____________________________________________________________________________________________________ Overview MPM Wealth the Advisors (“MPM” or “the Adviser”) is an investment advisor registered with the Securities and Exchange Commission ("SEC") pursuant to the Investment Advisers Act of 1940 (the "Advisers Act"). The firm, headquartered at 7429 International Drive, Suite A, Holland, OH, is a privately held Ohio corporation that began providing investment advisory services in 1995. Principal Owners MPM Wealth Advisors, Inc., is wholly owned by MPM. The Firm’s Chief Executive Officers and Control Persons are Bryan F. Ohm, Founding Partner & Co-President; George T. Damasco, Jr. (“Tom”), Founding Partner & Co-President; Christine E. Ohm, Chief Compliance Officer; George T. Damasco, III, Partner, Vice President, Sean S. Shinaberry, Partner, Treasurer, Chief Executive Officer & Chief Financial Officer and Chelsea O. Heintschel, Partner, Vice President, Chief Operating Officer & Secretary, who undertake all of the Adviser's significant strategic and administrative decisions. (Please refer to each Principal’s Form ADV Part 2B Brochure Supplement for additional details on their formal education and business background.) The following paragraphs describe MPM's business practices, services, and fees. Clients should pay particular attention to the discussions about the various conflicts of interest because these can affect the Adviser’s judgment in managing client accounts, brokerage selection to execute account trades, and custodian recommendations to hold account assets, among other essential considerations. Advisory Business As used in this Brochure, the words "we," "our," or "us" refer to MPM and the words "you," "your," and "client" refer to you as either a client or prospective client of our Firm. The term “Associates” refers to the Adviser’s Supervised Persons – the Officers and Directors ("Control Persons"), employees, and the Investment Adviser Representatives of MPM, licensed as necessary for their roles and client base, supervised and approved by MPM to provide investment advice or advisory services on behalf of the Adviser. MPM is a fiduciary to clients, as defined under the applicable laws and regulations. As a fiduciary, MPM upholds a duty of loyalty, fairness, and good faith towards each client and seeks to mitigate potential conflicts of interest. In providing investment advice to clients, MPM strives to act with a degree of care, skill, prudence and diligence under the circumstances that a prudent person acting in a fiduciary capacity would use. MPM's advisory services are made available to clients primarily through its registered Investment Advisor Representatives (“Adviosr Representatives” or “Representatives”). Each advisory relationship at MPM is managed by one or more Representatives registered with the Firm, who serve as the primary point of contact between MPM and the client. Advisor Representatives are required by applicable rules and policies to obtain licenses and complete training to recommend specific investment products and services. Clients should be aware that their Representative can or cannot recommend certain services, investments, or models depending on the licenses or training obtained and can transact business or respond to inquiries only in the state(s) and locations in which they are appropriately qualified. For more information about the individual providing advisory services, clients should refer to their Representative's Form ADV 2B Brochure Supplement, a separate disclosure document offered to the client, along with this Brochure and the Adviser’s other important Disclosure Documents before or at the time of relationship inception. (If the client did not receive a Form ADV 2B Brochure Supplement, they should contact their Advisor Representative or MPM directly.) "Co-Branding" Disclosures MPM offers services through its network of Representatives. Some Representatives have other business interests, as described in their Form ADV 2B Brochure Supplement disclosure brochures, and have established their own legal business entities (a "doing business as" or "DBA" entity) through which they conduct their advisory practices and other outside business activities, with trade names and logos used for marketing purposes that may appear on their brochures, marketing materials or client statements. Clients should understand that any such DBA businesses are the legal entities of the Representatives and not those of MPM Wealth Advisors, the SEC-registered investment adviser. Representatives are under the supervision of MPM, and the MPM investment advisory services the Representatives offer through these separate and independent entities are provided through MPM. Persons engaging in MPM’s advisory services must know that each Representative’s DBA business is operated separately. The protections afforded when doing business with one legal entity may not necessarily exist if entering into a relationship with another, and the services provided by one regulated entity will only be provided concerning that entity, not for the services offered by another. MPM does not represent that any fees, products, services, or those of any referred third party are provided at the lowest available cost for similar services; clients may be able to obtain the same at a lower price from other providers. MPM advisory clients should also be aware that any other business lines offered by DBA entity professionals, such as brokerage and insurance products and services, may be provided through unaffiliated or affiliated firms that are separate and distinct from the advisory services provided through MPM. Any other business lines offered are (1) unrelated to the client's relationship and Advisory Agreements with MPM, (2) not part of our advisory or management services, and (3) subject to separate contractual arrangements. The protections afforded to a client under applicable investment advisory laws and regulations generally do not apply to those provided by any non-advisory contract. For specific details, clients and prospective clients are encouraged to carefully