MIDWEST PROFESSIONAL PLANNERS, LTD.

Item 1: Cover Page Part 2A of Form ADV Firm Brochure September 5, 2025 Midwest Professional Planners, Ltd dba MPPL Financial SEC File No. 801-72649 2610 Stewart Avenue, Suite 100 Wausau, WI 54401 phone: 715-848-3474 email: info@mpplplan.com www.mpplfinancial.com This brochure provides information about the qualifications and business practices of Midwest Professional Planners, Ltd, dba MPPL Financial. If you have any questions about the contents of this brochure, please contact us at info@mpplplan.com. The information in this brochure has not been approved or verified by the United States Securities and Exchange Commission. Registration with the SEC or State Regulatory Authority does not imply a certain level of skill or expertise. Additional information about Midwest Professional Planners, Ltd, dba MPPL Financial is also available on the SEC’s website at www.adviserinfo.sec.gov. Page 1 Part 2A of Form ADV: MPPL Financial Brochure  Item 2: Material Changes This Firm Brochure is our disclosure document prepared according to regulatory requirements and rules. Consistent with the rules, we will ensure that you receive a summary of any material changes to this and subsequent Brochures within 120 days of the close of our business’s fiscal year. Furthermore, we will provide you with other interim disclosures about material changes as necessary. The following material changes were made to this Brochure since the last annual update issued on March 20, 2025: ▪ The asset-based fee for asset management services was increased from 2.35% to 2.5%. Please refer to Item 5 of this Brochure for information on the firm’s fees and compensation. ▪ The initial retainer for divorce planning services was increased from $1,500 to $2,500. Please refer to Item 5 of this Brochure for information on the firm’s fees and compensation. Item 3: Table of Contents Item 1: Cover Page ......................................................................................................................................................................... 1 Item 2: Material Changes ............................................................................................................................................................. 2 Item 3: Table of Contents ............................................................................................................................................................ 2 Item 4: Advisory Business ............................................................................................................................................................ 3 Item 5: Fees and Compensation ............................................................................................................................................... 6 Item 6: Performance-Based Fees and Side-by-Side Management ...........................................................................10 Item 7: Types of Clients ..............................................................................................................................................................10 Item 8: Methods of Analysis, Investment Strategies, and Risk of Loss ....................................................................11 Item 9: Disciplinary Information ..............................................................................................................................................19 Item 10: Other Financial Industry Activities and Affiliations ..........................................................................................19 Item 11: Code of Ethics, Participation or Interest in Client Transactions, and Personal Trading .....................20 Item 12: Brokerage Practices ......................................................................................................................................................22 Item 13: Review of Accounts .......................................................................................................................................................27 Item 14: Client Referrals and Other Compensation ...........................................................................................................28 Item 15: Custody ..............................................................................................................................................................................28 Item 16: Investment Discretion ..................................................................................................................................................29 Item 17: Voting Client Securities ...............................................................................................................................................29 Item 18: Financial Information ...................................................................................................................................................30 Page 2 Part 2A of Form ADV: MPPL Financial Brochure  Item 4: Advisory Business A. Ownership/Advisory History Midwest Professional Planners, Ltd, dba MPPL Financial (“MPPL” and/or “firm”), is a Wisconsin corporation principally owned and managed by Scott Wallschlaeger. MPPL is an independent financial planning and investment advisory firm offering a variety of financial services to individuals and businesses since May of 1990. B. Advisory Services Offered MPPL offers a variety of financial services, many of which are proprietary, which can include but are not limited to financial planning, investment management, business consulting, retirement plans, tax planning, estate planning, and risk management. MPPL can provide these services to individuals, businesses, trusts, retirement plans, charities, and other legal entities. Financial Planning & Consulting Services MPPL offers individuals, businesses, and other organizations financial planning and consulting services on a flat fee or hourly basis that range from limited scope planning that focuses on a specific topic to comprehensive planning that address many topics in coordination. Topics typically covered are listed below. MPPL offers a variety of financial planning services tailored to the needs of the client. Although limited scope planning can be done informally, most planning services involve a four-step process: ▪ The first step involves learning about the client’s situation, goals, and questions, and finishes in gathering detailed information that will be used in any future analysis and projections. ▪ Next, the process moves to the analysis step, where MPPL reviews the client’s current situation and documents provided, creates relevant projections/models, organizes and executes internal and external advisory boards, performs required analysis, and conducts necessary research to provide personalized observations and recommendations for the client. ▪ The process then moves to the third step, delivery, where MPPL presents personalized observations and recommendations, requested analysis or projections, and/or any deliverable that was agreed to as part of the planning engagement. Recommendations may include that client engage the firm for additional related services and/or other professionals to implement its recommendations. Clients are advised that a conflict of interest exists for the firm to recommend that clients engage MPPL to provide (or continue to provide) additional services for compensation, including investment management services. ▪ The final step of the initial planning process, implementation, is where the client determines which items they would like to implement. An implementation schedule is reviewed with the client to determine what steps will be pursued, and with whom the steps may be accomplished. The client may implement the recommendations on their own or with assistance from MPPL. Implementation may require additional fees, which may be waived at the firm’s sole discretion. The client is under no obligation to act upon MPPL's recommendation(s); and if the client elects to act on any of the recommendations, the client is under no obligation to effect the transaction through MPPL. ▪ As MPPL does not provide tax, accounting, or legal advice or prepare any legal documents, clients should consult with their tax, accounting, and/or legal advisors. Planning areas for individuals include but are not limited to: ▪ Retirement ▪ Stock options ▪ Asset allocation ▪ Tax planning ▪ Employee benefits ▪ Intergenerational planning ▪ Risk management/insurance ▪ Charitable giving Page 3 Part 2A of Form ADV: MPPL Financial Brochure  ▪ Long-term care ▪ Asset protection ▪ Education ▪ Estate planning Planning area for businesses includes but are not limited to: ▪ Business formation ▪ Business protection ▪ Business structure ▪ Succession ▪ Employee benefits ▪ Valuations ▪ Retirement plan evaluations & design ▪ Tax ▪ Buy/Sell agreements and funding Clients may elect for a limited engagement, where services are completed upon delivery of the plan or consultation, or ongoing financial planning services. With ongoing services, MPPL makes relevant and timely updates to the financial plan, helps track progress on the client’s goals, and provides ongoing financial planning advice, as needed. The client’s specific situation and needs, along with the full scope of services they have engaged us to provide, will determine the scope, meeting frequency, and cost of the ongoing service. Retirement Coaching MPPL provides clients with the ability to further refine their retirement vision and dreams through supplementary modules MPPL developed in coordination with a coaching company, Metamorphosis CCT. These modules are designed to help identify new ideas for retirement, increase alignment with significant others, and improve clarity and definition of their goals, allowing MPPL to more accurately forecast their ability to sustain their desired lifestyle. This program is called Retirement Enhancer. MPPL offers modules that include but are not limited to the following: housing, living location, travel, fun & leisure, family & other activities, health & wellness, and financial. For clients who need one-on-one support developing their vision for retirement or who desire assistance in finding alignment on goals with their partner, retirement coaching can be included utilizing our partnership with Metamorphosis CCT. Asset Management Services MPPL provides asset management services on a discretionary basis where MPPL receives a limited power of attorney to affect securities transactions on behalf of the client that include securities and strategies described in Item 8 of this brochure. MPPL also provides investment advice on clients’ retirement plan assets held in qualified retirement plans, (i.e., 401(k) and 403(b) plans, etc.). Please be advised that our recommendations to you are confined to the investment alternatives made available by the plan. MPPL adjusts or rebalances accounts, portfolios, and strategies as needed, and trading frequency varies by strategy and can vary based on market conditions. Upon request, clients will be provided with a consolidated performance report for accounts with reliable data feeds. Clients have the right to provide the firm with any reasonable investment restrictions on the management of their portfolio, which must be in writing and sent to the firm. Clients should promptly notify the firm in writing of any changes in such restrictions or in the client's personal financial circumstances, investment objectives, goals and tolerance for risk. MPPL will remind clients of their obligation to inform the firm of any such changes or any restrictions that should be imposed on the management of the client’s account. MPPL will also contact clients at least annually to determine whether there have been any changes in a client's personal financial circumstances, investment objectives and tolerance for risk. Retirement Rollovers – Conflicts and Added Fees. As a fee-based investment adviser, MPPL (and its investment adviser representatives) makes more money either when your account assets grow or when Page 4 Part 2A of Form ADV: MPPL Financial Brochure  you add money to your account. As a plan participant, clients may be paying little or nothing for the plan’s investment services. As such, clients’ costs are likely to be more post-rollover. Alternative courses of action are available to you: (i) Assuming it is permitted by the Plan, you can leave your money in your current Plan. (ii) If you have changed employers, you can roll your assets into the new employer’s Plan, if permissible by your new employer. (iii) You can establish an IRA R/O and place into a commission-based account at a broker-dealer. (iv) You can establish an IRA R/O and place into a fee-based advisory account. (v) You can withdraw your retirement money and pay the taxes and any applicable penalties. Selection of Other Advisers (Sub-Advisers) As part of its portfolio management services, MPPL may recommend one or more third-party sub-advisers to manage all or a portion of the client's investment portfolio. Factors taken into consideration when making recommendations include, but are not limited to, the sub-adviser’s performance, investment strategies, methods or analysis, advisory