MITCHELL & PAHL FORM ADV PART 2A APPENDIX 1 WRAP FEE PROGRAM BROCHURE

Item 1 – Cover Page Mitchell & Pahl Private Wealth, LLC 1001 NW 71st Street, Suite 4 Oklahoma City, OK 73116 (405) 608-2280 Form ADV Part 2A, Appendix 1 Wrap Fee Program Brochure February 3, 2026 This Brochure provides information about the qualifications and business practices of Mitchell & Pahl Private Wealth, LLC (“Mitchell & Pahl”). You should review this brochure to understand your relationship with our firm and help you determine to hire or retain us as your investment adviser. If you have any questions about the contents of this brochure, please contact us at (405) 608-2280. The information in this Brochure has not been approved or verified by the United States of America Securities and Exchange Commission (“SEC”) or by any state securities authority. Additional information about Mitchell & Pahl also is available on the SEC’s website at www.adviserinfo.sec.gov. You can search this site by our firm name or by using a unique identifying number, known as a CRD number. The CRD number for Mitchell & Pahl is 307625. Mitchell & Pahl is a registered investment adviser. Registration of an investment adviser does not imply any level of skill or training. 1  Item 2 – Material Changes This section of the Wrap Fee Program Brochure discusses specific material changes that have been made to the brochure since the firm’s last annual update in March 2025. No material changes were made to the brochure since the firm’s last annual update. We will provide you with a Summary of Material Changes made to this brochure annually at no cost. You may receive an updated copy of this brochure at any time by contacting us at (405) 608- 2280. 2  Item 3 – Table of Contents Item 1 – Cover Page .................................................................................................................................... 1 Item 2 – Material Changes .......................................................................................................................... 2 Item 3 – Table of Contents ......................................................................................................................... 3 Item 4 – Services, Fees and Compensation ............................................................................................... 4 Item 5 – Account Requirements and Types of Clients ............................................................................. 7 Item 6 – Portfolio Manager Selection and Evaluation ............................................................................. 7 Item 7 – Client Information Provided to Portfolio Managers ............................................................... 17 Item 8 – Client Contact with Portfolio Managers ................................................................................... 17 Item 9 – Additional Information .............................................................................................................. 17 3  Item 4 – Services, Fees and Compensation Our Services Mitchell & Pahl Private Wealth, LLC (“Mitchell & Pahl”) is a fee-only registered investment adviser that provides investment management and financial advisory services to individual investors to help them achieve their financial needs and goals. Founded in 2020, the firm is owned by Brian D. Mitchell and Candace Pahl. Our firm takes pride in providing personalized service to our clients and acknowledges that it is held to a fiduciary standard of care. Mitchell & Pahl offers portfolio management services through a wrap fee program. A bundled or “wrap fee” program is an advisory fee program under which you pay one bundled fee to compensate Mitchell & Pahl for portfolio management and trade execution. A wrap fee program may not be the lowest cost option if you would like to restrict your investments to open-ended mutual funds or other long-term investment products. Portfolio and Wealth Management Services Mitchell & Pahl manages our clients’ portfolios on a discretionary and, in limited circumstances, non-discretionary basis. Our portfolio and wealth management services are tailored to the needs of our clients and are based on a comprehensive understanding of each client’s current situation, past experiences, and future goals. With this acquired knowledge we create, analyze, strategize, and implement goal-oriented investment solutions. These solutions become our clients’ investment policy. This policy and our matched strategies are designed to be risk appropriate, cost effective and tax efficient. Our wealth management services generally include a broad range of comprehensive financial planning and consulting services. We also offer discretionary or, in limited circumstances, non- discretionary management of investment portfolios. Client assets are generally allocated among individual equity and debt securities in accordance with the client's stated investment objective and risk/volatility parameters. Where appropriate, Mitchell & Pahl may also provide advice about many types of legacy positions or other investments held in client portfolios. Clients may also engage Mitchell & Pahl to manage and/or advise on certain investment products that are not maintained at their primary custodian, such as variable life insurance and annuity contracts, assets held in employer sponsored retirement plans and qualified tuition plans (i.e., 529 plans). In these situations, Mitchell & Pahl will direct or make recommendations on a non-discretionary basis for the allocation of client assets among the various investment options available within the product. These assets are generally maintained at the underwriting insurance company or custodian for the plan trustee or administrator and clients retain responsibility for effecting trades in these accounts. Clients may also retain Mitchell & Pahl to provide advisory services for their retirement plan account. 