-listed from the exchange, or the activation of market-wide “circuit breakers” (which are tied to large decreases in stock prices) halts stock trading generally. Eliot Rose has no control over the risks taken by the underlying funds. Managing Investment Risks: We employ comprehensive risk management strategies, including continuous monitoring of market trends, economic indicators, and portfolio performance. Regular reviews and adjustments ensure that our asset allocations remain aligned with client objectives and market realities. 13  Understanding Tax Implications: Our investment strategies are designed to maximize your financial potential, which often includes considering tax efficiency. Different investment approaches can have varying tax implications, which may significantly impact your overall returns. To ensure you're making the most informed decisions: • • • We encourage ongoing consultation with a qualified tax professional This applies to all clients, regardless of account size or investment strategy Tax considerations are an integral part of a comprehensive financial plan By staying proactive with tax planning, you can potentially enhance your long-term financial outcomes and avoid unexpected tax liabilities. Balancing Risk and Reward: Investing always involves some level of risk, but it's also the pathway to potential financial growth. Here's how we approach risk management: • • • We tailor investment strategies to align with your personal risk tolerance Our goal is to balance potential rewards with an acceptable level of risk We employ diversification and other risk management techniques While we strive to preserve and grow your wealth, it's important to understand that all investments carry a risk of loss that clients should be prepared to bear. We work diligently to manage these risks, but market fluctuations and other factors can impact investment performance. Our commitment is to provide you with a clear understanding of both the potential rewards and risks associated with your investment strategy. We believe that by staying informed and maintaining open communication, we can work together to navigate market challenges and pursue your financial goals effectively. However, regardless of the methods of analysis or strategies suggested for your particular investment goals, you should carefully consider these risks, as they all bear risks. Form ADV, Part 2A, Item 9 Disciplinary Information Eliot Rose Wealth Management, LLC or its Principal Executive Officers have not had any reportable disclosable events in the past ten years. Form ADV, Part 2A, Item 10 Other Financial Industry Activities and Affiliations Registration Status Eliot Rose Wealth Management is registered as a Registered Investment Adviser (RIA) with the Securities and Exchange Commission (SEC). Our firm and its representatives are dedicated to providing fiduciary investment advisory services under SEC regulation. We are not registered, nor 14  do we have pending applications to register, as broker-dealers or registered representatives of broker-dealers. Similarly, we are not registered or planning to register as futures commission merchants, commodity pool operators, or commodity trading advisors. Professional Services As detailed in earlier sections, our firm does not serve as an attorney, accountant, or insurance agent. We do not prepare legal documents, prepare tax returns, or sell insurance products. Our focus remains solely on providing high-quality financial planning and investment management services. Compensation from Other Financial Institutions Eliot Rose Wealth Management does not receive any form of compensation, either direct or indirect, from other investment advisors that we recommend or select for our clients. Form ADV, Part 2A, Item 11 Code of Ethics, Participation or Interest in Client Transactions and Personal Trading Eliot Rose’s Code of Ethics includes guidelines for professional standards of conduct for our Associated Persons. Our goal is to protect client interests at all times and to demonstrate our commitment to fiduciary duties of honesty, good faith, and fair dealing. All of Eliot Rose’s Associated Persons are expected to strictly adhere to these guidelines. Persons associated with Eliot Rose Wealth Management, LLC are also required to report any violations to the Code of Ethics. Additionally, the firm maintains and enforces written policies reasonably designed to prevent the misuse or dissemination of material, non-public information about our clients or client accounts by persons associated with our firm. Eliot Rose and its employees may buy or sell securities that are also held by clients. It is the expressed policy of the advisor that no person employed by our firm purchase or sell any security prior to the transaction being implemented for an advisory account; therefore, preventing such employees from benefiting from transactions placed on behalf of the advisory clients. The advisor may have an interest or position in a certain security, which may also be recommended to the client. As these situations may present a conflict of interest, the advisor has established the following restrictions in order to ensure its fiduciary responsibilities should this issue ever arise: 1. A director, officer or employee of the advisor shall not buy or sell a security for their personal portfolio(s) where their decision is substantially derived, in whole or part, by reason of his or her employment, unless the information is also available to the investing public. No owner/employee of Eliot Rose shall prefer their own interest to that of the client. 