JOHN W. BROOKER & CO., CPAS, PC

ITEM 1 – COVER PAGE Brooker Wealth Management Form ADV Part 2A – Brochure May 16, 2025 7677 Oakport Street Suite 300 Oakland, CA 94621 Telephone: 510 638 1815 Facsimile: 510 635 6165 This brochure provides information about the qualifications and business practices of Brooker Wealth Management. If you have any questions about the contents of this brochure, please contact Andrew Nevin, Chief Compliance Officer by telephone at 510.638.1815. The information in this brochure has not been approved or verified by the U.S. Securities and Exchange Commission or by any state authority. Additional information about Brooker Wealth Management is available on the SEC’s website at www.advisorinfo.sec.gov.  ITEM 2 - MATERIAL CHANGES FROM PRIOR FORM ADV 2A This item is used to provide you with a summary of new and/or updated information. You will receive a summary of any material changes to this brochure within 120 days of the close of our fiscal year. Furthermore, we will provide you with other interim disclosures about material changes, as necessary. Brooker Wealth Management’s current Form ADV Parts 2A dated May 2025 contains changes from the prior version dated February 2025. The current versions contain the following changes from the prior versions: - - Item 4: Advisory Business - Brooker Wealth Management is now owned 100% by Larry M. Jakubowitz (previously was majority owner). Item 5: Fees and Compensation - Brooker Wealth Management has added language around IRA rollover recommendations. - Andrew Nevin has been named the Chief Compliance Officer. 2  ITEM 3 - TABLE OF CONTENTS ITEM 2 - MATERIAL CHANGES FROM PRIOR FORM ADV 2A ..................................................................... 2 ITEM 3 - TABLE OF CONTENTS...................................................................................................................... 3 ITEM 4 ADVISORY BUSINESS ...................................................................................................................... 4 ITEM 5 FEES AND COMPENSATION .......................................................................................................... 5 ITEM 6 PERFORMANCE-BASED FEES ......................................................................................................... 8 ITEM 7 TYPES OF CLIENTS ........................................................................................................................... 8 ITEM 8 METHODS OF ANALYSIS, SOURCES OF INFORMATION, AND INVESTMENT STRATEGY ............. 8 ITEM 9 DISCIPLINARY INFORMATION ..................................................................................................... 10 ITEM 10 OTHER FINANCIAL INDUSTRY AFFILIATIONS ............................................................................ 10 ITEM 11 CODE OF ETHICS PARTICIPATION OR INTEREST IN CLIENT TRANSACTIONS AND PERSONAL TRADING ........................................................................................................................................ 12 ITEM 12 BROKERAGE PRACTICES ........................................................................................................... 13 ITEM 13 REVIEW OF ACCOUNTS ............................................................................................................ 15 ITEM 14 CLIENT REFERRALS AND OTHER COMPENSATION ................................................................... 15 ITEM 15 CUSTODY ................................................................................................................................... 15 ITEM 16 INVESTMENT DISCRETION ......................................................................................................... 16 ITEM 17 VOTING CLIENT SECURITIES ...................................................................................................... 16 ITEM 18 FINANCIAL INFORMATION ....................................................................................................... 16 INFORMATION SECURITY/PRIVACY NOTICE ............................................................................................ 17 INDEX OF ERISA RELATED DISCLOSURES .................................................................................................. 18 3  ITEM 4 ADVISORY BUSINESS Registered with the SEC 19831 Larry M. Jakubowitz Registration Status – Principal Owner – Assets under management – Discretionary: $ 592,401,793 (as of December 31, 2024) Non-discretionary: $0 Firm Description Brooker Wealth Management (Brooker Wealth) provides investment management and financial planning/financial consulting services to its clients. Investment Management Services Investment management services are provided on discretionary basis and include, among other services, financial goal setting, risk assessment, strategic asset allocation and the selection of investments. Securities transactions are supervised on a continuous basis and each client’s portfolio holdings and asset allocations are monitored on a periodic basis. The investment management services we provide are based on each individual client’s financial circumstances and investment objectives. The Firm’s portfolio managers meet with each client to discuss the client’s current financial condition and to review the client’s current investment holdings. Based upon each client’s circumstances, we determine an appropriate asset allocation for the client’s investment portfolio, in accordance with the client’s specific financial objectives and risk tolerance and in consideration of other factors, including the client’s time horizon (education funding, home purchase, retirement, legacy planning), liquidity needs, and other available resources (including external retirement plans, projected social security, outside investments, real estate, and insurance). Each client’s financial objectives, risk tolerance, and liquidity needs, along with a recommended asset allocation, are incorporated into an investment plan that is customized to the client. Clients may identify any investment restrictions to be placed on their account. A client may make additions to and withdrawals from the client’s portfolio account at any time, subject to the usual and customary brokerage settlement procedures. However, we