4  Mitchell & Pahl consults with clients on an initial and ongoing basis to assess their specific risk tolerance, time horizon, liquidity constraints and other related factors relevant to the management of their portfolios. You should promptly notify us if there are changes in your financial situation or if you wish to place any limitations on the management of your account. You may impose reasonable restrictions or mandates on the management of your account if Mitchell & Pahl determines, in our sole discretion, the conditions would not materially impact the performance of a management strategy or prove overly burdensome to the firm's management efforts. Selection of Independent Managers Mitchell & Pahl may select certain Independent Managers to actively manage a portion of its clients' assets. Pursuant to the terms of the investment advisory agreement, Mitchell & Pahl shall have the discretion to appoint and terminate these third-party advisers. The specific terms and conditions under which a client engages an Independent Manager may also be set forth in a separate written agreement with the designated Independent Manager. Certain Independent Managers require a separate investment advisory agreement with the Independent Manager, while others do not. In addition to this brochure, clients will also receive the written disclosure documents of the respective Independent Managers engaged to manage their assets. Mitchell & Pahl evaluates a variety of information about Independent Managers, which may include the Independent Managers' public disclosure documents, materials supplied by the Independent Managers themselves and other third-party analyses it believes are reputable. To the extent possible, Mitchell & Pahl seeks to assess the Independent Managers' investment strategies, past performance, and risk results in relation to its clients' individual portfolio allocations and risk exposure. Mitchell & Pahl also takes into consideration each Independent Manager's management style, returns, reputation, financial strength, reporting, pricing, and research capabilities, among other factors. Independent Managers utilized by Mitchell & Pahl include sub-advisers that focus on a specific investment strategy, such as fixed income investing. These sub-advisers provide Mitchell & Pahl with fixed-income research and advice, which is then implemented in client portfolios. Mitchell & Pahl continues to provide services relative to the discretionary or non-discretionary selection of the Independent Managers. On an ongoing basis, Mitchell & Pahl monitors the performance of those accounts being managed by Independent Managers. Mitchell & Pahl seeks to ensure the Independent Managers' strategies and target allocations remain aligned with its clients' investment objectives and overall best interests. Fees and Compensation Fees for portfolio management services are based on billable assets under management and are payable quarterly in advance. Mitchell & Pahl may negotiate advisory fees at our sole discretion. We may negotiate a fee rate that differs from our standard fee schedule for certain clients or in situations 5  where Mitchell & Pahl provides advice with respect to certain client holdings (e.g., held-away assets, 529 plans, etc.). Our annual graduated fee schedule for wealth management services is as follows: Assets Under Management First $1,000,000 Next $1,000,000 Over $2,000,000 Wealth Management Fee 1.00% 0.75% 0.50% This fee schedule may be based on cumulative household assets under management. However, certain ERISA rules prevent householding corporate plans with personal assets for fee reductions. You should refer to your advisory agreement for your specific fee rate(s). Our annual fee for portfolio management services is as follows: 0.50% Portfolio Management Fee Selection of Independent Managers Fees for Independent Managers utilized for managing all or a portion of your account are set forth by the Independent Manager and are included in Mitchell & Pahl’s advisory fees. You should refer to the Independent Form ADV Part 2A Brochure for information on their fees and compensation. Costs of Our Program Fees for our portfolio management services may be higher than fees charged by other advisers who sponsor similar programs, or if you paid separately for investment advice and other services. Fees for our wrap fee program include clearing and custodial costs and our portfolio management fee. There may be times when another broker-dealer is used to execute fixed income trades (commonly referred to as “trading away” or “step out trades”). In instances where Mitchell & Pahl has determined it is in the client’s best interest to utilize another broker-dealer to execute a transaction, the cost of the transaction will be included in the wrap program fee. You may be charged different fees than similarly situated clients for the same services. Your specific wrap fee is described in your investment management agreement. You should carefully review this brochure to understand the fees and other sources of compensation we receive prior to entering into an investment advisory contract with our firm. Other Types of Fees You May Incur You may incur additional charges imposed by custodians, broker-dealers, investment companies and other third parties, such as account maintenance fees, transfer taxes, wire transfer and electronic fund fees and other fees and taxes on securities transactions. Such charges and fees are exclusive of 6  and in addition to Mitchell & Pahl ’s fees. You are responsible for payment of any and all taxes that may be due as a result of any transactions in your account. In addition to advisory fees, you are responsible for paying any management and other fund-related expenses for any mutual funds in which your account assets are invested. This includes redemption fees imposed by the mutual fund or custodian as a result of a transaction-related request you initiate (such as a partial or complete liquidation of your account). Distribution or “12b-1” fees paid by any mutual funds in which your account assets are invested are credited back to your account for your benefit. Our Compensation for Your Participation in the Program Mitchell & Pahl generally acts as both the sponsor and portfolio manager of the wrap fee program but may engage a third-party