refer to each Representative’s disclosure brochure and ask questions about any item they may be unclear about or if they desire additional information. (See Item 10 - Other Financial Industry Activities & Affiliations for added disclosures regarding Associate outside business activities.) As of the date of this Brochure, the following MPM Advisor Representative(s) maintain co-branded/DBA independent businesses: Steven E. Bernier DBA Bernier Wealth Management, LLC Non-Exclusive Relationship MPM's relationship with each client is non-exclusive; in other words, we provide advisory services to multiple clients, with investment strategies and advice based on each client's financial situation. Accordingly, since investment strategies and advice are custom-tailored based on each client's specific financial situation, the advice we provide to one client can differ or conflict with that provided for the same security or investment for another. (See Item 8: Methods of Analysis, Investment Strategies & Risk of Loss for additional information.) Other Professional Service Provider Recommendations If requested by the client, MPM can recommend the services of other professionals for implementation purposes. These professionals, who can be accountants, lawyers, insurance agents, etc., are engaged directly by the client on an as-needed basis. We do not receive referral fees for such recommendations, and clients are under no obligation to engage in any recommended professional services. Clients wishing to engage in such services will execute a separate agreement by and between the client and their selected referred professional(s). Unless disclosed otherwise, MPM is not a party to the transaction and does not maintain the authority to accept any client on behalf of any referred professional. Each referred party has the right to reject any referred MPM client for any reason or no reason. In selecting a referred professional, the client is responsible for understanding the referred provider's separate contract, including fees and charges and for those charges when assessed, should they choose to engage the referred professional. The client retains absolute discretion over all such implementation decisions and is free to accept or reject any recommendation from MPM. (Note: If a client engages any recommended professional, and a dispute arises thereafter relative to such engagement, the client agrees to seek recourse exclusively from and against the engaged professional.) Client Responsibilities MPM's advisory services depend on and rely upon the information received from clients. The Adviser cannot adequately perform its obligations and fiduciary duties to the client unless the client discloses an accurate and complete representation of their financial position and investment needs, timely remits requested data or paperwork, provides updates promptly upon changes, and otherwise fulfills their responsibilities under their Advisory Agreement. Representatives will rely upon the accuracy of information furnished by the client or on their behalf without further investigation, and the Adviser is expressly authorized to rely on such information. MPM will not be required to verify the information obtained from clients or other professional advisors, such as accountants or attorneys. It is the client’s responsibility to inform MPM promptly of significant changes in their individual or family circumstances or financial situation or in the investment goals or objectives, investment time horizon, tolerance for risk, or liquidity needs of their account so that appropriate changes can be made. Clients will acknowledge and agree to their obligation to promptly notify us if any information material to the advisory services to be provided changes, information previously provided that might affect how their account should be managed occurs, or if earlier disclosed data becomes inaccurate. Unless the client notifies MPM of material changes in their Suitability Information, designates a different Portfolio for their account, or advises of any other material change to their account, MPM will continue to manage the client’s account according to the Suitability Information and executed client documents within its records. The client or their successor shall also promptly notify us in writing of the client's dissolution, termination, merger, or bankruptcy if the client is other than a natural person and of the occurrence of any other event that might affect the validity of their Advisory Agreement or our authority thereunder. MPM reserves the right to terminate any client engagement where a client has willfully concealed or refused to provide pertinent information about details material to the advisory services to be provided or individual/financial situations when necessary and appropriate, in its judgment, provide proper financial advice. Following is a summary description of advisory services covered by this Brochure. Please note that the information in this Brochure is necessarily general and does not address all details of each MPM advisory service. Because specific terms of a client’s Advisory Agreement are negotiable, clients should always refer to their individual Advisory Agreement for terms and Fee Schedules that apply specifically to them. Description of Advisory Services MPM is an investment advisory firm; it does not sell securities on a commission basis. Our Representatives emphasize client contact and interaction in providing the following individually tailored investment advice and advisory services:
• MPM Portfolio Services - Managed Account Program Services (the “MPM Program”) - Model Portfolio Provider Services
• Financial Planning Services - Traditional Financial Planning Services - Extended Financial Planning Services
• Consulting Services
• ERISA, Retirement & Employee Benefit Plan Services
• Selection of Other Advisers Services - Third-Party Management Referral Services