design client portfolios as long-term investments and caution our clients that asset withdrawals may impair the achievement of the client’s investment objectives. Additions to an account may be in cash or securities provided that we may decline to accept particular securities into a client’s account or may recommend that the security be liquidated if it is inconsistent with the Firm’s investment strategy or the client’s investment objectives. Clients are advised that when transferred securities are liquidated, they may be subject to transaction fees, fees assessed at the mutual fund level (i.e. contingent deferred sales charge) and/or tax ramifications. Types of Investments Brooker Wealth’s investment strategy focuses primarily on no-load mutual funds, ETFs, domestic bonds, certificates of deposit, and U. S. government securities. For all client accounts over which Brooker Wealth has been granted discretionary authority, it is authorized to enter into any investment that it deems appropriate for the account, given financial circumstances, investment objectives, risk tolerance, and investment restrictions, if any, set by the individual client. For 1“Registration” means only that the Firm meets the minimum requirements for registration as an investment advisor and does not imply a certain level of skill or training or that the SEC or other regulator guarantees the quality of our services or recommends them. 4  individual client accounts over which the client has retained discretionary authority, Brooker Wealth is authorized to make investments only with prior client authorization. Fiduciary Status When Brooker Wealth provides investment advice to you regarding your investment accounts, including your retirement plan account or individual retirement account, we are fiduciaries within the meaning of certain state and federal laws such as the Employee Retirement Income Security Act and/or the Internal Revenue Code and the regulations of the U.S. Securities and Exchange Commission, as applicable. These regulations require us to act in your best interest and not put our interests ahead of yours. Financial Planning and Financial Consulting Services In addition to investment management services and fiduciary review services, Brooker Wealth offers a broad range of comprehensive financial planning and other financial consulting services which may include tax related accounting or other non-investment related matters for individuals and companies such as: • Comprehensive Financial Planning • Asset Allocation • Retirement Planning • Current Portfolio Recommendation • Education Funding Analysis • Review of Insurance Needs • Real Estate Investment Analysis • Mortgage and Refinance Evaluation • Estate Plan Review or Development Financial planning/consultation clients are not required to be investment management clients of the Firm. All planning and consultation services are rendered pursuant to a separate client agreement, distinct from the Firm’s investment management agreement. ITEM 5 FEES AND COMPENSATION Investment Management Fees Brooker Wealth requires a minimum account size of $100,000 but may waive this requirement in its discretion. Multiple client accounts are aggregated to meet this minimum. The Firm’s compensation is solely from fees paid directly by clients. The firm does not receive commissions based on the client’s purchase of any financial product. No commissions in any form are accepted. No payments are received from custodians/ broker-dealers based on client securities transactions (“soft dollar benefits”). Assets under the direct management of Brooker Wealth are held by independent custodians in the client’s name. Brooker Wealth does not act as a custodian of client assets. For its investment management clients, Brooker Wealth charges a fee based on a percentage of the market value of the investments held in each client’s accounts. All assets in the accounts are included in the fee assessment computation unless specifically identified in writing for exclusion. The management fee is billed quarterly, in advance, and prorated for accounts established or terminated at times other than the start of the quarter. The management fee is based on the value of the assets as of the last day of the prior quarter. Market values are derived from recognized and independent pricing sources provided by the custodian of the client’s account. 5  Value of Account Assets On the market value of Account up to $2,000,000 Annual Fee Rate 0.75% On the market value of Account above $2,000,000 up to $3,500,000 0.60% On the market value of Account above $3,500,000 up to $5,000,000 0.50% On the market value of Account above $5,000,000 up to $10,000,000 0.40% On the market value of Account above $10,000,000 0.25% General Fee Disclosures The Firm does not assess fees related to termination of an advisory relationship but will be entitled to all management fees earned up to the date of termination. Brooker Wealth believes its fees are competitive with those fees charged by other firms for comparable services. However, comparable services may be available from other sources for lower fees than those charged by Brooker Wealth. Principals of Brooker Wealth are not charged fees on either their personal investment accounts or accounts of family members that are managed by Brooker Wealth. Fees charged to clients by custodians, executing brokers or issuers such as brokerage commissions, custodial charges and asset specific fees such as those charged by mutual funds or money market funds for fund management/administration are not included in the above fees. The client’s fee is determined in accordance with the above standard fee structures, with exceptions negotiated on a case-by-case basis at Advisor’s discretion. Any deviations from the standard fee structure are based upon a number of factors including the amount of work involved, the amount of assets placed under management and the attention needed to manage the account. Services provided for the above fees are for investment advice and quarterly reporting of asset holdings, valuations, and performance reviews. Clients are invoiced in advance at the beginning of each calendar quarter. Clients customarily authorize Brooker Wealth to deduct its quarterly investment advisory