money manager to act as portfolio manager for all or a portion of an account. This means we receive compensation as a result of your participation in the program, which gives us an incentive to recommend the program over other programs or services. The amount of this compensation may be more than what we would receive if you paid separately for investment advice, brokerage, and other services. We encourage you to consider your anticipated level of trading activity and compare the costs you may incur in the program versus an unbundled portfolio management program. Item 5 – Account Requirements and Types of Clients Mitchell & Pahl offers investment advisory services to a wide variety of clients, including individuals, high net worth individuals and families, pension, profit-sharing and other employer sponsored plans, trusts, estates, family entities, charitable institutions, foundations, corporations, and other business entities. Mitchell & Pahl generally does not require a minimum initial investment for investment management services. The firm, in its sole discretion, may accept clients with smaller portfolios based upon each client’s particular circumstances. Item 6 – Portfolio Manager Selection and Evaluation Selection and Review of Portfolio Managers Mitchell & Pahl generally acts as both the sponsor and portfolio manager of the wrap fee program. We may also utilize a third-party money manager to manage all or a portion of a client’s account. In an effort to mitigate any potential conflicts of interest, we have the ability to effect a large number of trades within the wrap program with institutional pricing. This mitigates the incentive to recommend fewer trades in your account. The cost of trading is not material to our investment recommendations. It is our policy to always act in the best interests of our clients. 7  Types of Advisory Services We Offer Mitchell & Pahl offers portfolio management, financial planning, and wealth management services to individuals, high net worth individuals, trusts, businesses, and charitable organizations. We work with our clients to determine their investment objectives and risk profile and develop a customized investment plan based on their individual needs and goals. Mitchell & Pahl will utilize the financial information provided by the client to analyze and develop strategies and solutions to assist the client in meeting their financial goals. Prior to Mitchell & Pahl rendering any of the foregoing services, clients are required to enter into one or more written advisory agreements with Mitchell & Pahl setting forth the relevant terms and conditions of the advisory relationship. Portfolio and Wealth Management Services Mitchell & Pahl manages our clients’ portfolios on a discretionary and, in limited circumstances, non-discretionary basis. Our portfolio and wealth management services are tailored to the needs of our clients and are based on a comprehensive understanding of each client’s current situation, past experiences, and future goals. With this acquired knowledge we create, analyze, strategize, and implement goal-oriented investment solutions. These solutions become our clients’ investment policy. This policy and our matched strategies are designed to be risk appropriate, cost effective and tax efficient. Our wealth management services generally include a broad range of comprehensive financial planning and consulting services. We also offer discretionary or, in limited circumstances, non- discretionary management of investment portfolios. Client assets are generally allocated among individual equity and debt securities in accordance with the client's stated investment objective and risk/volatility parameters. Where appropriate, Mitchell & Pahl may also provide advice about many types of legacy positions or other investments held in client portfolios. Clients may also engage Mitchell & Pahl to manage and/or advise on certain investment products that are not maintained at their primary custodian, such as variable life insurance and annuity contracts, assets held in employer sponsored retirement plans and qualified tuition plans (i.e., 529 plans). In these situations, Mitchell & Pahl will direct or make recommendations on a non-discretionary basis for the allocation of client assets among the various investment options available within the product. These assets are generally maintained at the underwriting insurance company or custodian for the plan trustee or administrator and clients retain responsibility for effecting trades in these accounts. Clients may also retain Mitchell & Pahl to provide advisory services for their retirement plan account. Mitchell & Pahl consults with clients on an initial and ongoing basis to assess their specific risk tolerance, time horizon, liquidity constraints and other related factors relevant to the management of their portfolios. You should promptly notify us if there are changes in your financial situation or if you wish to place any limitations on the management of your account. You may impose 8  reasonable restrictions or mandates on the management of your account if Mitchell & Pahl determines, in our sole discretion, the conditions would not materially impact the performance of a management strategy or prove overly burdensome to the firm's management efforts. Financial Planning and Consulting Services Mitchell & Pahl offers different levels of financial planning and consulting services to help our clients identify, prioritize and work towards their goals and objectives. Our consulting services give our clients the ability to receive a broad range of financial advice and services, including specific security recommendations, for the duration of the advisory agreement. Our process starts with an extensive review of a client's family situation, which includes assets and liabilities as well as estate, tax, and insurance needs. We then employ a risk tolerance and risk capacity-focused simulation to get a detailed cash flow analysis and proposed asset allocation. Together, this information is analyzed to develop a proposed financial plan, which is designed to be