Modern Financial Planning

Form ADV Part 2A – Firm Brochure 501 South Austin Avenue, Suite 1220-312 Georgetown, TX 78626 (510) 519-7009 www.ModernFP.com March 16, 2026 Item 1: Cover Page This Firm Brochure provides information about the qualifications and business practices of Modern Financial Planning, LLC (“MFP”). If you have any questions about the contents of this Brochure, please contact us at (510) 519-7009 or Mike@ModernFP.com. The information in this Brochure has not been approved or verified by the United States Securities and Exchange Commission (“SEC”) or by any state securities authority. MFP is a registered investment adviser. Registration as an investment adviser does not imply any level of skill or training. Additional information about MFP is available on the SEC’s website at www.adviserinfo.sec.gov, which can be found using the firm’s identification number 297193.  Item 2: Material Changes We initially provide you with a copy of our Firm Brochure when we enter into an advisory agreement with you. On an annual basis, we will provide you with a Summary of Material Changes within 120 days of our fiscal year end. In the alternative, we may choose to provide you with a complete copy of our Brochure. Additionally, from time to time, we may amend this Brochure to reflect changes in our business practices, changes in regulations, and routine annual updates as required by securities regulators. Either this complete Brochure or a Summary of Material Changes shall be provided to each client annually and if a material change occurs in our business practices. We will promptly update this Brochure when material changes occur. The last annual update of this Brochure was filed on February 19, 2025. Since then, we have not made any material changes. You can request a current copy of our Firm Brochure at any time without charge by contacting us at (510) 519-7009 or from our website at www.ModernFP.com. You can also obtain a copy of our current Brochure from the SEC’s website as described in Item 1 above. Item 3: Table of Contents Form ADV Part 2A – Firm Brochure .................................................................................................................... 1 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 .......................................................... 9 Item 7: Types of Clients ................................................................................................................................... 9 Item 8: Methods of Analysis, Investment Strategies, and Risk of Loss ........................................................ 9 Item 9: Disciplinary Information ................................................................................................................... 12 Item 10: Other Financial Industry Activities and Affiliations ...................................................................... 12 Item 11: Code of Ethics, Participation or Interest in Client Transactions, and Personal Trading .......... 13 Item 12: Brokerage Practices....................................................................................................................... 14 Item 13: Review of Accounts ....................................................................................................................... 15 Item 14: Client Referrals and Other Compensation.................................................................................. 16 Item 15: Custody ........................................................................................................................................... 16 Item 16: Investment Discretion .................................................................................................................... 17 Item 17: Voting Client Securities .................................................................................................................. 17 Item 18: Financial Information ..................................................................................................................... 17 2  Item 4: Advisory Business Description of Advisory Firm Modern Financial Planning, LLC (“MFP”) is a limited liability company formed under the laws of the State of California in April 2018 and became registered as an investment adviser in June 2018. Michael Troxell is the principal owner of MFP. As of December 31, 2025, MFP managed $116,000,000 in assets on a discretionary basis and $0 in assets on a non-discretionary basis. Types of Advisory Services Investment Management Services Our Investment Management Services provide continuous and ongoing management of a client’s investment portfolio, based on the client’s individual needs and investment objectives. Through personal discussions in which the client’s goals, objectives, and particular circumstances are established, we develop a personal investment policy or an investment plan with an asset allocation target. We then create and manage a portfolio based on that policy and allocation target. We may also review and discuss a client’s prior investment history, as well as family composition and background. A client’s investment portfolio includes your brokerage accounts held by a qualified custodian for which the client has appointed us as their investment adviser of record. We will provide Investment Management Services on a discretionary basis, which means we are not required to give advance notice or seek the client’s consent for any changes to the portfolio. Account supervision is guided by the stated objectives of the client (such as maximum capital appreciation, growth, income, or growth and income), as well as tax considerations. We provide Investment Management and Comprehensive Financial Planning Services for a single, combined fee. Fees pertaining to this service are outlined in Item 5 below. Comprehensive Financial Planning Services Comprehensive Financial Planning Services involve working one-on-one with MFP over an extended period of time. We will guide the client through a process to establish their goals, objectives, and values around money. The client will be required to provide information as necessary to help us analyze their financial situation and develop a financial plan specific to their needs. Once the client’s information is reviewed, their plan will be built and analyzed, and then the findings, analysis and potential changes to their current situation will be reviewed with them. We then will monitor the plan on an ongoing basis, recommend any changes, and ensure the plan is up to date. A financial plan is constantly evolving, and we treat this engagement as ongoing as we partner alongside the client for an indefinite period. Clients subscribing to this service will receive a written or an electronic report, providing them with a detailed financial plan designed to achieve their stated financial goals and objectives. As follow-up meetings are required, we will meet at the client's convenience. The plan and the client’s