MIDWEST FINANCIAL PARTNERS

Item 1: Cover Page Part 2A of Form ADV: Firm Brochure February 2026 Midwest Financial Partners 912 West St. Germain Street, Suite 300 Saint Cloud, MN 56301 www.mfpmn.com Firm Contact: John Glomski Chief Compliance Officer This brochure provides information about the qualifications and business practices of Midwest Financial Partners Investments, Inc. dba Midwest Financial Partners. If you have any questions about the contents of this brochure, please contact us by telephone at (320) 251-3752 or email m.boyle@mfpmn.com. The information in this brochure has not been approved or verified by the United States Securities and Exchange Commission or by any State Securities Authority. Additional information about Midwest Financial Partners also is available on the SEC’s website at www.adviserinfo.sec.gov by searching CRD 173790. Please note that the use of the term “registered investment adviser” and description of Midwest Financial Partners and/or our associates as “registered” does not imply a certain level of skill or training. You are encouraged to review this Brochure and Brochure Supplements for our firm’s associates who advise you for more information on the qualifications of our firm and our employees.  Item 2: Material Changes Midwest Financial Partners is required to advise you of any material changes to the Firm Brochure (“Brochure”) from our last annual update. Clients can then determine whether to review the brochure in its entirety or to contact us with questions about the changes. Since our last annual amendment filed on 2/26/2025, we do not have any material change(s) to disclose. ADV Part 2A – Firm Brochure Page 2 Midwest Financial Partners  Item 3: Table of Contents Item 1: Cover Page .................................................................................................................................................................. 1 Item 2: Material Changes ...................................................................................................................................................... 2 Item 3: Table of Contents ..................................................................................................................................................... 3 Item 4: Advisory Business.................................................................................................................................................... 4 Item 5: Fees & Compensation ............................................................................................................................................. 5 Item 6: Performance-Based Fees & Side-By-Side Management ........................................................................... 7 Item 7: Types of Clients & Account Requirements .................................................................................................... 7 Item 8: Methods of Analysis, Investment Strategies & Risk of Loss ................................................................... 8 Item 9: Disciplinary Information .................................................................................................................................... 11 Item 10: Other Financial Industry Activities & Affiliations .................................................................................. 11 Item 11: Code of Ethics, Participation or Interest in Client Transactions & Personal Trading ............. 12 Item 12: Brokerage Practices ........................................................................................................................................... 13 Item 13: Review of Accounts or Financial Plans ....................................................................................................... 15 Item 14: Client Referrals & Other Compensation ..................................................................................................... 16 Item 15: Custody .................................................................................................................................................................... 16 Item 16: Investment Discretion ....................................................................................................................................... 17 Item 17: Voting Client Securities ..................................................................................................................................... 17 Item 18: Financial Information ........................................................................................................................................ 17 ADV Part 2A – Firm Brochure Page 3 Midwest Financial Partners  Item 4: Advisory Business We are dedicated to providing individuals and other types of clients with a wide array of investment advisory services. Our firm is a corporation formed in the State of Minnesota. Our firm has been in business as an investment adviser since 2014 and is wholly owned by Thomas D. St. Hilaire through his personal trust. Description of the Types of Advisory Services We Offer Comprehensive Portfolio Management: Our Comprehensive Portfolio Management service encompasses asset management as well as providing financial planning/financial consulting to clients. It is designed to assist clients in meeting their financial goals through the use of financial investments. We conduct at least one, but sometimes more than one meeting (in person if possible, otherwise via telephone conference) with clients in order to understand their current financial situation, existing resources, financial goals, and tolerance for risk. Based on what we learn, we propose an investment approach to the client. We may propose an investment portfolio, consisting of exchange traded funds (“ETFs”), mutual funds, individual stocks or bonds, or other securities. Upon the client’s agreement to the proposed investment plan, we work with the client to establish or transfer investment accounts so that we can manage the client’s portfolio. Once the relevant accounts are under our management, we review such accounts on a regular basis and at least annually. We may periodically rebalance or adjust client accounts under our management. If the client experiences