• Educational Seminars & Workshop Services MPM's advisory services are designed and aimed to complement each client's specific needs, as described within its written services contracts (the "Investment Advisory Agreement" or "Advisory Agreement”) that disclose, in substance, the scope of service, contract term, Advisory Fee, formula for computing the fee, and type of authority granted to MPM. Final Advisory Fee structures are documented within the written Advisory Agreement. Representatives are restricted to providing the services and fees specified within each Advisory Agreement, subject to the client's listed objectives, limitations, and restrictions. Advisory Agreements must be completed and executed to engage in MPM's advisory services. Clients can engage MPM for additional services at any time. (Please refer to Item 5: Fees & Compensation and Item 16: Investment Discretion for further details on advisory services fees and account management style.) Once established, no Investment Advisory Agreement can be assigned - within the meaning of the Advisers Act - by the Adviser without the client's consent as outlined in the Advisory Agreement. (Note: Transactions that do not result in a change of actual control or management of the Adviser within the meaning of the Advisers Act shall not be considered an assignment.) MPM Portfolio Services MPM Managed Account Program Services MPM’s Managed Account Program Services (the “MPM Program”) are personalized and intend to complement each client's specific needs, as described in their Advisory Agreement. Representatives collect clients' financial and suitability information and recommend specific advisory services or programs deemed appropriate after assessing the client’s situation, financial circumstances, goals, objectives, and investor risk profile (“Client Suitability Profile”). In the MPM Program, the Representative will work with the client to develop a personal investment profile that identifies the client’s individual and financial situation, the investment objective, tolerance for risk, liquidity needs, and investment time horizon (all the "Suitability Information") for the account (collectively, the “Program Account,” if more than one) that will be managed through the MPM Program. Based on the Client Suitability Profile and any other information the Representative determines appropriate under the circumstances, the Representative will work with the client to develop a diversified portfolio of investments that is suitable for the initial investment of the Program Assets (the “Portfolio”) using the client’s identified and approved investment parameters and other relevant information. It is essential to note that this information creates the framework for what intends to be a well- diversified asset mix whose goal is to generate acceptable, long-term returns at a level of risk suitable to the client. Clients will be assigned to one of several risk profiles with their specific portfolio strategy based on the information gathered and the amount of assets to be managed on their behalf. Representatives develop different Portfolios, follow different investment strategies and styles, and have different policies and practices for creating, rebalancing, and adjusting Portfolios given the Suitability Information of the accounts they manage. Consequently, it is expected that the Portfolios, levels of volatility, fees, expenses, returns, and performance will vary significantly among accounts from one Representative to another, as well as among the accounts of each Representative. The Portfolio will allocate the Program Assets among various asset classes, which the client’s Representative will manage on a discretionary or non-discretionary basis according to an investment style and strategy consistent with the Program Account's Client Suitability Profile. The Representative will act on behalf of MPM, with any discretion granted by the client to the Representative also deemed to be given to MPM as the Representative’s supervisor, with the authority to direct the Representative’s acts in the performance of MPM’s advisory services. Although Representatives are under the general supervision of MPM, the Adviser does not direct or mandate each Representative’s investment strategy or style. (See Item 16: Investment Discretion for additional details on investment management style.) After clients have received and reviewed their Representative’s recommendation(s) and agreed to proceed, their Representative will work with them to implement the approved management services. MPM will then supervise and direct the Portfolio account's investments, subject to the objectives, limitations, and restrictions listed in the client's written Agreement as applicable to the type of account opened and according to the Adviser’s standard Fee Schedule as reflected herein and more fully explained in each client’s executed Agreement. Clients should consult their Agreement for complete details. (See Item 5: Fees & Compensation for additional information.) MPM does not maintain physical custody of client funds or securities other than the standard business practice of deducting management fees from advisory accounts. According to the client’s Agreement, custody of client assets will be held by MPM’s chosen independent and separate Qualified Custodian, who will take possession of the cash, securities, and other assets within the client's account. Charles Schwab & Co., Inc. (“Charles Schwab” or “Schwab”), an independent and separate registered broker-dealer, Member of The Financial Industry Regulatory Authority (“FINRA”) and The Securities Investor Protection Corporation (“SIPC”), will take possession of the cash, securities, and other assets within the client's account unless the client directs otherwise. (See Item 15: Custody for additional information.) As account goals and objectives will often change over time, suggestions are made and implemented ongoing as the client and Representative review their financial situation and account through regular contact and annual meetings to determine fluctuations in their financial situation or investment objectives, confirm realistic restrictions on account management and verify if the client wishes to modify any existing restrictions reasonably. Clients are encouraged to direct questions regarding