dynamic in nature, ever-evolving due to life changes, along with changes in cash flow needs, risk tolerance, time horizon, or investment objectives. Mitchell & Pahl’s financial planning and consulting services may include any or all of the following topics: • Investment Consulting: Analyzing investment allocations, possible alternatives to consider, and their effect on your portfolio. • Tax Planning: Reviewing tax returns and proposing options for reducing tax liability. • Liability Management: Guidance on using debt productively and paying off strategically. • Estate Planning: Analyzing and suggesting wealth transfer strategies to meet your objectives, as well as reviewing beneficiary designations and proper account titling. • Cash Flow Analysis: Planning around one-time expenses, as well as ongoing distribution needs and savings goals. • Charitable Giving: Discussing your desired social impact, exploring tax-appropriate vehicles to accomplish your philanthropic objectives, and determining which assets to use for giving. • Business Planning: Advice on how to structure an entity, reviewing cash flow expectations, strategies for using debt effectively, succession and transition planning, and assistance with office space decisions. • Concentrated Stock: Managing the risk of owning highly appreciated investments, as well as decisions concerning equity compensation offered through an employer. • Insurance Review: Analyzing current insurance coverage and, where appropriate, recommending strategies to mitigate risks. • Divorce Planning: Assisting with financial issues and decisions that couples face when going through a divorce. • Death & Disability: Evaluating cash needs at death, income needs of surviving dependents, and disability income. 9  • Federal Benefits & Health Care: Optimization of Social Security, Medicare, and other Federal Benefits, as well as navigating health care decisions before Medicare. • Education Planning: Reviewing 529 plans and general assistance in preparing to meet dependents’ continuing educational needs. • Family Governance: Coordinating family meetings, formulating mission statements, helping identify the purpose for the wealth and reviewing how future generations might preserve and continue the legacy. • Financial Record Organizing: Guidance with organizing important financial records so you know what to keep. Generally, financial planning services are rendered in conjunction with our investment portfolio management services, as part of a comprehensive wealth management engagement; however, on a case-by-case basis, the firm may offer any of these services on a stand-alone basis. In performing these services, Mitchell & Pahl is not required to verify any information received from the client or from the client's other professionals (e.g., attorneys, accountants, etc.), and is expressly authorized to rely on such information. Mitchell & Pahl may recommend clients engage the firm for additional related services, or we may recommend other professionals to implement our recommendations. These additional services by Mitchell & Pahl or another professional are provided at an additional cost to you, which is based on the nature, extent, complexity, and other characteristics of the services. This creates a conflict of interest because the firm will have an incentive to recommend additional services based on the compensation to be received, rather than solely based on your needs, and in some cases, based on the prospect of cross-referrals of advisory clients from the other professional or his or her firm. Implementation of financial planning recommendations is entirely at your discretion. You have complete freedom in selecting a financial adviser to assist you with implementing the recommendations made in your financial plan and are under no obligation to act on the advice of Mitchell & Pahl. Financial planning recommendations are of a generic nature and are not limited to any specific product or service offered by a broker dealer or insurance company. Should you choose to implement the recommendations contained in the plan, Mitchell & Pahl suggests you work closely with your attorney, accountant and/or insurance agent. Mitchell & Pahl will act solely in its capacity as a registered investment adviser and does not provide any legal, accounting or tax advice. You should seek the counsel of a qualified accountant and/or attorney when necessary. As part of our advisory services, we may assist clients with tax harvesting and will work with the client’s tax specialist to answer any questions related to the client’s portfolio. Selection of Independent Managers Mitchell & Pahl may select certain Independent Managers to actively manage a portion of its clients' assets. Pursuant to the terms of the investment advisory agreement, Mitchell & Pahl shall have the discretion to appoint and terminate these third-party advisers. The specific terms and conditions under which a client engages an Independent Manager may also be set forth in a separate written agreement with the designated Independent Manager. In addition to this brochure, clients may also receive the written disclosure documents of the respective Independent Managers engaged to manage their assets. Mitchell & Pahl evaluates a variety of information about Independent 10  Managers, which may include the Independent Managers' public disclosure documents, materials supplied by the Independent Managers themselves and other third-party analyses it believes are reputable. To the extent possible, Mitchell & Pahl seeks to assess the Independent Managers' investment strategies, past performance, and risk results in relation to its clients' individual portfolio allocations and risk exposure. Mitchell & Pahl also takes into consideration each Independent Manager's management style, returns, reputation, financial strength, reporting, pricing, and research capabilities, among other factors. Mitchell & Pahl continues to provide services relative to the discretionary or non-discretionary selection of the Independent Managers. On an ongoing basis, Mitchell & Pahl monitors the performance of