any significant changes to his/her financial or personal circumstances, the client must notify us so that we can consider such information in managing the client’s investments. Retirement Plan Consulting: Our firm provides Retirement Plan Consulting services to employer plan sponsors on an ongoing basis. Generally, such consulting services consist of assisting employer plan sponsors in establishing, monitoring and reviewing their company's participant-directed retirement plan. As the needs of the plan sponsor dictate, areas of advising could include: investment options, plan structure and participant education. Retirement Plan Consulting services typically include: • • Establishing an Investment Policy Statement – Our firm will assist in the development a statement that summarizes the investment goals and objectives along with the broad strategies to be employed to meet the objectives. Investment Options – Our firm will work with the Plan Sponsor to evaluate existing investment options and make recommendations for appropriate changes. • • Asset Allocation and Portfolio Construction – Our firm will develop strategic asset allocation models to aid Participants in developing strategies to meet their investment objectives, time horizon, financial situation and tolerance for risk. Investment Monitoring – Our firm will monitor the performance of the investments and notify the client in the event of over/underperformance. When providing Retirement Plan Consulting services, our firm does not provide any advisory services with respect to the following types of assets: employer securities, real estate (excluding real estate funds and publicly traded REITS), participant loans, non-publicly traded securities or assets, other illiquid investments, or brokerage window programs (collectively, “Excluded Assets”). ADV Part 2A – Firm Brochure Page 4 Midwest Financial Partners  All retirement plan consulting services shall be in compliance with the applicable state laws regulating retirement consulting services. This applies to client accounts that are retirement or other employee benefit plans (“Plan”) governed by the Employee Retirement Income Security Act of 1974, as amended (“ERISA”). If the client accounts are part of a Plan, and our firm accept appointments to provide services to such accounts, our firm acknowledges its fiduciary standard within the meaning of Section 3(21) or 3(38) of ERISA as designated by the Retirement Plan Consulting Agreement with respect to the provision of services described therein. Tailoring of Advisory Services We offer individualized investment advice to clients utilizing our Comprehensive Portfolio Management service. Additionally, we offer general investment advice to clients utilizing our Retirement Plan Consulting service. Each client has the opportunity to place reasonable restrictions on the types of investments to be held in the portfolio. Restrictions on investments in certain securities or types of securities may not be possible due to the level of difficulty this would entail in managing the account. Restrictions would be limited to our Comprehensive Portfolio Management service. Participation in Wrap Fee Programs We do not offer wrap fee programs. Regulatory Assets Under Management We managed $1,474,127,841 on a discretionary basis and $42,343,172 on a non-discretionary basis as of December 31st, 2025. Our total assets under management was $1,516,471,013. Item 5: Fees & Compensation How We Are Compensated for Our Advisory Services Comprehensive Portfolio Management: Our firm’s annualized fees are billed on a pro-rata basis quarterly in advance based on the value of your account on the last day of the previous quarter. The specific billing arrangement will be detailed in the signed client agreement and investment policy statement. Unless indicated otherwise in writing, our firm bills on cash and cash equivalents. Fees are negotiable and will be deducted from your managed account. As part of this process, the client is made aware of the following: a) Your independent custodian sends statements at least quarterly to you showing the market values for each security included in the assets managed by our firm and all disbursements in your account including the amount of the advisory fees paid to us; b) You provide authorization permitting us to be directly paid by these terms. We send our invoice directly to the custodian; and c) If we send a copy of our invoice to you, it will include a legend urging you to compare information provided in our statement with those from the qualified custodian. ADV Part 2A – Firm Brochure Page 5 Midwest Financial Partners  Fees for accounts custodied at Pershing Advisor Solutions, LLC (“Pershing”) are assessed according to the tiered fee schedule below: Assets Under Management $0 to $250,000 $250,001 to $500,000 $500,001 to $1,000,000 $1,000,001 to $2,000,000 $2,000,001 to $5,000,000 $5,000,001 to $10,000,000 Over $10,000,000 Annual Percentage of Assets Charge 1.26% 1.02% 0.99% 0.78% 0.71% 0.75% 0.75% For example, a client with $1,000,000 in assets under management will be assessed a fee of 1.26% on those assets under $250,000, 1.02% for assets between $250,001 and $500,000, and 0.99% for assets between $500,001 and $1,000,000. Clients with accounts custodied at Fidelity Brokerage Services (“Fidelity”) are assessed a flat fee of 0.30%. Bond ladders and dedicated bond accounts will be charged a fixed rate of 0.40% or the initially assessed fixed fee rate. Dedicated CD accounts will be charged a fixed rate of 0.40%. Advisory fees charged by any other selected custodians will not exceed 1.26%. Related Accounts Related Accounts, which are Pershing accounts belonging to a member of a client’s family participating in the Comprehensive Portfolio Management service, may be aggregated for advisory fee purposes, so that each account will pay a fee which is calculated on the basis of the total of all Related Accounts. Related Accounts will be specified in the client’s advisory agreement. Pontera Order Management System Our firm will manage certain client account(s) that are held at a custodian that is not directly accessible by our firm using Pontera Solutions, Inc. (“Pontera”)’s order management system. Our firm will