fee directly from the client’s custodial account. This authorization is granted under the terms of the client’s signed investment management agreement and the client’s instructions to the custodian. It is the client’s responsibility to verify the accuracy of the fee calculation, as the custodian will not determine whether the fee is properly calculated. Any discrepancy in fees should be communicated immediately to Brooker Wealth within 30-days of the billing date. Fund and ETF Disclosures Mutual funds and ETFs are investment vehicles and the investment strategies, objectives, and types of securities held by such funds vary widely. In addition to the advisory fee charged by Brooker Wealth, clients pay indirectly for the expenses and investment management fees charged by the funds in which their assets are invested. All such funds incur operating expenses in connection with the management of the fund. Investment funds pass some or all of these expenses through to their shareholders (the individual investors in the funds) in the form of management fees. The management fees charged vary from fund to fund. In addition, funds charge shareholders (individual investors in the funds) other types of fees such as early redemption or transaction fees. These charges also vary widely among funds. As a result, clients will still pay management fees and other, “indirect” fees and expenses as charged by each mutual fund (or other pooled investment vehicle) in which they are invested. 6  Clients are provided a copy of a fund prospectus for each fund in which they invest by their custodian or by the fund sponsor rather than by Brooker Wealth. As required by law, a prospectus represents the fund’s complete disclosure of its management and fee structure. Also, fund’s prospectus can be obtained directly from the fund. Bond Disclosure Clients whose assets are invested in bonds purchased directly from an underwriter may pay a sales credit or sales concession to the underwriter on the trade (in lieu of a brokerage commission) ranging from 0% - 2% of the par value of the bond. Financial Planning and Financial Consulting Fees For its financial planning and other hourly consulting services, Brooker Wealth charges an hourly fee of between $200 and $275. Administrative support fees are billed at $75 to $125 per hour. A fee range is quoted for the initial analysis based on estimated time. Fees are payable pursuant to progress billings on a monthly basis. Following the completion of the initial financial plan or other consultation, ongoing analysis is charged based on the above hourly rates and monthly billing arrangement. Rollover Recommendations As part of Brooker Wealth’s investment advisory services to you, your financial professional may recommend that you withdraw the assets from your employer's retirement plan and roll the assets over to an individual retirement account ("IRA") that we will manage on your behalf. If you elect to roll the assets to an IRA that is subject to our management, you will be charged an asset-based fee as set forth in the agreement executed with our firm. This practice presents a conflict of interest our financial professionals have an incentive to recommend a rollover to you for the purpose of generating fee-based compensation rather than solely based on your needs. You are under no obligation, contractually or otherwise, to complete the rollover. Moreover, if you do complete the rollover, you are under no obligation to have the assets in an IRA managed by our firm. Many employers permit former employees to keep their retirement assets in their company plan. Also, current employees can sometimes move assets out of their company plan before they retire or change jobs. In determining whether to complete the rollover to an IRA, and to the extent the following options are available, you should consider the costs and benefits of: 1)) Leaving the funds in your employer's (former employer's) plan; 2) moving the funds to a new employer's retirement plan; 3) cashing out and taking a taxable distribution from the plan; and/or 4) rolling the funds into an IRA rollover account. Each of these options has advantages and disadvantages and before making a change we encourage you to speak with your CPA and/or tax attorney. Our recommendations may include any of them, depending on what we feel is in your best interest. Brooker Wealth’s financial professionals are fiduciaries under the Investment Advisers Act of 1940 and, when providing investment advice to you regarding your retirement plan account or individual retirement account they are also 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. As a fiduciary, your financial professional is required to document the reason(s) for why the recommendation we made is in your best interest. 7  ITEM 6 PERFORMANCE-BASED FEES Brooker Wealth does not use a performance-based fee structure because of the potential conflict of interest. Performance-based compensation creates an incentive for the advisor to recommend investments that could carry a higher degree of risk to the client. ITEM 7 TYPES OF CLIENTS Brooker Wealth provides investment management services to individuals, high net worth individuals, families, trusts, charitable foundations, and employer sponsored pension and profit- plans. sharing Clients are required to execute a written investment advisory agreement with Brooker Wealth Management when establishing an investment advisory relationship. ITEM 8 METHODS OF ANALYSIS, SOURCES OF INFORMATION, AND INVESTMENT STRATEGY Investment Strategy The basis of Brooker Wealth’s investment approach is best described as Modern Portfolio Theory along with strategic asset allocation. We diversify client portfolios’ among a broad array of U.S. and foreign stock and bond mutual funds and ETFs. In certain cases, certificates of deposit and domestic bonds may be used. At times, Brooker Wealth will employ a tactical allocation approach in which we will vary our investment weightings in one or more asset classes. This approach is an overlay to our long-term strategic asset allocation. Tactical allocation is used when market activity leads to one or more asset classes being temporarily mispriced (either over or underpriced). When mispricing occurs, we will marginally