2. The advisor maintains a list of all securities held by the company and all directors, officers, and employees. These holdings are reviewed on a quarterly basis by the principal of the firm. 15  3. The advisor requires that all employees must act in accordance with all applicable Federal and State regulations governing registered investment advisors. 4. The advisor may block personal trades with those of clients but will ensure that clients are not at a disadvantage. Eliot Rose’s Code of Ethics is available to you upon request. You may obtain a copy of our Code of Ethics by contacting Jason Siperstein at (401) 588-5102. Form ADV, Part 2A, Item 12 Brokerage Practices Selection of Brokers and Custodians Eliot Rose Wealth Management carefully selects brokers and custodians based on their reliability, the quality of their services, and their ability to provide access to necessary market data and investment products. Our primary goal is to achieve the best possible execution for our clients' transactions while also considering factors such as cost, speed, and the likelihood of execution. In order for Eliot Rose to provide asset management services, we request you utilize the brokerage and custodial services of Charles Schwab & Co., Inc. (“Scwhab”), for which we have an existing relationship. Eliot Rose and Scwhab are not affiliated companies. In considering which independent qualified custodian will be the best fit for Eliot Rose’s business model, we are evaluating the following factors, which is not an all-inclusive list:  Financial strength  Reputation  Reporting capabilities  Execution capabilities  Pricing, and  Types and quality of research Best Execution We strive to ensure that all client transactions are executed at the most favorable terms available. Best execution means evaluating not only the fees and rates but also a broker’s overall ability to execute trades effectively, considering aspects such as timing, order size, and the type of security being traded. Client-Directed Brokerage While we recommend brokerage firms that align with our commitment to best execution, clients may direct us to use a specific broker for their transactions. It is important for clients to understand that directing brokerage may prevent us from achieving the most favorable execution or cost efficiency. Clients who choose to direct their brokerage may incur higher commissions or receive less favorable pricing. Aggregation and Allocation of Trades 16  Eliot Rose Wealth Management may aggregate orders to consolidate trades for execution purposes. Aggregating trades allows us to execute transactions more efficiently and may enable us to obtain better pricing or more favorable execution terms. We ensure that all aggregated trades are allocated equitably among our clients according to a pre-defined allocation policy, which ensures that no account is systematically favored over another. Soft Dollar Practices Our firm receives certain research and other benefits from brokers (commonly referred to as "soft dollar" benefits). These benefits may include access to research reports, financial databases, analytical software, and other tools that assist in the investment decision process. While these benefits may give us an incentive to select certain brokers, our foremost priority is the interests and costs to our clients. All soft dollar arrangements comply with Section 28(e) of the Securities Exchange Act of 1934. Review of Brokerage and Execution Services We regularly review our brokerage practices to ensure that the brokers we use continue to meet our standards for best execution. This review considers both the qualitative and quantitative aspects of the services provided by brokers. Conflicts of Interest Our firm's policies are designed to prevent any potential conflicts of interest between our brokerage practices and our fiduciary obligations to our clients. We disclose all brokerage practices and any potential conflicts to our clients and ensure transparency in all transactions. Form ADV, Part 2A, Item 13 Review of Accounts Regular Reviews At Eliot Rose Wealth Management, our client accounts and financial plans are reviewed regularly to ensure alignment with each client's financial objectives and life circumstances. Reviews are conducted periodically, with more frequent reviews possible due to significant life events or economic changes that could impact a client's financial strategy. Review Triggers It's crucial to adjust your financial plan to reflect significant life changes, such as transitioning into full retirement, changes in health status, or shifts in family responsibilities like caregiving for a spouse or grandchildren Economic shifts, market fluctuations, or changes in tax laws that might affect a client's investments or financial strategy can also prompt a review. Clients are encouraged to request ad-hoc reviews as needed, in addition to our regular scheduled reviews throughout the year. 17  Comprehensive Review Process Review sessions may cover the investment portfolio, the broader