fees and other fees, assets under management, and the client's financial objectives and risk tolerance. MPPL would generally retain authority to hire/fire the sub-adviser and regularly monitors the performance of the sub-adviser to ensure its management and investment style remain aligned with the client's objectives and risk tolerance. MPPL continuously manages any sub- adviser relationship and regularly monitors the client's account(s) for performance metrics and adherence to the client's investment objectives. Each sub-adviser maintains a separate disclosure document that the sub-adviser will provide to the client. The client should carefully review the sub-adviser's disclosure document for information regarding fees, risks and investment strategies, and conflicts of interest. The sub-adviser’s fee will be in addition to the advisory fees charged by MPPL. MPPL has a sub-advisory agreement with Betterment LLC (“Betterment”), an unaffiliated registered investment adviser and platform provider. MPPL accesses various model portfolio strategies made available through the Betterment investment platform in addition to utilizing MPPL’s proprietary Strategic Asset Strategy (“SAS”) on Betterment’s platform . MPPL determines which portfolios the client assets are to be invested in, and thereafter Betterment, as sub-adviser, implements all trades necessary to cause such assets to be invested in the model portfolios and strategies. ERISA & Qualified Plan Services MPPL provides retirement plan advisory and consulting services to plan sponsors. Services may include the following: • Comparison and selection assistance for covered service providers. • Participant Services including group and individual education. • Periodic plan benchmarking of covered service providers. • Review plan objectives and design with sponsor. • Named Fiduciary services including 3(21) and 3(38) Investment Fiduciary roles. Divorce Planning Services MPPL’s divorce planning services provide clients financial analysis and planning in the matter of divorce and related issues. MPPL and client’s financial advisor, along with any other specialists clients retain at their expense, will make recommendations or provide information to the client. MPPL will not have authority to implement these recommendations or cause the client to act upon such recommendations or information. Neither MPPL nor client’s financial advisor will provide tax advice, tax preparation, legal advice or prepare legal documents related to the client’s divorce matters. The client must retain an attorney to provide legal advice and services. Charges for these services will be separate from and in addition to MPPL’s charges. The planning services do not include MPPL providing investment management or supervision of any investment accounts or securities on client’s behalf, and MPPL will have no authority to effect any Page 5 Part 2A of Form ADV: MPPL Financial Brochure  securities transactions for the client unless engaged to do so under a separate investment management agreement. Insurance Services MPPL may refer clients to its affiliate MPPL Insurance to advise on and offer insurance products. Services will be separately agreed upon between the client and MPPL Insurance. Please see Item 10 of this Brochure for additional information and conflicts of interest. C. Client-Tailored Services and Client-Imposed Restrictions Each client’s account will be managed on the basis of the client’s financial situation and investment objectives and in accordance with any reasonable restrictions imposed by the client on the management of the account—for example, restricting the type or amount of security to be purchased in the portfolio. D. Wrap Fee Programs MPPL recommends clients to the Betterment wrap fee program. While MPPL does not sponsor a wrap fee program, it may recommend third-party wrap fee programs depending on the needs of a particular client. (Wrap fee programs offer services for one all-inclusive fee.) E. Client Assets Under Management As of December 31, 2024, MPPL had $554,338,160 assets under management, all on a discretionary basis. Item 5: Fees and Compensation A. Methods of Compensation and Fee Schedule Financial Planning and Consulting Services Fees MPPL offers a variety of financial planning services tailored to needs of the client, and fees range from $2,500 to $25,000 depending on the scope and complexity of services. In limited circumstances, MPPL and the client can agree to hourly planning fees. These fees can range from $50/hour up to $600/hour depending on the individual needed to perform the desired functions and will be billed in quarter-hour increments. Please be advised that MPPL has an economic incentive to choose the financial professional at the highest fee to perform hourly financial planning services. After initial planning is completed, clients can continue financial planning ongoing services if elected on the CEA. Ongoing planning fees agreed to on the CEA start three months after the initial planning engagement is completed. Ongoing planning is charged quarterly in advance. Clients that have an investment management engagement with MPPL will be given the option of having their financial planning fee debited from their custodial account. Clients paying more than $12,000 in investment management fees annually to MPPL may have ongoing planning fees reduced or waived at the discretion of MPPL. The ongoing fee will be adjusted each year by the amount that the published US Consumer Price Index – All Urban Consumers compiled by the US Bureau of Labor Statistics (“CPI-U”) changed on a percentage basis during the prior calendar year. Any adjustment in such fees resulting from a change in the CPI-U will be reflected on the first invoice following the release of the CPI-U in the applicable calendar year. Clients will agree in advance to all financial planning and/or consulting fees. Any fees will be referenced on the client engagement agreement (“CEA”). If during the planning process it becomes clear the fee agreed to upfront will be insufficient to complete the engagement or if the client requests changes to the scope of the agreement, a new fee can be Page 6 Part 2A of Form ADV: MPPL Financial Brochure  negotiated. Any changes must be agreed upon by both MPPL and the client before any additional charges apply. Retirement Coaching MPPL offers modules that include but are not limited to the following: housing, living location, travel, fun & leisure, family & other activities, health & wellness, and financial. Clients may purchase one or more modules, or all seven modules, and the fees can range from $99 to $1,500 depending on the type and quantity of modules selected. For one-on-one retirement coaching, clients will engage directly with Metamorphosis CCT, and fees will be billed and paid separately through Metamorphosis CCT. MPPL does not receive any portion of that fee. Asset Management Fees Asset management services will be billed either a flat annual fee or an asset-based fee charged to the client’s account(s) after the first day of each quarter. Asset-based fees will be based on the market value of the assets in the account on the last business day of the immediately preceding quarter. MPPL charges a maximum 2.5% asset-based fee on the value of portfolio assets under management. If a client utilizes leverage, the firm’s fees will be billed on the net equity in the portfolio. Fees are negotiable. As discussed below, MPPL offers sub-adviser services through the Betterment platform for a maximum 1.5.% fee. Please see conflict disclosure under the Sub-Adviser Fees (Betterment) section below. For accounts charged a flat annual advisory fee, the fee will be adjusted each year by the amount the published US Consumer Price Index – All Urban Consumers compiled by the US Bureau of Labor Statistics (“CPI-U”) changed on a percentage basis during the prior calendar year. Any adjustment in the advisory fee resulting from a change in the CPI-U will be reflected on the first invoice following the release of the CPI-U in the applicable calendar year. MPPL may modify the fee at any time upon 30 days’ written notice to the client. In the event the client has an ERISA-governed plan, fee modifications must be approved in writing by the client. The fees will be prorated if the investment advisory relationship commences otherwise than at the beginning of a quarter. Adjustments for contributions in excess of $50,000 to a client’s portfolio are prorated for the quarter in which the change occurs; no adjustments will be made for withdrawals. Sub-Adviser Fees (Betterment) The annual fee for sub-adviser services via the Betterment platform will be charged as a percentage of assets under management. MPPL’s maximum annual fee for this service is 1.50%. This fee is negotiable. The fee covers MPPL’s fees for assessing and helping clients choose the model portfolios and Betterment’s fees for its custodial, brokerage, and other platform services. In consideration for such services, the program sponsor will charge a program fee that includes the investment management fee of the strategists, the administration of the program, and trading, clearance and settlement costs. The program sponsor will add MPPL’s investment advisory fee and will deduct the overall fee from the client account. In addition, for traditional asset management services as described under the Asset Management Fees section above, MPPL has an economic incentive for those clients that qualify, subject to the minimum $100,000 requirement, to recommend traditional asset management, as the firm charges a higher fee for such services. While MPPL prioritizes clients’ best interests, it’s important to be aware of this conflict of interest during the construction of the client’s investment portfolio. Lastly, clients should note that comparable services may be available elsewhere at more favorable pricing. Clients are encouraged to discuss with their financial professional the most appropriate tier of services, given the client’s needs and the applicable cost given the client’s investment goals and objectives. Page 7 Part 2A of Form ADV: MPPL Financial Brochure  MPPL’s fees are set forth in the investment advisory agreement; Betterment’s fees are set forth in Betterment’s platform document. Fees are payable quarterly in arrears, based upon the market value of the assets being managed by MPPL on the last day of the previous quarter. The fees will be prorated if the investment advisory relationship commences otherwise than at the beginning of a calendar quarter. Betterment calculates and accrues management fees daily based on the balance at the end of each calendar day, and then debits clients’ accounts monthly or quarterly (depending on which frequency your firm chooses) in arrears. ERISA & Qualified Plan Services Fees Each engagement is separately negotiated and memorialized in a written agreement prior to the commencement of services. Divorce Plan Services Fees Clients will pay an initial retainer of $2,500 against fees and costs of the consultation. Clients will be charged hourly for services at the rates noted below: Administrative Time Consultation and Preparation Travel Time (if required in court) Court, Arbitration, and Hearing $75 per hour $250 per hour $75 per hour $250 per hour All work accomplished will be charged against the retainer. If the retainer is insufficient to pay all the fees and costs necessary to complete the consultation, additional retainers may be required in an amount deemed appropriate. Any part of the retainer that is not used will be refunded. Client will pay directly the fees and costs charged by separate attorneys, accountants, consultants, and other service providers the client engages. B. Client Payment of Fees Financial Planning and Consulting Services Financial planning fee terms are subject to the client services agreement between the client and MPPL. For prepaid fees of $1,200 or more, services will be completed within six months of the date fees are received. A financial planning and consulting agreement may be canceled at any time for any reason by either party with 30 days’ written notification. Upon termination, any unearned, prepaid fees will be refunded to the client, and any earned, unpaid fees will be due and payable. The client has the right to terminate an agreement without penalty within five business days after entering into the agreement. Asset Management Services MPPL generally requires fees to be prepaid on a quarterly basis. MPPL requires clients to authorize the direct debit of fees from their accounts. Exceptions may be granted subject to the firm’s consent for clients to be billed directly for our fees. For directly debited fees, the custodian’s periodic statements will show each fee deduction from the account. Clients may withdraw this authorization for direct billing of these fees at any time by notifying us or their custodian in writing. MPPL will deduct advisory fees directly from the client’s account provided that (i) the client provides written authorization to the qualified custodian, and (ii) the qualified custodian sends the client a statement, at least quarterly, indicating all amounts disbursed from the account. The client is responsible for verifying