over/underweight the appropriate asset class until historical pricing relationships are restored. The foundation of our approach is based on academic and investment industry research that indicates that asset class diversification, not stock/bond selection or marketing timing, has the greatest impact on portfolio return over time. Therefore, long-term investors are better off adopting strategies that emphasize asset allocation and prudent manager selection to meet their long-term portfolio objectives. Selecting the appropriate mix of assets to meet client specific goals, consistent with each client’s tolerance for risk, remains critical to long-term success. Most finance academics and investment professionals acknowledge that there are three primary factors influencing portfolio returns: The percentage invested in risk assets (stocks) versus (safer assets) bonds The percentage invested in (safer) large cap vs. (riskier) small cap company stocks The percentage invested in (less volatile) U.S. Stocks vs. (more volatile) foreign stocks • • • The most basic investment truth is that risk and return are directly related. Over longer time horizons, investors should generally expect to receive higher returns from stocks than bonds, but with much higher volatility. Brooker Wealth diversifies client portfolios among large and small company stocks and bonds, according to each investors long-term objectives and risk tolerance. We use a mix of U.S. and foreign stocks and bonds. Also, over longer periods of time different asset classes generally move in different directions, at different times, and in varying degrees. Therefore, asset classification tends to smooth out portfolio returns and generally offers less volatility (risk) over the long term. 8  Mutual funds are chosen based on their short and long-term track record, portfolio volatility and their risk adjusted return attributable to management. Material Risk Investing in stocks and bonds involves varying degrees of risk and no matter what steps are taken to reduce risk, clients will periodically suffer portfolio losses. The following risks are applicable to all client portfolios: • Currency risk: Non-U.S. investments are generally subject to fluctuations in the value of the dollar against the currency of the country of origin. This is commonly referred to as exchange rate risk. • Market Risk – Either the stock market as a whole, or the value of an individual company, goes down resulting in a decrease in the value of client investments. This is also referred to as systemic risk. • Equity (stock) market risk – Common stocks are susceptible to general stock market fluctuations and to volatile increases and decreases in value as market confidence in and perceptions of their issuers change. If you held common stock, or common stock equivalents, of any given issuer, you would generally be exposed to greater risk than if you held preferred stocks and debt obligations of the issuer. • Company Risk - When investing in stock positions, there is always a certain level of company or industry specific risk that is inherent in each investment. This is also referred to as unsystematic risk and can be reduced through appropriate diversification. There is the risk that the company will perform poorly or have its value reduced based on factors specific to the company or its industry. For example, if a company’s employees go on strike or the company receives unfavorable media attention for its actions, the value of the company may be reduced. • Fixed Income Risk - When investing in bonds, there is the risk that the issuer will default on the bond and be unable to make payments. Further, individuals who depend on set amounts of periodically paid income face the risk that inflation will erode their spending power. Fixed-income investors receive set, regular payments that face the same inflation risk. • Options Risk - Options on securities may be subject to greater fluctuations in value than an investment in the underlying securities. Purchasing and writing put and call options are highly specialized activities and entail greater than ordinary investment risks. • ETF and Mutual Fund Risk – When investing in an ETF or mutual fund, you will bear additional expenses based on your pro rata share of the ETF’s or mutual fund’s operating expenses, including the potential duplication of management fees. The risk of owning an ETF or mutual fund generally reflects the risks of owning the underlying securities the ETF or mutual fund holds. You may also incur brokerage costs when purchasing ETFs. • Management Risk – Your investment with our firm varies with the success and failure of our investment strategies, research, analysis, and determination of portfolio securities. If our investment strategies do not produce the expected returns, the value of the investment will decrease. • Alternative Investment Risk - Investments in alternative assets, such as hedge funds, 9  private equity funds or credit funds, will involve significant risks and other considerations and, therefore, may be undertaken by prospective investors capable of evaluating and bearing such risks. Prospective investors should carefully consider, among other factors, the risk factors set forth in the offering documents for the alternative investment vehicle. As a result of these factors, as well as other risks inherent in any investment, there can be no assurance that the alternative investment will meet their investment objectives or otherwise be able to successfully carry out their investment programs. • Liquidity Risk: The risk of being unable to sell your investment at a fair price at a given time due to high volatility or lack of active liquid markets. You may receive a lower price, or it may not be possible to sell the investment at all. • Credit Risk: Credit risk typically applies to debt investments such as corporate, municipal, and sovereign fixed income or bonds. A bond issuing entity can experience a credit event that could impair or erase the value of an issuer's securities held by a client. • Inflation and Interest Rate Risk: Security prices and portfolio returns will likely vary in response to changes in inflation and interest rates. Inflation causes the value of future dollars to be worth less and may