assess an annual advisory fee of up to 0.60% per account managed through Pontera. This advisory fee will be billed quarterly in advance based on the value of the account on the last day of the previous quarter. The advisory fee payable for any held away accounts will be deducted directly from another client account. If there are insufficient funds available in another client account or our firm believes that deducting the advisory fee from another client account would be prohibited by applicable law, we will invoice the client directly. Flourish Cash Our firm recommends the services of Flourish Cash when deemed to be in a client’s best interest. Flourish Cash is an online cash management solution that seeks to provide clients with competitive APY and elevated FDIC coverage for their deposits placed at program banks. Flourish Cash is offered by Flourish Financial LLC, a registered broker-dealer and FINRA member. Our firm is not affiliated with Flourish Cash or any of the program’s banks. We do not assess an advisory fee on Flourish Cash accounts. Any fees charged by Flourish Cash will be described to clients in a separate written ADV Part 2A – Firm Brochure Page 6 Midwest Financial Partners  disclosure documents and/or agreement. Clients will be required to sign a separate agreement with Flourish Cash if they choose to use Flourish Cash’s services. Retirement Plan Consulting: The maximum annual fee charged will not exceed 1.00% of the Plan assets under management. The fee-paying arrangements for retirement plan consulting service will be determined on a case-by-case basis and will be detailed in the signed Retirement Plan Consulting Agreement. Other Types of Fees & Expenses Clients with assets custodied at Pershing are charged an annual 0.10% fee on eligible assets. Fidelity eliminated transaction fees for U.S. listed equities and exchange traded funds for clients who opt into electronic delivery of statements or maintain at least $1 million in assets at Fidelity. Clients who do not meet either criteria will be subject to transaction fees charged by Fidelity for U.S. listed equities and exchange traded funds. Pershing has not eliminated transaction fees for U.S. listed equities and exchange traded funds, so clients may pay for investing in the same securities in Pershing. However, our firm primarily recommends mutual funds and does not typically recommend U.S. listed equities and exchange traded funds. Clients may also pay holdings charges imposed by the chosen custodian for certain investments, charges imposed directly by a mutual fund, index fund, or exchange traded fund, which shall be disclosed in the fund’s prospectus (e.g., fund management fees and other fund expenses), distribution fees, surrender charges, variable annuity fees, insurance subscription fees, IRA and qualified retirement plan fees, mark-ups and mark-downs, spreads paid to market makers, fees for trades executed away from custodian, wire transfer fees and other fees and taxes on brokerage accounts and securities transactions. Our firm does not receive a portion of these fees. Termination & Refunds Either party may terminate the advisory agreement signed with our firm by providing written notice to the other party. Upon notice of termination, we will proceed to close out your account and process a pro-rata refund of any unearned advisory fees. Commissionable Securities Sales Our firm and representatives do not sell securities for a commission in advisory accounts. Item 6: Performance-Based Fees & Side-By-Side Management We do not charge performance-based fees. Item 7: Types of Clients & Account Requirements We have the following types of clients: Individuals, Families, and High Net Worth Individuals; • • Trusts, Estates or Charitable Organizations; • Pension and Profit Sharing Plans; ADV Part 2A – Firm Brochure Page 7 Midwest Financial Partners  • Corporations, Limited Liability Companies and/or Other Business Types. We do not impose requirements for opening and maintaining accounts or otherwise engaging us. Clients who custody their assets at Fidelity will not be charged transaction fees for U.S. listed equities and exchange traded funds if they opt into electronic delivery of statements or maintain at least $1 million in assets at Fidelity. Item 8: Methods of Analysis, Investment Strategies & Risk of Loss The following methods of analysis and investment strategies may be utilized in formulating our investment advice and/or managing client assets, provided that such methods and/or strategies are appropriate to the needs of the client and consistent with the client's investment objectives, risk tolerance, and time horizons, among other considerations. General Risks of Owning Securities The prices of securities held in client accounts and the income they generate may decline in response to certain events taking place around the world. These include events directly involving the issuers of securities held as underlying assets in a client’s account, conditions affecting the general economy, and overall market changes. Other contributing factors include local, regional, or global political, social, or economic instability and governmental or governmental agency responses to economic conditions. Currency, interest rate, and commodity price fluctuations may also affect security prices and income. The prices of, and the income generated by, most debt securities held by a client’s account may be affected by changing interest rates and by changes in the effective maturities and credit ratings of these securities. For example, the prices of debt securities in the client’s account generally will decline when interest rates rise and increase when interest rates fall. In addition, falling interest rates may cause an issuer to redeem, “call” or refinance a security before its stated maturity, which may result in our firm having to reinvest the proceeds in lower yielding securities. Longer maturity debt securities generally have higher rates of interest and may be subject to greater price fluctuations than shorter maturity debt securities. Debt securities are also subject to credit risk, which is the possibility that the credit strength of an issuer will weaken and/or an issuer of a debt security will