the accuracy of the fee calculation, as the client’s custodian will not verify the calculation. An asset management agreement may be canceled at any time for any reason by either party with 30 days’ written notification. Upon termination, any unearned, prepaid fees will be promptly refunded. The Page 8 Part 2A of Form ADV: MPPL Financial Brochure  client has the right to terminate an agreement without penalty within five business days after entering into the agreement. In the case of agreements regarding the provision of retirement plan services, either party may terminate with 60 day’s prior written notice. Divorce Planning Services Divorce planning fee terms are subject to the divorce planning services agreement between the client and MPPL. A divorce planning agreement may be canceled at any time for any reason by either party with 30 days’ written notification. Upon termination, any unearned, prepaid fees will be refunded to the client, and any earned, unpaid fees will be due and payable. The client has the right to terminate an agreement without penalty within five business days after entering into the agreement. C. Additional Client Fees Charged The fees charged by MPPL do not include fees charged by any exchange-traded fund, mutual fund, or custodian selected by the client. The fees for an exchange-traded fund or mutual fund are disclosed in the respective fund’s prospectus. Clients are advised to read these materials carefully before investing. All fees paid for investment advisory services are separate and distinct from the fees and expenses charged by exchange-traded funds, mutual funds, broker-dealers, and custodians retained by clients. Such fees and expenses are described in each exchange-traded fund and mutual fund’s prospectus, and by any broker- dealer or custodian retained by the client. If a mutual fund also imposes sales charges, the client may pay an initial or deferred sales charge as further described in the mutual fund’s prospectus. A client using MPPL may be precluded from using certain mutual funds or separate account managers because they may not be offered by the client's custodian. Please refer to the Brokerage Practices section (Item 12) for additional information regarding the firm’s brokerage practices. For divorce planning services, clients will pay directly the fees and costs charged by separate attorneys, accountants, consultants, and other service providers engaged by MPPL for client’s benefit, which are not included in our planning services, provided the client approves any such engagement in advance. D. External Compensation for the Sale of Securities to Clients MPPL advisory professionals are compensated primarily through receipt of a portion of the advisory fees generated from advisory clients. MPPL’s advisory professionals may be paid sales, service, or administrative fees for the sale of mutual funds or other investment products in their capacity as registered representatives of APW Capital, Inc. (“APW”). Investment adviser representatives, in their capacity as an APW registered representative, are prohibited from earning an advisory fee on the securities value transferred from an advisory client’s APW brokerage account unless commissions earned on such securities transactions occurred at least 12 months prior to the transfer. Please see Item 10.C. for detailed information and conflicts of interest. Please be advised that you may purchase an annuity through your MPPL advisory representative who is licensed as a registered representative with APW, a FINRA-registered broker-dealer, and pay commission for such sale, which your registered representative will benefit. Please be advised that MPPL does not share in that commission. Pursuant to your authorization, MPPL may be engaged by you to provide ongoing advice with respect to the securities underlying the annuity and be paid an advisory fee for doing so. The overall fees (commission and advisory fees) may be high when combined, and you should evaluate the investment opportunity and its expected returns and risk in light of the overall fees you may be paying. There may be alternative investment products available at less cost that fulfill your rate of return and risk requirements. Ultimately the decision to use a particular product rests with the client. Page 9 Part 2A of Form ADV: MPPL Financial Brochure  E. Important Disclosure – Custodian Investment Programs Please be advised that certain of the firm’s investment adviser representatives are registered with a broker-dealer and/or the firm is a broker-dealer or affiliated with a broker-dealer. Under these arrangements, we can access certain investment programs offered through the broker-dealer that offer certain compensation and fee structures that create conflicts of interest of which clients need to be aware. As such, the investment adviser representative and/or the firm may have an economic incentive to recommend the purchase of 12b-1 or revenue share class mutual funds offered through the broker-dealer platform rather than from the investment adviser platform. Limitation on Mutual Fund Universe for Custodian Investment Programs: Please note that as a matter of policy we prohibit the receipt of revenue share fees from any mutual funds utilized for our advisory clients’ portfolios. There are certain programs in which we participate where a client’s investment options may be limited in certain of these programs to those mutual funds and/or mutual fund share classes that pay 12b-1 fees and other revenue sharing fee payments, and the client should be aware that the firm is not selecting from among all mutual funds available in the marketplace when recommending mutual funds to the client. Conflict Between Revenue Share Class (12b-1) and Non-Revenue Share Class Mutual Funds: Revenue share class/12b-1 fees are deducted from the net asset value of the mutual fund and generally, all things being equal, cause the fund to earn lower rates of return than those mutual funds that do not pay revenue sharing fees. The client is under no obligation to utilize such programs or mutual funds. Although many factors will influence the type of fund to be used, the client should discuss with their investment adviser representative whether a share class from a comparable mutual fund with a more favorable return to investors is available that does not include the payment of any 12b-1 or revenue sharing fees given the client’s individual needs and priorities and anticipated transaction costs. In addition, the receipt of such fees can create conflicts of interest in instances (i) where our adviser representative is also licensed as a registered representative of a broker-dealer and receives a portion of 12b-1 and or revenue sharing fees as compensation – such compensation creates an incentive for the investment adviser representative to use programs which utilize funds that pay such additional compensation; and (ii) where the custodian receives the entirety of the 12b-1 and/or revenue sharing fees and takes the receipt of such fees into consideration in terms of benefits it may elect to provide to the firm, even though such benefits may or may not benefit some or all of the firm clients. Item 6: Performance-Based Fees and Side-by-Side Management MPPL does not charge performance-based fees and therefore has no economic incentive to manage clients’ portfolios in any way other than what is in their best interests. Item 7: Types of Clients MPPL offers its investment advisory services to various types of clients, including family offices, family groups, high-net-worth individuals, trusts, corporate executive groups, retirement plans (including 401k plans), pension and profit sharing plans, charitable organizations, corporations, partnerships, and other legal entities. Although MPPL provides services to the various types of clients mentioned, the services are conditioned upon meeting certain minimum criteria established by the firm. For asset management services, MPPL generally requires a minimum account size of $100,000. This minimum can be adjusted or waived at MPPL’s sole discretion. Page 10 Part 2A of Form ADV: MPPL Financial Brochure  Item 8: Methods of Analysis, Investment Strategies, and Risk of Loss A. Methods of Analysis and Investment Strategies Methods of Analysis MPPL uses a variety of sources of data to conduct its economic, investment and market analysis, such as financial newspapers and magazines, economic and market research materials prepared by others, conference calls hosted by mutual funds, corporate rating services, annual reports, prospectuses, and company press releases. It is important to keep in mind that there is no specific approach to investing that guarantees success or positive returns; investing in securities involves risk of loss that clients should be prepared to bear. MPPL and its investment adviser representatives are responsible for identifying and implementing the methods of analysis used in formulating investment recommendations to clients. The methods of analysis may include quantitative methods for optimizing client portfolios, computer-based risk/return analysis, technical analysis, and statistical and/or computer models utilizing long-term economic criteria. ▪ Optimization involves the use of mathematical algorithms to determine the appropriate mix of assets given the firm’s current capital market rate assessment and a particular client’s risk tolerance. ▪ Quantitative methods include analysis of historical data such as price and volume statistics, performance data, standard deviation and related risk metrics, how the security performs relative to the overall stock market, earnings data, price to earnings ratios, and related data. ▪ Technical analysis involves charting price and volume data as reported by the exchange where the security is traded to look for price trends. ▪ Computer models may be used to attempt the future value of a security based on assumptions of various data categories such as earnings, cash flow, profit margins, sales, and a variety of other company specific metrics. MPPL may also employ outside vendors or utilize third-party software to assist in formulating investment recommendations to clients. From time to time, MPPL may recommend to a client either an initial investment strategy or a change in strategy in light of the client’s investment objectives, the actual performance of such strategy, and other pertinent factors. In cases in which the strategy being recommended to the client entails a higher fee structure than another MPPL strategy, the firm recognizes that a potential conflict of interest exists in that MPPL has a monetary incentive to charge higher fees. In all such cases, MPPL professionals will ensure any such recommendation is in the best interests of the client. Investment Strategies Discretionary asset management services utilize model investment strategies managed by MPPL. Available investment strategies typically include individual stock portfolios, strategic and tactical allocations across assets classes, cash management strategies, bond ladders to build income funnels, and fixed income investments including individual bonds. MPPL may also offer complex investment strategies that utilize options or other derivatives, various alternative investment products, dynamic trading based on technical and quantitative factors, custom direct indexing and tax loss harvesting, or other complex investment strategies. MPPL may also employ other customized strategies for a client as needed. Investment strategies are typically managed to a target allocation across client accounts. The timing of entry and account cash flows may result in variations in allocations and performance between accounts employing the same strategy. Page 11 Part 2A of Form ADV: MPPL Financial Brochure  MPPL is continually researching, modifying, and developing new strategies. Please check with an MPPL Advisor to learn more about currently available strategies. Investment strategy fact sheets are available upon request. Typical Investments: To reduce fees and expenses and control tax liability, MPPL prefers to use individual stocks, individual bonds, and low-cost Exchange Traded Funds (ETFs). MPPL may utilize mutual funds, business development companies, interval funds, or other investment products as appropriate while balancing investment goals with fees and expenses. MPPL may also utilize options, futures, or other derivatives in certain strategies, or when pre-approved by the client. Mutual Funds and Exchange-Traded Funds, Individual Securities, Third-Party Separate Account Managers MPPL may recommend ”institutional share class” mutual funds, exchange-traded funds (“ETFs”), and individual securities (including fixed income instruments). MPPL may also assist the client in selecting one or more appropriate manager(s) for all or a portion of the client’s portfolio. Such managers will typically manage assets for clients who commit to the manager a minimum amount of assets established by that manager—a factor that MPPL will take into account when recommending managers to clients. MPPL's selection process cannot ensure that money managers will perform as desired, and MPPL will have no control over the day-to-day operations of any of its selected