risks, fees, and costs to their applicable Representative. Model Portfolio Provider Services When customizing an investment portfolio and if appropriate for the client’s situation, Representatives will recommend MPM’s Model Portfolio Provider Services option (the "Service"), in which MPM’s Portfolio Manager (the "Model Manager") develops and maintains model investment portfolios (the "Model Portfolios") that reflect a range of investment objectives and mixes of equity and fixed-income mutual fund holdings. With this service, the Model Manager will prepare and provide periodic reports on the performance of the Model Portfolios, all of which represent hypothetical performance and are backtested over the performance period according to rule requirements. In an effort to avoid investors becoming confused or misled, MPM has adopted policies and procedures to safeguard hypothetical performance information is presented only to clients who meet minimum requirements for sophistication and financial expertise with access to analytical tools to aid in understanding such information. MPM's procedures limit participation in the Service to institutional investors, those who demonstrate satisfactory qualifications, and those deemed suitable by the Adviser’s Chief Compliance Officer and Senior Management. Financial Planning Services MPM offers comprehensive personal Financial Planning Services for an hourly or fixed fee. Services can range from broad- based financial planning to consultative or single-subject planning, including but not limited to any one or more of the following:
• Asset Allocation
• Business Planning
• Cash Flow Forecasting
• Charitable Giving
• Distribution Planning
• Estate Planning
• Financial Reporting
• Insurance Needs Analysis
• Investment Consulting
• Retirement Planning
• Retirement Plan Analysis
• Risk Management Traditional Financial Planning Services To participate in any of the above Traditional Financial Planning Services options, clients will execute a Financial Planning Advisory Agreement (“Financial Planning Agreement”) setting forth the terms and conditions of the engagement, including termination and describing the services' scope and fees due before MPM commences services. Final fee structures are documented within the executed contract, including whether any written report or electronic or online financial plan will be provided. Neither MPM nor the client’s Representative will have discretionary investment authority when offering financial planning or consulting services. With this service, the client’s Representative will meet with them to discuss and analyze the client’s investments and financial situation and help them identify their investment goals and objectives, risk tolerance, and investment time horizon, among other key factors to developing a financial plan. Clients may be asked to provide detailed information about their personal and family situation, estate and retirement plans, trust agreements, wills, investments, insurance, or other information necessary to provide the specific services requested. Based on the client's information, the Representative will develop recommendations to help the client strive to achieve their investment objectives. Financial plans are based on the client's financial situation when the plan is presented according to the financial information disclosed by the client to MPM at the time of Agreement execution. Financial plans typically do not include information or analysis concerning liability risks, tax planning, or tax preparation services. If such services are necessary, the client shall be responsible for obtaining them from one or more third parties. Depending on the scope of the assignment, planning complexity, or advice to be provided, Financial Planning Services are typically completed within 30 and 120 days, assuming the client timely provides the information we request needed to complete the planning analysis and recommendations. If services are not delivered within six months, any unearned revenue is pro-rated and refunded to the client following the terms and conditions of the executed Financial Planning Agreement. Since financial planning is a discovery process, situations occur wherein the client is unaware of specific financial exposures or predicaments. If the client's case differs substantially from what was disclosed at the initial meeting, a revised fee will be provided for review and acceptance. When a fee increase is necessary, the client must approve and agree to the scope change before any additional work is performed. In such cases, we will notify the client to obtain this approval. Further reviews may be conducted upon request, and written updates to the financial plan may be provided in conjunction with the review. Any subsequent Financial Planning Services require the execution of a new Financial Planning Agreement, and updates to financial plans may be subject to our then-current hourly rate, which the client must approve in writing before any additional services commence. (See Item 5: Fees & Compensation for complete details.) As with all MPM advisory services, the client is expected to promptly notify us in writing of any material changes in assets, net worth, indebtedness, or planning objectives that MPM would not otherwise know. The client or their successor shall also promptly notify us in writing of (1) the dissolution, termination, merger, or bankruptcy of the client if the client is other than a natural person and (2) the occurrence of any other event that might affect the validity of their executed Agreement or MPM’s authority thereunder. MPM reserves the right to terminate any financial planning engagement where a client has willfully concealed or has refused to provide pertinent information about financial situations