fail to make timely payments of principal or interest and the security will go into default. The guarantee of a security backed by the U.S. Treasury or the full faith and credit of the U.S. government only covers the timely payment of interest and principal when held to maturity. This means that the current market values for these securities will fluctuate with changes in interest rates. Investments in securities issued by entities based outside the United States may be subject to increased levels of the risks described above. Currency fluctuations and controls, different accounting, auditing, financial reporting, disclosure, regulatory and legal standards and practices could also affect investments in securities of foreign issuers. Additional factors may include expropriation, changes in tax policy, greater market volatility, different securities market structures, and higher transaction costs. Various administrative difficulties, such as delays in clearing and settling portfolio transactions, or in receiving payment of dividends can increase risk. Finally, investments in securities issued by entities domiciled in the United States may also be subject to many of these risks. ADV Part 2A – Firm Brochure Page 8 Midwest Financial Partners  Cash & Cash Equivalents: Cash and cash equivalents generally refer to either United States dollars or highly liquid short-term debt instruments such as, but not limited to, treasury bills, bank CD’s and commercial papers. Generally, these assets are considered nonproductive and will be exposed to inflation risk and considerable opportunity cost risk. Investments in cash and cash equivalents will generally return less than the advisory fee charged by our firm. Our firm may recommend cash and cash equivalents as part of our clients’ asset allocation when deemed appropriate and in their best interest. Our firm considers cash and cash equivalents to be an asset class. Therefore, our firm assess an advisory fee on cash and cash equivalents unless indicated otherwise in writing. Exchange Traded Funds (“ETFs”): An ETF is a type of Investment Company (usually, an open-end fund or unit investment trust) whose primary objective is to achieve the same return as a particular market index. The vast majority of ETFs are designed to track an index, so their performance is close to that of an index mutual fund, but they are not exact duplicates. A tracking error, or the difference between the returns of a fund and the returns of the index, can arise due to differences in composition, management fees, expenses, and handling of dividends. ETFs benefit from continuous pricing; they can be bought and sold on a stock exchange throughout the trading day. Because ETFs trade like stocks, you can place orders just like with individual stocks - such as limit orders, good- until-canceled orders, stop loss orders etc. They can also be sold short. Traditional mutual funds are bought and redeemed based on their net asset values (“NAV”) at the end of the day. ETFs are bought and sold at the market prices on the exchanges, which resemble the underlying NAV but are independent of it. However, arbitrageurs will ensure that ETF prices are kept very close to the NAV of the underlying securities. Although an investor can buy as few as one share of an ETF, most buy in board lots. Anything bought in less than a board lot will increase the cost to the investor. Anyone can buy any ETF no matter where in the world it trades. This provides a benefit over mutual funds, which generally can only be bought in the country in which they are registered. One of the main features of ETFs are their low annual fees, especially when compared to traditional mutual funds. The passive nature of index investing, reduced marketing, and distribution and accounting expenses all contribute to the lower fees. However, individual investors must pay a brokerage commission to purchase and sell ETF shares; for those investors who trade frequently, this can significantly increase the cost of investing in ETFs. That said, with the advent of low-cost brokerage fees, small or frequent purchases of ETFs are becoming more cost efficient. Equity Securities: Equity securities represent an ownership position in a company. Equity securities typically consist of common stocks. The prices of equity securities fluctuate based on, among other things, events specific to their issuers and market, economic and other conditions. For example, prices of these securities can be affected by financial contracts held by the issuer or third parties (such as derivatives) relating to the security or other assets or indices. There may be little trading in the secondary market for particular equity securities, which may adversely affect our firm 's ability to value accurately or dispose of such equity securities. Adverse publicity and investor perceptions, whether or not based on fundamental analysis, may decrease the value and/or liquidity of equity securities. Investing in smaller companies may pose additional risks as it is often more difficult to value or dispose of small company stocks, more difficult to obtain information about smaller companies, and the prices of their stocks may be more volatile than stocks of larger, more established companies. Clients should have a long-term perspective and, for example, be able to tolerate potentially sharp declines in value. Mutual Funds: A mutual fund is a company that pools money from many investors and invests that money in a variety of differing security types based on the objectives of the fund. The portfolio of the fund consists of the combined holdings it owns. Each share represents an investor’s proportionate ADV Part 2A – Firm Brochure Page 9 Midwest Financial Partners  ownership of the fund’s holdings and the income those holdings generate. The price that investors pay for mutual fund shares are the fund’s per share net asset value (“NAV”) plus any shareholder fees that the fund imposes at the time of purchase (such as sales loads). Investors typically cannot ascertain the exact make-up of a fund’s portfolio at any given time, nor can they directly influence which securities the fund manager buys and sells or the timing of those trades. With an individual