financial situation and goals will be monitored throughout the year, and follow-up phone calls and emails will be made to the client to confirm that any agreed upon action steps have been carried out. On an annual basis there will be a full review of the plan to ensure its accuracy and ongoing appropriateness. Any needed updates will be implemented at that time. We will provide analysis and recommendations regarding specific topics, which could include any or all of the following, depending on the client’s specific needs: 3  • Cash Flow and Debt Management: We will conduct a review of your income and expenses to determine your current surplus or deficit, along with advice on prioritizing how any surplus should be used or how to reduce expenses if they exceed your income. Advice may also be provided on which debts to pay off first based on factors such as the interest rate of the debt and any income tax ramifications. We may also recommend a cash reserve that should be considered for emergencies and other financial goals, along with a review of accounts (such as money market funds) for such reserve, plus strategies to save desired amounts. • College Savings: This analysis includes projecting the amount that will be needed to achieve college or other education funding goals, along with advice on ways for you to save the desired amount. We will recommend savings strategies and, if needed, review your financial picture as it relates to eligibility for financial aid or the best way to contribute to grandchildren (if applicable). • Employee Benefits Optimization: We will provide review and analysis as to whether you, as an employee, are taking the maximum advantage possible of your employee benefits. If you are a business owner, we will consider and/or recommend the various benefit programs that can be structured to meet both business and personal retirement goals. • Estate Planning: This review usually includes an analysis of your exposure to estate taxes and your current estate plan, which may include whether you have a will, powers of attorney, trusts and other related documents. Our advice also typically includes ways for you to minimize or avoid future estate taxes by implementing appropriate estate planning strategies, such as the use of applicable trusts. We always recommend that you consult with a qualified attorney when you initiate, update, or complete estate planning activities. We may provide you with contact information for attorneys who specialize in estate planning as needed. We may participate in meetings or phone calls between you and your attorney upon your request. • Financial Goals: We will help clients identify financial goals and develop a plan to reach them. We will identify what you plan to accomplish, what resources you will need, how much time you will need, and how much you should budget. • Insurance: We will review your existing policies to ensure proper coverage for life, health, disability, long-term care, liability, home, and automobile, as applicable. • Investment Analysis: This analysis may involve developing an asset allocation strategy to meet your financial goals and risk tolerance, providing information on investment vehicles and strategies, reviewing employee stock options, as well as assisting you in establishing your own investment account at a selected broker-dealer or custodian. The strategies and types of investments we may recommend are further discussed in Item 8 below. • Retirement Planning: This analysis includes projections for the likelihood of achieving your financial goals, typically focusing on financial independence as the primary objective. For situations where projections show less than the desired results, we may make recommendations, including those that may impact the original projections, by adjusting certain variables (such as working longer, saving more, spending less, or taking more risk with investments). If you are near retirement or already retired, advice may be given on appropriate distribution strategies to minimize the likelihood of running out of money or having to adversely alter spending during your retirement years. • Risk Management: This review includes an analysis of your exposure to major risks that could have a significant adverse impact on your financial picture, such as premature death, disability, property and casualty losses, or the need for long-term care planning. Advice may be provided on ways to 4  minimize such risks and about weighing the costs of purchasing insurance versus the benefits of doing so and, likewise, the potential cost of not purchasing insurance (that is, “self-insuring”). • Tax Planning Strategies: Advice on tax planning strategies may include ways to minimize current and future income taxes as a part of your overall financial planning picture. For example, we may make recommendations on which type of accounts or specific investments should be owned based in part on their “tax efficiency,” with consideration that there is always a possibility of future changes to federal, state, or local tax laws and rates that may impact your situation. We recommend that you consult with a qualified tax professional before initiating any tax planning strategy, and we may provide you with contact information for accountants or attorneys who specialize in this area, as needed. We will participate in meetings or phone calls between you and your tax professional upon your request. Financial planning recommendations are provided on a non-discretionary basis. This means you have the option to implement any of the recommendations we make, and you are not obligated to implement any recommendations. Unless you engage our Investment Management Services, we do not have any control over the timing or accuracy of any investment transactions executed by you. We provide Investment Management and Comprehensive Financial Planning Services for a single, combined fee. Fees pertaining to this service are outlined in Item 5 below. Project-Based Financial Planning Services We also provide Project-Based Financial Planning Services for clients seeking a financial plan or advice on specific topics, but do not require ongoing implementation support. We will guide the client through a process to establish their goals and objectives, and the client will be required to provide information as necessary to help us analyze their financial situation and develop a financial plan specific to their needs. Clients purchasing this service will receive a written or an electronic report, providing them with a detailed financial analysis designed to help achieve their stated financial goals and objectives. We will provide analysis and recommendations regarding specific topics, which could include any or all of the topics listed above. With this service, we do not provide ongoing review or updates to the financial plan, unless the client engages us for an additional fee. Financial planning recommendations are provided on a non-discretionary basis. This