reduce the purchasing power of a client's future interest payments and principal. Inflation also generally leads to higher interest rates which may cause the value of many types of fixed income investments to decline. • Horizon and Longevity Risk: The risk that your investment horizon is shortened because of an unforeseen event, for example, the loss of your job. This may force you to sell investments that you were expecting to hold for the long term. If you must sell at a time that the markets are down, you may lose money. Longevity Risk is the risk of outliving your savings. This risk is particularly relevant for people who are retired or are nearing retirement. Risk of Loss Investing in securities involves risk of loss that you should be prepared to bear. Brooker Wealth does not represent or guarantee that our services or methods of analysis can or will predict future results, successfully identify market tops or bottoms, or insulate clients from losses due to market corrections or declines. Brooker Wealth cannot offer any guarantees or promises that your financial goals and objectives will be met. Past performance is in no way an indication of future performance. ITEM 9 DISCIPLINARY INFORMATION Brooker Wealth has no disciplinary history, and consequently is not subject to any disciplinary disclosures. ITEM 10 OTHER FINANCIAL INDUSTRY AFFILIATIONS Brooker Wealth’s parent company, John Brooker & Company, CPAS provides accounting and financial advisory services (including tax preparation) to professionals in the health care industry and to other professionals and small businesses. Services include business management consultations, accounting, tax preparation, and payroll services. The Firm does not engage in the 10  sale of investment or insurance products. Brooker Wealth may refer clients to its parent, however, such referred clients are under no obligation to use its services. John Brooker & Company, CPAS, also is the parent company to Professional Benefit Plans, Inc., an affiliated service corporation. Professional Benefit Plans, Inc. assists client businesses in establishing, administering and regulatory filing for qualified retirement plans. Brooker Wealth may refers clients to Professional Benefit Plans, Inc. However, such referred clients are under no obligation to use its services. Conflicts of Interest Due to the firm’s financial planning philosophy, it is common for our financial professionals to recommend that clients utilize insurance products (for example, a fixed index annuity (“FIA”) as part of the client’s overall financial plan in lieu of separately managed accounts (specifically, in lieu of cash and fixed income asset classes). You should be aware that there are a number of conflicts of interest that are present due to our planning philosophy and recommendations to utilize insurance products in this nature. You may therefore work with your financial professional in both their capacity as an investment adviser representative of Brooker Wealth, as well as in their capacity as an insurance agent through the normal course of business with you. As such, your financial professional, in their dual capacity as an IAR and insurance agent, may advise you to purchase insurance products (life insurance, annuities, long term care, indexed universal life policies, and other insurance products), and then assist you in implementing the recommendations by selling you those same products. In exchange for selling you those products, the financial professional will typically be paid a commission. This recommendation that a client purchase an insurance product through them as an insurance agent presents a conflict of interest, as the receipt of commissions is an incentive to recommend products that could potentially be based on commissions rather than your personal needs and objectives. Furthermore, commissions may vary by product, and each individual product may have different commission rates, encouraging the financial professional to recommend products that may pay higher commissions over the products that make the most sense for you. In addition, insurance products may also have different payment schedules depending on the nature of the product, and the timing of the payments is likely to differ from that of the advisory options offered by Brooker Wealth. This timing difference has the potential to create a conflict of interest since some financial professionals may have the incentive to recommend a product that pays commissions now, over an advisory product that pays commissions over a relatively longer period. As an example, all other variables held equal, a 5% commission paid by an insurance company upon sale of a $100,000 annuity product, may be more attractive to a financial professional than a one percent (1%) advisory fee charged on a $100,000 account paid over a period of five (5) years, despite the overall pre-tax compensation paid to the financial professional being equal. reviews of its We have taken a number of steps to manage this conflict of interest. As a fiduciary, we expect and require that each investment adviser representative only recommend insurance and annuities when in the best interest of the client. The sale of commission-based products is supervised by the firms CCO, and the firm makes periodic insurance recommendations to ensure that our financial professionals act in accordance with our fiduciary duty. If you have any questions or concerns about annuity recommendations made during the 11  financial planning process, we encourage you to immediately bring it to the attention of your investment professional or the CCO. Finally, you should be aware that there are other insurance products that are offered by other insurance agents other than those recommended by our financial professionals. You are under no obligation to implement any insurance or annuity transaction through Brooker Wealth. ITEM 11 CODE OF ETHICS PARTICIPATION OR INTEREST IN CLIENT TRANSACTIONS AND PERSONAL TRADING Brooker Wealth has adopted a Code of Ethics for all supervised persons of the Firm describing its standard of business conduct, and fiduciary duty to its clients. The Code of Ethics includes provisions relating to the confidentiality of client information, a prohibition on insider