stock, investors can obtain real-time (or close to real-time) pricing information with relative ease by checking financial websites or by calling a broker or your investment adviser. Investors can also monitor how a stock’s price changes from hour to hour—or even second to second. By contrast, with a mutual fund, the price at which an investor purchases or redeems shares will typically depend on the fund’s NAV, which is calculated daily after market close. The benefits of investing through mutual funds include: (a) Mutual funds are professionally managed by an investment adviser who researches, selects, and monitors the performance of the securities purchased by the fund; (b) Mutual funds typically have the benefit of diversification, which is an investing strategy that generally sums up as “Don’t put all your eggs in one basket.” Spreading investments across a wide range of companies and industry sectors can help lower the risk if a company or sector fails. Some investors find it easier to achieve diversification through ownership of mutual funds rather than through ownership of individual stocks or bonds.; (c) Some mutual funds accommodate investors who do not have a lot of money to invest by setting relatively low dollar amounts for initial purchases, subsequent monthly purchases, or both.; and (d) At any time, mutual fund investors can readily redeem their shares at the current NAV, less any fees and charges assessed on redemption. Mutual funds also have features that some investors might view as disadvantages: (a) Investors must pay sales charges, annual fees, and other expenses regardless of how the fund performs. Depending on the timing of their investment, investors may also have to pay taxes on any capital gains distributions they receive. This includes instances where the fund performed poorly after purchasing shares.; (b) Investors typically cannot ascertain the exact make-up of a fund’s portfolio at any given time, nor can they directly influence which securities the fund manager buys and sells or the timing of those trades.; and (c) With an individual stock, investors can obtain real-time (or close to real- time) pricing information with relative ease by checking financial websites or by calling a broker or your investment adviser. Investors can also monitor how a stock’s price changes from hour to hour— or even second to second. By contrast, with a mutual fund, the price at which an investor purchases or redeems shares will typically depend on the fund’s NAV, which the fund might not calculate until many hours after the investor placed the order. In general, mutual funds must calculate their NAV at least once every business day, typically after the major U.S. exchanges close. When investors buy and hold an individual stock or bond, the investor must pay income tax each year on the dividends or interest the investor receives. However, the investor will not have to pay any capital gains tax until the investor actually sells and makes a profit. Mutual funds, however, are different. When an investor buys and holds mutual fund shares, the investor will owe income tax on any ordinary dividends in the year the investor receives or reinvests them. Moreover, in addition to owing taxes on any personal capital gains when the investor sells shares, the investor may have to pay taxes each year on the fund’s capital gains. That is because the law requires mutual funds to distribute capital gains to shareholders if they sell securities for a profit, and cannot use losses to offset these gains. ADV Part 2A – Firm Brochure Page 10 Midwest Financial Partners  Methods of Analysis We may use the following methods of analysis in formulating our investment advice and/or managing client assets: • Charting; • Cyclical; • Fundamental; • Technical. Investment Strategies We Use We may use the following strategies in managing client accounts, provided that such strategies are appropriate to the needs of the client and consistent with the client's investment objectives, risk tolerance, and time horizons, among other considerations: • Long Term Purchases (Securities Held At Least a Year); • Short Term Purchases (Securities Sold Within a Year); and • Trading (Securities Sold Within 30 Days). Risk of Loss Investing in securities involves risk of loss that clients should be prepared to bear. While the stock market may increase and your account(s) could enjoy a gain, it is also possible that the stock market may decrease and your account(s) could suffer a loss. It is important that you understand the risks associated with investing in the stock market, are appropriately diversified in your investments, and ask us any questions you may have. Description of Material, Significant or Unusual Risks We generally invest client’s cash balances in money market funds, FDIC Insured Certificates of Deposit, high-grade commercial paper and/or government backed debt instruments. Ultimately, we try to achieve the highest return on our client’s cash balances through relatively low-risk conservative investments. In most cases, at least a partial cash balance will be maintained in a money market account so that our firm may debit advisory fees for our services related to Comprehensive Portfolio Management as applicable. Item 9: Disciplinary Information There are no legal or disciplinary events that are material to the evaluation of our advisory business or the integrity of our management. Item 10: Other Financial Industry Activities & Affiliations In accordance with the express terms of the applicable trust and Minnesota Statutes chapter 501C, Midwest Financial Partners Family Office, Inc. and Midwest Financial Partners, Inc., firms under common control with Midwest Financial Partners Investments, Inc. dba Midwest Financial Partners, will assist in the administration of trusts by acting as trustees. Midwest Financial Partners Family Office, Inc. and Midwest Financial Partners, Inc. may be wholly or partly responsible for selecting an advisor, broker, or investment manager and any such advisor, broker, or investment manager may ADV Part 2A – Firm Brochure Page 11 Midwest Financial Partners  be affiliated with Midwest Financial Partners Family Office, Inc. and/or Midwest Financial Partners, Inc. Such