means you have the option to implement any of the recommendations we make, and you are not obligated to implement any recommendations. Unless you engage our Investment Management Services, we do not have any control over the timing or accuracy of any investment transactions executed by you. Client-Tailored Services We offer the same suite of services to all of our clients. However, specific client recommendations and their implementation are dependent upon the client’s specific investment strategy or financial plan. We will conduct an initial interview and data gathering process to determine each client’s financial situation and objectives and will use the information obtained to construct a specific strategy or plan based on their individual needs. We base your investment strategy or financial plan on the information you provide to us. Inaccurate or incomplete information could result in an inappropriate strategy or plan. To create a strategy or plan, we must make certain assumptions with respect to interest and inflation rates, past trends, and future projections of the performance of the market and economy. Past performance is no indication of future performance, and we cannot offer any guarantees or promises that your goals and objectives will be met. Changes to your personal financial circumstances, goals, or objectives could cause your strategy 5  or plan to become inaccurate and out of date. We recommend you notify us promptly of any changes so your investment portfolio or financial plan can be updated. We will contact or attempt to contact you annually to confirm if there have been any changes in your financial situation or investment objectives or determine if you wish to impose or modify account restrictions. Because our advisory services are based on your specific financial circumstances, you are urged to promptly notify us any time you experience changes to your circumstances, so we can determine if any changes to your investment strategy or our recommendations are necessary. Types of Investments We generally employ long-term buy-and-hold passive investment strategies, and we do not engage in market timing. We typically recommend mutual funds, exchange-traded funds, stocks, and bonds for our clients’ investment portfolios, but could also recommend other types of investments when appropriate based on a client’s circumstances. See Item 8 below for additional information on our portfolio management practices. Clients may impose reasonable restrictions on investing in certain securities, types of securities, or industry sectors. We will make a reasonable attempt to honor any restrictions you request, but in the case of pooled investment vehicles, such as mutual funds or exchange-traded funds where underlying holdings change frequently, we cannot guarantee restrictions will always be enforced. Wrap Fee Programs We do not participate in wrap fee programs. Item 5: Fees and Compensation Advisory Fees How we are paid depends on the type of advisory service we provide. Please review the fee and compensation information below. Fees may be negotiable in certain cases based on factors such as the complexity of your financial situation or total assets under management. Complexity considers various factors of the client’s financial circumstances, such as income, assets, liabilities, marital and family status, employment status, and number of financial areas that need to be addressed. In addition, we reserve the right to offer fee waivers or discounts at our sole discretion. Therefore, some clients could pay different fees than the fee schedules shown below. Your exact fee and other terms will be outlined in your advisory agreement. Investment Management Services For Investment Management Services, our standard advisory fee is based on the market value of the assets under management as of the last day of the calendar quarter, paid in arrears on a quarterly basis. Accounts initiated or terminated during a calendar quarter will be charged a prorated fee based on the amount of time remaining in the billing period. The fee calculated as follows: Account Value First $500,000 Next $500,000 Next $1,000,000 Next $1,000,000 Assets Above $3,000,000 Annual Advisory Fee 1.20% 0.90% 0.80% 0.70% 0.35% 6  This is a blended tier fee schedule, which means that different fees are applied to the predefined levels of assets as shown in the above chart, resulting in a combined weighted fee. For example, an account valued at $3,000,000 would pay a fee equal to 0.85% of assets under management with the annual fee being $25,500. The quarterly fee is determined by the following calculation: ($500,000 x 1.20%) + ($500,000 x 0.90%) + ($1,000,000 x 0.80%) + ($1,000,000 x 0.70) ÷ 4 = $6,375. No increase in the annual fee shall be effective without consent from the client by signing a new advisory agreement or amendment to their current agreement. Fees for this service are typically directly debited from the client’s accounts, or the client may choose to pay by electronic funds transfer or check. When we directly debit our fee, the fee will be deducted from your brokerage account and paid to us by the qualified custodian that holds your account. You will authorize the custodian to deduct fees from your account and pay them to us. However, the custodian does not verify the accuracy of the fees deducted. If you have any questions or concerns about fees deducted from your account, you are urged to contact us immediately. Fees are calculated on the fair market value of your investment portfolio as of the last day of the calendar quarter. Because this service is provided on a discretionary basis, the fee is calculated on all assets held in your account, including cash and cash equivalents. Your portfolio will typically hold investment options that are regularly traded on an open exchange with an observable market value, which is used to calculate our fee. The custodian provides the valuation of these securities. In the rare event your portfolio includes a holding which does not have an observable market value, we will use accepted industry methods for determining a fair market value for such a holding. If you dispute our fair market valuation analysis, you can provide us with additional information to substantiate a different fair market value. Investment Management Services may be terminated with written notice at least 30 calendar days in advance. Your final fee will be prorated based on the number of days services are provided during the final billing period, up to and including the termination date, and will be calculated on the amount of assets under management on the termination date. Since fees are paid in arrears, no refund will be needed upon termination. We provide Investment Management and Comprehensive Financial Planning Services for a single, combined fee. Generally, clients with less than $500,000 in assets under management are charged our Comprehensive Financial Planning Services fee, as outlined below, and