trading, a prohibition of rumor mongering, restrictions on the acceptance of significant gifts, the reporting of certain gifts and business entertainment items, and guidelines concerning personal securities trading procedures, among other things. All supervised persons at Brooker Wealth must acknowledge the terms of the Code of Ethics annually, or as amended. Proprietary Trading and Employee Personal Trading Brooker Wealth and its investment management-related employees and their immediate families (sometimes collectively “employees”) are permitted to buy and sell securities for their personal investment accounts. The Firm has adopted employee personal trading policies and procedures and a code of ethics to govern proprietary (on behalf of the Firm itself) and employee trading practices and these policies and procedures specifically prohibit employees from trading on the basis of inside information or “trading ahead” of customer orders. Brooker Wealth’s members, officers and employees are required to report all personal securities transactions on a regular basis. Employees are required to sign a certification agreeing to abide by the Firm’s personal trading practices and code of ethics. Brooker Wealth and its investment-related employees often trade in the same securities traded for clients. However, it is the expressed policy of the Firm that no employee will place his or her own interest ahead of those of the Firm’s advisory clients. The Firm and/or its employees personally invest in the same securities that are purchased for client trading accounts and may own securities that are subsequently purchased for client accounts. If a security is purchased or sold for client accounts and the Firm and/or its employees on the same day, either the Firm and/or its employees will pay or receive the same price as the client account, or the client account will receive the more favorable price. If purchased or sold on different days, it is possible that the Firm and/or employees’ personal transactions might be executed at more favorable prices that were obtained for clients. Brooker Wealth and/or its employees buy or sell different investments, based on personal investment considerations, which the Firm may not deem appropriate to buy or sell for clients. It is also possible that Brooker Wealth and/or its employees take investment positions for their own accounts that are contrary to those taken on behalf of clients. Conversely, Brooker Wealth and/or its employees may liquidate a security position that is held both for their own account and for the accounts of Firm clients, sometimes in advance of clients. This occurs when personal considerations (i.e., liquidity needs, tax-planning, industry/sector weightings) deem a sale necessary for individual financial planning reasons. If the security subsequently falls in price, these personal transactions could be viewed as a conflict of interest. A copy of Brooker Wealth’s employee trading policies and code of ethics is made available to clients and prospective clients upon request. 12  ITEM 12 BROKERAGE PRACTICES Brooker Wealth generally is granted investment discretion over client investment account assets including the authority to select the investments to be made, the quantity of securities to be bought, and sold and the executing broker-dealer to be used in effecting securities transactions. This discretion may be limited by client investment guidelines and any investment restrictions established by the client. Brooker Wealth does not have the authority to establish or set the execution costs or brokerage commissions that are assessed by the broker-dealer that executes client securities transactions. Best Execution In providing investment management services, Brooker Wealth is not obligated to obtain the best net price or lowest brokerage commission on any particular transaction. Rather, federal law requires investment managers to use their reasonable best efforts to obtain the most favorable execution for each transaction executed on behalf of client accounts. Therefore, the Firm has adopted standards with respect to executing discretionary trades on behalf of clients. The Firm evaluates brokerage services offered on the basis of some or all of the following criteria: • Execution capability • Transaction fees and charges • Effective communication • Distribution capabilities • Custodial capabilities and costs • Ability to execute/settle trades efficiently • Block trading capabilities • Client reporting capabilities • Financial stability • General reputation Aggregation of Trades, Allocation of Opportunities and Potential Conflicts Brooker Wealth generally does not aggregate securities transactions for multiple client accounts. However, circumstances may arise where the portfolio managers determine that aggregation is consistent with the Firm’s duty to seek best execution and is consistent with the investment objectives and guidelines for the client accounts participating in the trade. On the very rare occasion when orders are aggregated, the price paid by each account is the average price of the order. Transaction costs are allocated to each client on a pro rata basis, based upon the amount of the security allocated to the account to the overall amount of that security purchased. Trades are not allocated in any manner that routinely favors one group of similarly situated clients over another. Client transactions are aggregated according to custodial relationship in consideration of execution charges that are imposed if trades are directed to a non-custodial broker-dealer for execution. Aggregated trades placed with different brokers are sometimes priced differently. Brooker Wealth may give advice and take action with respect to any of its clients that differs from advice given, or the timing or nature of action taken, with respect to any other client based upon individual client circumstances. It is the Firm’s policy, to the greatest extent practicable, to allocate investment opportunities over a period of time on a fair and equitable basis relative to all clients. Brooker Wealth is not obligated to acquire for any client account any security that it or its owners, officers, members, employees or affiliated persons acquire for their own accounts or for the