when necessary and appropriate, in its judgment, to provide proper financial advice. Clients should consult their Financial Planning Agreement for complete details. Financial planning services may be the only service provided to the client. Executing a Financial Planning Agreement neither constitutes an agreement for nor requires that the client use or purchase investment advisory or other services offered by MPM, or any insurance or other products or services provided by any MPM Representative as a result of any business activities in which they may participate outside their advisory activities with MPM. This service does not include implementing or monitoring MPM’s recommendations to the client. Clients are not obligated to act on any MPM financial planning or consultation recommendations or implement any financial plan or recommendation through our firm. Clients may act on recommendations by placing securities transactions with any brokerage firm they choose. Extended Financial Planning Services MPM has found a need among clients who desire Financial Planning Services for ongoing guidance and regular consultations with their Representative, with the ability to choose from an extended menu of financial services, such as (for example) access to financial account aggregation services, useful analytical tools, and live financial plan and planning “what-if” tools, among others. Clients interested in our Extended Financial Planning Services option will work with their Representative to create a customized bundle of services similar to this, tailored to their needs. Once a selection has been made, the services will be described in the Financial Planning Agreement between the Adviser and the client. In providing Financial and Extended Financial Planning Services, the Representative will rely on assumptions or estimates regarding a number of important factors that may or may not turn out to be accurate. These assumptions often include future market performance and investment returns, anticipated and reasonably foreseeable living and medical expenses, tax laws, interest rates, etc. The Adviser will also rely on information the client provides and the client’s other professionals, such as attorneys or accountants. As a result of likely differences between assumed items and future actual situations, the client’s (or the client’s successors’) financial situation or needs may be materially different than anticipated, and the client’s financial or investment objectives may not be achieved. Clients are again advised that it remains their responsibility to promptly notify the Adviser if there is ever any change in their financial situation or investment objectives to review, evaluate, or revise the Adviser’s previous recommendations or services. Unless expressly agreed in the client’s Financial Planning Agreement, MPM will not provide a written report or electronic or online financial plan in connection with Financial Planning Services. If the Financial Planning Agreement provides for a written report, electronic, or online financial plan, it will usually include recommendations to assist the client in striving to achieve their financial goals and objectives through purchasing or selling investments, obtaining new or revising existing insurance products or policies, establishing or participating in tax-qualified accounts, or increasing or decreasing amounts held in savings accounts or other liquid investments. (See Item 10: Other Financial Industry Activities & Affiliations for conflicts of interest arising due to the potential for compensation if the client accepts such recommendations.) Consulting Services MPM provides a range of Consulting Services addressing a variety of investment and non-investment-related matters, such as investment consultations and pension plan administration. The scope of these project-based services varies, as each engagement is individually negotiated and tailored to accommodate the specific needs of a particular client. Our services will be detailed in a Consulting Agreement negotiated between the Representative and client in these cases. Subject to the service scope, we will charge a project or consulting fee. Advice is based on objectives communicated verbally or in writing by the client or the client’s advisors. This will be provided through individual consultations or a written plan document, as agreed between MPM and the client. Depending on the scope of the assignment, planning complexity, or advice to be provided, consulting services are typically completed within 30 to 120 days, assuming the client timely provides the information we request to complete the consulting analysis and recommendations. If services are not delivered within six months, any unearned revenue is pro-rated and refunded to the client following the terms and conditions of the executed Consulting Agreement. Selection of Other Adviser Services Third-Party Management Referral Services MPM retains the ability to offer Third-Party Management Referral Services to clients, where Representatives will, after appropriate due diligence, select or recommend independent and separate account managers, licensed investment advisers or third-party program providers to administer its clients' accounts. For this advisory service option, MPM's clients are the potential investors it introduces to each referred third-party manager (“TPM”), who may decide to open an account, invest with the referred TPM, and become the referred manager's client. MPM will refer only to those individuals or entities suitable for the services. MPM does not maintain the authority to accept any client on behalf of any referred manager, and referred TPMs are not responsible for accepting any prospective investor (and possible future client) referred to them by MPM. Each manager has the right to reject any referred client for any reason or no reason at all. MPM's role is to verify that clients are appropriate to become TPM clients, determine if the potential referred client has assets to invest, and confirm they have a minimum understanding of financial investing. MPM will then facilitate referred manager client portfolio management by assisting clients in selecting the managers and allocation models believed suitable for their unique needs. MPM will help clients understand the referred manager's Investment Management Agreement ("IMA") and complete their suitability information to help the manager determine the appropriate allocation strategy