money managers. MPPL would not necessarily be aware of certain activities at the underlying money manager level, including without limitation a money manager's engaging in unreported risks, investment “style drift,” or even regulatory breaches or fraud. A description of the criteria to be used in formulating an investment recommendation for mutual funds, ETFs, individual securities (including fixed-income securities), and managers is set forth below. MPPL has formed relationships with third-party vendors that ▪ provide a technological platform for separate account management ▪ prepare performance reports ▪ perform or distribute research of individual securities ▪ perform billing and certain other administrative tasks MPPL may utilize additional independent third parties to assist it in recommending and monitoring individual securities, mutual funds, and managers to clients as appropriate under the circumstances. MPPL reviews certain quantitative and qualitative criteria related to mutual funds and managers and to formulate investment recommendations to its clients. Quantitative criteria may include ▪ the performance history of a fund or manager evaluated against that of its peers and other benchmarks ▪ an analysis of risk-adjusted returns ▪ an analysis of the manager’s contribution to the investment return (e.g., manager’s alpha), standard deviation of returns over specific time periods, sector and style analysis ▪ the fund, sub-adviser, or manager’s fee structure ▪ the relevant fund portfolio manager’s tenure Qualitative criteria used in selecting/recommending funds or managers include the investment objectives and/or management style and philosophy of a fund or manager; a fund or manager’s consistency of investment style; and employee turnover and efficiency and capacity. Quantitative and qualitative criteria related to funds and managers are reviewed by MPPL on a quarterly basis or such other interval as appropriate under the circumstances. In addition, funds or managers are reviewed to determine the extent to which their investments reflect any of the following: efforts to time the market, engage in portfolio pumping, or evidence style drift such that their portfolios no longer Page 12 Part 2A of Form ADV: MPPL Financial Brochure  accurately reflect the particular asset category attributed to the fund or manager by MPPL (which are negative factors in implementing an asset allocation structure). MPPL may negotiate reduced account minimum balances and reduced fees with managers under various circumstances (e.g., for clients with minimum level of assets committed to the manager for specific periods of time, etc.). There can be no assurance that clients will receive any reduced account minimum balances or fees, or that all clients, even if apparently similarly situated, will receive any reduced account minimum balances or fees available to some other clients. Also, account minimum balances and fees may significantly differ between clients/funds. Each client’s individual needs and circumstances will determine portfolio weighting, which can have an impact on fees given the funds or managers utilized. MPPL will endeavor to obtain equal treatment for its clients with funds or managers, but cannot assure equal treatment. MPPL will regularly review the activities of funds and managers utilized for the client. Clients that engage managers or who invest in funds should first review and understand the disclosure documents of those managers or funds, which contain information relevant to such retention or investment, including information on the methodology used to analyze securities, investment strategies, fees and conflicts of interest. Material Risks of Investment Instruments MPPL typically invests in individual equity and fixed income securities, mutual funds, and exchange-traded funds; however, the firm may recommend or utilize corporate debt instruments, municipal fixed income instruments, and government securities including asset-backed securities, as detailed below: ▪ Equity securities ▪ Mutual fund securities ▪ Exchange-traded funds ▪ Fixed income securities ▪ Municipal securities ▪ U.S. government securities ▪ Corporate debt obligations ▪ Fixed annuities ▪ Fixed equity indexed annuities ▪ Variable Annuities ▪ Non-Traded Real Estate Investment Trusts (“REITs”) Equity Securities Investing in individual companies involves inherent risk. The major risks relate to the company’s capitalization, quality of the company’s management, quality and cost of the company’s services, the company’s ability to manage costs, efficiencies in the manufacturing or service delivery process, management of litigation risk, and the company’s ability to create shareholder value (i.e., increase the value of the company’s stock price). Foreign securities, in addition to the general risks of equity securities, have geopolitical risk, financial transparency risk, currency risk, regulatory risk, and liquidity risk. Mutual Fund Securities Investing in mutual funds carries inherent risk. The major risks of investing in a mutual fund include the quality and experience of the portfolio management team and its ability to create fund value by investing in securities that have positive growth, the amount of individual company diversification, the type and amount of industry diversification, and the type and amount of sector diversification within Page 13 Part 2A of Form ADV: MPPL Financial Brochure  specific industries. In addition, mutual funds tend to be tax inefficient and therefore investors may pay capital gains taxes on fund investments while not having yet sold the fund. Exchange-Traded Funds (“ETFs”) ETFs are investment companies whose shares are bought and sold on a securities exchange. An ETF holds a portfolio of securities designed to track a particular market segment or index. Some examples of ETFs are SPDRs®, StreetTRACKS®, DIAMONDSSM, NASDAQ 100 Index Tracking StockSM (“QQQs SM”), iShares®, and VIPERs®. The funds could purchase an ETF to gain exposure to a portion of the U.S. or foreign market. The funds, as a shareholder of another investment company, will bear their pro rata portion of the other investment company’s advisory fee and other expenses, in addition to their own expenses. Investing in ETFs involves risk. Specifically, ETFs, depending on the underlying portfolio and its size, can have wide price (bid and ask) spreads, thus diluting or negating any upward price movement of the ETF or enhancing any downward price movement. Also, ETFs require more frequent portfolio reporting by regulators and are thereby more susceptible to actions by hedge funds that could have a negative impact on the price of the ETF. Certain ETFs may employ leverage, which creates additional volatility and price risk depending on the amount of leverage utilized, the collateral, and the liquidity of the supporting collateral. Further, the use of leverage (i.e., employing the use of margin) generally results in additional interest costs to the ETF. Certain ETFs are highly leveraged and therefore have additional volatility and liquidity risk. Volatility and liquidity can severely and negatively impact the price of the ETF’s underlying portfolio securities, thereby causing significant price fluctuations of the ETF. Fixed Income Securities Fixed income securities carry additional risks than those of equity securities described above. These risks include the company’s ability to retire its debt at maturity, the current interest rate environment, the coupon interest rate promised to bondholders, legal constraints, jurisdictional risk (U.S or foreign) and currency risk. If bonds have maturities of ten years or greater, they will likely have greater price swings when interest rates move up or down. The shorter the maturity the less volatile the price swings. Foreign bonds have liquidity and currency risk. Municipal Securities Municipal securities carry additional risks than those of corporate and bank-sponsored debt securities described above. These risks include the municipality’s ability to raise additional tax revenue or other revenue (in the event the bonds are revenue bonds) to pay interest on its debt and to retire its debt at maturity. Municipal bonds are generally tax-free at the federal level, but may be taxable in individual states other than the state in which both the investor and municipal issuer is domiciled. U.S. Government Securities U.S. government securities include securities issued by the U.S. Treasury and by U.S. government agencies and instrumentalities. U.S. government securities may be supported by the full faith and credit of the United States. Corporate Debt Obligations Corporate debt obligations include corporate bonds, debentures, notes, commercial paper, and other similar corporate debt instruments. Companies use these instruments to borrow money from investors. The issuer pays the investor a fixed or variable rate of interest and must repay the amount borrowed at maturity. Commercial paper (short-term unsecured promissory notes) is issued by companies to finance their current obligations and normally has a maturity of less than nine months. In addition, MPPL may Page 14 Part 2A of Form ADV: MPPL Financial Brochure  invest in corporate debt securities registered and sold in the United States by foreign issuers (Yankee bonds) and those sold outside the U.S. by foreign or U.S. issuers (Eurobonds). Fixed Annuities A fixed annuity is a contract between an insurance company and a customer, typically called the annuitant. There are two primary types of fixed annuities. The first type of annuity pays a fixed interest rate for a defined period of time. After the initial time period chosen by the client, the contract can continue and usually carries a minimum interest rate that is below the introductory rate. These contracts also typically have surrender charges if the contract is surrendered prior to the defined period. The other type of annuity contract is typically referred to as a SPIA or Single Premium Immediate Annuity. This contract obligates the company to make a series of fixed annuity payments to the annuitant for the duration of the contract. The annuitant surrenders a lump sum of cash in exchange for monthly payments that are guaranteed by the insurance company. Please note the following risks: (i) Spending power risk. Social Security retirement benefits have cost-of-living adjustments; most fixed annuities do not. Consequently, the spending power provided by the monthly payment may decline significantly over the life of the annuity contract because of inflation. (ii) Death and survivorship risk. In a conventional fixed annuity, once the annuitant has turned over a lump sum premium to the insurance company, it will not be returned. The annuitant could die after receiving only a few monthly payments, but the insurance company may not be obligated to give the annuitant’s estate any of the money back. A related risk is based on the financial consequences for a surviving spouse. In a standard single-life annuity contract, a survivor receives nothing after the annuitant dies. That may put a severe dent in a spouse’s retirement income. To counteract this risk, consider a joint life annuity. (iii) Company failure risk. Private annuity contracts are not guaranteed by the FDIC, SIPC, or any other federal agency. If the insurance company that issues an annuity contract fails, no one in the federal government is obligated to protect the annuitant from financial loss. Most states have guaranty associations that provide a level of protection to citizens in that state if an insurance company also doing business in that state fails. A typical limit of state protection, if it applies at all, is $100,000. To control this risk, contact the state insurance commissioner to confirm that your state has a guaranty association and to learn the guarantee limits applicable to a fixed annuity contract. Based on that information, consider dividing fixed annuity contracts among multiple insurance companies to obtain the maximum possible protection. Also check the financial stability and credit ratings of the annuity insurance companies being considered. AM Best and Standard & Poor’s publish ratings information. Fixed Equity Indexed Annuities An equity-indexed annuity is a type of fixed annuity that is distinguished by the interest yield return being partially based on an equities index, typically the S&P 500. The returns (in the form of interest credited to the contract) can consist of a guaranteed minimum interest rate and an interest rate linked to a market index. The guaranteed minimum interest rate usually ranges from 1 to 3 percent on at least 87.5 percent of the premium paid. As long as the company offering the annuity is fiscally sound enough to meet its obligations, you will be guaranteed to receive this return no matter how the market performs. Your index-linked returns will depend on how the index performs but, generally speaking, an investor with an indexed annuity will not see his or her rate of return fully match the positive rate of return of the index to which the annuity is linked — and could be significantly less. One major reason for this is that returns are subject to contractual limitations in the form of caps