financial plan, specific issues, or all of the above. This holistic approach ensures that: • • • Portfolio Performance Alignment: The investment portfolio is evaluated to ensure it is performing as expected and aligns with the client’s risk tolerance and investment objectives. This includes assessing how well the investments are meeting the planned benchmarks and financial goals. Financial Plan Relevance: The financial plan is reviewed to ensure it remains relevant to the client’s current life situation and long-term goals. This part of the review process may involve discussing any new financial opportunities or challenges that have arisen since the last review. It's crucial to adjust the financial plan to reflect significant life changes, such as a health event, the birth of a grandchild, or retirement. Identification and Implementation of Necessary Adjustments: Necessary adjustments to either the portfolio or the financial plan are identified and implemented, aiming for optimal alignment with the client's evolving financial needs. This ensures that both short-term responses and long-term strategies are agile and responsive to both market conditions and personal circumstances. Each review session is an opportunity to refine and recalibrate strategies to better suit the client’s evolving financial landscape, thereby supporting their ongoing financial success. Communication with Clients These discussions are designed to keep clients engaged and well-informed about the status of their investments and the progress of their financial plans. We encourage clients to ask questions and provide updates on their circumstances, which helps us tailor our advice effectively. Account Statements Clients receive regular account statements directly from the custodian, issued monthly or quarterly. These statements detail account holdings, transactions, and performance, providing a transparent view of all account activities. Personalized Service Our advisors are committed to offering personalized service, ensuring that clients feel supported and confident in their financial journey. We are always available to discuss their accounts, clarify any concerns, and adjust their financial plans to better suit their changing needs. Form ADV, Part 2A, Item 14 Client Referrals and Other Compensation At Eliot Rose Wealth Management, our commitment to integrity and ethical practices extends to how we handle referrals and other forms of compensation. Here’s how we manage these aspects of our business: 18  Referral Practices • • No Incentives for Referrals: We do not receive any form of compensation, monetary or otherwise, for referring our clients to other service providers, such as lawyers, accountants, or insurance agents. Our referrals are based solely on what we believe best serves the needs and interests of our clients, without any regard for compensation from outside entities. No Paid Referrals: Similarly, we do not pay referral fees to third parties for directing clients to our firm. Transparency and Ethical Standards • • Managing Conflicts of Interest: We are dedicated to maintaining high ethical standards in all our business practices. This commitment means managing any potential conflicts of interest effectively and always putting our clients’ interests first. Full Disclosure: We are transparent about our referral practices with all clients and prospective clients. All aspects of how we handle referrals are fully disclosed, adhering to regulatory requirements and ensuring our clients have complete trust in our operations. Commitment to Client Interests • Fiduciary Duty: As fiduciaries, our primary responsibility is to act in the best interests of our clients at all times. This fiduciary duty is central to our business ethics, guiding our actions and decisions, including how we handle referrals and other compensations. Form ADV, Part 2A, Item 15 Custody Eliot Rose does not have physical custody of any client funds and/or securities and does not take custody of client accounts at any time. Client funds and securities will be held with a bank, broker dealer, or other independent qualified custodian. However, by granting Eliot Rose written authorization to automatically deduct fees from client accounts, Eliot Rose is deemed to have limited custody. You will receive account statements from the independent, qualified custodian holding your funds at least quarterly. The account statement from your custodian will indicate the amount of advisory fees deducted from your account(s) each billing cycle. Clients should carefully review statements received from the custodian. Form ADV, Part 2A, Item 16 Investment Discretion Authority to Manage Assets At Eliot Rose Wealth Management, we typically manage client assets on a discretionary basis. This means that clients grant us authority to execute transactions on their behalf without requiring 19  their prior consent for each specific transaction. This discretionary authority is formalized through the signing of an Advisory Services Agreement, which clearly outlines the terms and extent of our authority. Scope of Discretionary Authority The discretionary authority granted to us includes the ability to choose the security, amount, timing and price of purchase or sale of securities within the client's specified investment objectives, restrictions, and