account of any other client, if in its discretion and based upon the client’s financial condition and investment objectives and guidelines, it is not practical or desirable to acquire a position in such security for that account. Trade Error Policy 13  Brooker Wealth procedures require its personnel to carefully implement investment management decisions. Nevertheless, if a trade error occurs, it is our policy that the error be corrected as soon as possible and in such a manner that the affected client is not disadvantaged and bears no loss. Firm policy prohibits staff from requesting an executing broker to accept financial responsibility for a trade error caused by the Firm in exchange for the promise of future compensation through commissions. This policy applies only to trade errors made by the Firm and its employees. Recommendation of Broker-Dealers Brooker Wealth recommends that its clients custody their accounts at Charles Schwab & Co. (“Schwab”). Schwab is an independent broker-dealer registered with the Financial Industry Regulatory Authority (“FINRA”) and otherwise unaffiliated with Brooker Wealth At least annually, Brooker Wealth reviews Schwab’s services, including custody and execution, in keeping with a fiduciary duty to seek best execution for client transactions. Our evaluation of Schwab and its brokerage services considers a number of factors, such as transaction fees, custodial fees charged for holding securities, commission rates, interest charges on debit balances, interest credits on credit balances, quality of execution, and record keeping and reporting capabilities. Schwab provides services through its transaction processing and record keeping "platforms”. Such platform services include, among others, brokerage, custodial, administrative support, record keeping and other services that either benefit all of Brooker Wealth’s clients or benefit the Firm administratively without particular benefit to any given client. The Firm will attempt to minimize the total cost for all brokerage services paid by its clients. However, Schwab sometimes charges higher fee for a particular type of service than can be obtained from another broker or the total costs of all services provided by Schwab are sometimes higher than can be obtained at another broker. Nevertheless, Brooker Wealth has made a good faith determination that such costs are reasonable in relation to the value and quality of brokerage services provided by Schwab, viewed in terms of our overall responsibilities to our clients. In most cases, trade executions for client accounts custodied at Schwab will be made by Schwab to avoid “trade away” charges imposed by Schwab and for trades executed at other broker- dealers. In cases where a desired security is not available for purchase or sale through Schwab, and in light of Brooker Wealth’s best execution evaluation, certain executions are made at a non- custodian broker-dealer. Soft Dollar Arrangements Schwab’s electronic trading platform provides Brooker Wealth access to client accounts, electronic download of trades, balances and positions, and the ability to directly debit client fees. In addition, Schwab provides Brooker Wealth with access to its institutional trading and custody services, research, and software which are not typically available to retail investors. These services are generally available to independent investment advisors, at no charge or at reduced charges, and are not otherwise contingent upon Brooker Wealth committing to Schwab a specific amount of business. Schwab’s services include brokerage, custody, research and access to mutual funds and other investments that are generally available only to institutional investors or would require significantly higher investment minimums. Brooker Wealth has not entered into any arrangements whereby an executing broker-dealer, including Schwab, provides or purchases on its behalf “soft dollar” brokerage services or research services in exchange for Brooker Wealth directing brokerage transactions to that executing broker. 14  If Brooker Wealth were to enter into any such soft dollar arrangements, it’s policy would be to limit its use of such soft dollar arrangements to those falling within the safe harbor of Section 28(e) of the Securities and Exchange Act of 1934, as amended. ITEM 13 REVIEW OF ACCOUNTS Reviews Client accounts are supervised on an ongoing basis by your Investment Adviser Representative. Your Investment Adviser Representative will review your portfolio for adherence to your investment strategy and monitors portfolios for any need to rebalance holdings among approved asset classes. Periodically, each client portfolio is reviewed against current stated client financial condition, investment goals, and investment restrictions, if any. Additional account reviews are triggered by a specific client request, a change in client financial condition or goals, an imbalance in the asset allocation, or changes in market, political or general economic conditions. Financial Professionals will meet with clients annually, at minimum, to review client’s account(s) and current financial situation. Frequency of regular reports to clients on their accounts Charles Schwab & Co. provides each client a monthly account statement showing all individual transactions that occurred in the client’s account. In addition, the client receives a trade confirmation for each trade placed in the account. Schwab also provides each client with an annual IRS Form 1099, 1099 DIV, 1099B, 1099INT, or 1099R, as applicable. Brooker Wealth provides a quarterly account report to each advisory client that states the portfolio holdings, portfolio valuations as of the beginning of the year and as of current quarter’s end, contributions to and withdrawals from the account, realized capital gains, unrealized capital gains, interest, dividends, return year to date, asset allocations and a complete breakdown for the mutual funds and other securities in the investment accounts. ITEM 14 CLIENT REFERRALS AND OTHER COMPENSATION Incoming Referrals Brooker Wealth Management is a separate division of John W. Brooker & Co., CPAS. Brooker Wealth does not pay unaffiliated third parties for client referrals. The firm has been fortunate to receive many client