and participation rates. Participation rates are the percentage of an index's returns that are credited to the annuity. For instance, if your annuity has a participation rate of 75 percent, then your index-linked returns would only amount to 75 percent of the gains associated with the index. Interest caps, meanwhile, essentially mean that during big bull markets, investors won't see their returns go sky-high. For instance, if an index rises 12 percent, but an investor's annuity has a cap of 7 percent, his or her returns will be limited to 7 percent. Some indexed annuity contracts allow the issuer to change these fees, participation rates, and caps from time to time. Investors should also be aware that trying to withdraw the principal amount from a fixed Page 15 Part 2A of Form ADV: MPPL Financial Brochure  indexed annuity during a certain period — usually within the first 9 or 10 years after the annuity was purchased — can result in fees known as surrender charges, and could also trigger tax penalties. In fact, under some contracts if withdrawals are taken amounts already credited will be forfeited. After paying surrender charges an investor could lose money by surrendering their indexed annuity too soon. Variable Annuities Variable Annuities are long-term financial products designed for retirement purposes. In essence, annuities are contractual agreements in which payment(s) are made to an insurance company, which agrees to pay out an income or a lump sum amount at a later date. There are contract limitations and fees and charges associated with annuities, administrative fees, and charges for optional benefits. They also may carry early withdrawal penalties and surrender charges, and carry additional risks such as the insurance carrier's ability to pay claims. Moreover, variable annuities carry investment risk similar to mutual funds. Investors should carefully review the terms of the variable annuity contract before investing. Non-Traded Real Estate Investment Trusts (“REITs”) A REIT is a tax designation for a corporate entity which pools capital of many investors to purchase and manage real estate. Many REITs invest in income-producing properties in the office, industrial, retail, and residential real estate sectors. REITs are granted special tax considerations which can significantly reduce or eliminate corporate income taxes. In order to qualify as a REIT and for these special tax considerations, REITs are required by law to distribute 90% of their taxable income to investors. REITs can be traded on a public exchange like a stock, or be offered as a non-traded REIT. REITs, both public exchange-traded and non-traded, are subject to risks including volatile fluctuations in real estate prices, as well as fluctuations in the costs of operating or managing investment properties, which can be substantial. Many REITs obtain management and operational services from companies and service providers which are directly or indirectly related to the sponsor of the REIT, which presents a potential conflict of interest that can impact returns on investments. Non-traded REITs include: (1) A REIT that is registered with the Securities and Exchange Commission (SEC) but is not listed on an exchange or over-the-counter market (non-exchange traded REIT); or, (2) a REIT that is sold pursuant to an exemption to registration (Private REIT). Non-traded REITs are generally blind pool investment vehicles. Blind pools are limited partnerships which do not explicitly state their future investments prior to beginning their capital-raising phase. During this period of capital-raising, non-traded REITs often pay distributions to their investors. The risks of non-traded REITs are varied and significant. Because they are not exchange-traded investments, they are often lack a developed secondary market, thus making them illiquid investments. As blind pool investment vehicles, non-traded REITs’ initial share prices are not related to the underlying value of the properties. This is because non-traded REITs begin and continue to purchase new properties as new capital is raised. Thus, one risk for non-traded REITs is the possibility that the blind pool will be unable to raise enough capital to carry out its investment plan. After the capital raising phase is complete, non-traded REIT shares are infrequently re-valued and thus may not reflect the true net asset value of the underlying real estate investments. Non-traded REITs often offer investors a redemption program where the shares can be sold back to the sponsor, however, those redemption programs are often subject to restrictions and may be suspended at the sponsor’s discretion. While non-traded REITs may pay distributions to investors at a stated target rate during the capital-raising phases, the funds used to pay such distributions may be obtained from sources other than cash flow from operations, and such financing can increase operating costs. Page 16 Part 2A of Form ADV: MPPL Financial Brochure  B. Investment Strategy and Method of Analysis Material Risks Leverage Although MPPL, as a general business practice, does not utilize leverage, there may be instances where a client will utilize leverage. In this regard please review the following: The use of leverage enhances the overall risk of investment gain and loss to the client’s investment portfolio. For example, investors are able to control $2 of a security for $1. So if the price of a security rises by $1, the investor earns a 100% return on their investment. Conversely, if the security declines by $.50, then the investor loses 50% of their investment. The use of leverage entails borrowing, which results in additional interest costs to the investor. In addition, the use of leverage enhances the price volatility of the collateral securities which can result in significant loss. Broker-dealers that carry customer accounts have a minimum equity requirement when clients utilize leverage. The minimum equity requirement is stated as a percentage of the value of the underlying collateral security with an absolute minimum dollar requirement. For example, if the price of a security declines in value to the point where the excess equity used to satisfy the minimum requirement dissipates, the broker-dealer will require the client to deposit additional collateral to the account in the form of cash or marketable securities. A deposit of securities to the account will require a larger deposit, as the security being deposited is included in the computation of the minimum equity requirement. In addition, when leverage is utilized and the client needs to satisfy a required margin deposit or withdraw cash, the client must sell a disproportionate amount of collateral securities to release enough cash to satisfy the withdrawal amount based upon similar reasoning as cited above. Regulations concerning the use of leverage are established by the Federal Reserve Board and vary if the client’s account is held at a broker-dealer versus a bank custodian. Broker-dealers and bank custodians may apply more stringent rules as they deem necessary. Short-Term Trading Although MPPL, as a general business practice, does not utilize short-term trading, there may be instances in which short-term trading may be necessary or an appropriate strategy. In this regard please read the following: There is an inherent risk for clients who trade frequently in that high-frequency trading creates substantial transaction costs that in the aggregate could negatively impact account performance. Short Selling MPPL generally does not engage in short selling but reserves the right to do so in the exercise of its sole judgment. Short selling involves the sale of a security that is borrowed rather than owned. When a short sale is effected, the investor is expecting the price of the security to decline in value so that a purchase or closeout of the short sale can be effected at a significantly lower price. The primary risks of effecting short sales is the availability to borrow the stock, the unlimited potential for loss, and the requirement to fund any difference between the short credit balance and the market value of the borrowed security. Technical Trading Models Technical trading models are mathematically driven based upon historical data and trends of domestic and foreign market trading activity, including various industry and sector trading statistics within such markets. Technical trading models, through mathematical algorithms attempt to identify when markets are likely to increase or decrease and identify appropriate entry and exit points. The primary risk of technical trading models is that historical trends and past performance cannot predict future trends and there is no assurance that the mathematical algorithms employed are designed properly, updated with new data, and can accurately predict future market, industry, and sector performance. Page 17 Part 2A of Form ADV: MPPL Financial Brochure  Option Strategies Various option strategies give the holder the right to acquire or sell underlying securities at the contract strike price up until expiration of the option. Each contract is worth 100 shares of the underlying security. Options entail greater risk but allow an investor to have market exposure to a particular security or group of securities without the capital commitment required to purchase the underlying security or groups of securities. In addition, options allow investors to hedge security positions held in the portfolio. For detailed information on the use of options and option strategies, please contact the Options Clearing Corporation for the current Options Risk Disclosure Statement. MPPL as part of its investment strategy may employ the following option strategies: ▪ Covered call writing ▪ Long call options purchases ▪ Long put options purchases Covered Call Writing Covered call writing is the sale of in-, at-, or out-of-the-money call option against a long security position held in the client portfolio. This type of transaction is used to generate income. It also serves to create downside protection in the event the security position declines in value. Income is received from the proceeds of the option sale. Such income may be reduced to the extent it is necessary to buy back the option position prior to its expiration. This strategy may involve a degree of trading velocity, transaction costs and significant losses if the underlying security has volatile price movement. Covered call strategies are generally suited for companies with little price volatility. Long Call Option Purchases Long call option purchases allow the option holder to be exposed to the general market characteristics of a security without the outlay of capital necessary to own the security. Options are wasting assets and expire (usually within nine months of issuance), and as a result can expose the investor to significant loss. Long Put Option Purchases Long put option purchases allow the option holder to sell or “put” the underlying security at the contract strike price at a future date. If the price of the underlying security declines in value, the value of the long put option increases. In this way long puts are often used to hedge a long stock position. Options are wasting assets and expire (usually within nine months of issuance), and as a result can expose the investor to significant loss. C. Concentration Risks MPPL utilizes a long-term investment strategy for clients, either through recommending a diversified portfolio of securities or by recommending a diversified suite of independent money managers to manage a variety of asset classes within the overall client portfolio. Although equity securities carry risk as described in Item 8.A. above, MPPL tries to mitigate such risk through recommending to clients diversified portfolios of securities. Although MPPL recommends portfolio diversification, there is an inherent risk for clients whose investment portfolios lack diversification—that is, they have their investment portfolios heavily weighted in one security, one industry or industry sector, one geographic location, one investment manager, one type of investment instrument (equities versus fixed income). Clients who have diversified portfolios, as a general rule, incur less volatility and therefore less fluctuation in portfolio value than those who have concentrated holdings. Concentrated holdings may offer the potential for higher gain, but also offer the potential for significant loss. Page 18 Part 2A of Form ADV: MPPL Financial Brochure  Item 9: Disciplinary Information A. Criminal or Civil Actions MPPL has nothing to disclose for this item. B. Administrative Enforcement Proceedings MPPL has nothing to disclose for this item. C. Self-Regulatory Organization Enforcement Proceedings MPPL has nothing to disclose for this item. Item 10: Other Financial Industry Activities and Affiliations A. Broker-Dealer or Representative Registration Certain shareholders, officers, employees, and registered personnel of MPPL are associated persons of APW Capital, Inc. (“APW”), a FINRA and SEC-registered broker-dealer and member of SIPC. APW is a financial services company engaged in the sale of investment products. B. Futures or Commodity Registration Neither MPPL nor its