receive Investment Management Services at no additional cost. This is unless an exception is made where only the Investment Management Services fee would apply and the Comprehensive Financial Planning Services fee would be waived. Clients with $500,000 or more in assets under management are charged according to our Investment Management Services fee schedule, and Comprehensive Financial Planning Services are included at no additional cost. As a client’s assets grow, once the $500,000 threshold is met, the fee structure will transition to the Investment Management Services fee schedule. The applicable fee arrangement will be disclosed and agreed upon in an updated advisory agreement or an amendment to the agreement. Comprehensive Financial Planning Services The fees for our Comprehensive Financial Planning Services consist of an upfront charge, typically ranging from $500 to $2000, and an ongoing fee, typically ranging from $500 to $700 per month or $1,500 to $2,100 per quarter, paid in arrears. The fees are based on the complexity and needs of the client. The upfront portion of the fee is for client onboarding, data gathering, and setting the basis for the financial plan. This work will commence immediately after the fee is paid and will typically be completed within the first 90 days of engagement. Therefore, the upfront portion of the fee will not be 7  paid more than six months in advance. Your specific fee will be discussed with you prior to engagement and will be set forth in the advisory agreement you sign. Fees for this service may be paid by electronic funds transfer or check. Comprehensive Financial Planning Services may be terminated with written notice at least 30 calendar days in advance. Your final fee will be prorated based on the number of days services are provided during the final billing period, up to and including the termination date, and any unearned fees will be refunded. We provide Investment Management and Comprehensive Financial Planning Services for a single, combined fee. Generally, clients with less than $500,000 in assets under management are charged our Comprehensive Financial Planning Services fee, as outlined above, and receive Investment Management Services at no additional cost. This is unless an exception is made where only the Investment Management Services fee would apply and the Comprehensive Financial Planning Services fee would be waived. Clients with $500,000 or more in assets under management are charged according to our Investment Management Services fee schedule, and Comprehensive Financial Planning Services are included at no additional cost. As a client’s assets grow, once the $500,000 threshold is met, the fee structure will transition to the Investment Management Services fee schedule. The applicable fee arrangement will be disclosed and agreed upon an updated advisory agreement or in an amendment to the agreement. Project-Based Financial Planning Services Our Project-Based Financial Planning Services may be offered on either a fixed fee basis or an hourly basis, as described below: • Fixed Fee: The fixed fee will be agreed upon before the start of any work and will be set forth in the advisory agreement you sign. The fee typically ranges between $500 and $8,000, depending on the complexity and scope of the engagement. If a fixed fee program is chosen, half of the fee is due at the beginning of the engagement and the remainder is due at completion of work. However, we will not bill an amount above $1,200 more than six months in advance. • Hourly fee. The rate for hourly services is $400 per hour, billed in 15-minute increments and due upon completion of the project. Fees for this service may be paid by electronic funds transfer or check. Typically, Projected-Based Financial Planning Services will automatically terminate upon completion of the engagement. However, services may be terminated early upon written notice. For fixed fee engagements, your final fee will be prorated based on the percentage of work completed prior to termination. For hourly engagements, your final fee will be based on the actual hours of work completed prior to termination. Any unearned fees will be refunded to the client, as applicable. Other Types of Fees and Expenses Our fees are exclusive of brokerage commissions, transaction fees, and other related costs and expenses. Clients may incur certain charges imposed by custodians, brokers, and other third-parties, such as custodial fees, deferred sales charges, odd-lot differentials, transfer taxes, wire and electronic fund transfer fees, and other fees and taxes on brokerage accounts and securities transactions. Mutual funds and exchange-traded funds also charge internal management fees, which are disclosed in a fund’s prospectus. Such charges are exclusive of and in addition to our fee, and we do not receive any portion of these commissions, fees, and costs. 8  Item 12 below further describes the factors we consider in selecting or recommending broker-dealers for clients’ transactions and determining the reasonableness of their compensation (such as commissions). We do not accept compensation for the sale of securities or other investment products, including asset- based sales charges or service fees from the sale of mutual funds. Item 6: Performance-Based Fees and Side-By-Side Management We do not charge performance-based fees, which are fees based on a share of capital gains in a client’s account. In addition, we do not perform side-by-side management, which refers to the practice of simultaneously managing accounts that pay performance-based fees and those that do not. Item 7: Types of Clients We generally provide our Investment Management and Financial Planning Services to individuals (including high net worth individuals). We do not require a minimum amount of investable assets to receive our services. Item 8: Methods of Analysis, Investment Strategies, and Risk of Loss Methods of Analysis Modern Portfolio Theory Our primary method of investment analysis is Modern Portfolio Theory (“MPT”). The underlying principles of MPT are: • Investors are risk averse. The only acceptable risk is that which is adequately compensated by an expected return. Risk and investment return are related and an increase in risk requires an increased expected return. • Markets are efficient. The same market information is available to all investors at the same time. The market prices every security fairly based upon this equal availability of information. • The design of the portfolio as a whole is more important than the selection of any particular security. The appropriate allocation of capital among asset classes will have far more influence on long- term portfolio performance than the selection of individual securities. • Investing for the long-term (preferably longer than ten years) becomes critical to investment success because it allows the long-term characteristics of the asset classes to surface. • Increasing diversification of the portfolio with lower correlated asset class positions can decrease portfolio risk. Correlation is the statistical term for the extent to which two asset classes move in tandem or opposition to one another. Investment Strategies Asset Allocation Asset allocation is a strategy to help mitigate risk. In the portfolio construction process, we focus on distributing investments across various asset classes (such as equities, fixed income, and cash), sectors, and industries to balance risk and return. Asset allocation seeks to optimize portfolio performance by combining assets with different risk and return characteristics, reducing the impact of market volatility. 