affiliation, if any, shall not affect the duties and responsibilities of Midwest Financial Partners Family Office, Inc. and Midwest Financial Partners, Inc. under its service agreement or any applicable law. Midwest Financial Partners Family Office, Inc. and Midwest Financial Partners, Inc. will serve as trustees, provide bill pay services, or act as agents on behalf of clients. Midwest Financial Partners Family Office, Inc. also provides tax preparation services. In order to avoid conflicts of interest, clients of Midwest Financial Partners Investments, Inc. dba Midwest Financial Partners are under no obligation to engage Midwest Financial Partners Family Office, Inc. or Midwest Financial Partners, Inc. for their services. Item 11: Code of Ethics, Participation or Interest in Client Transactions & Personal Trading An investment adviser is considered a fiduciary and our firm has a fiduciary duty to all clients. As a fiduciary, it is an investment adviser’s responsibility to provide fair and full disclosure of all material facts and to act solely in the best interest of each of our clients at all times. Our fiduciary duty is considered the core underlying principle for our Code of Ethics which also includes Insider Trading and Personal Securities Transactions Policies and Procedures. If a client or a potential client wishes to review our Code of Ethics in its entirety, a copy will be provided upon request. We recognize that the personal investment transactions of members and employees of our firm demand the application of a high Code of Ethics and require that all such transactions be carried out in a way that does not endanger the interest of any client. At the same time, we believe that if investment goals are similar for clients and for members and employees of our firm, it is logical and even desirable that there be common ownership of some securities. Therefore, in order to prevent conflicts of interest, we have in place a set of procedures (including a pre- clearing procedure) with respect to transactions effected by our members, officers and employees for their personal accounts1. In order to monitor compliance with our personal trading policy, we have a quarterly securities transaction reporting system for all of our associates. Upon employment or affiliation and at least annually thereafter, all supervised persons will sign an acknowledgement that they have read, understand, and agree to comply with our Code of Ethics. Neither our firm nor a related person recommends to clients, or buys or sells for client accounts, securities in which our firm or a related person has a material financial interest. Related persons of our firm may buy or sell securities and other investments that are also recommended to clients. In order to minimize this conflict of interest, our related persons will place client interests ahead of their own interests and adhere to our firm’s Code of Ethics. Further, our related persons will refrain from buying or selling the same securities prior to buying or selling for our clients in the same day. If related persons’ accounts are included in a block trade, our related persons accounts will be traded in the same manner every time. 1 For purposes of the policy, our associate’s personal account generally includes any account (a) in the name of our associate, his/her spouse, his/her minor children or other dependents residing in the same household, (b) for which our associate is a trustee or executor, or (c) which our associate controls, including our client accounts which our associate controls and/or a member of his/her household has a direct or indirect beneficial interest in. ADV Part 2A – Firm Brochure Page 12 Midwest Financial Partners  Our firm and supervised persons must conduct business in an honest, ethical, and fair manner and avoid all circumstances that might negatively affect or appear to affect our duty of complete loyalty to all clients. This disclosure is provided to give all clients a summary of our Code of Ethics. Item 12: Brokerage Practices Selecting a Brokerage Firm We seek to recommend a custodian/broker who will hold your assets and execute transactions on terms that are overall most advantageous when compared to other available providers and their services. We consider a wide range of factors, including, among others, these: • Timeliness of execution • Timeliness and accuracy of trade confirmations • Research services provided • Ability to provide investment ideas • Execution facilitation services provided • Record keeping services provided • Custody services provided • Frequency and correction of trading errors • Ability to access a variety of market venues • Expertise as it relates to specific securities • Financial condition • Business reputation • Quality of services With this in consideration, our firm has an arrangement with Pershing Advisor Solutions, LLC (“Pershing”) and Fidelity Brokerage Services LLC (collectively, and together with all affiliates, "Fidelity") through which we are provided with "institutional platform services". Our firm is independently operated and owned and is not affiliated with Pershing or Fidelity. The institutional platform services include, among others, brokerage, custody, and other related services. Fidelity's institutional platform services that assist us in managing and administering clients' accounts include software and other technology that (i) provide access to client account data (such as trade confirmations and account statements); (ii) facilitate trade execution and allocate aggregated trade orders for multiple client accounts; (iii) provide research, pricing and other market data; (iv) facilitate payment of fees from its clients' accounts; and (v) assist with back-office functions, recordkeeping and client reporting. Pershing and Fidelity may make certain research and brokerage services available at no additional cost to our firm all of which qualify for the safe harbor exemption defined in Section 28(e) of the Securities Exchange Act of 1934. These services may be directly from independent research companies, as selected by our firm (within specific parameters). Research products and services provided by Pershing and Fidelity may include research reports on