Compensation Methodology and Rates ................................................................................................... 6 How Clients Pay Advisory Fees ................................................................................................................... 8 Other Types of Fees and Expenses ............................................................................................................ 8 Commission Based Compensation ............................................................................................................ 9 Item 6 - Performance-Based Fees and Side-By-Side Management .................................................... 9 Side-By-Side Management ............................................................................................................................ 9 Item 7 - Types of Clients .................................................................................................................................. 10 Item 8 - Methods of Analysis, Investment Strategies, and Risk of Loss ........................................ 10 Methods of Analysis ..................................................................................................................................... 10 Investment Strategies .................................................................................................................................. 10 Risks ................................................................................................................................................................... 11 Item 9 - Disciplinary Information ................................................................................................................ 11 Item 10 - Other Financial Industry Activities and Affiliations .......................................................... 12 Item 11 - Code of Ethics, Participation or Interest in Client Transactions, and Personal Trading ................................................................................................................................................................... 12 Code of Ethics.................................................................................................................................................. 12 Material Financial Interest and Personal Trading ............................................................................ 12 Item 12 - Brokerage Practices ....................................................................................................................... 13 Item 13 - Review of Accounts ........................................................................................................................ 17 Reviews ............................................................................................................................................................. 17 Reports .............................................................................................................................................................. 17 Item 14 - Client Referrals and Other Compensation ............................................................................ 17 Referral Relationships ................................................................................................................................. 17 Item 15 - Custody ............................................................................................................................................... 18 Item 16 - Investment Discretion .................................................................................................................. 18 Item 17 - Voting Client Securities ................................................................................................................ 19 Item 18 - Financial Information ................................................................................................................... 19 Privacy Statement .............................................................................................................................................. 19 This section of the brochure tells you about our business, including ownership, and a description of the services we offer. Roth Asset Management, Inc. is referred to in this document as “Roth Asset Management”, “the Company”, “us”, “we”, or “our”. In this document we refer to current and prospective clients of Roth Asset Management as “you”, “client”, or “your”. Roth Asset Management was created in 2003 and is owned by Steven B. Roth. Types of Advisory Services Investment Supervisory Services Some clients enter into a written Investment Advisory Agreement, where Roth Asset Management and our investment adviser representatives provide asset management services on a continuous and ongoing basis guided by the individual needs of the client. Using the information provided by you, the investment advice provided to you is tailored to your individual situation. We regularly inquire about, and you are responsible for providing, information about your investment goals, time horizon, and risk tolerance. These investment supervisory services are generally not provided to all your holdings or net worth but rather only to assets specifically designated by you and agreed to by us as managed assets. We may use the services of Third Party Advisors, other investment advisors with special expertise in a particular field or strategy. When Third Party Advisors are used, they will have the day-to-day account management responsibilities, while we oversee them on a periodic basis. Consulting Services Roth Asset Management may provide consulting services to accounts including but not limited to qualified retirement plans, foundations, and corporate accounts. The retirement plan services may include the formation of an investment policy statement, investment manager or fund review, manager search and selection, investment manager and fund performance monitoring, and employee education. The fee for these services is negotiated in advance and may be based upon the size of the plan, or complexity and scope of the engagement. We may provide the retirement plan with model portfolio construction and management services for an additional ongoing fee. Types of Investments Used We consider many different types of securities when formulating the investment advice we give to you. If you come to us with existing investments, we evaluate them with respect to your financial goals, risk tolerance, and investment time horizon. Depending upon your situation, your account(s) managed by us may contain individual stocks, corporate and/or government bonds, municipal bonds, mutual funds, or exchange traded funds (“ETFs”). In some situations, we may recommend that real estate be part of your investment portfolio.