for the account. Referral arrangements inherently give rise to potential conflicts of interest, particularly when the person recommending the relationship receives an economic benefit, as the payment received from the introduction could incentivize the referral. Referred clients will receive MPM's Form ADV Part 2A Brochure, a copy of their Representative’s Form ADV Part 2B Brochure Supplement(s), our Privacy Notice, a disclosure brochure describing MPM's relationship and referral compensation arrangement with the TPM to which the client is referred, any material conflicts of interest arising from the relationship/compensation arrangement, and all material terms of the arrangement, and any other pertinent disclosures. MPM will receive revenue from any fees paid when acting in this capacity. MPM’s fees are charged in addition to each referred manager's fee. As disclosed herein, MPM’s portion of the total management fee represents the maximum fee MPM may earn under the TPM Program. Fees shared will not exceed the limits imposed by any regulatory agency. Clients receive this full disclosure at the time of referral, with all documents supplied before or after receipt of MPM's Advisory Agreement and will sign an acknowledgment confirming their receipt of all such material operative documentation and disclosures detailing the nature of the relationship, compensation to MPM, and other general terms of the referred services. If accepted into the referred manager’s program, the client will enter into a separate IMA and other documents or arrangements as necessary with the manager to whom they are referred. This service will typically provide ongoing client account monitoring and rebalancing and/or asset reallocation of the client’s assets amongst different security types chosen to strive to achieve the client’s specific objective within the context of each client's stated investment goals and guidelines to maintain the client’s model allocation selections. However, specific account management and implementation will depend on the client's arrangements with the referred TPM, as dictated by their suitability information, account management authority (discretionary or non- discretionary) and the type of IMA they enter into with each manager, which is then used to select a portfolio that matches their investment plan. Custody of client assets will be held with the referred manager’s independent and separate custodian, who will take possession of the cash, securities, and other assets within the client's referred account. MPM will neither access the assets nor the income produced from the client's TPM custodial account nor have physical custody of the client's funds or securities. A separate account agreement between the client and custodian will govern their relationship with the TPM’s custodian. The client is responsible for all expenses billed by the custodian. MPM is not responsible for any acts or omissions of the referred manager or custodian, any fees, charges, or other costs related to the client's referred account, the client's payment of required brokerage or custodial charges/fees, or for ensuring custodian compliance with the terms of the client's brokerage account. In selecting a referred manager, the client is responsible for understanding the fee agreement they are executing with the referred manager. Clients should consult the referred manager's IMA for the exact details concerning TPM fee disclosures, account discretion, custody, account investments, terminations, refunds (if any) and management. ERISA, Retirement & Employee Benefit Plan Services MPM provides ERISA, Retirement and Employee Benefit Plan Services, investment due diligence, education, and other advisory services to clients with employee benefit plans or other retirement accounts (i.e., IRAs) for a level fee. As such, the firm is considered a fiduciary under the Employee Retirement Income and Securities Act ("ERISA") and regulations under the Internal Revenue Code of 1986 and must abide by the Impartial Conduct Standards as defined by ERISA. In connection with such services, effective December 20, 2021 (or such later date as the US Department of Labor ("DOL") Field Assistance Bulletin 2018-02 ceases to be in effect), for purposes of complying with the DOL's Prohibited Transaction Exemption 2020-02 ("PTE 2020-02") where applicable, clients should be aware of the following: When we provide investment advice to you regarding your retirement plan or individual retirement account, we are fiduciaries within the meaning of Title I of the Employee Retirement Income Security Act and/or the Internal Revenue Code, as applicable laws governing retirement accounts. How we are compensated conflicts with your interests, so MPM operates under a special rule requiring us to act in your best interest and not put our interest ahead of yours. Under this special rule’s provisions, we must:
• meet a professional standard of care when making investment recommendations (give prudent advice),
• never put our financial interests ahead of yours when making recommendations (give loyal advice),
• avoid misleading statements about conflicts of interest, fees, and investments,
• follow policies and procedures designed to ensure that we provide advice that is in your best interest,
• charge no more than is reasonable for our services, and