recommendations or other information about, particular companies or industries; economic surveys, data and analyses; financial publications; portfolio evaluation services; financial database software and services; computerized news and pricing services; quotation equipment for use in running software used in investment decision-making; and other products or services that provide lawful and appropriate assistance by Pershing to our firm in the performance of our investment decision-making responsibilities. ADV Part 2A – Firm Brochure Page 13 Midwest Financial Partners  We do not use client brokerage commissions to obtain research or other products or services. The aforementioned research and brokerage services are used by our firm to manage accounts for which we have investment discretion. Without this arrangement, our firm might be compelled to purchase the same or similar services at our own expense. As a result of receiving these services, we may have an incentive to continue to use or expand the use of Pershing’s and Fidelity’s services. Our firm examined this potential conflict of interest when we chose to enter into the relationship with Pershing and Fidelity. We have determined that the relationship is in the best interest of our firm’s clients and satisfies our fiduciary obligations, including our duty to seek best execution. Pershing and Fidelity charge brokerage commissions and transaction fees for effecting certain securities transactions (i.e., transaction fees are charged for certain no-load mutual funds, commissions are charged for individual equity and debt securities transactions). Pershing and Fidelity enable us to obtain many no-load mutual funds without transaction charges and other no-load funds at nominal transaction charges. Pershing and Fidelity commission rates are generally discounted from customary retail commission rates. The commission and transaction fees charged by Pershing and Fidelity may be higher or lower than those charged by other custodians and broker-dealers. Our clients may pay a commission to Pershing or Fidelity that is higher than another qualified broker dealer might charge to effect the same transaction where we determine in good faith that the commission is reasonable in relation to the value of the brokerage and research services received. In seeking best execution, the determinative factor is not the lowest possible cost, but whether the transaction represents the best qualitative execution, taking into consideration the full range of a broker-dealer’s services, including the value of research provided, execution capability, commission rates, and responsiveness. Accordingly, although we will seek competitive rates, to the benefit of all clients, we may not necessarily obtain the lowest possible commission rates for specific client account transactions. Soft Dollars Our firm does not accept products or services that do not qualify for Safe Harbor outlined in Section 28(e) of the Securities Exchange Act of 1934, such as those services that do not aid in investment decision-making or trade execution. Client Brokerage Commissions Pershing and Fidelity do not make client brokerage commissions generated by client transactions available for our firm’s use. Procedures to Direct Client Transactions in Return for Soft Dollars Our firm does not direct client transactions to a particular broker-dealer in return for soft dollar benefits. Brokerage for Client Referrals Our firm does not receive brokerage for client referrals. ADV Part 2A – Firm Brochure Page 14 Midwest Financial Partners  Directed Brokerage Neither we nor any of our firm’s related persons have discretionary authority in making the determination of the brokers with whom orders for the purchase or sale of securities are placed for execution, and the commission rates at which such securities transactions are effected. We routinely recommend that a client directs us to execute through a specified broker-dealer. Our firm recommends the use of Pershing or Fidelity. Each client will be required to establish their account(s) with Pershing or Fidelity if not have not already done so. Please note that not all advisers have this requirement. Permissibility of Client-Directed Brokerage We do not allow client-directed brokerage outside our custodial recommendations. Special Considerations for ERISA Clients A retirement or ERISA plan client may direct all or part of portfolio transactions for its account through a specific broker or dealer in order to obtain goods or services on behalf of the plan. Such direction is permitted provided that the goods and services provided are reasonable expenses of the plan incurred in the ordinary course of its business for which it otherwise would be obligated and empowered to pay. ERISA prohibits directed brokerage arrangements when the goods or services purchased are not for the exclusive benefit of the plan. Consequently, we will request that plan sponsors who direct plan brokerage provide us with a letter documenting that this arrangement will be for the exclusive benefit of the plan. Aggregation of Purchase or Sale We perform investment management services for various clients. There are occasions on which portfolio transactions may be executed as part of concurrent authorizations to purchase or sell the same security for numerous accounts served by our firm, which involve accounts with similar investment objectives. Although such concurrent authorizations potentially could be either advantageous or disadvantageous to any one or more particular accounts, they are affected only when we believe that to do so will be in the best interest of the effected accounts. When such concurrent authorizations occur, the objective is to allocate the executions in a manner which is deemed equitable to the accounts involved. In any given situation, we attempt to allocate trade executions in the most equitable manner possible, taking into consideration client objectives, current asset allocation and availability of funds using price averaging, proration and consistently non-arbitrary methods of allocation. Item 13: Review of Accounts or Financial Plans We review accounts on at least an annual basis for our clients subscribing to our Comprehensive Portfolio