referrals over the years from current clients, estate planning attorneys, consultants, employees, personal friends, and other sources. However, Brooker Wealth does pay referral compensation to John W. Brooker & Co. accountants who refer their accountancy clients to Brooker Wealth for investment management. All particulars of the referral arrangement are disclosed to referred accountancy clients at the time of their engagement with Brooker Wealth. Referrals to Other professionals Brooker Wealth does not accept referral fees or any form of remuneration from other professionals when a prospect or client is referred to them. ITEM 15 CUSTODY Clients should receive at least quarterly statements from the broker dealer, bank or other qualified custodian that holds and maintains client’s investment assets. Brooker Wealth urges you to carefully review such statements and compare such official custodial records to any account statements that we provide to you. Our statements could vary from custodial statements based 15  on accounting procedures, reporting dates, or valuation methodologies of certain securities. We will be pleased to answer any questions about such procedures. Although Brooker Wealth does not maintain physical custody of client investment accounts, it is deemed to have custody of client assets on the basis of the Firm’s authority to: 1. direct client- approved transfers of assets between a client’s own accounts and if authorized, to client- designated third party accounts; and 2. to receive payment of its management fees directly from a client’s account. ITEM 16 INVESTMENT DISCRETION Brooker Wealth usually receives full discretionary authority from the client at the outset of an advisory relationship to select the type and amount of securities to be bought and sold. In all cases, however, such discretion is to be exercised in a manner consistent with the stated investment objectives and risk tolerance for a particular client account. In unusual circumstances, Brooker Wealth observes client-specific investment policies, limitations and restrictions provided in writing by a client to the Firm. In such circumstances, investment guidelines and restrictions must be provided to Brooker Wealth in a written document. ITEM 17 VOTING CLIENT SECURITIES It is Brooker Wealth policy not to vote proxy solicitations received on behalf of clients from the issuers of securities held in client’s account. All such solicitations are forwarded to clients by their respective custodian. At a client’s request, we may offer advice regarding corporate actions and the exercise of client proxy voting rights, however such advice will not involve Brooker Wealth voting the proxy on the clients behalf, all final vote castings are the responsibility of the client. ITEM 18 FINANCIAL INFORMATION Brooker Wealth does not require or solicit prepayment of its management fees from clients six or more months in advance. There are no adverse conditions related to the Firm’s finances that are likely to impair its ability to meet its contractual commitments to its clients. The Firm has never been the subject of a bankruptcy filing. 16  INFORMATION SECURITY/PRIVACY NOTICE Privacy Policy Brooker Wealth holds client information in the strictest confidence and is mindful of the trust placed in it by its clients. It is our policy that no client information obtained by the Firm is made available to unaffiliated third parties for any reason except that: • Third parties are used by the Firm (such as client custodians) to assist in the management or maintenance of client accounts. • Client information is released in accordance with client instructions. • Client information is released in accordance with applicable laws and regulations. The Firm annually provides each client with a copy of its privacy policy. Our privacy policy can always be found on our website as well. Information Security Brooker Wealth maintains and enforces an information security program and related procedures to reduce the risk that personal or confidential information may be breached or disclosed in any unauthorized manner. 17  INDEX OF ERISA RELATED DISCLOSURES Brooker Wealth provides investment management services to retirement plans governed by the Employee Retirement Investment Security Act (“ERISA”). ERISA regulations require that specific disclosures be made to the ERISA plan fiduciary that is authorized to enter into, or extend or renew, an agreement with the Firm to provide these services. The following Index identifies the disclosures and the location where plan representatives may find them. It is intended to assist Plan representatives with the service provider disclosure regulations under section 408(b)(2) of ERISA. Any questions concerning this guide or the information provided regarding our services or compensation should be addressed to our Chief Compliance Officer at the number noted above. Required Disclosure Location of the Required Disclosure Description of the services that Advisor will provide to covered ERISA plans Item 4 of the Brooker Wealth Management Form ADV Part 2A and Paragraphs 1-3 and 5 of the client plan’s investment management agreement with the Firm. St a t em en t s th a t th e services that Advisor will provide to covered ERISA plans will be as an ERISA fiduciary and registered investment adviser Item 4 of the Brooker Wealth Management Form ADV Part 2 and Paragraph 17 of the client plan’s investment management agreement with the Firm. Description of the direct compensation to be paid to Advisor Item 5 of the Brooker Wealth Management Form ADV Part 2A and Paragraph 4 and Exhibit A of the client plan’s investment management agreement with the Firm. Items 5, 6, 10, 12 and 14 of the Brooker Wealth Management Form ADV Part 2A. Description of the indirect compensation Advisor might receive from third parties in connection with providing services to covered ERISA plans, if any Items 0, 12 and 14 of the Brooker Wealth Management Form ADV Part 2A. Description of the compensation to be shared between Advisor and any third party or any affiliated entity, if any Item 5 of the Brooker Wealth Management Form ADV Part 2A. Compensation that Advisor will receive upon termination of its agreement to provide investment management services, if any 18