affiliates are registered as a commodity firm, futures commission merchant, commodity pool operator, or commodity trading adviser and do not have an application to register pending. C. Material Relationships Maintained by this Advisory Business and Conflicts of Interest APW Capital, Inc. Certain officers, directors, employees, and registered employees of MPPL are associated persons of APW Capital, Inc. (“APW”), a FINRA and SEC-registered broker-dealer and member of SIPC. As a result, such professionals, in their capacity as registered representatives of APW, are subject to the oversight of APW and FINRA. As such, clients of MPPL should understand that their personal and account information is available to FINRA and APW personnel in the fulfillment of their oversight obligations and duties. Further, a potential conflict of interest may be deemed to exist as a result of MPPL personnel being licensed with APW; in that regard please note the following: ▪ The recommendation of securities transactions for commission creates a conflict of interest in that MPPL and/or its advisors may be economically incented to effect securities transactions for clients; ▪ The client is under no obligation to act upon MPPL and/or its advisors’ recommendations; and ▪ If the client elects to act on any of the recommendations, the client is under no obligation to effect the transaction through APW. MPPL Insurance Certain officers, directors, employees, and registered employees of MPPL are licensed insurance agents and may offer clients fixed insurance products through MPPL Insurance, a wholly owned subsidiary of MPPL. Insurance products are provided by various wholesalers, including Crump Life Insurance Services (“Crump”), and direct to insurance companies not through Crump. Page 19 Part 2A of Form ADV: MPPL Financial Brochure  The provision of insurance services to clients represents a conflict of interest in that MPPL Insurance is under common control with MPPL, thus creating an economic incentive for MPPL to recommend insurance products through its affiliate, and conversely for MPPL Insurance professionals to recommend the advisory services of MPPL. Clients should also be aware that these insurance services may pay a commission or other compensation and incentivize our firm to recommend such insurance products to you. MPPL professionals strive to put their clients’ interests first and foremost. Other than for insurance products that require a securities license, such as variable insurance products, clients may utilize any insurance carrier or insurance agency they desire. For products requiring a securities and insurance license, clients may be limited to those insurance carriers that have a selling agreement with MPPL’s professionals’ employing broker-dealer. DAF Gives Charitable MPPL has entered into an agreement with DAF Gives Charitable and DAF Financial Inc., whereby MPPL has been granted certain ownership interests in DAF Financial Inc. DAF Financial Inc. is the sole member of DAF Gives Charitable, a donor advised fund. MPPL will offer DAF Gives Charitable as a donor advised fund option to clients and manage the cash and marketable securities held by DAF Gives Charitable on behalf of the donors. As a result, please be advised that MPPL and certain of its related persons have an economic incentive to recommend the services of DAF Gives Charitable for MPPL advisory clients. MPPL advisory clients are not required to utilize DAF Gives Charitable and may use the donor advised fund of their choice. Tax Preparation MPPL shareholder Gene Stankowski provides tax preparation services. While such services may include individuals who are employed, associated with, or clients of MPPL Financial, the tax form preparation is not intended as tax advice from MPPL but from Mr. Stankowski personally. D. Recommendation or Selection of Other Investment Advisors and Conflicts of Interest MPPL may recommend investment products in which its professionals, in their capacity as registered representatives of APW, receive compensation from a separate account manager or investment product sponsor. Should a client decide to implement any or all of the recommendations in the MPPL written financial plan, the client is under no obligation to effect any transaction(s) through a MPPL financial professional or through APW in its capacity as a broker-dealer. However, if the client elects to use a MPPL financial professional or APW, such products and services as variable annuities, variable life, mutual funds, unit investment trusts, or limited partnerships are available through APW. APW will effect securities transactions for a non-advisory client on a commission basis if requested by the client. Commissions and fees normally associated with the purchase or sale of products and services may be earned by and paid to financial professionals of APW. Financial professionals may also be licensed with other life and/or health insurance and annuity companies for non-equity-based products. It is MPPL’s policy to disclose the relationships and participation of all related parties to clients in connection with any recommendation(s) prior to effecting any transaction(s). MPPL professionals may receive commissions for products purchased. In no event, however, will MPPL professionals earn both a commission and an ongoing advisory fee for the same asset of a particular advisory client. Item 11: Code of Ethics, Participation or Interest in Client Transactions, and Personal Trading A. Code of Ethics Description In accordance with the Advisers Act, MPPL has adopted policies and procedures designed to detect and prevent insider trading. In addition, MPPL has adopted a Code of Ethics (the “Code”). Among other things, the Code includes written procedures governing the conduct of the firm's advisory and access persons. Page 20 Part 2A of Form ADV: MPPL Financial Brochure  The Code also imposes certain reporting obligations on persons subject to the Code. The Code and applicable securities transactions are monitored by the Chief Compliance Officer of the firm. MPPL will send clients a copy of its Code of Ethics upon written request. MPPL has policies and procedures in place to ensure that the interests of its clients are given preference over those of the firm, its affiliates, and its employees. For example, there are policies in place to prevent the misappropriation of material non-public information, and such other policies and procedures reasonably designed to comply with federal and state securities laws. B. Investment Recommendations Involving a Material Financial Interest and Conflicts of Interest MPPL does not engage in principal trading (i.e., the practice of selling stock to advisory clients from a firm’s inventory or buying stocks from advisory clients into a firm’s inventory). In addition, MPPL does not recommend any securities to advisory clients in which it has some proprietary or ownership interest. C. Advisory Firm Purchase or Sale of Same Securities Recommended to Clients and Conflicts of Interest MPPL, its affiliates, employees and their families, trusts, estates, charitable organizations, and retirement plans established by it may purchase or sell the same securities as are purchased or sold for clients in accordance with its Code of Ethics policies and procedures. The personal securities transactions by advisory representatives and employees may raise potential conflicts of interest when they trade in a security that is: ▪ owned by the client, or ▪ considered for purchase or sale for the client. Such conflict generally refers to the practice of front-running (trading ahead of the client), which MPPL specifically prohibits. MPPL has adopted policies and procedures that are intended to address these conflicts of interest. These policies and procedures: ▪ require our advisory representatives and employees to act in the client’s best interest ▪ prohibit fraudulent conduct in connection with the trading of securities in a client account ▪ prohibit employees from personally benefitting by causing a client to act, or fail to act in making investment decisions ▪ prohibit the firm or its employees from profiting or causing others to profit on knowledge of completed or contemplated client transactions ▪ allocate investment opportunities in a fair and equitable manner ▪ provide for the review of transactions to discover and correct any trades that result in an advisory representative or employee benefitting at the expense of a client. Advisory representatives and employees must follow MPPL’s procedures when purchasing or selling the same securities purchased or sold for the client. D. Client Securities Recommendations or Trades and Concurrent Advisory Firm Securities Transactions and Conflicts of Interest MPPL, its affiliates, employees and their families, trusts, estates, charitable organizations, and retirement plans established by it may effect securities transactions for their own accounts that differ from those recommended or effected for other of the firm’s clients. MPPL will make a reasonable attempt to trade securities in client accounts at or prior to trading the securities in its affiliate, corporate, employee, or employee-related accounts. Trades executed the same day will likely be subject to an average pricing calculation. It is the policy of MPPL to place the clients’ interests above those of the firm and its employees. Page 21 Part 2A of Form ADV: MPPL Financial Brochure  Item 12: Brokerage Practices A. Factors Used to Select Broker-Dealers for Client Transactions Custodian Recommendations MPPL advisors may recommend that clients establish brokerage accounts with Fidelity Investments or Betterment Securities (for accounts on the Betterment platform), FINRA-registered broker-dealers, members SIPC, to maintain custody of clients’ assets and to effect trades for their accounts (hereinafter collectively referred to as “custodian”). Although MPPL may recommend that clients establish brokerage accounts with the custodian, MPPL is independently owned and operated and not affiliated with the custodian. For MPPL-managed advisory accounts, the custodian generally does not charge separately for custody services but is compensated by account holders through commissions and other transaction- related or asset-based fees for securities trades that are executed through the custodian or that settle into custodian accounts. MPPL considers the financial strength, reputation, operational efficiency, cost, execution capability, level of customer service, and related factors in recommending broker-dealers or custodians to advisory clients. In certain instances and subject to approval by the firm, MPPL will recommend to clients certain broker- dealers and/or custodians based on the needs of the individual client, taking into consideration the nature of the services required, the experience of the broker-dealer or custodian, the cost and quality of the services, and the reputation of the broker-dealer or custodian. The final determination to engage a broker-dealer or custodian recommended by MPPL will be made by and in the sole discretion of the client. The client recognizes that broker-dealers and/or custodians have different cost and fee structures and trade execution capabilities. As a result, there may be disparities with respect to the cost of services and/or the transaction prices for securities transactions executed on behalf of the client. Clients are responsible for assessing the commissions and other costs charged by broker-dealers and/or custodians. How We Select Brokers/Custodians to Recommend MPPL seeks to recommend a custodian/broker who will hold client assets and execute transactions on terms that provide the most value given a particular client’s needs when compared to other available providers and their services. We consider a wide range of factors, including, among others, the following: ▪ combination of transaction execution services along with asset custody services (generally without a separate fee for custody) ▪ capability to execute, clear, and settle trades (buy and sell securities for client accounts) ▪ capabilities to facilitate transfers and payments to and from accounts (wire transfers, check requests, bill payment, etc.) ▪ breadth of investment products made available (stocks, bonds, mutual funds, exchange-traded funds (ETFs), etc.) ▪ availability of investment research and tools that assist us in making investment decisions ▪ quality of services ▪ competitiveness of the price of those services (commission rates, margin interest rates, other fees, etc.) and willingness to negotiate them ▪ reputation, financial strength, and stability of the provider ▪ their prior service to us and our other clients ▪ availability of other products and services that benefit us, as discussed below Page 22 Part 2A of Form ADV: MPPL Financial Brochure  Client’s Custody and Brokerage Costs For client accounts that the firm maintains, the custodian generally does not charge clients separately for custody services but is compensated by charging either transaction fees or custodian asset-based fees on trades that it executes or that settle into the custodian’s accounts. For some accounts, the custodian may charge a percentage of the dollar amount of assets in