Tailored Services and Investment Restrictions When we provide investment supervisory services we attempt to tailor your investment portfolio to your situation as you have described it to us. This is why it is so important that you let us know about changes to your financial situation, goals, or investment time horizon. You may impose restrictions on investing in certain securities or types of securities. You must clearly identify these restrictions in writing to us. Assets Under Management As of December 31, 2023, Roth Asset Management managed $131,996,140 of client assets, all on a discretionary basis. This section of the brochure describes how we are compensated for the services we offer. Compensation Methodology and Rates Assets Under Management Some clients are charged for our asset management services based on a percentage of the assets being managed. The following fee schedule is a sample of our fee schedule for investment supervisory services (the fee schedule below does not apply to Consulting Services). Your specific annual fee arrangement will be described in the written Investment Advisory Agreement entered into between Roth Asset Management and you. Investment advisory fees charged by us are negotiable at our sole discretion. All clients do not pay the same fee. A lower fee for a comparable service may be available from other sources. Assets Under Management Annual Management Fee $0 to $1,000,000 0.75% $1,000,001 to $3,000,000 0.60% $3,000,001 to $5,000,000 0.50% $5,000,001 and above 0.40% All fees on portfolios are calculated on a graduated basis, e.g., an account with a value of $3,000,000 will pay an annual fee of 0.75% on the first $1,000,000 and 0.60% on the asset value from $1,000,001 to $3,000,000. In addition to the asset-based fees described immediately above, Roth Asset Management may charge a base administrative fee of five hundred dollars ($500) per year on each account under their management or supervision. This administrative fee is charged on a quarterly basis in advance. The annual fee for our services is billed quarterly, in advance, on or near the first day of each calendar quarter based on the value of the portfolio the first day of the calendar quarter, and adjusted for any major cash flows. If the management agreement does not span the entire quarterly billing period, the fee will be pro-rated based on the number of days the account is open during the billing period. Your account custodian will send client statements, at least quarterly, showing all disbursements for the account including the amount of the advisory fee, if deducted directly from the account. It is the shared responsibility of Roth Asset Management and you to verify the accuracy of the fee calculation as the account custodian will not determine whether the fee has been properly calculated. See Item 12 – Brokerage Practices in this brochure for more information about your account custodian(s). You may terminate the Investment Advisory Agreement without fee or penalty by providing written notice to Roth Asset Management within five (5) business days from the execution of the agreement. Thereafter, either party may terminate the Investment Advisory Agreement by providing written notice. Any unearned fees collected in advance of services being performed will be returned to you on a pro rata basis. Fixed Fees You may enter into a Consulting Services Agreement or an Investment Advisory Agreement where the fee for services is determined through negotiations and agreement between you and Roth Asset Management. Fixed fees are not necessarily based upon the value of assets managed or time expended providing services. Fixed fees are normally agreed to for one year, then renegotiated and agreed to for future periods. If you are paying a fixed fee you may pay a fee higher or lower than one based upon the value of assets managed. In the event a fixed fee engagement is terminated, unearned fees will be returned to you on a pro rata basis. Hourly Fees We may perform services for you where the price of the service is based upon the amount of time to complete the service times an hourly rate. The rate per hour depends upon the level of complexity of the service and experience and expertise of the personnel used to do the work. This negotiable rate would normally not exceed $300 per hour. The tasks and services to be performed are described in an engagement letter that is signed by you and Roth Asset Management that also includes the hourly rate, an estimate of time to complete the project, and the procedure for refund or partial billing if the engagement is terminated before completion. Third Party Advisor Fees As appropriate, we may enter into agreements with various third party advisors. We offer clients various types of programs or strategies provided by these third party advisors. We may select and change a particular third party advisor’s service or program for a portion of, or your entire portfolio without your consent. The third party advisor provides the investment advice regarding the portfolio under their management. We provide investment advice regarding the selection and replacement of third party advisors. Each third party advisor provides differing levels of service to clients. The fees you will pay depend upon the size and complexity of your investment portfolio and the services provided. You will pay a fee to the Third Party Advisor that is separate from and in addition to any fee that you pay to us. Valuation of Publicly Traded Securities Publicly traded securities in your account(s) managed by us are held at the custodian that we might recommend but is ultimately chosen by you. We use the securities valuation provided by the independent qualified custodian for reporting and billing purposes. Publicly traded securities are usually valued as of the end of business on the last trading day of the calendar quarter. How Clients Pay Advisory Fees Fees for investment advisory services are generally deducted directly from your account but upon mutual agreement may be paid by check. You must provide your qualified account custodian with written authorization to have fees deducted from the account and paid to Roth Asset Management. Fee arrangements paid to Roth Asset Management for Consulting Services will be specified in a Consulting Services Agreement. Other Types of Fees and Expenses In addition to the investment advisory fees you pay to us, you will pay transaction fees (commissions) to your custodian or broker-dealer for executing securities transactions and charges for special services elected by you or Roth Asset Management. These fees may include:
• periodic distribution fees
• electronic fund and wire transfer fees
• certificate delivery fees
• reorganization fees
• account transfer fees (outbound)
• returned check fees
• international security transfer fees
• overnight mail and check fees
• Rule 144 transfer fees
• transfer agent fees This list is not meant to be all inclusive. Any fee on a special service incurred by the client will be fully disclosed. Please refer to Item 12 of this document for an explanation of our brokerage practices. Investment Company Fees Investment company funds (e.g., mutual funds or ETFs) that are held by you will bear their own internal transaction and execution costs, as well as directly compensate their investment managers along with internal administrative services. Some funds pay 12b-1 fees, distribution fees, and/or shareholder service fees to broker-dealers that offer investment company funds to their clients. These fees affect the net asset value of the fund shares and are indirectly borne by fund shareholders such as you. Some fund companies have imposed a redemption fee. A redemption fee is another type of fee that some funds charge their shareholders when shares are sold or redeemed within a short period of time from the purchase of the fund shares. Although a redemption fee is deducted from redemption proceeds just like a deferred sales load, it is not considered to be a sales load. Unlike a sales load, which is generally used to compensate brokers, a redemption fee is typically used to defray fund costs associated with a shareholder’s redemption and is paid directly to the fund, not to a broker. The SEC generally limits redemption fees to 2%. In most cases, the funds will use the "first-in, first-out" (FIFO) method to determine the holding period. Under this method, the date of the redemption will be compared with the earliest purchase date of shares held in the account. While it is not the general practice of Roth Asset Management to sell client’s securities in a period that would generate a redemption fee we might do so if we believe the sale is in your best interests, or if fund shares must be redeemed to pay fees from the account. A complete explanation of these charges is contained in the Prospectus and Statement of Additional Information for each investment company fund. You can get a prospectus through the investment company website, by telephone, or by mail. Commission Based Compensation Our investment advisor representatives do not receive any commission based compensation while providing investment advisory services to you.