9  We employ both strategic and tactical asset allocation approaches. Through strategic asset allocation, we construct our long-term target weights for asset allocations on the client’s time horizon, risk tolerance, and required rate of return to meet their financial goals. Through tactical asset allocation approaches, we may deviate from target long-term weights established according to our strategic asset allocation approach within tolerance ranges based on our return expectations for asset classes at a given point in the market cycle. While asset allocation helps balance risk and return, it does not guarantee protection against market downturns, and an improper allocation may lead to underperformance relative to a client’s goals. Passive Investment Management Passive investment management involves building portfolios that are composed of various distinct asset classes. The asset classes are weighted in a manner to achieve a desired relationship between correlation, risk, and return. Funds that passively capture the returns of the desired asset classes are placed in the portfolio, typically index mutual funds or exchange-traded funds. Passive investing is characterized by low portfolio expenses (that is, the funds inside the portfolio have low internal costs), minimal trading costs (due to infrequent trading activity), and relative tax efficiency (because the funds inside the portfolio are tax efficient and turnover inside the portfolio is minimal). Risks of passive investing include limited responsiveness to short-term market fluctuations or economic shifts, potential underperformance relative to actively managed strategies in certain market conditions, and exposure to broad market declines that affect entire asset classes. indicates most active In contrast, active investment management involves the employment of some method, strategy, or technique to construct a portfolio that is intended to generate returns that are greater than the broader investment market or a designated benchmark. Academic research management underperform the market. Additionally, risks of active investing include higher costs due to more frequent trading and management fees and greater tax inefficiency. Risk of Loss All investments involve risk and may result in a loss of your original investment, which you should be prepared to bear. While there is risk in all investments, some carry a greater degree of risk or higher costs. There is no guarantee your investment strategy will result in your goals being met, nor is there any guarantee of profit or protection from loss. Where applicable, we encourage you to read the fund prospectus or other investment offering documents to fully understand the risks associated with each investment. General Risks General risks associated with investing include, but are not limited to the following: • Market Risk: Market risk involves the possibility that an investment’s current market value will fall because of a general market decline, reducing the value of the investment, regardless of the operational success of the issuer’s operations or financial condition. • Catastrophic Events Risk: In addition to general market risks, investments may be subject to the risk of loss arising from direct or indirect exposure to a number of types of catastrophic events, such as global pandemics, natural disasters, acts of terrorism, cyber-attacks, or network outages. The extent and impact of any such event on investment strategies will depend on many factors, including the duration and scope of the event, the extent of any governmental restrictions, the effect on the supply chain, overall consumer confidence, and the extent of the disruption to global and domestic markets. 10  • Geopolitical Risk: This is the risk of financial and market loss because of political decisions or disruptions in a particular country or region. • Inflation Risk: Inflation may erode the buying power of your investment portfolio, even if the dollar value of your investments remains the same. • Interest Rate Risk: Bond (fixed income) prices generally fall when interest rates rise, and the value may fall below par value or the principal investment. The opposite is also generally true, and bond prices generally rise when interest rates fall. In general, fixed income securities with longer maturities are more sensitive to these price changes. Most other investments are also sensitive to the level and direction of interest rates. • Legal or Legislative Risk: Legislative changes or court rulings may impact the value of investments or the securities’ claim on the issuer’s assets and finances. • Small and Medium Cap Company Risk: Market capitalization (“cap”) is the total value of a company’s outstanding shares of stock, which is used to determine a company’s size and overall value in the stock market. Securities of companies with small and medium market cap are often more volatile and less liquid than investments in larger companies. Small and medium cap companies may face a greater risk of business failure, which could increase the volatility of an investment portfolio. Strategy Risk: Investment strategies or techniques may not work as intended. • Investment-Specific Risks Apart from the general risks outlined above, which apply to all types of investments, specific securities may have other risks, such as the following: • Bank Obligations: Bank obligations, including bonds and certificates of deposit, may be vulnerable to setbacks or panics in the banking industry. Banks and other financial institutions are greatly affected by interest rates and may be adversely affected by downturns in domestic and foreign economies or changes in banking regulations. • Corporate Bonds: Corporate bonds are a way for companies to borrow money from investors. When you buy a corporate bond, the company agrees to pay you interest regularly and return the borrowed amount either in installments or all at once when the bond matures. Some bonds, like zero-coupon bonds, do not pay interest over time. Instead, they are sold at a lower price than their face value, and their value gradually increases until they reach full value at maturity. The price of bonds can change based on factors like interest rates, the company’s financial health, and how long until the bond matures. Generally, bond prices go down when interest rates go up and rise when interest rates fall. Bonds with longer periods until maturity are more sensitive to changes in interest rates. • Exchange-Traded Funds: Exchange-traded funds (“ETFs”) are investment funds that hold a mix of securities, like stocks or bonds, to mirror the performance of a specific market index or commodity. They can track things like stock indexes, industries, bonds, or precious metals. Some ETFs simply follow an index, while others are actively managed. While many ETFs are straightforward, some use complex strategies that may be harder to understand. The value of ETFs may fluctuate based on market conditions, and they are subject to the same risks as the assets they track, such as market volatility or interest rate changes. Some ETFs may have low trading volume, making them harder to buy or sell shares at a desirable price. 