• give you basic information about conflicts of interest. MPM benefits financially from the rollover of a client’s assets from a retirement account to an account we manage or provide investment advice for because the assets increase our assets under management and, in turn, our Advisory Fees. MPM’s policy as a fiduciary is only to recommend a client rollover retirement assets if we believe it is in the client's best interest. If clients elect to roll their retirement assets to an IRA subject to our management, they will be charged an asset-based fee as outlined in the Agreement they executed with our firm. Clients are not contractually or otherwise under any obligation to complete a rollover. If they elect to complete a rollover, they are not obligated to have their retirement assets managed by MPM. Finally, we will receive no compensation if a client or a prospective client receives a recommendation to leave their plan assets with their old employer. When establishing ERISA accounts, MPM will have plan fiduciaries for discretionary accounts, evidence of their authority to retain our advisory services and appoint us as an "investment manager" within Section 3(38) of ERISA for those plan assets that comprise the client's account. They will confirm that the services described in MPM's Agreement are consistent with plan documents and furnish accurate and complete copies of all records that establish and govern the plan. If an established plan account contains only partial plan assets, as ERISA requires, the client will acknowledge that MPM has no responsibility for the overall diversification of all the plan's investments and no duty, responsibility, or liability for any partial plan asset not under advisement. If ERISA or other applicable law requires bonding for the account's assets, MPM will ensure bonding is in place to satisfy the obligation to cover MPM and all Associates whose inclusion is expected by law. Plan fiduciaries will agree to provide appropriate documents evidencing such coverage promptly upon request. IRA Rollover Considerations In determining whether to make an IRA rollover to MPM, clients must understand the differences between accounts to decide whether a rollover is best for them. Many employers permit former employees to maintain their retirement assets in their company plans. Further, current employees can sometimes move assets from their company plan before retiring or changing jobs. There are various factors MPM will consider before recommending retirement plan rollovers, including but not limited to the investment options available in the plan versus the other investment options available, plan fees and expenses versus those of alternative account types, the services and responsiveness of the plan's investment professionals versus those of MPM, required minimum distributions and age considerations, and employer stock tax consequences if any. To the extent the following options are available, clients should carefully consider the costs and benefits: 1. leaving the funds in the employer's/former employer's plan, 2. moving the funds to a new employer's retirement plan, 3. cashing out and taking a taxable distribution from the plan, and 4. rolling the funds into an IRA rollover account. Each of the above options has advantages and disadvantages. If you contemplate rolling over retirement funds to an IRA for us to manage, we encourage you to speak with your CPA or tax attorney before making a change. The following are additional points for consideration before making any changes: 1. Determine whether the investment options in your employer's retirement plan address your needs or whether you might wish to consider other investment types: - Employer retirement plans generally have a more limited investment menu than IRAs. - Employer retirement plans may have unique investment options not available to the public, such as employer securities or previously closed funds. 2. Consider plan fees - your current plan may have lower fees than MPM’s fees: - If you are interested in investing only in mutual funds, you should understand the cost structure of the share classes available in your employer's retirement plan and how the costs of those share classes compare with those available in an IRA. - You should understand the various products and services you might take advantage of at an IRA provider and the potential costs of those products and services. 3. Our strategy may have a higher risk than your plan's option(s). 4. Your current plan may also offer financial advice. 5. If you keep your assets in a 401(k) or retirement account, you could potentially delay your required minimum distribution beyond age 72. 6. Your 401(k) may offer more liability protection than a rollover IRA; each state may vary. - Generally, federal law protects assets in qualified plans from creditors. Since 2005, IRA assets have mainly been protected from creditors in bankruptcies. However, there can be some exceptions to the usual rules, so you should consult with an attorney if you are concerned about protecting your retirement plan assets from creditors. 7. You may be able to take out a loan on your 401(k), but not from an IRA. 8. IRA assets can be accessed anytime; however, distributions are subject to ordinary income tax and may be subject to a 10% early distribution penalty unless they qualify for an exception, such as disability, higher education expenses, or a home purchase. 9. If you own company stock in your plan, you may be able to liquidate those shares at a lower capital gains tax rate. 10. Your plan may allow you to hire MPM as the manager and keep the assets in the plan name. Educational Seminars & Workshop Services MPM provides complimentary investment Educational Seminars & Workshop Services and can speak at community events and conferences on various investment topics on an "as-announced" basis for groups seeking general instruction on investments and other personal finance areas. Seminar and workshop content will vary depending upon the attendees' needs and are purely educational – they do not involve selling any investment products. The information presented will not be based on any individual’s needs. MPM does not provide personalized investment advice to attendees during such events. MPM will only provide investment advice if engaged independently and only where the attendee's individualized financial information, investment goals, and objectives are known. Any materials provided are for general educational purposes and do not deliver specific accounting, investment, legal, tax, or professional advice. Attendees have no obligation to schedule a consultation, purchase services from MPM, or become clients. Client Tailored Services MPM offers the same suite of services to all its clients. However, some clients will require only limited services due to the nature of their investments. Limited services are discounted at MPM’s