the account in lieu of commissions. The custodian’s commission rates and asset-based fees applicable to the firm’s client accounts were negotiated based on the firm’s commitment to maintain a certain minimum amount of client assets at the custodian. This commitment benefits the client because the overall commission rates and asset-based fees paid are lower than they would be if the firm had not made the commitment. In addition to commissions or asset-based fees, the custodian charges a flat dollar amount as a “prime broker” or “trade away” fee for each trade that the firm has executed by a different broker-dealer but where the securities bought or the funds from the securities sold are deposited (settled) into the client’s custodian account. These fees are in addition to the commissions or other compensation the client pays the executing broker-dealer. Because of this, in order to minimize the client’s trading costs, the firm has the custodian execute most trades for the account. Soft Dollar Arrangements MPPL does not utilize soft dollar arrangements. MPPL does not direct brokerage transactions to executing brokers for research and brokerage services. Institutional Trading and Custody Services The custodian provides MPPL with access to its institutional trading and custody services, which are typically not available to the custodian’s retail investors. These services generally are available to independent investment advisors on an unsolicited basis, at no charge to them so long as a certain minimum amount of the advisor’s clients’ assets are maintained in accounts at a particular custodian. The custodian’s brokerage services include the execution of securities transactions, custody, research, and access to mutual funds and other investments that are otherwise generally available only to institutional investors or would require a significantly higher minimum initial investment. Other Products and Services Custodian also makes available to MPPL other products and services that benefit MPPL but may not directly benefit its clients’ accounts. Many of these products and services may be used to service all or some substantial number of MPPL's accounts, including accounts not maintained at custodian. The custodian may also make available to MPPL software and other technology that ▪ provide access to client account data (such as trade confirmations and account statements) ▪ facilitate trade execution and allocate aggregated trade orders for multiple client accounts ▪ provide research, pricing, and other market data ▪ facilitate payment of MPPL’s fees from its clients’ accounts ▪ assist with back-office functions, recordkeeping, and client reporting The custodian also offers other services intended to help MPPL manage and further develop its business enterprise. These services may include ▪ compliance, legal, and business consulting ▪ publications and conferences on practice management and business succession ▪ access to employee benefits providers, human capital consultants, and insurance providers The custodian may also provide other benefits such as educational events or occasional business entertainment of MPPL personnel. In evaluating whether to recommend that clients custody their assets at the custodian, MPPL may take into account the availability of some of the foregoing products and services and other arrangements as part of the total mix of factors it considers, and not solely the Page 23 Part 2A of Form ADV: MPPL Financial Brochure  nature, cost or quality of custody and brokerage services provided by the custodian, which creates a conflict of interest. Independent Third Parties The custodian may make available, arrange, and/or pay third-party vendors for the types of services rendered to MPPL. The custodian may discount or waive fees it would otherwise charge for some of these services or all or a part of the fees of a third party providing these services to MPPL. Additional Compensation Received from Custodians MPPL may participate in institutional customer programs sponsored by broker-dealers or custodians. MPPL may recommend these broker-dealers or custodians to clients for custody and brokerage services. There is no direct link between MPPL’s participation in such programs and the investment advice it gives to its clients, although MPPL receives economic benefits through its participation in the programs that are typically not available to retail investors. These benefits may include the following products and services (provided without cost or at a discount): ▪ Receipt of duplicate client statements and confirmations ▪ Research-related products and tools ▪ Consulting services ▪ Access to a trading desk serving MPPL participants ▪ Access to block trading (which provides the ability to aggregate securities transactions for execution and then allocate the appropriate shares to client accounts) ▪ The ability to have advisory fees deducted directly from client accounts ▪ Access to an electronic communications network for client order entry and account information ▪ Access to mutual funds with no transaction fees and to certain institutional money managers ▪ Discounts on compliance, marketing, research, technology, and practice management products or services provided to MPPL by third-party vendors The custodian may also pay for business consulting and professional services received by MPPL’s related persons, and may pay or reimburse expenses (including client transition expenses, travel, lodging, meals and entertainment expenses for MPPL’s personnel to attend conferences). Some of the products and services made available by such custodian through its institutional customer programs may benefit MPPL but may not benefit its client accounts. These products or services may assist MPPL in managing and administering client accounts, including accounts not maintained at the custodian as applicable. Other services made available through the programs are intended to help MPPL manage and further develop its business enterprise. The benefits received by MPPL or its personnel through participation in these programs do not depend on the amount of brokerage transactions directed to the broker-dealer. MPPL also participates in similar institutional advisor programs offered by other independent broker- dealers or trust companies, and its continued participation may require MPPL to maintain a predetermined level of assets at such firms. In connection with its participation in such programs, MPPL will typically receive benefits similar to those listed above, including research, payments for business consulting and professional services received by MPPL’s related persons, and reimbursement of expenses (including travel, lodging, meals and entertainment expenses for MPPL’s personnel to attend conferences sponsored by the broker-dealer or trust company). As part of its fiduciary duties to clients, MPPL endeavors at all times to put the interests of its clients first. Clients should be aware, however, that the receipt of economic benefits by MPPL or its related persons in and of itself creates a conflict of interest and indirectly influences MPPL’s recommendation of broker-dealers for custody and brokerage services. Page 24 Part 2A of Form ADV: MPPL Financial Brochure  The Firm’s Interest in Custodian’s Services The availability of these services from the custodian benefits the firm because the firm does not have to produce or purchase them. The firm does not have to pay for the custodian’s services so long as a certain minimum of client assets is kept in accounts at the custodian. Custodian’s services give the firm an incentive to recommend that clients maintain their accounts with the custodian based on the firm’s interest in receiving the custodian’s services that benefit the firm’s business rather than based on the client’s interest in receiving the best value in custody services and the most favorable execution of client transactions. This is a conflict of interest. The firm believes, however, that the selection of the custodian as custodian and broker is in the best interest of clients. It is primarily supported by the scope, quality, and price of the custodian’s services and not the custodian’s services that benefit only the firm. Brokerage for Client Referrals MPPL does not engage in the practice of directing brokerage commissions in exchange for the referral of advisory clients. Directed Brokerage MPPL Advisors Recommendations MPPL Advisors typically recommends Fidelity or Betterment Securities as custodian for clients’ funds and securities and to execute securities transactions on its clients’ behalf. Client-Directed Brokerage Occasionally, clients may direct MPPL to use a particular broker-dealer to execute portfolio transactions for their accounts or request that certain types of securities not be purchased for their accounts. Clients who designate the use of a particular broker-dealer should be aware that they will lose any possible advantage MPPL derives from aggregating transactions. Such client trades are typically effected after the trades of clients who have not directed the use of a particular broker-dealer. MPPL loses the ability to aggregate trades with other MPPL advisory clients, potentially subjecting the client to inferior trade execution prices as well as higher commissions. B. Aggregating Securities Transactions for Client Accounts Best Execution MPPL may recommend that clients establish brokerage accounts with Fidelity or Betterment to maintain custody of clients’ assets and to effect trades for their accounts. Such accounts will be prime broker eligible so that if and when the need arises to effect securities transactions at broker-dealers ("executing brokers") other than with the client’s current custodian, such custodian will accept delivery or deliver the applicable security from/to the executing broker. Fidelity/Betterment charges a “trade away” fee which is charged against the client account for each trade away occurrence. Other custodians have their own policies concerning prime broker accounts and trade away fees. Clients are directed to consult their current custodian for their policies and fees. MPPL, pursuant to the terms of its investment advisory agreement with clients, may have discretionary authority to determine which securities are to be bought and sold, the amount of such securities, the executing broker, and the commission rates to be paid to effect such transaction. MPPL effects securities transactions directly with the clients’ custodian unless as otherwise directed by the client. MPPL recognizes that the analysis of execution quality involves a number of factors, both qualitative and quantitative. MPPL will follow a process in an attempt to ensure that it is seeking to obtain the most favorable execution under the prevailing circumstances when placing client orders. These factors include but are not limited to the following: Page 25 Part 2A of Form ADV: MPPL Financial Brochure  ▪ The financial strength, reputation and stability of the broker ▪ The efficiency with which the transaction is effected ▪ The ability to effect prompt and reliable executions at favorable prices (including the applicable dealer spread or commission, if any) ▪ The availability of the broker to stand ready to effect transactions of varying degrees of difficulty in the future ▪ The efficiency of error resolution, clearance and settlement ▪ Block trading and positioning capabilities ▪ Performance measurement ▪ Online access to computerized data regarding customer accounts ▪ Availability, comprehensiveness, and frequency of brokerage and research services ▪ Commission rates ▪ The economic benefit to the client ▪ Related matters involved in the receipt of brokerage services Consistent with its fiduciary responsibilities, MPPL seeks to ensure that clients receive best execution with respect to clients’ transactions by blocking client trades to reduce commissions and transaction costs. To the best of MPPL’s knowledge, these custodians provide high-quality execution, and MPPL’s clients do not pay higher transaction costs in return for such execution. Commission rates and securities transaction fees charged to effect such transactions are established by the client’s independent custodian and/or broker-dealer. Based upon its own knowledge of the securities industry, MPPL believes that such commission rates are competitive within the securities industry. Lower commissions or better execution may be able to be achieved elsewhere. Security Allocation Since MPPL may be managing accounts with similar investment objectives, MPPL may aggregate orders for securities for such accounts. In such event, allocation of the securities so purchased or sold, as well as expenses incurred in the transaction, is made by MPPL in the manner it considers to be the most equitable and consistent with its fiduciary obligations to such accounts. MPPL’s allocation procedures seek to allocate investment opportunities among clients in the fairest possible way, taking into account the clients’ best interests. MPPL will follow procedures to ensure that allocations do not involve a practice of favoring or discriminating against any client or group of clients. Account performance is never a factor in trade allocations. MPPL’s