11  • Index Funds: Index funds are investment funds that aim to copy the performance of a specific market index, such as the S&P 500. Instead of being actively managed, they simply follow the index, which helps keep fees and taxes lower. They aim to match, not beat, the index they track. Because of fund fees and the challenge of perfectly mirroring an index, returns may be slightly lower than the actual index, a difference called “tracking error.” Additionally, while many index funds track well-known indexes, there are thousands of options, and choosing the right one depends on a client’s risk tolerance and goals. Like all investments, index funds are subject to market fluctuations, meaning their value can rise and fall with the overall market. • Municipal Bonds: Municipal bonds are debt obligations generally issued to obtain funds for various public purposes, including the construction of public facilities. Municipal bonds pay a lower rate of return than most other types of bonds. However, because of a municipal bond’s tax-favored status, investors should compare the relative after-tax return to the after-tax return of other bonds, depending on an investor’s tax bracket. Investing in municipal bonds carries the same general risks as investing in fixed income securities in general. Those risks include interest rate, reinvestment, inflation, credit, liquidity, and valuation risk. • Mutual Funds: Mutual funds are pooled investment vehicles, including money market instruments, stocks, bonds, or other investments. Professional money managers research, select, and monitor the performance of the securities the fund purchases. It is easier to achieve diversification through ownership of mutual funds than through ownership of individual stocks or bonds. Even with no-load or load-waived funds, there are mutual fund expenses paid to the fund company. Investors could have to pay taxes on capital gains distributions received by the fund but not distributed to the investor. Mutual funds are subject to market risk, meaning their value can rise or fall based on overall market conditions. • Stocks: Stock represents ownership of a company. If the company prospers and grows, the value of the stock should increase. Even if a company is profitable, the stock prices are subject to market risk, which is attributable to investor attitudes. Stock ownership in more established companies is more conservative, while younger companies provide the most risk and reward opportunities. Item 9: Disciplinary Information As a registered investment adviser, MFP is required to disclose material facts about any legal or disciplinary event that could be material to a client’s or prospective client’s evaluation of the integrity of our management personnel. We do not have any legal or disciplinary events regarding our firm or our management personnel to disclose. Item 10: Other Financial Industry Activities and Affiliations Neither MFP nor any of our management personnel are registered, or have an application pending to register, as a broker-dealer or a registered representative of a broker-dealer. In addition, neither MFP nor any of our management personnel are registered, or have an application pending to register, as a futures commission merchant, commodity pool operator, commodity trading advisor, or associated person of the foregoing entities. Based on the services a client needs, we could recommend that clients use an unaffiliated registered broker-dealer as the qualified custodian and broker for their accounts. We have established a relationship with a custodian to help facilitate our management of client accounts. Further information regarding this custodial relationship is provided in Item 12 below. 12  MFP does not have any related parties. MFP only receives compensation directly from clients for advisory services. We do not receive compensation from any outside source. We do not recommend or select other investment advisers for client accounts. Michael Troxell, principal owner of MFP, currently provides tax preparation services as a sole proprietor. Clients of MFP can engage Michael for tax preparation services, but they are not required to do so. Michael does not have signatory authority on behalf of any clients. Other than the items disclosed above, we do not engage in any relationship or arrangement with financial services entities that create any material conflicts of interest between us and our clients. Item 11: Code of Ethics, Participation or Interest in Client Transactions, and Personal Trading Code of Ethics As a fiduciary, our firm and our supervised persons have a duty of utmost good faith to act solely in the best interests of each client, which includes, but is not limited to, a duty of care, loyalty, obedience, and utmost good faith. Our clients entrust us with their funds and personal information, which in turn places a high standard on our conduct and integrity. We have adopted a formal Code of Ethics to govern our business practices. We will provide a copy of our Code of Ethics to any client or prospective client upon request. All supervised persons are required to acknowledge their responsibilities under the Code of Ethics and to agree to adhere to all provisions. Our fiduciary duty is a core aspect of our Code of Ethics and represents the expected basis of all of our dealings. The Code of Ethics includes policies regarding standards of professional conduct, conflicts of interest, insider trading, and personal security trading. The firm also accepts the obligation not only to comply with the mandates and requirements of all applicable laws and regulations, but also to act in an ethical and professionally responsible manner in all professional services and activities. Participation or Interest in Client Transactions Neither our firm, our supervised persons, nor any related person is authorized to recommend to a client, or effect a transaction for a client, involving any security in which our firm or a related person has a material financial interest, such as in the capacity as an underwriter or adviser to the issuer. We do not manage