Management service. The nature of these reviews is to learn whether clients’ accounts are in line with their investment objectives, appropriately positioned based on market conditions, and investment policies, if applicable. Only our Financial Advisors will conduct reviews. We may review client accounts more frequently than described above. Among the factors which may trigger an off-cycle review are major market or economic events, the client’s life events, requests by the client, etc. ADV Part 2A – Firm Brochure Page 15 Midwest Financial Partners  Retirement Plan Consulting clients receive reviews of their retirement plans for the duration of the Retirement Plan Consulting service. We also provide ongoing services to Retirement Plan Consulting clients where we meet with such clients upon their request to discuss updates to their plans, changes in their circumstances, etc. Retirement Plan Consulting clients do not receive written or verbal updated reports regarding their retirement plans unless they choose to contract with us for ongoing Retirement Plan Consulting services. Item 14: Client Referrals & Other Compensation Other Compensation Representatives of our firm will occasionally receive complimentary conference fee waivers provided by our custodians in order to attend their educational events and conferences. The reimbursement is not directly dependent upon the recommendation of a particular custodian to clients. Our representatives will always adhere to their fiduciary duty in recommending a custodian for our clients. Referral Fees In accordance with Rule 206 (4)-1 of the Investment Advisers Act of 1940, our firm does not provide cash or non-cash compensation directly or indirectly to unaffiliated persons for testimonials or endorsements (which include client referrals). Item 15: Custody Trustee and Bill Paying Services: Midwest Financial Partners Family Office, Inc. and Midwest Financial Partners, Inc., firms under common control with Midwest Financial Partners Investments, Inc. dba Midwest Financial Partners, serve as trustees for one or more trusts, perform bill paying services for some clients, or act as agents on behalf of certain clients. As such, our firm is deemed to have custody when such services are provided to our advisory clients. The client assets of which our firm has custody are verified by actual examination at least once during each calendar year by an independent public accountant registered with the Public Company Accounting Oversight Board, at a time that is chosen by the accountant without prior notice or announcement to our firm and that is irregular from year to year. Third Party Money Movement: The SEC issued a no‐action letter (“Letter”) with respect to the Rule 206(4)‐2 (“Custody Rule”) under the Investment Advisers Act of 1940 (“Advisers Act”). The letter provided guidance on the Custody Rule as well as clarified that an adviser who has the power to disburse client funds to a third party under a standing letter of instruction (“SLOA”) is deemed to have custody. As such, our firm has adopted the following safeguards in conjunction with the account custodian: • The client provides an instruction to the qualified custodian, in writing, that includes the client’s signature, the third party’s name, and either the third party’s address or the third party’s account number at a custodian to which the transfer should be directed. • The client authorizes the investment adviser, in writing, either on the qualified custodian’s form or separately, to direct transfers to the third party either on a specified schedule or from time to time. ADV Part 2A – Firm Brochure Page 16 Midwest Financial Partners  • The client’s qualified custodian performs appropriate verification of the instruction, such as a signature review or other method to verify the client’s authorization, and provides a transfer of funds notice to the client promptly after each transfer. • The client has the ability to terminate or change the instruction to the client’s qualified custodian. • The investment adviser has no authority or ability to designate or change the identity of the third party, the address, or any other information about the third party contained in the client’s instruction. • The investment adviser maintains records showing that the third party is not a related party of the investment adviser or located at the same address as the investment adviser. • The client’s qualified custodian sends the client, in writing, an initial notice confirming the instruction and an annual notice reconfirming the instruction. Clients are encouraged to raise any questions with us about the custody, safety or security of their assets and our custodial recommendations. Item 16: Investment Discretion Clients have the option of providing our firm with investment discretion on their behalf, pursuant to an executed investment advisory client agreement. By granting investment discretion, we are authorized to execute securities transactions, which securities are bought and sold, and the total amount to be bought and sold. Limitations may be imposed by the client in the form of specific constraints on any of these areas of discretion with our firm’s written acknowledgement. Item 17: Voting Client Securities We do not accept proxy authority to vote client securities. Clients will receive proxies or other solicitations directly from their custodian or a transfer agent. In the event that proxies are sent to our firm, we will forward them on to you and ask the party who sent them to mail them directly to you in the future. Clients may call, write or email us to discuss questions they may have about particular proxy votes or other solicitations. Item 18: Financial Information We are not required to provide financial information in this Brochure because we do not require the prepayment of more than $1,200 in fees and six or more months in advance, and we do not have a financial condition or commitment that impairs our ability to meet contractual and fiduciary obligations to clients. Please see Item 15 for custody issues presented by our firm’s outside business activities. We have never been the subject of a bankruptcy proceeding. ADV Part 2A – Firm Brochure Page 17 Midwest Financial Partners