advice to certain clients and entities and the action of MPPL for those and other clients are frequently premised not only on the merits of a particular investment, but also on the suitability of that investment for the particular client in light of his or her applicable investment objective, guidelines, and circumstances. Thus, any action of MPPL with respect to a particular investment may, for a particular client, differ or be opposed to the recommendation, advice, or actions of MPPL to or on behalf of other clients. Order Aggregation Orders for the same security entered on behalf of more than one client will generally be aggregated (i.e., blocked or bunched) subject to the aggregation being in the best interests of all participating clients. Subsequent orders for the same security entered during the same trading day may be aggregated with any previously unfilled orders. Subsequent orders may also be aggregated with filled orders if the market price for the security has not materially changed and the aggregation does not cause any unintended duration exposure. All clients participating in each aggregated order will receive the average price and, subject to minimum ticket charges and possible step outs, pay a pro rata portion of commissions. Page 26 Part 2A of Form ADV: MPPL Financial Brochure  To minimize performance dispersion, “strategy” trades should be aggregated and average priced. However, when a trade is to be executed for an individual account and the trade is not in the best interests of other accounts, then the trade will only be performed for that account. This is true even if MPPL believes that a larger size block trade would lead to best overall price for the security being transacted. Allocation of Trades All allocations will be made prior to the close of business on the trade date. In the event an order is “partially filled,” the allocation will be made in the best interests of all the clients in the order, taking into account all relevant factors including, but not limited to, the size of each client’s allocation, clients’ liquidity needs, and previous allocations. In most cases, accounts will get a pro forma allocation based on the initial allocation. This policy also applies if an order is “over-filled.” MPPL acts in accordance with its duty to seek best price and execution and will not continue any arrangements if it determines that such arrangements are no longer in the best interest of its clients. Item 13: Review of Accounts A. Schedule for Periodic Review of Client Accounts or Financial Plans and Advisory Persons Involved When a written financial plan is presented, clients are urged to participate in a review on a periodic basis. After a financial plan is furnished to a client, no further reports are prepared unless a client is on an ongoing service or the client requests a review. If a review is warranted more frequently, such a review will be conducted. An additional fee may be charged for each review. This review may be warranted by changes in tax laws, market conditions, or personal circumstances. While an advisor may suggest a review, it will be initiated only in response to a client’s request and following disclosure of applicable fees, if any. The review by the advisor who participated in and/or presented the initial written financial plan, when possible, will usually follow the same general format as the original or may focus only on specific issues of concern to the client. Advisors must follow all guidelines and generally accepted procedures established by MPPL in developing the original plan or undertaking subsequent reviews. Clients will be offered updates of their investment portfolios as outlined in their investment advisory contract, charged at the firm’s standard hourly rates, flat fee, or as part of an ongoing investment advisory service for which a percentage of assets fee is charged. Clients’ will be given the opportunity to review their portfolios with the MPPL advisor servicing the client’s account, quarterly, semi-annually or annually depending on the terms of their investment advisory contract. B. Review of Client Accounts on Non-Periodic Basis MPPL may perform ad hoc reviews on an as-needed basis if there have been material changes in the client’s investment objectives or risk tolerance, or a material change in how the firm formulates investment advice. C. Content of Client-Provided Reports and Frequency Clients may request performance reports subject to their account(s) linked to Orion’s performance reporting system. The client’s independent qualified custodian also provides account statements directly to the client no less frequently than quarterly. The custodian’s statement is the official record of the client’s securities account and supersedes any statements or reports created on behalf of the client by MPPL. MPPL will provide financial planning clients that are contracted for ongoing service a periodic schedule update that will review the planning areas that were defined in the original planning contract. Page 27 Part 2A of Form ADV: MPPL Financial Brochure  Item 14: Client Referrals and Other Compensation A. Economic Benefits Provided to the Advisory Firm from External Sources and Conflicts of Interest Custodian Benefits MPPL receives an economic benefit from Fidelity in the form of support products and services it makes available to us and other independent investment advisors whose clients maintain their accounts at Fidelity. In addition, Fidelity has also agreed to pay for certain products and services for which MPPL would otherwise have to pay once the value of our clients’ assets in accounts at Fidelity reaches a certain amount. These products and services, how they benefit us, and the related conflicts of interest are described above in Item 12: Brokerage Practices. Expense Reimbursements Certain marketing and entertainment events hosted by Investment Advisor Representatives of MPPL, in their capacity as Registered Representatives of APW, may be reimbursed to APW by product vendors. APW reimburses the individual APW registered representative all or a portion of such reimbursement. As our professionals may be dually licensed with MPPL as an IAR and APW as a RR, such reimbursements pose a conflict of interest in that our professionals are incented to recommend such products of product sponsors offering marketing reimbursement. Please note that clients may use the product of their choice and there is no obligation to use products offered by such vendors. Although MPPL strives to place its clients’ interests first, you should be aware of this conflict of interest. A complete list of vendors offering marketing reimbursements is available upon request. B. Advisory Firm Payments for Client Referrals MPPL compensates its employees who attract additional managed assets to the firm. While this may create a conflict of interest, the firm has a fiduciary duty to act in the best interest of clients as defined in the Code of Ethics, which is further discussed in Item 11. Item 15: Custody MPPL is considered to have custody of client assets for purposes of the Advisers Act for the following reasons: ▪ The client authorizes us to instruct their custodian to deduct our advisory fees directly from the client’s account. The custodian maintains actual custody of clients’ assets. ▪ Our authority to direct client requests, utilizing standing instructions, for wire transfer of funds for first-party money movement and third-party money movement (checks and/or journals, ACH, Fed-wires). The firm has elected to meet the SEC’s seven conditions to avoid the surprise custody exam, as outlined below: 1. 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. 2. 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. 3. 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. Page 28 Part 2A of Form ADV: MPPL Financial Brochure  4. The client has the ability to terminate or change the instruction to the client’s qualified custodian. 5. 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. 6. 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. 7. The client’s qualified custodian sends the client, in writing, an initial notice confirming the instruction and an annual notice reconfirming the instruction. Clients will receive at least quarterly account statements directly from their custodian containing a description of all activity, cash balances, and portfolio holdings in their accounts. MPPL urges its clients to compare the account balance(s) shown on their MPPL account statements to the quarter-end balance(s) on their custodian's monthly statement. The custodian’s statement is the official record of the account. Item 16: Investment Discretion Clients may grant a limited power of attorney to MPPL with respect to trading activity in their accounts by signing the appropriate custodian limited power of attorney form. In those cases, MPPL will exercise full discretion as to which securities are to be bought and sold, the amount of securities for such transactions, the executing broker to be used, and the amount of commissions to be paid. Investment limitations may be designated by the client as outlined in the investment advisory agreement. In addition, subject to the terms of its investment advisory agreement, MPPL may be granted discretionary authority for the retention of independent third-party investment management firms. Investment limitations may be designated by the client as outlined in the investment advisory agreement. Please see the applicable third-party manager’s disclosure brochure for detailed information relating to discretionary authority. Item 17: Voting Client Securities Other than for accounts managed by third-party managers or accounts where the client directs the trading, MPPL will vote proxies for clients utilizing the Broadridge proxy voting platform. MPPL owes certain fiduciary duties with respect to the voting of proxies. These fiduciary duties include (i) the duty of care which is required to monitor corporate events and to vote the proxies, and (ii) the duty of loyalty which is required to vote proxies in a manner consistent with the best interests of the client and to put the client's interests before its own interests. In keeping with its fiduciary duties, MPPL has adopted a Proxy Voting Policy, which sets forth policies and procedures designed to ensure that MPPL votes each client's securities in the best interests of the client. MPPL will be authorized to take action and render any advice with respect to the voting of proxies for securities held in the client’s account. The firm utilizes a third-party service provider (Broadridge) for recommendations with respect to proxy voting. Clients may contact MPPL’s Managing Member for information about how MPPL voted with respect to any of the securities held in their account. From time to time, securities held in the accounts of clients will be the subject of class action or consumer antitrust class action litigation. MPPL, in coordination with Broadridge asset recovery services, will ▪ determine if securities held by the client are subject to a pending or resolved class action or consumer antitrust class action lawsuit; ▪ evaluate a client’s eligibility to submit a claim to participate in the proceeds of a securities class action settlement or verdict; and/or ▪ initiate litigation to recover damages on behalf of clients who may have been injured as a result of actions, misconduct, or negligence by corporate management of issuers whose securities are held by clients. Page 29 Part 2A of Form ADV: MPPL Financial Brochure  Successful asset recovery by Broadridge for class action litigation results in Broadridge keeping 15% of the assets recovered. For successful asset recovery in consumer antitrust class action litigation will result in Broadridge keeping 33 1/3% of the assets recovered. Where MPPL through Broadridge receives written or electronic notice of a class action lawsuit, settlement, or verdict affecting securities owned by a client, Broadridge will forward all notices, proof of claim forms, and other materials to the client. Electronic mail is acceptable where appropriate and where the client has authorized contact in this manner. As a general rule, MPPL will vote all proxies relating to a particular proposal the same way for all client accounts holding the security in accordance with MPPL’s Proxy Voting Policy, unless a client specifically instructs in writing to vote such client's securities otherwise. When making proxy voting decisions, MPPL may seek advice or assistance from third-party consultants, such as proxy voting services or legal counsel. A copy of MPPL’s Proxy Voting Policy will be provided upon receipt of a written request. Item 18: Financial Information A. Balance Sheet MPPL does not require the prepayment of fees of $1200 or more, six months or more in advance, and as such is not required to file a balance sheet. B. Financial Conditions Reasonably Likely to Impair Advisory Firm’s Ability to Meet Commitments to Clients MPPL does not have any financial issues that would impair its ability to provide services to clients. C. Bankruptcy Petitions During the Past Ten Years There are no bankruptcy petitions to report. Page 30 Part 2A of Form ADV: MPPL Financial Brochure