any proprietary funds or private investments, and we do not engage in principal transactions or agency cross transactions. Personal Trading Our firm and supervised persons may buy or sell securities the same as, similar to, or different from those we recommend to clients for their accounts. Such transactions could be executed at or around the same time as client transactions. When trade orders are aggregated, securities transactions on behalf of our firm and supervised persons may be executed simultaneously with client transactions when participating in an aggregated trade. See Item 12 below for more information on our order aggregation practices. Investing in securities in which clients also invests presents a potential conflict of interest. In an effort to reduce or eliminate certain conflicts of interest involving the firm or personal trading, our Code of Ethics requires our firm and supervised persons to place client interests ahead of their own in all investment decisions and prohibits trading in a manner that disadvantages clients. We may also restrict or prohibit supervised persons’ transactions in specific reportable securities transactions. Any 13  exceptions or trading pre-clearance must be approved by the Chief Compliance Officer in advance of the transaction in an account, and we maintain the required personal securities transactions and holdings records per regulations. Item 12: Brokerage Practices Selecting Custodians or Broker-Dealers MFP is not affiliated with any broker-dealers. Specific custodian recommendations are made to clients based on their need for such services. We recommend custodians based on the reputation of and services provided by the firm. We recognize our obligation to seek best execution for our clients. However, it is our belief that the determinative factor is not always the lowest possible cost, but whether the selected custodian’s transactions represent the best qualitative execution while taking into consideration the full range of services provided. Therefore, our firm will seek services involving competitive rates, but they will not necessarily correlate into the lowest possible rate for each transaction. We have determined trading our clients’ accounts through a preferred custodian is consistent with our firm’s obligation to seek best execution of client trades. We regularly review and consider the overall quality and price of the services received from our preferred custodians in light of our duty to seek best execution. Custodian We Use For accounts managed under our Investment Management Services, we have established a relationship with Charles Schwab & Co., Inc. (“Schwab”), a registered broker-dealer and member of the Financial Industry Regulatory Authority (“FINRA”) and the Securities Investor Protection Corporation (“SIPC”), to help facilitate our management of client accounts. Schwab will hold your assets in a separate brokerage account and will buy and sell securities when we or you instruct them. Although we recommend you clients use Schwab, clients have the discretion whether to do so and will open their account directly with them by entering into account agreement. We do not open accounts for clients, although we can assist in doing so. If clients do not wish to place their assets with Schwab, we cannot manage their accounts on a discretionary basis. Research and Other Soft-Dollar Benefits Through our participation in the adviser program offered by Schwab, we receive various benefits, which might not be available to retail clients. These benefits include the following products and services, provided without cost or at a discount: receipt of duplicate client statements and trade confirmations; research-related products and tools; consulting on technology, compliance, or other business matters; access to certain investment options; execution of securities transactions; custodial services; access to an electronic trading platform, including access to aggregated block trading; the ability to deduct our advisory fees from client accounts; access to client account information; access to software, pricing and market data, industry publications, technology, and practice management products or services; and attendance at educational conferences and events. Some of these products and services may benefit clients directly, while others may benefit us by assisting us in the administration of our business and the management of client accounts. The availability of these benefits does not depend on the number or value of brokerage transactions directed to Schwab. These benefits are available to all advisers who participate in Schwab’s custodial program, and they are not provided in exchange for us directing client trades to Schwab. We do not direct client trades to a particular broker; all transactions are executed through the custodian that 14  holds the client’s account. Therefore the benefits that we receive from Schwab are not considered soft dollar arrangements, but they do create a potential conflict of interest, as we may have an incentive to recommend that clients maintain their accounts with Schwab. However, as a fiduciary, we endeavor to recommend the custodian that is most appropriate for our clients based on their needs. Brokerage for Client Referrals We do not receive client referrals from any broker-dealer or third-party. Clients Directing Brokerage As described above, we have established a relationship with Schwab as a qualified custodian and will recommend you use Schwab to facilitate our management of your accounts. We execute client transactions directly with the custodian that holds the client account. We do not allow clients to direct us to execute transactions through a specific broker-dealer. Not all advisers require their clients to direct brokerage. By directing brokerage, advisers may be unable to achieve most favorable execution of client transactions, and this practice may cost you more money. Order Aggregation Generally, we combine multiple orders for shares of the same securities purchased for advisory accounts we manage, a practice commonly referred to as “order aggregation” or “block trading.” We distribute a portion of the shares to participating accounts in a fair and equitable manner. The distribution of the shares purchased is typically proportionate to the size of the account, but it is not based on account performance or the amount or structure of management fees. Subject to our discretion, regarding particular circumstances and market conditions, when we combine orders, each participating account pays an average price per share for all transactions and pays a proportionate share of all transaction costs. Accounts owned by our firm or supervised persons may participate in block trading with client accounts; however, they will not be given preferential treatment. Item 13: Review of Accounts Investment Management Services Client accounts managed under our Investment Management Service will be reviewed regularly on