those accounts being managed by Independent Managers. Mitchell & Pahl seeks to ensure the Independent Managers' strategies and target allocations remain aligned with its clients' investment objectives and overall best interests. Portfolio Management Services for Wrap Fee Program Mitchell & Pahl offers portfolio management services through a wrap program. A bundled or “wrap fee” program is an advisory fee program under which you pay one bundled fee to compensate Mitchell & Pahl for portfolio management and trade execution. A wrap fee program may not be the lowest cost option if you would like to restrict your investments to open-ended mutual funds or other long-term investment products. Performance-Based Fees and Side-By-Side Management Mitchell & Pahl does not charge any performance-based fees or participate in side-by-side management. Methods of Analysis and Investment Strategies Mitchell & Pahl carefully constructs a tax-efficient and cost-effective asset allocation strategy based on a client’s unique cash flow needs, stated return and risk profile. Security selection is based on qualitative, quantitative, technical, and relative strength metrics. Portfolio holdings are constantly monitored and adjusted as market conditions and our clients’ circumstances dictate. Clients may hold or retain other types of assets as well, and Mitchell & Pahl may offer advice regarding those various assets as part of our services. Advice regarding such assets generally will not involve portfolio management services. Mitchell & Pahl predominately utilizes a combination of active and passive strategies to allocate client assets among publicly traded securities, such as stocks, bonds, mutual funds, and ETFs. Individual client circumstances may dictate the use of other types of securities and/or actively managed portfolios. 11  Risk of Loss Investing in securities involves risk of loss that you should be prepared to bear. All investments present the risk of loss of principal – the risk that the value of securities (e.g., stocks, bonds, ADRs, etc.), when sold or otherwise disposed of, may be less than the price paid for the securities. Even when the value of the securities when sold is greater than the price paid, there is the risk that the appreciation will be less than inflation. In other words, the purchasing power of the proceeds may be less than the purchasing power of the original investment. There is no guarantee that investment recommendations made by Mitchell & Pahl will be accurate. We cannot assure that your account will increase, preserve capital, or generate income, nor can we assure that your investment objectives will be realized. Although all investments involve risk, our investment advice seeks to limit risk through diversification among various asset classes. We may recommend a variety of security types for your account to help you achieve your individual needs and goals. Described below are the material risks associated with investing in the types of securities we generally use in client accounts, as well as risks associated with our investment strategies and methods of analysis and other general risks: Product Risks Equity Securities In general, prices of equity securities (common, convertible preferred stocks and other securities whose values are tied to the price of stocks, such as rights, warrants and convertible debt securities) are more volatile than those of fixed-income securities. The prices of equity securities could decline in value if the issuer’s financial condition declines or in response to overall market and economic conditions. Investments in smaller companies and mid-size companies may involve greater risk and price volatility than investments in larger, more mature companies. Fixed-Income Securities The return and principal value of bonds fluctuate with changes in market conditions. Fixed-income securities are subject to interest rate risk and credit quality risk. The market value of fixed-income securities generally declines when interest rates rise, and an issuer of fixed-income securities could default on its payment obligations. Changes in interest rates generally have a greater effect on bonds with longer maturities than on those with shorter maturities. If bonds are not held to maturity, they may be worth more or less than their original value. Credit risk refers to the possibility that the issuer of a bond will not be able to make principal and/or interest payments. High yield bonds, also known as “junk bonds,” carry a higher risk of loss of principal and income than higher rated investment grade bonds. 12  Mutual Funds Mutual funds may invest in different types of securities, such as value or growth stocks, real estate investment trusts, corporate bonds, or U.S. government bonds. There are risks associated with each asset class. An investment in a money market fund is not insured or guaranteed by the Federal Deposit Insurance Corporation or any other governmental agency. Although money market funds seek to preserve the value of your investment at $1.00 per share, it is possible to lose money by investing in the fund. Redemption is at the current net asset value, which may be more or less than the original cost. Aggressive growth funds are most suitable for investors willing to accept price per share volatility since many companies that demonstrate high growth potential can also be high risk. Income from tax-free mutual funds may be subject to local, state and/or the alternative minimum tax. Because each mutual fund owns different types of investments, performance will be affected by a variety of factors. The value of your investment in a mutual fund will vary from day to day as the values of the underlying investments in a fund vary. Such variations generally reflect changes in interest rates, market conditions and other company and economic news. These risks may become magnified depending on how much a fund invests or uses certain strategies. A fund’s principal market segment(s), such as large-cap, mid-cap or small-cap stocks, or growth or value stocks may underperform other market segments or the equity markets as a