guidelines laid out in the Advisory Services Agreement. We adhere strictly to these guidelines to ensure that all investment decisions are aligned with the client's goals, risk tolerance, and financial situation. Client-Imposed Restrictions Clients have the option to impose certain restrictions on the management of their accounts. These restrictions can pertain to specific securities, types of securities, or certain sectors or industries. We ensure that these restrictions are considered in the investment process and honored to the fullest extent possible, consistent with the client’s goals and our fiduciary duties. Oversight and Compliance • • Regular Reviews: Client accounts under discretionary management are reviewed on a regular basis to ensure that the portfolio aligns with the client's investment strategy and objectives. These reviews are conducted in light of the client’s financial status, market conditions, and major life events that might prompt a change in strategy. Ongoing Compliance Monitoring: All discretionary activities are subject to continuous compliance monitoring and oversight to ensure adherence to all regulatory requirements and our internal guidelines. Transparency and Reporting Transparency is a cornerstone of our client relationships. Clients receive regular updates and comprehensive reports detailing all discretionary actions taken on their accounts, including the rationale behind investment decisions. This ensures that clients remain fully informed about the management of their assets and the performance of their investments. Form ADV, Part 2A, Item 17 Voting Client Securities Understanding Proxies A proxy is a formal authorization that allows someone else to vote on behalf of a shareholder at a company's annual meetings. When shareholders cannot attend meetings in person, they use proxies to exercise their voting rights on corporate matters, such as electing directors, approving compensation plans, or other significant business decisions affecting the company. 20  Proxy Voting Policy At Eliot Rose Wealth Management, we recognize the importance of these voting rights as a component of our fiduciary responsibilities to our clients. We are committed to voting proxies in a manner that we believe is in the best interests of our clients, considering the potential impact on investment performance and value. Authority and Responsibility • • Clients delegate to Eliot Rose Wealth Management the authority to vote proxies for securities held in their portfolios as part of the custodial application. We handle this responsibility with diligence, voting proxies in accordance with our firm’s guidelines which are designed to enhance and protect the value of the investment. Proxy Voting Process • • Our investment team reviews all proxy materials and makes voting decisions based on an analysis of the issues at hand. Decisions are aimed at supporting the long-term value of the securities. In instances involving significant financial implications, the decision on how to vote may be escalated to our senior investment committee. Client Instructions • • Clients may choose to vote their proxies directly. To do so, they must notify us in writing, and we will arrange for all proxy materials to be sent to them for decision-making. Clients may also set specific voting guidelines if they have particular preferences or ethical considerations they want to be applied. Record Keeping and Reporting • We maintain detailed records of all proxy votes cast, which clients can review upon request. This ensures transparency and accountability in our proxy voting process. • While we do not routinely send out detailed proxy voting reports, clients can request information on how their proxies were voted at any time. Conflicts of Interest • Should a conflict of interest arise in the proxy voting process, our policy is to prioritize the client’s best interests, in accordance with our fiduciary duties. We disclose such conflicts to affected clients to maintain transparency and trust. 21  Form ADV, Part 2A, Item 18 Financial Information Eliot Rose is not required to provide financial information to our clients because we do not require or solicit the prepayment of more than $1,200 six or more months in advance. In addition, Eliot Rose has no financial conditions that would impair its ability to fulfill its commitments to clients. We do not have excessive debt or other financial liabilities that could impact our operational capabilities. Form ADV, Part 2A, Item 19 Requirements for State-Registered Advisers This section is not applicable as Eliot Rose is SEC registered and not state registered. Additional Information Cybersecurity Risk In today's digital age, cyber threats pose significant risks to financial assets. Phishing scams, malware attacks, and identity theft are just a few examples of how cybercriminals exploit vulnerabilities. At Eliot Rose Wealth Management, we employ security measures to protect your accounts and personal data. Our proactive approach includes: • • Encryption and Secure Platforms: Utilizing advanced encryption protocols and secure platforms to ensure your transactions and data remain protected. Continuous Monitoring: Regular monitoring of accounts and systems for any suspicious activity, allowing us to respond swiftly to potential threats. 22