a quarterly basis by Michael Troxell, Principal and Chief Compliance Officer. The account is reviewed with regard to the client’s investment policies and risk tolerance levels and to ensure the applied investment strategy remains appropriate. Events that may trigger a special review would be unusual or volatile performance, addition or deletions of client-imposed restrictions, excessive draw-down, or buy and sell decisions from the firm or per the client’s needs. Clients will receive trade confirmations for each transaction in their accounts as well as monthly or quarterly statements and annual tax reporting statements from their custodian showing all activity in the accounts, such as receipt of dividends and interest. MFP does not provide any periodic reports to clients. Financial Planning Services For our Comprehensive Financial Planning Services, we will review the financial plan and the client’s progress towards goals or our recommendations at least annually. Additionally, on an annual basis, we will update the financial plan to reflect the client’s current financial situation, desired goals, and 15  anticipated future needs. With our Project-Based Financial Planning Services, we typically do not provide any ongoing review, monitoring, or reporting. Item 14: Client Referrals and Other Compensation Other than the benefits from custodians disclosed in Item 12 above, we do not receive any economic benefit, directly or indirectly, from any third-party for advice rendered to our clients. Nor do we, directly or indirectly, compensate any person who is not advisory personnel for client referrals. Item 15: Custody MFP does not accept custody of client funds or securities. However, as explained below, we may be deemed to have limited custody when we debit our advisory fees from client accounts or if we are able to initiate transactions from client accounts to third-parties using a standing letter of authorization. Clients will open and maintain their investment accounts with a qualified custodian. The custodian will send transaction confirmations and account statements directly to clients on at least a quarterly basis. We urge clients to review the statements received from their custodian carefully and compare them to any invoices MFP provides. Information shown on the custodial statements may vary from information shown on our invoices for various reasons, such as differences in reporting dates, differences in accounting procedures (such as using trade date versus settlement date), or valuation methodologies for certain securities. We encourage clients to contact us with any questions about their account statements, invoices, or other documents. Deduction of Advisory Fees Under applicable securities regulations, MFP is deemed to have limited custody of client funds or securities if we debit our investment advisory fees directly from client accounts. When our fees are deducted from your account: • We will obtain your written authorization to deduct our fees from your account. • Each time a fee is deducted, we will send the custodian notice of the amount of the fee to be deducted from your account. At the same time, we will send a statement to you that itemizes the fee, including the formula used to calculate the fee, the amount of assets under management upon which the fee is based, and the time period covered by the fee. • The custodian that holds your account will send you statements on at least a quarterly basis, showing all disbursements from the account, including the amount of fees deducted. Standing Letters of Authorization Qualified custodians offer clients the ability to establish a standing letter of authorization (“SLOA”) that allows their adviser to initiate transfers between client accounts at the same custodian, to initiate transfers to external accounts, or to request checks to be distributed from the client’s account. These transactions can be first-party transactions (that is, transfers between internal or external accounts with the same account holder or checks distributed to the client at their address of record) or third-party transfers (that is, transfers or checks to other parties). Under applicable securities regulations, advisers are considered to have limited custody of client funds and securities if they have the ability to initiate transfers from client accounts to third-parties under a SLOA. However, an adviser is not deemed to have custody in the event of a first-party transaction. As 16  a matter of policy, we do not allow SLOAs for third-party transfers, but we can facilitate first-party transfers upon proper client authorization. Item 16: Investment Discretion Investment Management Services For client accounts managed under our Investment Management Services, we will maintain discretion over the accounts with respect to securities to be bought and sold and the amount of securities to be bought and sold without obtaining the client’s approval or consent prior to effecting the transaction. However, these transactions are subject to the investment strategy we have established with the client. Investment discretion is explained to clients in detail when an advisory relationship has commenced. At the start of the relationship, the client will execute a Limited Power of Attorney, which will grant our firm discretion over the account. Additionally, the discretionary relationship will be outlined in the advisory agreement and signed by the client. Financial Planning Services Our recommendations provided under our Financial Planning Services made with regard to accounts for which we do not provide Investment Management Services are made on a non-discretionary basis. Clients are responsible for initiating any transactions necessary to implement our recommendations. Item 17: Voting Client Securities We do not accept voting authority for securities held in client investment accounts. Therefore, clients maintain exclusive responsibility for voting proxies and acting on corporate actions pertaining to their investment assets. The client shall instruct their custodian to forward to them copies of all proxies and shareholder communications relating to their investment assets. However, in the event we were to receive any written or electronic proxy materials, we would forward them directly to the client by mail or email, if we are authorized to contact the client electronically. If the client would like our opinion on a particular proxy vote, they may contact us at (510) 519-7009. Item 18: Financial Information Registered investment advisers are required to provide you with certain financial information or disclosures about their financial condition. We do not have custody of client funds or securities or require or solicit prepayment of more than $1,200 in fees per client six months or more in advance. We have no financial commitment that impairs our ability to meet contractual and fiduciary commitments to clients, and we have not been the subject of a bankruptcy proceeding. 17