whole. You can find additional information regarding these risks in the fund’s prospectus. Exchange-Traded Funds (ETFs) ETFs are typically investment companies that are legally classified as open-end mutual funds or unit investment trusts. ETFs differ from traditional mutual funds in that ETF shares are listed on a securities exchange. Shares can be bought and sold throughout the trading day like shares of other publicly traded companies. ETF shares may trade at a discount or premium to their net asset value. This difference between the bid price and ask price is often referred to as the “spread.” The spread varies over time based on the ETF’s trading volume and market liquidity and is generally lower if the ETF has a lot of trading volume and market liquidity and higher if the ETF has little trading volume and market liquidity. Liquidity risks are higher for ETFs with a large spread. ETFs may be closed and liquidated at the discretion of the issuing company. International Investing The risks of investing in foreign securities include loss of value as a result of political or economic instability; nationalization, expropriation or confiscatory taxation; changes in foreign exchange rates and foreign exchange restrictions; settlement delays; and limited government regulation (including less stringent reporting, accounting, and disclosure standards than are required of U.S. companies). 13  These risks may be greater with investments in emerging markets. Certain investments utilized by Mitchell & Pahl may also contain international securities. Cash and Cash Equivalents A portion of your assets may be invested in cash or cash equivalents to achieve your investment objective, provide ongoing distributions, pay advisory fees, and/or take a defensive position. Cash holdings may result in a loss of market exposure. Options Certain types of option trading may be permitted in your account in order to generate income or hedge a security held in the account. There are additional risks with using options. An option holder runs the risk of losing the entire amount paid for the option in a relatively short period of time. The risks of covered call writing include the potential for the market to rise sharply, which may cause the security to be called away and no longer be held in the account. The risk of buying long puts is limited to the loss of the premium paid for the purchase of the put if the option is not exercised or otherwise sold. The writer of a put option bears a risk of loss if the value of the underlying interest declines below the exercise price, and such loss could be substantial if the decline is significant. The obligation of a writer of a put that is not cash-secured to meet margin requirements creates additional risks. Combination transactions, such as option spreads, are more complex than buying or writing a single option and carry additional risks. You can find additional information regarding the risks associated with options trading on the Options Industry Council website, www.optionseducation.org. Investment Strategies Risks Third-Party Asset Managers Mitchell & Pahl may recommend or utilize third-party asset managers to manage all or a portion of certain clients' assets. The success of a third-party manager’s strategies heavily relies on the manager’s abilities. Billing and valuation methods among third-party managers vary. Managers that utilize concentrated, non-diversified or sector strategies investing more of their assets in a few holdings involve additional risks, including share price fluctuations, because of the increased concentration of investments. The lack of industry diversification may subject investors to increased industry-specific risks. Clients with assets managed by a third-party manager should thoroughly review the manager’s Form ADV Brochure or other disclosure document for more information on the manager’s risks. Security Recommendations in Opposing Directions Mitchell & Pahl advises with regard to customized portfolios to meet individual client needs in accordance with the client’s IPS. Customization of client portfolios can lead to Mitchell & Pahl 14  recommending that certain clients buy a security and other clients sell the same security, which can result in material differences in account performance between clients. Operational Risks Business Continuity Mitchell & Pahl's operations could be disrupted by catastrophic events, such as fires, natural disasters, terrorist attacks, wars or similar emergencies resulting in property damage, network disruptions or prolonged power outages. Despite having contingency plans and conducting regular tests, it's impossible to prepare for every potential event. These risks could significantly impact Mitchell & Pahl and its operations. Pandemic Outbreak Epidemics or pandemics can introduce market and business uncertainties, including market volatility, business closures, supply chain disruptions, travel restrictions and widespread medical absences. Mitchell & Pahl has policies and procedures to manage these situations; however, the unpredictable nature of large outbreaks means not all eventualities can be anticipated or addressed. The COVID-19 pandemic highlighted the importance of having a robust Business Continuity Plan, which allows Mitchell & Pahl personnel to work remotely or on a hybrid office-remote basis. Future incidents might impact operations differently, including those of Mitchell & Pahl, third-party asset managers recommended or utilized by Mitchell & Pahl, product sponsors and key service providers. Economic and Political Conditions Economic changes, such as fluctuations in interest rates, inflation, currency values, industry conditions, competition, technological advancements, trade relations, political events and tax laws, can adversely affect investment performance. Economic, political and financial conditions, including military conflicts and sanctions, can cause market volatility, illiquidity and other negative effects. Economic or political instability, diplomatic issues or disasters in regions where client assets are invested could harm many kinds of