discretion, as detailed herein and defined in each client's written Agreement. (For more information, see Item 5: Fees & Compensation.) Client Imposed Restrictions Clients can, at any time, impose restrictions on investing in particular securities or security types according to their preferences, values, or beliefs. Such restrictions must be submitted to MPM in writing. Clients can also amend/change such limitations by once again providing written instructions. Reasonable efforts are made to comply with client investment guidelines, including any client's reasonable limits by standard industry practices. In imposing restrictions, it is essential to note that such conditions can affect a client's account performance and result in variations from a similar account without restrictions. It is important to note that client-imposed restrictions within their account and variations could result in positive or negative performance differences for the account compared to accounts without such limits. The restrictions can also potentially prevent achieving a client's specific goals. Upon receiving a client's written restrictions, MPM will discuss the restriction request's feasibility to confirm expectations are met and verify the client's acknowledgment and understanding of the imposed restriction's possible outcomes. MPM reserves the right to reject client-imposed restrictions or end the client relationship. Client-imposed limits will not be effective unless accepted by MPM in writing. In no event, regardless of the advisory service provided, is MPM obligated to make any investment or enter any transaction it believes in good faith would violate any federal or state law or regulation. Types of Investments Model Portfolios & Portfolio Investments Where suitable for the Program Account and client, Representatives will typically recommend a Portfolio based on a Model Portfolio comprised of low-expense mutual funds, similar mutual fund families or variable annuity subaccounts allocated across equity, fixed income, cash, and such other asset classes as the Representative deems appropriate. The Representative will monitor the Portfolio ongoing and rebalance it according to its target allocation, which the Representative considers appropriate in exercising the Representative's discretion, to strive to achieve the account's long-term objectives. Cash, Cash Equivalents & Excluded Assets Generally, the client is expected to deliver only cash or cash equivalents to the custodian for MPM Program Services. Representatives do not generally recommend investments in stocks, bonds, or other individual securities. With the Adviser’s consent, the client may transfer securities to the custodian. Still, the securities will be liquidated to cash as soon as reasonably practical unless the Adviser agrees that such assets may be retained in the account. The client may not transfer or deposit to the account any securities that are not publicly traded or that cannot be promptly sold, except upon our agreement, and such assets shall be held in the account as “Excluded Assets” for reporting purposes only. MPM will not be responsible for providing advice or managing any Excluded Assets. At our discretion, the client will grant the custodian and MPM the authority to liquidate securities transferred into the account or require the client to transfer such securities from the account upon request. In limited circumstances and to meet specific client needs, a Representative may recommend Portfolio investments in particular securities; however, most clients should not expect to hold individual stocks, bonds, or similar securities in their Portfolio. Although MPM provides advice predominantly on the products listed above, the Adviser reserves the right to offer advice on any investment product deemed suitable for a client's specific circumstances, needs, individual goals, and objectives and will use other securities to help diversify a portfolio when appropriate. Wrap Fee Programs MPM does not offer a wrap fee program as part of its advisory services. Conflicts of Interest Clients should know that the specific advisory services selected and the compensation to MPM and their Representative will differ according to the chosen service. The compensation we receive can be greater than the amounts otherwise received had the client participated in another service or paid separately for investment advice, brokerage, or other relevant services. Due to the differences in fee schedules among the various advisory programs and services offered by MPM and the client’s Representative, a conflict of interest exists when there is a financial incentive to recommend a particular service over others. Factors that bear upon the cost of a specific advisory program concerning the price of the same services purchased separately can include but are not limited to, the type and size of the account, the historical and expected size or number of trades for the account, and the number and range of supplementary advisory and client-related services provided to the account. Clients are not obligated to act upon any recommendations or purchase products or services. If they elect to act on any recommendation received, they are not obligated to place the transaction through MPM or any recommended third party. The client can act on recommendations received by placing their business and securities transactions with any brokerage. MPM does not represent that the products or services offered are at the lowest available cost - clients could obtain the same or similar products or services at a lower price from other providers. MPM has adopted and implemented compliance policies and procedures and a Code of Ethics (“Code”) to mitigate conflicts of interest. MPM’s Code is available for review free of charge to any client or prospective client upon request. Assets Under Management As of December 31, 2023, our client assets under management total $795,032,688. The following represents assets under management by account type: Type of Account Assets Under Management Discretionary $ 335,934,224 Non-Discretionary $ 459,098,464 Total $ 795,032,688