investments. The potential for recession and its impact on different asset classes is uncertain and beyond Mitchell & Pahl 's control, with no guarantees that Mitchell & Pahl can predict these developments. Cybersecurity Mitchell & Pahl and its service providers, counterparts and other market participants rely heavily on information technology and communications systems. These systems face numerous cybersecurity threats that can negatively impact clients, despite efforts to mitigate these risks through advanced technologies, processes and practices aimed at protecting system security and the confidentiality, integrity and availability of our clients’ information. Unauthorized access, operational disruptions, data theft or inadvertent disclosure of sensitive information could occur, posing significant risks. A 15  breach or security failure could lead to data or financial loss and system inaccessibility for clients and regulatory penalties, reputational damage or additional compliance costs for Mitchell & Pahl. Custody Mitchell & Pahl is obligated to keep client funds and securities over which it has custody with a qualified custodian. There is a risk of loss if a custodian faces insolvency, fraud or mismanagement. Cash and securities held in a brokerage account may exceed Securities Investor Protection Corporation coverage, which generally protects accounts up to $500,000, including up to $250,000 in cash. Clients are at risk if a brokerage firm holding their assets fails to fulfill its obligations or faces distress, potentially impacting your ability to access assets or utilize services. While non-cash assets held in custody at a bank are typically outside a failed bank’s estate, client accounts could still be impacted by delays in accessing funds, settling trades or delivering securities due to a bank's failure. Diversifying custodial relationships may mitigate such risks. Counterparties Mitchell & Pahl’s clients may face credit and liquidity risks from their dealings with various counterparties. Should a counterparty fail due to financial distress, recovering assets or funds under contractual agreements may be delayed or limited. The absence of independent evaluations of counterparties' financial health and a regulated market can increase potential losses, especially under adverse market conditions. Key Persons Mitchell & Pahl’s investment success heavily relies on the experience of its executives. Losing one or more key individuals could adversely impact investment performance due to diminished strategy development, opportunity sourcing, relationship leveraging and investment expertise. Artificial Intelligence and Machine Learning 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, Mitchell & Pahl 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. Voting Client Securities As a general policy, Mitchell & Pahl will retain proxy voting authority for clients that have given us the authority to do so. In such cases, we will follow the proxy voting guidelines outlined in our Proxy Voting Policies and Procedures. You may obtain a copy of our Proxy Voting Policies and Procedures and/or a record of ballots voted upon by contacting us at (405) 608-2280. 16  Item 7 – Client Information Provided to Portfolio Managers If an Independent Manager is used to manage all or a portion of your account, Mitchell & Pahl will share certain information needed by the third-party portfolio manager to effectively manage your account, such as your risk tolerance, investment objectives or other investment policy information. Item 8 – Client Contact with Portfolio Managers Mitchell & Pahl is your primary contact for account-related questions. You may contact us directly at (405) 608-2280 to discuss your account. Item 9 – Additional Information Disciplinary Information As a registered investment adviser, Mitchell & Pahl is required to disclose all material facts regarding any legal or disciplinary events that would be material to your evaluation of our firm or the integrity of our management. Mitchell & Pahl has no disciplinary information to report. Code of Ethics, Participation in Client Transactions and Personal Trading Our Code of Ethics Mitchell & Pahl is committed to providing investment advice with the utmost professionalism and integrity. Our firm strives to identify, manage and/or mitigate conflicts of interest and has adopted policies, procedures, and oversight mechanisms to address conflicts of interest. We have adopted a Code of Ethics that emphasizes our fiduciary obligation to put client interests first and is designed to ensure personal securities transactions, activities, and interests of employees will not interfere with the responsibilities to make decisions in the best interest of clients. All supervised persons of our firm must acknowledge and comply with our Code of Ethics. You may request a copy of our Code of Ethics by contacting us at (405) 608-2280. Participation in Client Transactions Mitchell & Pahl does not affect principal or agency cross securities transactions for client accounts. Mitchell & Pahl also does not cross trade between client accounts. Principal transactions are generally defined as transactions where an adviser, acting as principal for its own account or the account of an affiliated broker-dealer, buys from or sells a security to an advisory client. An agency cross transaction is defined as a transaction where a person acts as an investment adviser in relation to a transaction in which the investment adviser, or any person controlled by or under common control with the investment adviser, acts as broker for both the advisory client and for another 17  person on the other side of the transaction. Agency cross transactions may arise where an adviser is dually registered as a broker-dealer or has an affiliated broker-dealer. Employee Personal Trading Supervised persons of Mitchell & Pahl may purchase or sell the same security that we recommend for investment in client accounts. This creates a conflict of interest as there is a possibility that employees of our firm might benefit from market activity by a client in a security held by the employee. Our Code of Ethics is designed to assure that the personal securities transactions, activities and interests of the employees of Mitchell & Pahl will not interfere with making decisions in the best interest of advisory clients and implementing such decisions while, at the same time, allowing employees to invest for their own accounts. Under the Code of Ethics, certain classes of securities have been designated as exempt transactions, based upon a determination that these would not materially interfere with the best interest of Mitchell & Pahl ’s clients. Our Code of Ethics also places restrictions on our employees’ personal trading activities. These restrictions include, but are not limited to, a prohibition on trading based on non-public information and pre-clearance requirements for certain types of transactions. Employee trading is continually monitored under the Code of Ethics in an effort to prevent conflicts of interest between Mitchell & Pahl and our clients. Certain affiliated accounts may trade in the same securities with client accounts on an aggregated basis when consistent with Mitchell & Pahl ’s obligation of best execution. In such circumstances, the affiliated and client accounts will share commission costs equally and receive securities at a total average price. Mitchell & Pahl will retain records of the trade order (specifying each participating account) and its allocation, which will be completed prior to the entry of the aggregated order. Completed orders will be allocated as specified in the initial trade order. Partially filled orders will be allocated on a pro rata basis. Any exceptions will be explained on the order. Review of Accounts Accounts at Mitchell & Pahl are reviewed on a periodic basis. This informal review includes assessing client goals and objectives, monitoring the account, and addressing the need to reallocate/rebalance, as necessary. Individual securities held in client accounts are also periodically monitored by Mitchell & Pahl. Accounts are reviewed in the context of each client’s stated investment objectives and guidelines. More frequent reviews may be triggered by material changes to a client’s individual circumstances, market conditions, or the political or economic environment. Mitchell & Pahl may also review tax-planning needs, cash-flow needs, as well as charitable giving, insurance, and estate planning as part of our ongoing client reviews. Reviews are tailored to the services we provide to you, as well as your individual needs and goals. We encourage you to discuss your needs, goals, and objectives with us and keep us informed of any changes. If you engage our firm for ongoing investment advisory services, we will contact you at least annually to determine whether there have been any changes to your financial situation or investment objectives and whether you wish to impose any reasonable restrictions on the management of your account or reasonably modify any existing restrictions. At this time, we will advise you of any account changes 18  we feel are necessary to help you stay on track with meeting your financial goals and consider whether the current services provided by our firm continue to be suitable for your needs. In addition to the account statements you receive from your account custodian at least quarterly, Mitchell & Pahl may also provide you with written performance reports for your account that provide details on account holdings and performance. As a convenience to our clients, in addition to reporting on clients’ financial assets, at a client’s request we may prepare a global consolidated report that also includes certain non-financial assets (e.g., real assets). In such instances, Mitchell & Pahl relies on the client to provide current and accurate price or other valuation information for those assets to be included in the client’s consolidated account report. In no instance are non- financial assets included in performance reporting. Mitchell & Pahl does not independently verify, and expressly disclaims responsibility for, the accuracy of any non-financial asset values clients provided to us to include in their reporting. Client Referrals and Other Compensation Other Compensation Arrangements Mitchell & Pahl receives compensation from Trade-PMR, Inc., the broker-dealer used for your account, and your account custodian in the form of access to electronic systems that assist us in the management of client accounts, as well as research, software and other technology that provide access to client account data (such as trade confirmations and account statements), pricing information and other market data, facilitate trade execution (and allocation of aggregated trade orders for multiple client accounts), and client reporting capabilities. Your account custodian also offers Mitchell & Pahl discounts for products and services offered by vendors and third-party service providers, such as software and technology solutions. These economic benefits create a conflict of interest in that it gives our firm an incentive to recommend one broker-dealer or custodian over another that does not provide similar electronic systems, support, or services. We address this conflict of interest by disclosing to our clients the types of compensation that our firm receives so clients can consider this when evaluating our firm. It is important that you consider the fees, level of service and investment strategies, among other factors, when selecting an investment manager. Client Referrals Mitchell & Pahl does not pay any referral fees to other individuals for referring clients to our firm. Financial Information As a registered investment adviser, Mitchell & Pahl is required to provide you with certain financial information about our firm. Prepayment of Fees We do not require or solicit prepayment of more than $1,200 in fees per client, six months or more in advance. 19  Our Financial Condition We do not have any financial commitment that is reasonably likely to impair our contractual commitments to our clients, nor has our firm ever been the subject of a bankruptcy proceeding. 20